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

Form 20-F
 

(Mark One)
 
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2025
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34934
 
COSTAMARE INC.
(Exact name of Registrant as specified in its charter)
 
NOT APPLICABLE
(Translation of Registrant’s name into English)
 
Republic of The Marshall Islands
(Jurisdiction of incorporation or organization)
 
7 Rue du Gabian
MC 98000 Monaco
(Address of principal executive offices)
 
Anastassios Gabrielides, Secretary
7 rue du Gabian
MC 98000 Monaco
Telephone: +377 93 25 09 40 E-mail address: generalcounsel@costamare.com
(Name, Address, Telephone Number and E-mail Address of Company contact person)
 
SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
Title of Each Class
  
Trading Symbol(s)
  
Name of Each Exchange on Which
Registered
Common Stock, $0.0001 par value per share
  
CMRE
  
New York Stock Exchange
Preferred stock purchase rights
      
New York Stock Exchange
Series B Preferred Shares, $0.0001 par value per share
  
CMRE.PRB
  
New York Stock Exchange
Series C Preferred Shares, $0.0001 par value per share
  
CMRE.PRC
  
New York Stock Exchange
Series D Preferred Shares, $0.0001 par value per share
  
CMRE.PRD
  
New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
 
SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT:  None
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
 
120,583,929 shares of Common Stock
1,970,649 Series B Preferred Stock, $0.0001 par value per share
3,973,135 Series C Preferred Stock, $0.0001 par value per share
3,986,542 Series D Preferred Stock, $0.0001 par value per share
1,200 Series F Preferred Stock, $0.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
     
Emerging growth company ☐
    
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
 
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
 
U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐
 
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
 

TABLE OF CONTENTS
 
ABOUT THIS REPORT ii
     
FORWARD-LOOKING STATEMENTS iii
     
1
     
 
ITEM 1.
1
       
 
ITEM 2.
1
       
 
ITEM 3.
1
       
 
ITEM 4.
41
       
 
ITEM 4A.
62
       
 
ITEM 5.
62
       
 
ITEM 6.
 95
       
 
ITEM 7.
 100
       
 
ITEM 8.
 109
       
 
ITEM 9.
111
       
 
ITEM 10.
 111
       
 
ITEM 11.
 129
       
 
ITEM 12.
 131
       

131
       
 
ITEM 13.
 131
       
 
ITEM 14.
 132
       
 
ITEM 15.
 132
       
 
ITEM 16A.
133
       
 
ITEM 16B.
 133
       
 
ITEM 16C.
 133
       
 
ITEM 16D.
 134
       
 
ITEM 16E.
 134
       
 
ITEM 16F.
 135
       
 
ITEM 16G.
 135
       
 
ITEM 16H.
 136
       
 
ITEM 16I.
136
       
 
ITEM 16J.
 136
       
 
ITEM 16K.
136
       

138
       
 
ITEM 17.
 138
       
 
ITEM 18.
 138
       
 
ITEM 19.
 138
       

140

i
ABOUT THIS REPORT
 
In this annual report, unless otherwise indicated:
 

•
“Costamare”, the “Company”, “we”, “our”, “us” or similar terms are used for convenience to refer to Costamare Inc., or any one or more of its subsidiaries or their predecessors, or to such entities collectively, except that when such terms are used in this annual report in reference to the common stock, the 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”), the 8.50% Series C Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”), the 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”), the 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”), the Series F Preferred Stock (the “Series F Preferred Stock”) or the context otherwise indicates, they refer specifically to Costamare Inc.;
 

 •
“Listed Preferred Stock” refers to the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, and, for the avoidance of doubt, does not include the Series F Preferred Stock;
 

 •
“Costamare Bulkers” refers to Costamare Bulkers Holdings Limited (NYSE: CMDB), a company organized under the laws of the Republic of the Marshall Islands;
 

 •
“CBI” refers to the dry bulk operating platform under Costamare Bulkers Inc., a subsidiary of Costamare Bulkers that is organized under the laws of the Republic of the Marshall Islands;
 

 •
“dry bulk business” refers to both the dry bulk owned fleet and CBI;
 

 •
The “Spin-Off” refers to the spin-off of our dry bulk business into a standalone public company, Costamare Bulkers, by way of a pro rata distribution of Costamare Bulkers shares to our shareholders;
 

 •
currency amounts in this annual report are in U.S. dollars; and
 

 •
all data regarding our fleet and the terms of our charters is as of February 24, 2026.

We use the term “twenty foot equivalent unit” (“TEU”), the international standard measure of containers, in describing the capacity of our containerships.
 
ii
FORWARD-LOOKING STATEMENTS
 
All statements in this annual report (and in the documents incorporated by reference herein) that are not statements of historical fact are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. The disclosure and analysis set forth in this annual report includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These statements are intended as “forward-looking statements”. In some cases, predictive, future-tense or forward-looking words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could” and “expect” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the United States Securities and Exchange Commission (“SEC”), other information sent to our security holders, and other written materials. We caution that these and other forward-looking statements included in this annual report (and in the documents incorporated by reference herein) represent our estimates and assumptions as of the date of this annual report (and in the documents incorporated by reference herein) or the date on which such oral or written statements are made, as applicable, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results.
 
Factors that might cause future results to differ include, but are not limited to, the following:
 

•
general market conditions and shipping industry trends, including charter rates, vessel values and the future supply of, and demand for, containership shipping services;
 

 •
our continued ability to enter into time charters with existing and new customers, and to re-charter on favorable terms our vessels upon the expiry of existing charters;
 

 •
our future financial condition and liquidity, including our ability to make required payments under our credit facilities, and comply with our loan covenants;
 

 •
our ability to finance our capital expenditures, acquisitions and other corporate activities;
 

 •
risks related to our leasing business, including uncertainty related to operating an additional line of business for the Company, as well as exposure to the corresponding financial, counterparty and legal risks;
 

 •
the effects of a possible worldwide economic slowdown;
 

 •
disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements;
 

 •
environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities;
 

 •
business disruptions and economic uncertainty resulting from epidemics or pandemics;
 

 •
business disruptions due to natural disasters or other disasters outside our control;
 

 •
fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies;
 

 •
technological advancements in the design, construction and operations of containerships and opportunities for the profitable operations of our vessels;
 
iii

 •
the financial health of our customers, our lenders and other counterparties, and their ability to perform their obligations;
 

 •
potential disruption of shipping routes due to accidents, political events, sanctions, piracy or acts by terrorists and armed conflicts;
 

 •
future, pending or recent acquisitions of vessels or other assets, areas of possible expansion and expected capital spending or operating expenses, including the investments in our leasing business;
 

 •
expectations relating to dividend payments and our ability to make such payments;
 

 •
the availability of existing secondhand vessels or newbuild vessels to purchase, the time that it may take to construct and take delivery of new vessels, and our expectations about the useful lives of our vessels;
 

 •
the availability of key employees and crew, the length and number of off-hire days, dry-docking requirements and fuel and insurance costs;
 

 •
our anticipated general and administrative expenses, including our fees and expenses payable under our management and services agreements, as may be amended from time to time;
 

 •
our ability to leverage to our advantage our managers’ relationships and reputation within the international shipping industry;
 

 •
our ability to maintain long-term relationships with major liner companies;
 

 •
expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as requirements imposed by classification societies and standards demanded by our charterers;
 

 •
any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach;
 

 •
risks inherent in vessel operation, including perils of the sea, terrorism, piracy and discharge of pollutants;
 

 •
potential liability from current or future litigation;
 

 •
our business strategy and other plans and objectives for future operations; and
 

 •
other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report.
 
We undertake no obligation to update or revise any forward-looking statements contained in this annual report, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our 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.
 
iv
PART I
 
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
Not applicable.
 
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not applicable.
 
ITEM 3.
KEY INFORMATION
 
A.          Reserved.
 
B.          Capitalization and Indebtedness
 
Not applicable.
 
C.          Reasons for the Offer and Use of Proceeds
 
Not applicable.
 
D.          Risk Factors
 
Risk Factor Summary
 
Industry Risks
 

•
Our profitability will be dependent on the level of charter rates in the international shipping industry which are based on macroeconomic factors outside of our control;
 

 •
The market value of our vessels can fluctuate substantially over time, and if these values are low at a time when we are attempting to dispose of a vessel, we could incur a loss;
 

 •
An increase in trade protectionism, the unravelling of multilateral trade agreements and a decrease in the level of China’s export of goods could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows; and
 

 •
Disruptions in global markets from terrorist attacks, regional armed conflicts, general political unrest and the resulting governmental action could have a material adverse impact on our results of operations, financial condition and cash flows.
 
Risks Inherent in Our Business
 

 •
Delay in the delivery or cancelation of our newbuild vessels on order, any secondhand vessels we may agree to acquire, or any future newbuild vessel orders, could adversely affect our results of operations, financial condition and earnings;
 

 •
We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us;
 

 •
We may have difficulty properly managing our growth through acquisitions of new or secondhand vessels and we may not realize expected benefits from these acquisitions;
 
1

 •
Our investment in the leasing business exposes us to financial and counterparty risks, which could adversely affect our business, financial position, results of operations and cash flow;
 

 •
Our managers may be unable to attract and retain qualified, skilled crews on our behalf necessary to operate our business or may pay rising crew wages and other vessel operating costs;
 

 •
Fuel, or bunker, price fluctuations may have an adverse effect on our cash flows, liquidity and our ability to pay dividends to our shareholders;
 

 •
We must make substantial capital expenditures to maintain the operating capacity of our fleet, which may reduce or eliminate the amount of cash available for distribution to our shareholders;
 

 •
The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates and foreign currencies can result in reductions in our shareholders’ equity as well as reductions in our income;
 

 •
We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income;
 

 •
Our business depends upon certain members of our senior management who may not necessarily continue to work for us;
 

 •
Our chairman and chief executive officer has affiliations with our managers and others that could create conflicts of interest between us and our managers or other entities in which he has an interest;
 

 •
Our managers are privately held companies and there is little or no publicly available information about them; and
 

 •
Being active in two lines of business requires management to allocate significant attention and resources, and failure to successfully or efficiently manage each line of business may harm our business and operating results.
 
Risks Relating to Our Securities
 

•
The price of our securities may be volatile and future sales of our equity securities could cause the market price of our securities to decline;
 

 •
Holders of Listed Preferred Stock have extremely limited voting rights; and
 

 •
Members of the Konstantakopoulos family are our principal existing shareholders and will effectively be able to control the outcome of matters on which our shareholders are entitled to vote; their interests may be different from yours.
 
Industry Risks
 
Our profitability will be dependent on the level of charter rates in the international shipping industry which are based on macroeconomic factors outside of our control. The cyclical nature of the shipping industry may lead to volatile changes in charter rates, which may reduce our revenues and negatively affect our results of operations.
 
The container shipping industry is both cyclical and volatile in terms of charter rates and profitability. Our profitability is dependent upon the charter rates we are able to charge for our ships. Fluctuations in charter rates result from changes in the supply of and demand for vessel capacity and changes in the supply of and demand for the consumer goods carried by water internationally.
 
2
Since the factors affecting the supply of and demand for containerships are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable. A significant decrease in charter rates would adversely affect our profitability and cash flows and could decrease the value of our fleet.

The demand for containerships has generally been influenced by, among other factors:
 

•
supply of and demand for semi-finished and finished consumer and industrial products shipped in containers;
 

 •
changes in the production of semi-finished and finished consumer and industrial products;
 

 •
the location of regional and global production and manufacturing facilities;
 

 •
the location of consuming regions for semi-finished and finished consumer and industrial products;
 

 •
the globalization of production and manufacturing;
 

 •
global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes, strikes, tariffs and “trade wars”;
 

 •
economic slowdowns caused by public health events such as the coronavirus (“COVID-19”) pandemic or another epidemic;
 

 •
natural disasters, developments and other disruptions in international trade;
 

 •
changes in seaborne and other transportation patterns, including the distance cargo products are transported by sea, competition with other modes of cargo transportation and trade patterns;
 

 •
environmental and other regulatory developments;
 

 •
currency exchange rates; and
 

 •
weather.
 
Factors that influence the supply of containership vessel capacity include:
 

 •
the availability of financing;
 

 •
the price of steel and other raw materials;
 

 •
the number of newbuilding orders and deliveries, including slippage in deliveries;
 

 •
the cost of newbuildings and the time it takes to construct a newbuild;
 

 •
the number of shipyards and ability of shipyards to deliver vessels;
 

 •
port and canal congestion;
 

 •
scrap prices and the time it takes to scrap a vessel;
 

 •
speed of vessel operation;
 

 •
costs of bunkers and other operating costs;
 
3

 •
vessel casualties;
 

 •
the efficiency and age profile of the existing containership fleet in the market;
 

 •
the number of vessels that are out of service, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire;
 

 •
the economics of slow steaming;
 

 •
government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations; and
 

 •
sanctions (in particular, sanctions on Iran, Russia and Venezuela, amongst others).
 
These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.
 
Our ability to re-charter our vessels upon the expiration or termination of their current charters and to charter our vessels for which we have not yet secured charters and the charter rates payable under any renewal options or replacement or new charters will depend upon, among other things, the prevailing states of the containership market. If the charter market is depressed when our vessels’ charters expire or when we are otherwise seeking new charters, we may be forced to charter our vessels at reduced or even unprofitable rates, or we may not be able to charter them at all and/or we may be forced to scrap them, which may reduce or eliminate our earnings or make our earnings volatile.
 
During the year ended December 31, 2025, the Containership Timecharter Rate Index (a per TEU weighted average of six to twelve month time charter rates of 1,000 to 5,000 TEU vessels, and three year time charter rates of 6,800 TEU to 9,000 TEU vessels that is published in the Container Intelligence Monthly, calculated on a monthly basis by Clarksons Research Services Limited (“Clarksons Research”) (based on $/TEU for 1993=100)) increased by 12.6%, from 176.9 points in December 2024 to 199.2 points in December 2025. The increase in charter rates is mainly attributable to moderate fleet growth and sustained demand among tightened supply. Weak or volatile conditions in the containership sector may affect our ability to generate cash flows and maintain liquidity, as well as adversely affect our ability to obtain financing.
 
According to Clarksons Research, seaborne container trade (in terms of million TEU transported) grew by a compound annual growth rate of 2.7% per annum between 2016 (175.3 million TEU transported) and 2025 (223.4 million TEU transported). During this period, there have been two years, 2020 and 2022, at which seaborne container trade exhibited negative growth rates. More specifically, during 2020, volumes decreased by 1.5% due to the outbreak of COVID-19 and the respective supply chain inefficiencies it caused, whereas in 2022, volumes decreased by 3.6% following an increase of 6.4% in the previous year. Clarksons Research estimates an increase in seaborne container trade from 223.4 million TEU in 2025 to 229.0 million TEU in 2026. Furthermore, according to Clarksons Research, future supply as represented by the containership orderbook as of December 2025 amounted to 33.9% of the existing fleet capacity, higher than the respective percentage of 27.0% a year ago, representing the highest such percentages since 2011. Delivery of the vessels currently under construction may negatively affect time charter rates for both short- and long-term periods unless it coincides with an increase in the demand for seaborne transportation of container boxes.
 
An oversupply of containership capacity may reduce charter rates and adversely affect our ability to charter our vessels at profitable rates or at all, which could have a material adverse effect on our financial condition and results of operations.
 
From 2005 through 2010, the containership orderbook was at historically high levels as a percentage of the in-water fleet. The orderbook gradually declined, and by the end of 2020, neared its lowest level of the last twenty years. Since 2021, the orderbook has been on the rise. According to Clarksons Research, as of December 2025, the containership orderbook represented 33.9% of the existing fleet capacity, 65.5% of which was for vessels with carrying capacity in excess of 12,000 TEU. An oversupply of large newbuild vessels and/or re-chartered containership capacity entering the market, combined with any decline in the demand for containerships, may reduce available charter rates and may decrease our ability to charter our containerships when we are seeking new or replacement charters other than for unprofitable or reduced rates, or we may not be able to charter our containerships at all.
 
4
Risks inherent in the operation of ocean-going vessels could affect our business and reputation, which could adversely affect our expenses, net income, cash flow and stock price.
 
The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:
 

 •
marine disaster;
 

 •
piracy or terrorist attacks including the Houthi seizures and attacks on commercial vessels in the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Sea;
 

 •
environmental accidents;
 

 •
grounding, fire, explosions and collisions;
 

 •
cargo and property loss or damage;
 

 •
business interruptions caused by mechanical failure, human error, war, terrorism, disease and quarantine, political action in various countries or adverse weather conditions; and
 

 •
work stoppages or other labor problems with crew members serving on our vessels, some of whom are unionized and covered by collective bargaining agreements.
 
Such occurrences could result in death or injury to persons, loss of property or environmental damage, delays in the delivery of cargo, loss of revenues from or termination of charter contracts, governmental fines, penalties or restrictions on conducting business, litigation with our employees, customers or third parties, higher insurance rates, and damage to our reputation and customer relationships generally. Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to caps or not cover such losses, and any of these circumstances or events could increase our costs and lower our revenues. The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these results could have a material adverse effect on business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
The market value of our vessels can fluctuate substantially over time, and if these values are low at a time when we are attempting to dispose of a vessel, we could incur a loss, which would adversely affect our financial condition and could impair our ability to pay dividends.
 
Containership values can fluctuate substantially over time due to a number of different factors, including:
 

 •
prevailing economic conditions in the markets in which our vessels operate;
 

 •
reduced demand for containerships, including as a result of a substantial or extended decline in world trade;
 

 •
increases in the supply of vessel capacity;
 

 •
changes in prevailing charter hire rates;
 

 •
the physical condition, size, age and technical specification of the ships;
 

 •
the costs of building new vessels;
 
5

 •
changes in technology which can render older vessels obsolete;
 

 •
the relative environmental efficiency of the vessel, as compared to others in the markets in which our vessels operate;
 

 •
whether the vessel is equipped with an exhaust gas scrubber or not; and
 

 •
the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.
 
The risk of realizing a loss on the sale of a vessel is greater during periods when vessel values are low compared to their historical levels. In the future, we may sell vessels under unfavorable conditions resulting in losses in order to maintain sufficient liquidity and to allow us to cover our operating costs. If the market values of our vessels deteriorate, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations.
 
In addition, any such deterioration in the market values of our vessels could trigger a breach of certain covenants under our credit facilities, which could adversely affect our operations. If a charter expires or is terminated, we may be unable to re-charter the vessel at an acceptable rate and, rather than continue to incur costs to maintain the vessel, may seek to dispose of it. Our inability to dispose of the vessel at a reasonable price could result in a loss on its sale and could materially and adversely affect our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
An increase in trade protectionism, the unravelling of multilateral trade agreements and a decrease in the level of China’s export of goods could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.
 
Our operations expose us to the risk that increased trade protectionism will adversely affect our business. Recently, government leaders have declared that their countries may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby depressing the demand for shipping. For example, in April 2025, the Office of the U.S. Trade Representative (“USTR”), announced the adoption of additional port fees under Section 301 of the Trade Act of 1974 targeting China’s maritime, logistics and shipbuilding sectors. The U.S. port fees went into effect on October 14, 2025, and were structured to impact certain Chinese-built, owned or operated vessels entering U.S. ports. In response to the U.S. port fees, China’s Ministry of Transport announced parallel Chinese port fees on certain U.S.-linked vessels calling at Chinese ports. On November 10, 2025, U.S. and Chinese authorities suspended the application of each respective set of port fees for one year. Substantial uncertainty remains as to how the port fees will be assessed after the end of the suspension period on November 10, 2026.
 
Further, on February 13, 2026, the second Trump administration released its Maritime Action Plan (the “MAP”) focused on reviving the U.S. shipping sector. Notably, the MAP proposes a “universal infrastructure or security fee,” which would apply more broadly than the USTR special port fees and would cover all internationally built vessels calling at U.S. ports. While specific figures have yet to be determined, the fees would be assessed on the weight of the imported tonnage arriving on the vessel. Currently, the MAP represents a policy plan for the administration, and it is unclear whether any of the initiatives contained therein will ultimately result in binding law or regulation. Given the uncertainties surrounding the implementation and potential magnitude of these proposed fees, as well as any retaliatory measures that other countries may adopt in response, the impact of such measures on our business is difficult to assess at this time.
 
Additionally, the second Trump administration has imposed and may continue to impose additional tariffs on imports from Canada, Mexico and China as well as on imports of steel and aluminum. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the ongoing U.S.-China trade tension, such changes could have an adverse effect on our business, results of operations and financial condition.
 
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Furthermore, the government of China has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods. This may have the effect of reducing the supply of goods available for export and may, in turn, result in a decrease of demand for container shipping. Many of the reforms, particularly some limited price reforms that result in the prices for certain commodities being principally determined by market forces, are unprecedented or experimental and may be subject to revision, change or abolition.
 
Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping. Specifically, increasing trade protectionism in the markets that our charterers serve may cause an increase in (i) the cost of goods exported from exporting countries, (ii) the length of time required to deliver goods from exporting countries, (iii) the costs of such delivery and (iv) the risks associated with exporting goods. These factors may result in a decrease in the quantity of goods to be shipped. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade, including trade between the United States and China. These developments would also have an adverse impact on our charterers’ business, operating results and financial condition which could, in turn, affect our charterers’ ability to make timely charter hire payments to us and impair our ability to renew charters and grow our business. Any of these developments could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
Disruptions in global markets from terrorist attacks, regional armed conflicts, general political unrest and the resulting governmental action could have a material adverse impact on our results of operations, financial condition and cash flows.
 
Terrorist attacks in certain parts of the world and the continuing response of the United States and other countries to these attacks, armed conflicts as well as the threat of future attacks or the spreading of armed conflicts, continue to cause uncertainty and volatility in the world markets and may affect our business, results of operations and financial condition. The ongoing conflict between Russia and Ukraine, conflicts in the Middle East, the seizures and attacks on vessels travelling through the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Sea by the Houthi and Iran, advances of ISIS and other terrorist organizations in the Middle East and Africa and political tension or conflicts in the Asia Pacific Region such as in the South China Sea and North Korea could disrupt supply chains, cause instability in the global economy and negatively impact global credit and equity markets, cause uncertainty and volatility in the global financial markets and may accordingly affect our business, results of operations and financial condition.
 
The Houthi seizures and attacks on vessels traveling through the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Sea have impacted the global economy as some companies have decided to reroute vessels to avoid the Suez Canal and the Red Sea. This has caused concerns of supply disruption as well as the risk of one of our vessels being attacked or seized.  Tensions in the Middle East have created additional concerns of disruption and further escalation. Following ceasefire discussions in October 2025, some liner companies have announced a possible return to the Suez route. If such return materializes, it could distort the current supply and demand dynamics. These uncertainties, as well as future hostilities or other political instability in regions where our vessels trade, could trigger a new refugee crisis, affect trade volumes and patterns and adversely affect our operations, and otherwise have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
Downside risks to the world economy, international hostilities and trade friction which could affect advanced economies, could have a material adverse effect on our business, financial condition and results of operations.
 
Global growth is subject to downside economic risks stemming from factors such as energy costs, fiscal fragility in advanced economies, monetary tightening in certain advanced and emerging economies, high sovereign, corporate and private debt levels, highly accommodative macroeconomic policies and increased volatility in debt and equity markets as well as in the price of fuel and other commodities. The current macroeconomic environment is also characterized by inflation, which caused the U.S. Federal Reserve and other central banks to increase interest rates in 2022 and 2023. While interest rates have decreased in 2025, they remain elevated. Inflation and high interest rates may raise the cost of capital, increase our operating and financing costs and generally reduce economic growth, disrupting global trade and shipping. Political events such as the continued global trade war between the U.S. and China, the economic impact of and global response to the emergence of a pandemic crisis such as COVID-19 or future epidemics and ongoing wars may disrupt global supply chains and negatively impact globalization and global economic growth, which could disrupt financial markets, and may lead to weaker consumer demand in the European Union, the United States and other parts of the world which could have a material adverse effect on our business.
 
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In addition, global financial markets and economic conditions which remain subject to significant vulnerabilities, such as the deterioration of fiscal balances and the rapid accumulation of public debt, may be negatively impacted by the aforementioned conflicts and risks. Furthermore, certain banks that have historically been significant lenders to the shipping industry have reduced or ceased lending activities in the shipping industry. Any future tightening of capital requirements could further reduce lending activities. If this were to occur, we may experience difficulties obtaining financing commitments or be unable to fully draw on the capacity under our committed term loans in the future if our lenders are unwilling to extend financing to us or unable to meet their funding obligations due to their own liquidity, capital or solvency issues. We cannot be certain that financing will be available on acceptable terms or at all in the future. If financing becomes unavailable when needed, or is available only on unfavorable terms, we may be unable to meet our future obligations as they come due. Our failure to obtain such funds could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.
 
Further, we anticipate that a significant number of port calls made by our vessels will continue to involve the loading or unloading of cargoes in ports in the Asia Pacific region. In recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product, which has had a significant impact on shipping demand. However, if China’s growth in gross domestic product and especially in industrial production slows and other countries in the Asia Pacific region experience slower or negative economic growth in the future, this may negatively affect the economies of the United States and the European Union, and thus, may negatively impact shipping demand. Furthermore, trade friction could increase the volatility in the foreign exchange markets which could also negatively affect global trade. Such volatile economic conditions could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
Geopolitical risks may affect the ability of certain of our managers and service providers, which have offices in Greece to operate efficiently.
 
The location of the offices of our managers and service providers, as well as certain of our sub-managers’ offices in Greece exposes them to geopolitical risks related to Greece, such as a resurgence of influx of refugees. Although to date, these risks have not affected our managers’ operations, a serious regional crisis may have a material adverse effect on our operations in the future and may limit the ability of our managers and service providers with offices in Greece to operate. These limitations may include the ability of our Greek suppliers to fully perform their contracts, the ability of our Greek-based seafarers or shore employees to travel to and from our vessels and delays or other disruptions in the operation of our fleet.
 
Our financial and operating performance may be adversely affected by the continuation of COVID-19 or the occurrence of another epidemic and related governmental responses thereto.
 
Our business may be adversely affected by any new outbreaks of COVID-19 or occurrence of another epidemic that may emerge. The initial onset of COVID-19 introduced uncertainty into our operational and financial activities, resulting in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines and other emergency public health measures such as lockdowns. We cannot predict whether and to what degree such measures will be reinstated in the event of any resurgence of COVID-19 or occurrence of another epidemic, which may adversely affect global economic activity and could have a material adverse effect on our future business, results of operations, cash flows, financial condition, the carrying value of our assets, the fair values of our vessels and our ability to pay dividends. The occurrence or reoccurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of epidemics and pandemics or a recession or market correction resulting from the spread of an epidemic could have a material adverse effect on our future financial and operating performance.
 
8
Risks Inherent in Our Business
 
Delay in the delivery or cancelation of our newbuild vessels on order, any secondhand vessels we may agree to acquire or any future newbuild vessel orders, could adversely affect our results of operations, financial condition and earnings.
 
As of February 24, 2026, we had 10 newbuild containerships under contract with deliveries expected progressively between the second quarter of 2027 and the fourth quarter of 2028, and we may contract for additional newbuild or secondhand vessels in the future. A delay by the seller or shipyard in the delivery date of any vessel we contract to purchase will reduce our expected income from that vessel and, if the vessel is already chartered, may lead the charterer of such vessel to claim damages or to cancel the relevant charter. If the seller of any vessel we contract to purchase is not able to build and/or to deliver the vessel to us as agreed, or if we cancel a purchase agreement because a seller has not met his obligations, it may result in a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders. Eight subsidiaries of the Company are engaged in litigation concerning the termination in 2022 of certain shipbuilding contracts due to the builder’s failure to provide the agreed refund guarantees within the set deadline.
 
The expected delivery dates under any shipbuilding contracts or purchase agreements we may enter into in the future, may be delayed or the relevant contract may be cancelled for reasons not under our control, including, among other things:
 

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quality or engineering problems;
 

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breach of contract by, or disputes with, our counterparties;
 

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changes in governmental regulations or maritime self-regulatory organization standards;
 

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work stoppages or other labor disturbances at the shipyard;
 

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bankruptcy of or other financial crisis involving the shipyard or other seller;
 

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a backlog of orders at the shipyard;
 

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sanctions imposed on the seller, the shipyard, or the vessel; political, social or economic disturbances;
 

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weather interference or a catastrophic event, such as a major earthquake or fire, or other accident;
 

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disruptions due to an epidemic or pandemic;
 

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requests for changes to the original vessel specifications;
 

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shortages of or delays in the receipt of necessary construction materials, such as steel;
 

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an inability to obtain requisite permits or approvals;
 

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financial instability of the lenders under our committed credit facilities, resulting in potential delay or inability to draw down on such facilities; and
 

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financial instability of the charterers under our agreed time charters for the newbuild vessels, resulting in potential delay or inability to charter the newbuild vessels.
 
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We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could have a material adverse effect on our results of operations and financial condition and impair our ability to pay dividends.

Payments to us by our charterers under charter agreements are and will be our main source of operating cash flow. Such agreements subject us to counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, and various expenses.
 
These risks are heightened for our containership agreements, as we derive our revenues from the containership segment from a limited number of customers in part through long-term time charters. Weakness in demand for container shipping services, increased operating costs due to changes in environmental or other regulations and the oversupply of large containerships as well as the oversupply of smaller size vessels due to a cascading effect places our liner company customers under financial pressure. Declines in demand and increases in liner companies’ operating costs could result in financial challenges to our liner company customers and may increase the likelihood of one or more of our customers being unable or unwilling to pay us contracted charter rates or going bankrupt.
 
If we lose a time charter because the charterer is unable to pay us or for any other reason, we may be unable to re-deploy the related vessel on similarly favorable terms or at all. Also, we will not receive any revenues from such a vessel while it is not chartered, but we will be required to pay expenses necessary to maintain and insure the vessel and service any indebtedness on it. The combination of any surplus of vessel capacity and the expected entry into service of new technologically advanced or more environmentally friendly vessels may make it difficult to secure substitute employment for any of our ships if our counterparties fail to perform their obligations under the currently arranged time charters, and any new charter arrangements that we may be able to secure could be at lower rates. Furthermore, the surplus of vessels available at lower charter rates and lack of demand for our customers’ services could negatively affect our charterers’ willingness to perform their obligations under our time charters, particularly if the charter rates in such time charters are significantly above the prevailing market rates. Accordingly, we may have to grant concessions to our charterers in the form of lower charter rates for the remaining duration of the relevant charter or part thereof, or to agree to re-charter vessels coming off charter at reduced rates compared to the charter then ended. While we have agreed in certain cases to charter rate re-arrangements entailing reductions for specified periods, we have been compensated for these adjustments by, among other things, subsequent rate increases and/or extended charter periods, so that the aggregate payments under the charters are not materially reduced. In 2014, three of our subsidiaries participated in a restructuring agreement with one of our charterers whereby they agreed to charter hire reductions in exchange for equity and unsecured debentures which were eventually repaid in full and in certain cases charter period extensions. However, there is no assurance that any future charter re-arrangements will be on similarly favorable terms.
 
The loss of any of our charterers, time charters or vessels, or a decline in payments under our time charters, could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
In addition to charter parties, we may, among other things, enter into shipbuilding contracts, contracts for the sale or purchase of secondhand vessels, provide performance guarantees relating to shipbuilding contracts, to sale and purchase contracts or to charters, enter into credit facilities or other financing arrangements, accept commitment letters from banks, or enter into insurance contracts or derivative contracts (including interest rate swaps or exchange rate swaps) or enter into joint ventures. Such agreements expose us to counterparty credit risk. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend upon a number of factors that are beyond our control and may include, among other things, general economic conditions, the state of the capital markets, the condition of the container shipping industry and charter hire rates. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which in turn could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
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A limited number of containership customers operating in a consolidating industry comprise the majority of our revenues. The loss of these customers could adversely affect our results of operations, cash flows and competitive position and further consolidation among our customers will reduce our bargaining power.

Our customers in the containership sector consist of a limited number of liner companies. A.P. Moller-Maersk A/S (“A.P. Moller-Maersk”), Mediterranean Shipping Company, S.A. (“MSC”), members of the Evergreen Group (“Evergreen”), Hapag Lloyd Aktiengesellschaft (“Hapag Lloyd”) and Zim Integrated Shipping Services Ltd. (“ZIM”) together represented 75%, 76% and 74% of our containership revenue in 2023, 2024 and 2025, respectively. The tough economic conditions faced by these liner companies historically and the intense competition among them has caused, and may in the future cause, certain liner companies to default and is also leading to a consolidation among liner companies. We expect that the number of leading liner companies which are our client base may continue to shrink and we may depend on a more limited number of customers to generate a substantial portion of our revenues. The cessation of business with these liner companies or their failure to fulfill their obligations under the time charters for our containerships could have a material adverse effect on our business, financial condition and results of operations, as well as our cash flows, including cash available for dividends to our shareholders. In addition to consolidations, alliances involving our customers could further increase the concentration of our business and reduce our bargaining power.
 
We could lose a customer or the benefits of our time charter arrangements for many different reasons, including if the customer is unable or unwilling to make charter hire or other payments to us because of a deterioration in its financial condition, disagreements with us or if the charterer exercises certain termination rights or otherwise. If any of these customers terminates its charters, chooses not to re-charter our ships after charters expire or is unable to perform under its charters and we are not able to find replacement charters on similar terms or are unable to re-charter our ships at all, we will suffer a loss of revenues that could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our shareholders. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.
 
We may have difficulty properly managing our growth through acquisitions of new or secondhand vessels and we may not realize expected benefits from these acquisitions, which may negatively impact our cash flows, liquidity and our ability to pay dividends to our shareholders.
 
We expect to grow our business by ordering newbuild vessels and through selective acquisitions of secondhand vessels to the extent that they are available. Our future growth will primarily depend on:
 

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the operations of the shipyards that build any newbuild vessels we may order;
 

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the availability of employment for our vessels;
 

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locating and identifying suitable secondhand vessels;
 

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obtaining newbuild or secondhand contracts at acceptable prices;
 

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obtaining required financing on acceptable terms;
 

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consummating vessel acquisitions;
 

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enlarging our customer base;
 

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hiring additional shore-based employees and seafarers;
 

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continuing to meet technical and safety performance standards; and
 

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managing joint ventures or significant acquisitions and integrating the new ships into our fleet.

Ship values are correlated with charter rates. During periods in which charter rates are high, ship values are generally high as well, and it may be difficult to consummate ship acquisitions or enter into shipbuilding contracts at favorable prices. During periods in which charter rates are low and employment is scarce, ship values are low; however, any vessel acquired without an attached time charter will still incur expenses to operate, insure, maintain and finance, thereby significantly increasing the cash outlay. In addition, any vessel acquisition may not be profitable and may not generate cash flows sufficient to justify the investment. We may not be successful in executing any future growth plans and we cannot give any assurance that we will not incur significant expenses and losses in connection with such growth efforts. Other risks associated with vessel acquisitions that may harm our business, financial condition and operating results include the risks that we may:
 
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fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
 

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be unable (through our managers) to hire, train or retain qualified shore-based and seafaring personnel to manage and operate our growing business and fleet;
 

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decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;
 

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significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;
 

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incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired; or
 

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incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
 
If we fail to properly manage our growth through acquisitions of newbuild or secondhand vessels we may not realize expected benefits from these acquisitions, which may negatively impact our cash flows, liquidity and our ability to pay dividends to our shareholders.
 
Future acquisitions of secondhand vessels may result in increased operating and maintenance costs.
 
Many of our containerships we have acquired are secondhand vessels. Unlike newbuild vessels, secondhand vessels typically do not carry warranties as to their condition. Depending on market conditions, we may purchase a secondhand vessel on an as-is basis based on the review of its records, but even when we do inspect secondhand vessels prior to purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition as we would possess if it had been built for us and operated by us during its life. In addition, if a secondhand vessel is not in the condition promised or warranted by its seller and requires significant repairs, we may find it hard to be indemnified by the respective seller, which is typically a single-vessel shipowning company with no assets, other than its vessel sold, and no continuing operations, and which may even no longer be in existence when the damage or other deficiency is discovered. Repairs and maintenance costs for secondhand vessels are difficult to predict and may be substantially higher than for vessels which we had operated since they were built. In addition, variability in the age and type of secondhand vessels in our fleet may prevent us from attaining economies of scale in our operations and maintenance of our fleet, which may result in higher costs. These costs could decrease our cash flows, liquidity and our ability to pay dividends to our shareholders.
 
Our investment in the leasing business exposes us to financial and counterparty risks, which could adversely affect our business, financial position, results of operations and cash flow.
 
Since March 30, 2023, we are the controlling shareholder of Neptune Maritime Leasing Limited (“Neptune” or “NML”) which operates a leasing business. Neptune acquires and charters out on a bareboat basis vessels to customers (lessees) through wholly-owned subsidiaries. The leasing business finances part of its vessels’ acquisition cost using bank debt. The terms for obtaining finance may not match the terms for providing finance to its customers. For example, Neptune may pay a fixed interest rate to its lenders and receive a floating interest rate from its customers or vice versa. This may expose Neptune to interest rate risk and as a result, our revenues and results of operations may be adversely affected.
 
Further, the ability and willingness of each of our lessees to perform their obligations under the bareboat charter with the leasing business will depend on a number of factors that are beyond our control. As a result, our revenues and results of operations may be adversely affected. These factors include:
 

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global and regional economic and political conditions;
 
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supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
 

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developments in international trade;
 

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changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported;
 

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environmental concerns and regulations;
 

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weather;
 

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the number of newbuilding deliveries;
 

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the improved fuel efficiency of newer vessels; and
 

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the recycling rate of older vessels.
 
In depressed market conditions, customers of the leasing business may no longer need a vessel that is chartered to them and may default on their obligations or they may seek to renegotiate the terms of their bareboat charters with the leasing business. Should a lessee fail to honor its obligations under agreements with us, the leasing business could sustain significant losses which could have an adverse effect on our earnings and cash flow.
 
In addition, our containerships may be subject to “sister ship” arrest in certain jurisdictions from creditors of the vessels that are bareboat chartered out.
 
Any failure of such lessees to meet their obligations to the leasing business or to third-parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the leasing business or its properties and, in turn, could have a material adverse effect on our business, financial position, results of operations and cash flow.
 
We may be unable to obtain additional debt financing for future acquisitions of newbuild and secondhand vessels, which may have a material adverse effect on our business, results of operations and financial condition or may be unable to obtain such financing on favorable terms, which could have a material adverse effect on our financial condition and results of operations.
 
Our ability to borrow against the vessels in our existing fleet and any vessels we may acquire in the future largely depends on the existence of continued employment of the vessel and on the value of the vessels, which in turn depends in part on charter hire rates, the creditworthiness of our charterers and the duration of the charter. The actual or perceived credit quality of our charterers, any defaults by them, any decline in the market value of our fleet and the lack of long-term employment of our vessels may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing or committing to financing on unattractive terms could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
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Our managers may be unable to attract and retain qualified, skilled crews on our behalf necessary to operate our business or may pay rising crew wages and other vessel operating costs, which may have the effect of increasing costs or reducing our fleet utilization which could have a material adverse effect on our business, results of operations and financial condition.

Acquiring and renewing time charters depends on a number of factors, including our ability to man our vessels with suitably experienced, high-quality masters, officers and crews. Our success will depend in large part on our managers’ ability to attract, hire, train and retain suitably skilled and qualified personnel. In recent years, the limited supply of and the increased demand for well-qualified crew, due to the increase in the size of the global shipping fleet, has created upward pressure on crewing costs, which we bear under our time charters. Changing conditions in the home country of our seafarers, such as increases in the local general living standards or changes in taxation, may make serving at sea less appealing and thus further reduce the supply of crew and/or increase the cost of hiring competent crew. Unless we are in a position to increase our hire rates to compensate for increases in crew costs and other vessel operating costs such as insurance, repairs and maintenance, and lubricants, our business, results of operations, financial condition and our profitability may be adversely affected. In addition, any inability we experience in the future to attract, hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business. If we cannot attract and retain sufficient numbers of quality onboard seafaring personnel, our fleet utilization will decrease, which could also have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
Fuel, or bunker, price fluctuations may have an adverse effect on our cash flows, liquidity and our ability to pay dividends to our shareholders.
 
The price and supply of vessel fuel, known as bunkers, is unpredictable and fluctuates based on events outside our control, including geo-political developments, supply and demand for oil, actions by members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producers, economic or other sanctions levied against oil and gas producing countries, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.
 
The cost of fuel is a significant factor in negotiating charter rates and can affect us in both direct and indirect ways. This cost will be borne by us when our vessels are not employed or are employed on voyage charters. As of February 24, 2026, we have no voyage charters. Even where the cost of fuel is borne by the charterer, which is the case with all of our existing time charters, that cost may affect the level of charter rates that charterers are willing to pay.
 
A decrease in the cost of fuel may lead our charterers to abandon slow steaming, thereby releasing additional capacity into the market and exerting downward pressure on charter rates or may lead our charterers to employ older, less fuel efficient vessels which may also drive down charter rates and make it more difficult for us to secure employment for our newer vessels.
 
In addition, the entry into force on January 1, 2020 of the 0.5% mass by mass (“m/m”) global sulphur cap in marine fuels under the International Convention for Prevention of Pollution from Ships (“MARPOL”) Annex VI has led to a significant increase in the costs for low sulphur fuel used by vessels that are not equipped with exhaust gas scrubbers. Because the cost of fuel is born by our charterers for our vessels employed on a time charter basis, those of our vessels that are not equipped with scrubbers, may be less competitive compared to vessels that are equipped with scrubbers. As of February 24, 2026, 15 of our containerships in the water are equipped with scrubbers. In addition, all our newbuild vessels under construction will be equipped with scrubbers. Ships that are not retrofitted with exhaust gas scrubbers to comply with the new emissions standard may become less competitive (compared with ships equipped with exhaust gas scrubbers that can utilize the less expensive high sulphur fuel), have difficulty finding employment, command lower charter hire and/or need to be scrapped, which may negatively impact our revenues and cash flows as well as our future operations.
 
Reliance on suppliers may limit our ability to obtain supplies and services when needed and could result in additional off-hire days or delays in the repair and maintenance of our fleet which could have a material adverse effect on our revenues and cash flows.
 
We rely on a significant number of third-party suppliers of consumables, spare parts and equipment to operate, maintain, repair and upgrade our fleet of ships. Delays in delivery or unavailability or poor quality of supplies could result in off-hire days due to consequent delays in the repair and maintenance of our fleet or lead to our time charters being terminated. This would negatively impact our revenues and cash flows. Cost increases could also negatively impact our future operations.
 
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We must make substantial capital expenditures to maintain the operating capacity of our fleet, which may reduce or eliminate the amount of cash available for distribution to our shareholders.

We must make substantial capital expenditures to maintain the operating capacity of our fleet and replace, over the long-term, the operating capacity of our fleet and we generally expect to finance these capital expenditures with cash balances or credit facilities. In addition, we will need to make substantial capital expenditures to acquire vessels in accordance with our growth strategy. These expenditures could increase as a result of, among other things: the cost of labor and materials; customer requirements; the size of our fleet; the cost of replacement vessels; the length of charters; governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; competitive standards; and the age of our ships. Significant capital expenditures, including expenditures to maintain and replace, over the long-term, the operating capacity of our fleet, may reduce or eliminate the amount of cash available for distribution to our shareholders.
 
The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.
 
In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our fleet ages, we will incur increased costs. Older vessels may require longer and more expensive dry-dockings, resulting in more off-hire days and reduced revenue. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology or design. In addition, older vessels are often less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of a vessel may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage.
 
As of February 24, 2026, our current fleet of 79 containerships on a fully delivered basis had an average age (weighted by TEU capacity) of 13.9 years. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”. We cannot assure you that, as our vessels age, market conditions will justify such expenditures or will enable us to profitably operate our older vessels.
 
Unless we set aside reserves or are able to borrow funds for vessel replacement, at the end of the useful lives of our vessels our revenue will decline, which would adversely affect our business, results of operations and financial condition.
 
As noted above, as of February 24, 2026, our current fleet of 79 containerships on a fully delivered basis had an average age (weighted by TEU capacity) of 13.9 years. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”. Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the older vessels in our fleet. Our cash flows and income are dependent on the revenues earned by the chartering of our containerships. The inability to replace the vessels in our fleet upon the expiration of their useful lives could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
Our growth depends on our ability to expand relationships with existing charterers, establish relationships with new customers and obtain new time charters, for which we will face competition from new entrants and established companies that may have greater resources and access to capital.
 
One of our principal objectives is to acquire additional vessels in conjunction with entering into additional time charters for these vessels. The process of obtaining new time charters is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months especially for long-term charters. Generally, we compete for charters based upon charter rate, customer relationships, operating expertise, professional reputation and vessel specifications, including size, age and condition.
 
In addition, as vessels age, it can be more difficult to employ them on profitable time charters, particularly during periods of decreased demand in the charter market. Accordingly, we may find it difficult to continue to find profitable employment for our vessels as they age.
 
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We face substantial competition from a number of experienced companies, including liner companies in the containership sector, state-sponsored entities and financial organizations. Some of these competitors have significantly greater resources and access to capital than we do, and can therefore operate larger fleets and may be able to offer lower charter rates or higher quality vessels than we are able to offer. In the future, we may also face competition from reputable, experienced and well-capitalized marine transportation companies, including state-sponsored entities, that do not currently own containerships, but may choose to do so. Any increased competition may cause greater price competition for time charters, as well as for the acquisition of high-quality secondhand vessels and newbuild vessels. Furthermore, since the charter rate is generally considered to be one of the principal factors in a charterer’s decision to charter a vessel, the rates offered by our competitors can place downward pressure on rates throughout the charter market. On the other hand, consolidation and the creation of alliances among liner companies have increased their negotiation power when chartering our vessels. As a result of these factors, we may be unable to charter our vessels, expand our relationships with existing customers or establish relationships with new customers on a profitable basis, if at all, which could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
We conduct a substantial amount of business in China. The legal system in China has inherent uncertainties that could limit the legal protections available to us and could have a material adverse impact on our business, results of operations, financial condition and cash flows.
 
We conduct a substantial amount of business in China, including through one of our managers, Navilands (Shanghai) Containers Management Ltd., which, as of February 24, 2026, operated nine vessels that were mostly manned by Chinese crews, which exposes us to potential litigation in China. Additionally, many of our vessels regularly call to ports in China, and as of February 24, 2026, 25 of our containerships (including our vessels under construction) are on charters or will commence charters with Chinese charterers. As of the same date, we have entered into sale and leaseback transactions in respect of three containerships with certain Chinese financial institutions and have 10 newbuilding contracts with a Chinese shipyard. See “Item 4. Information on the Company—B. Business Overview—Our Fleet—Our Containership Fleet”. Further, eight subsidiaries of the Company are engaged in litigation concerning the termination in 2022 of certain shipbuilding contracts with a Chinese shipyard due to builder’s failure to provide the agreed refund guarantees within the set deadline.
 
The Chinese legal system is based on written statutes and their legal interpretation by the Standing Committee of the National People’s Congress. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the Chinese government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, there is a general lack of internal guidelines or authoritative interpretive guidance, and because of the limited number of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. Although the related charters, shipbuilding agreements and sale and leaseback agreements are governed by English law, we may have difficulties enforcing a judgment rendered by an arbitration tribunal or by an English court (or other non-Chinese court) in China. Such charters, shipbuilding agreements and sale and leaseback agreements, and any additional agreements that we enter into with Chinese counterparties, may be subject to new regulations in China that may require us to incur new or additional compliance or other administrative costs and pay new taxes or other fees to the Chinese government. In addition, China enacted a tax for non-resident international transportation enterprises engaged in the provision of services to passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including any stevedore, warehousing and other services connected with the transportation. The law and relevant regulations broaden the range of international transportation companies which may find themselves liable for Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similar regulations by China may reduce our operating results and may also result in an increase in the cost of goods exported from China and the risks associated with exporting goods from China, as well as a decrease in the quantity of goods to be shipped from or through China, which would have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us.
 
Changes in laws and regulations, including with regards to tax matters, and their implementation by local authorities could affect our vessels chartered to Chinese customers as well as our vessels calling to Chinese ports, our vessels built at Chinese shipyards and the financial institutions with whom we have entered into sale and leaseback transactions, and could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
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Adverse developments in the international shipping business could reduce our ability to service our debt obligations and pay dividends to our shareholders.
 
We rely, to a large extent, on the cash flow generated from charters for our vessels. An adverse development in the international container shipping industry would have a significant impact on our financial condition and results of operations and could also impair our ability to service debt or pay dividends to our shareholders.
 
If market conditions do not offer opportunities for long-term, fixed-rate charters, we may be forced to charter our vessels on shorter term charters at less predictable rates, adversely impacting our growth. As of February 24, 2026, the time charters of 4 of our containerships will expire in 2026. For one of the aforementioned vessels, the charterer has the flexibility to employ the vessel until 2031.
 
While we generally expect to be able to obtain time charters for our vessels within a reasonable period prior to their time charter expiry or delivery, as applicable, we cannot be assured that this will occur in any particular case, or at all. If conditions worsen, despite securing a short-term time charter, it may not be continuous, leaving the vessel idle for some days in between charters. If such a trend occurs, we may then have to charter more of our containerships for shorter periods upon expiration or early termination of the current charters. As a result, our revenues, cash flows and profitability would then reflect fluctuations in the short-term charter market and become more volatile. It may also become more difficult or expensive to finance or refinance vessels that do not have long-term employment at fixed rates. In addition, we may have to enter into charters based on changing market prices, as opposed to contracts based on fixed rates, which would increase the volatility of our revenues, cash-flows and profitability and, during a period of depressed charter rates, could also result in a decrease in our revenues, cash flows and profitability, including our ability to pay dividends to our shareholders. If we are unable to re-charter these containerships or obtain new time charters at favorable rates or at all, it could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.
 
We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets, including our ships. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to pay our obligations and to make dividend payments depends entirely on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third party, including a creditor, or by the law of their respective jurisdiction of incorporation which regulates the payment of dividends. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to declare or pay dividends.
 
Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares) or if there is no surplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or if it would be rendered insolvent by the payment of such a dividend. We may not have sufficient surplus or net profits in the future to pay dividends, and our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. As a result of these and other factors, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income. We can give no assurance that dividends will be paid in the future or the amounts of dividends which may be paid.
 
Our credit facilities or other financing arrangements contain payment obligations and restrictive covenants that may limit our liquidity and our ability to expand our fleet. A failure by us to meet our obligations under our credit facilities could result in an event of default under such credit facilities and foreclosure on our vessels.
 
Our credit facilities impose certain operating and financial restrictions on us. These restrictions in our existing credit facilities generally limit Costamare Inc., and/or our subsidiaries’ ability to, among other things:
 

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pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends;
 
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purchase or otherwise acquire for value any shares of our subsidiaries’ capital;
 

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make or repay loans or advances, other than repayment of the credit facilities;
 

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make investments in or provide guarantees to other persons;
 

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sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person, including Costamare Inc. and our subsidiaries;
 

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create liens on assets; or
 

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allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued and outstanding share capital.
 
Our credit facilities also require Costamare Inc. and certain of our subsidiaries to maintain the aggregate of (a) the market value, (on a charter free or charter inclusive basis, as applicable), of the mortgaged vessel or vessels and (b) the market value of any additional security provided to the lenders, above a percentage ranging between 110% to 140% of the then-outstanding amount of the credit facility and any related swap exposure.
 
Costamare Inc. is required to maintain compliance with certain financial covenants to maintain minimum liquidity, minimum market value adjusted net worth, interest coverage and leverage ratios, as defined.
 

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the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after deducting all cash and cash equivalents) may not exceed 0.75:1;
 

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the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1, however such covenant should not be considered breached unless the Company’s liquidity is less than 5% of the total debt;
 

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the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the total debt; and
 

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the market value adjusted net worth must at all times exceed $500 million.
 
A failure to meet our payment and other obligations could lead to defaults under our credit facilities. Our lenders could then accelerate our indebtedness and foreclose on the vessels in our fleet securing those credit facilities, which could result in the acceleration of other indebtedness that we may have at such time and the commencement of similar foreclosure proceedings by other lenders. If any of these events occur, we cannot guarantee that our assets will be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, such financing may not be on terms that are favorable or acceptable. The loss of these vessels would have a material adverse effect on our operating results and financial condition as well as on our cash flows, including cash available for dividends to our shareholders. For additional information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.
 
Substantial debt levels may limit our ability to obtain additional financing and pursue other business opportunities or to pay dividends and may increase our cost of borrowing or cause us to issue additional equity securities which would be dilutive to existing shareholders.
 
As of December 31, 2025, we had outstanding indebtedness of approximately $1.5 billion, including the obligations under our credit facilities and other financing arrangements, and we expect to incur additional indebtedness as we grow our fleet or in order to cover its operational needs. This level of debt could have important consequences to us, including the following:

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our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
 

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we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt, thereby reducing the funds that would otherwise be available for operations, future business opportunities and dividends to our shareholders;
 

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our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and
 

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our debt level may limit our flexibility in responding to changing business and economic conditions.
 
Our ability to service our debt depends upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. We may not be able to refinance all or part of our maturing debt on favorable terms, or at all. If our operating income is not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or discontinuing dividend payments, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all.
 
In the future we may change our operational and financial model by replacing amortizing debt in favor of non-amortizing debt with a higher fixed or floating rate without shareholder approval, which may increase our risk of defaulting on our indebtedness if market conditions become unfavorable.
 
The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates and foreign currencies can result in reductions in our shareholders’ equity as well as reductions in our income. There can be no assurance that these hedges will be effective as they depend on the credit worthiness of our counterparties.
 
We have entered into interest rate swaps and interest rate caps generally for purposes of managing our exposure to fluctuations in interest rates applicable to indebtedness under our credit facilities which were advanced at floating rates based on the Secured Overnight Financing Rate (“SOFR”) and to manage our exposure to fluctuations in foreign currencies. The amount of interest we may be required to pay may end up being higher than the amount we would have to pay had we not entered in such derivative contracts, depending on market circumstances. As of December 31, 2025, the aggregate notional amount of interest rate swaps and interest rate caps as of such date was $631.8 million. As of December 31, 2025, our obligations under fixed rate loans and other financing arrangements, which were under fixed interest rates amounted to $286.9 million.
 
From time to time, we also enter into certain currency hedges. As of December 31, 2025, the Company was engaged in 12 Euro/U.S. dollar contracts totaling $14.1 million. Furthermore, we have entered into 12 Euro/U.S. dollar call options totaling $21.2 million. There is no assurance that our derivative contracts or any that we enter into in the future will provide adequate protection (when traded for hedging purposes) against adverse changes in interest rates or currency exchange rates or that our counterparties will be able to perform their obligations. In addition, as a result of the implementation of new regulation of the swaps markets in the United States, the European Union and elsewhere over the next few years, the cost of interest rate and currency hedges may increase or suitable hedges may not be available.
 
While we monitor the credit risks associated with our counterparties and many of our derivative contracts are cleared through clearinghouses, there can be no assurance that these counterparties would be able to meet their commitments under our derivative contracts or any future derivative contract. The potential for our counterparties to default on their obligations under our derivative contracts may be highest when we are most exposed to the fluctuations in interest and currency rates such contracts are designed to hedge, and several or all of our counterparties may simultaneously be unable to perform their obligations due to the same events or occurrences in global financial markets.
 
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To the extent our existing derivative contracts do not, and future derivative contracts may not, qualify for treatment as hedges for accounting purposes we would recognize fluctuations in the fair value of such contracts in our statement of income. In addition, changes in the fair value of our derivative contracts that qualify for hedge accounting are recognized in “Accumulated Other Comprehensive Income” on our balance sheet, and can affect compliance with the net worth covenant requirements in our credit facilities. Changes in the fair value of our derivative contracts that do not qualify for treatment as hedges for accounting and financial reporting purposes affect, among other things, our net income and our earnings per share. For additional information see “Item 5. Operating and Financial Review and Prospects”.
 
Fluctuations in interest rates could result in financial losses for us.
 
We are exposed to a market risk relating to fluctuations in interest rates because the majority of our credit facilities bear interest costs at a floating rate based on SOFR. Significant increases in interest rates could adversely affect our financial position, results of operations and our ability to service our debt. From time to time, we take positions in interest rate derivative contracts in order to manage our exposure to and risk associated with such interest rates fluctuations, however no assurance can be given that the use of these derivative instruments may effectively protect us from adverse interest rate movements. For example, between the start of 2022 to the end of 2023, SOFR increased from 0.05% to 5.38%. While SOFR gradually decreased in 2024 and 2025, it remains elevated at 3.87% as of the end of 2025. As of December 31, 2025, our obligations under our secured credit facilities that bear interest at SOFR plus a margin amounted to $1,236.1 million. For additional information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.
 
Because we generate all of our revenues in United States dollars but incur a significant portion of our expenses in other currencies, exchange rate fluctuations could negatively affect our results of operations.
 
Fluctuations in currency exchange rates may have a material impact on our financial performance. We currently generate all of our revenues in United States dollars, but a substantial portion of our vessels’ operating expenses are incurred in currencies other than United States dollars. Additionally, certain of our payment obligations in connection with our newbuildings under construction and the related financing agreements for those vessels may be denominated in currencies other than United States dollars. Any changes in the value of the United States dollar relative to other currencies, in particular the Euro and the Chinese Yuan, could adversely affect our revenues and cash flows, and our ability to service our debt or pay dividends to our shareholders. Expenses and payment obligations incurred in foreign currencies against which the United States dollar falls in value could increase, thereby decreasing our net income. While we may hedge some of this exposure from time to time, there is no assurance that our hedging strategy will be successful. Accordingly, our U.S. dollar-denominated results of operations and financial condition and ability to pay dividends could suffer from adverse currency exchange rate movements. For additional information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.
 
Increased competition in technology and innovation could reduce our charter hire income and the value of our vessels.
 
The charter rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed and fuel economy as well as greenhouse gas emissions intensity. Flexibility includes the ability to operate in regulated areas (e.g., Sulfur Emission Control Areas and Nitrogen Oxide (NOx) Emission Control Areas) enter harbors, utilize related docking facilities and pass through canals and straits. Physical life is related to the original design and construction, maintenance and the impact of the stress of operations. If new vessels are built in the future that are more efficient or flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect our ability to re-charter, the amount of charter hire payments that we receive for our vessels once their current time charters expire and the resale value of our vessels. This could adversely affect our revenues and cash flows, and our ability to service our debt or pay dividends to our shareholders.
 
We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income.
 
Our business and the operation of our vessels are materially affected by environmental regulations in the form of international, national, state and local laws, regulations, conventions, treaties and standards in force in international waters and the jurisdictions in which our vessels operate, as well as in the country or countries of their registration, including regulations governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, water discharges, ballast water management and climate change. We may incur substantial costs in complying with these requirements, including costs for ship modifications and changes in operating procedures. Because such conventions, laws and regulations are often revised, it is difficult to predict the ultimate cost of compliance with such requirements or their impact on the resale value or useful lives of our vessels.
 
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Environmental regulations may also require or cause a reduction in cargo capacity, vessel modifications or operational changes or restrictions, lead to decreased availability of or increased costs for insurance coverage relating to environmental matters or result in the denial of access to certain jurisdictional waters or ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including obligations to pay for emissions allowances, cleanup obligations and claims for natural resource damages, personal injury and/or property damages in the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connection with our operations. Violations of, or liabilities under, environmental requirements can also result in substantial penalties, fines and other sanctions, including criminal sanctions, and, in certain instances, seizure or detention of our vessels. Events of this nature or additional environmental conventions, laws and regulations could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flow, including cash available for dividends to our shareholders.
 
For example, the International Safety Management Code (the “ISM Code”) requires vessel managers to develop and maintain an extensive “Safety Management System” (“SMS”) and to obtain a Safety Management Certificate (“SMC”) verifying compliance with its approved SMS and a document of compliance with the ISM Code from the government of each vessel’s flag state. Failure to comply with the ISM Code may lead to withdrawal of the permit to operate or manage the vessels, subject us to increased liability, decrease or suspend available insurance coverage for the affected vessels, or result in a denial of access to, or detention in, certain ports. Each of the vessels in our fleet, Costamare Shipping and each of our sub-managers is ISM Code-certified, although such certifications are subject to change or revocation.
 
Furthermore, on January 1, 2020, the emissions standard under MARPOL Annex VI for the reduction of sulphur oxides came into force. Compliance with this emissions standard requires either the installation of exhaust gas scrubbers, which allows the vessel to use the existing, less expensive, high sulphur content fuel, or fuel system modification and tank cleaning, which allows the vessel to use more expensive, low sulphur fuel. It is unclear how the emissions standard will affect the employment of vessels in the future, given that the cost of fuel is borne by our charterers for vessels employed on a time charter basis. Our owned vessels that are not equipped with scrubbers may be less competitive compared to vessels that are equipped with scrubbers. As of February 24, 2026, we owned 15 containerships in the water that are equipped with scrubbers. In addition, all our newbuild vessels under construction will be equipped with scrubbers. Ships not equipped with exhaust gas scrubbers may become less competitive (compared with ships equipped with exhaust gas scrubbers that can utilize the less expensive high sulphur fuel), may have difficulty finding employment, may command lower charter hire and/or may need to be scrapped.
 
In addition, on December 31, 2018, our European Union Member State-flagged (“EU-flagged”) vessels became subject to Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling (the “EU Ship Recycling Regulation” or “ESRR”) and exempt from the Regulation (EC) No 1013/2006 of the European Parliament and of the Council of 14 June 2006 on shipments of waste (the “European Waste Shipment Regulation” or “EWSR”) which had previously governed their disposal and recycling. The EWSR continues to be applicable to Non-European Union Member State-flagged (“non-EU-flagged”) vessels. As of December 31, 2025, 33 of our 69 vessels in the water were EU-flagged.
 
Under the ESRR, commercial EU-flagged vessels of 500 gross tonnage and above may be recycled only at shipyards included on the European List of Authorised Ship Recycling Facilities (the “European List”). As of December 31, 2025, all our EU-flagged vessels met this weight specification. The European List presently includes ten facilities in Turkey but no facilities in the major ship recycling countries in Asia. The combined capacity of the European List facilities may prove insufficient to absorb the total recycling volume of EU-flagged vessels. This circumstance, in tandem with a possible decrease in cash sales, may result in longer wait times for divestment of recyclable vessels as well as downward pressure on the purchase prices offered by European List shipyards. Furthermore, facilities located in the major ship recycling countries generally offer significantly higher vessel purchase prices, and as such, the requirement that we utilize only European List shipyards may negatively impact revenue from the residual values of our vessels.
 
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In addition, the EWSR requires that non-EU-flagged ships departing from European Union ports be recycled solely in Organization for Economic Cooperation and Development (OECD) member countries. In March 2018, the Rotterdam District Court ruled that the sales of four recyclable vessels by third-party Dutch ship owner Seatrade to cash buyers, who then reflagged and resold the vessels to non-OECD country recycling yards, were effectively indirect sales to non-OECD country yards, in violation of the EWSR. As a result, we may be subject to heightened risk of non-compliance, due diligence obligations and costs in instances where we sell older ships to cash buyers for vessel recycling.
 
Governmental regulation of the shipping industry, particularly in the areas of safety and environmental requirements, is expected to become stricter in the future. We believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will lead to additional compliance obligations, including enhanced risk assessment and security requirements and greater inspection and safety requirements for vessels. To comply with new environmental laws and regulations and other requirements that may be adopted, we may be required to incur significant capital and operational expenditures to keep our vessels in compliance, or to scrap or sell certain vessels entirely. For additional information see “Item 4. Information on the Company B. Business Overview—Risk of Loss and Liability Insurance—Environmental and Other Regulations”.
 
Climate change and related legislation or regulations may adversely impact our business, including potential financial, operational and physical impacts.
 
Growing concern about the sources and impacts of global climate change has led to the proposal or enactment of a number of domestic and foreign legislative and administrative measures, as well as international agreements and frameworks, to monitor, regulate and limit carbon dioxide and other greenhouse gas (“GHG”) emissions. Although the Paris Agreement, which was adopted under the UN Framework Convention on Climate Change in 2015, does not specifically require controls on GHG emissions from ships, it is possible that countries will seek to impose such controls as they implement the Paris Agreement or any new treaty that may be adopted in the future. In the European Union, emissions are regulated under the EU Emissions Trading System (the “EU ETS”), an EU-wide trading scheme for industrial GHG emissions. In May 2023, EU ETS regulations were amended in order to include emissions from maritime transport activities in the EU ETS and to require the monitoring, reporting and verification of emissions of additional greenhouse gases and emissions from additional ship types. In January 2024, the EU ETS was extended to cover CO2 emissions from all large ships (of 5,000 gross tonnage and above) entering EU ports, and as of 2026, now applies to methane and nitrous oxide emissions. Further, the EU MRV Regulation 2015/757 was extended last year to cover offshore vessels and general cargo ships of over 400 gross tonnage. Shipping companies will need to buy allowances that correspond to the emissions covered by the system. Additional jurisdictions may adopt similar GHG emissions monitoring and reduction schemes in the future.
 
The EU has also enacted the FuelEU Maritime Regulation (as defined below), which became effective on January 1, 2025. The regulation established uniform rules imposing a limit on the GHG intensity of the energy used onboard ships arriving at, staying within or departing from ports under the jurisdiction of an EEA country. It also established that from January 1, 2030, containerships and passenger ships will be required to connect to onshore power supply (OPS) or use zero-emission technology while at berth in a port of call under the jurisdiction of a member state. The Regulation requires reductions in the lifecycle GHG intensity of fuel measured on a Well-to-Wake (WtW) basis which will gradually increase over time, beginning with a 2% reduction in 2025, up to 80% by 2050. Both the EU ETS and FuelEU schemes impact the management of our vessels calling to EU ports, increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers. While we expect that in most cases, the cost of compliance with these schemes will be borne by our charterers under our time charter agreements, we are subject to counterparty credit risk that the charterers may fail to pay the required allowances, which could have a material adverse effect on our business, results of operations and financial condition.
 
In addition, as of January 2023, amendments to MARPOL Annex VI require ships to reduce GHG emissions using technological and operational approaches to improve energy efficiency and that provide important building blocks for future GHG emissions reduction measures. Under these regulations, vessels must calculate their Energy Efficiency Existing Ships Index (“EEXI”) and Carbon Intensity Indicator (“CII”), and vessels that receive poor ratings may incur additional regulatory burdens. These and other emission requirements present significant challenges for vessel owners and operators. To address any potential compliance challenges for some of our existing vessels, particularly the older ones, we may incur significant capital expenditures to apply efficiency improvement measures and meet the required EEXI threshold, such as steps associated with shaft/engine power limitation (power optimization), fuel change, energy saving devices and ship replacement. The EEXI and CII regulatory framework may also accelerate the scrapping of older tonnage, while the adoption of a shaft/engine power limitation as a measure to comply with such framework may lead to the continuing prevalence of slow steaming to even lower speeds. This, in turn, could result in the contracting/building of new ships to replace any reduction in capacity.
 
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In July 2023, the International Maritime Organization (“IMO”) adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, a framework for Member States that established new mid-term emissions reduction goals and guidance. In April 2025, at Marine Environment Protection Committee (“MEPC”) 83, MEPC approved the draft legal text of the IMO net-zero framework (“NZF”) to be included as a new chapter in MARPOL Annex VI. The NZF includes a new fuel standard for ships and a global GHG emissions pricing mechanism. These regulations were slated for adoption in October 2025; however MEPC agreed to adjourn the meeting on adoption until October 2026. As a result, the NZF may be subject to further changes. Adoption of the NZF may require us to incur additional capital expenditures to achieve compliance with the proposed regulations.
 
These requirements and any adoption of additional climate control legislation or other regulatory initiatives by the IMO, the European Union, the United States or other countries where we operate, or any treaty adopted at the international level, that restricts emissions of GHGs could significantly increase our operating costs, including for the purchase of emissions credits or penalties for our ships exceeding GHG emissions intensity requirements or applicable emissions thresholds, require us to make significant financial expenditures, including the installation of pollution controls, or reduce the value of our fleet, as well as have other impacts on our business or operations that we cannot predict with certainty at this time. Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more intense weather events. For additional information see “Item 4. Information on the Company B. Business Overview—Risk of Loss and Liability Insurance—Environmental and Other Regulations”.
 
We rely on information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.
 
The safe and efficient operation of our business including, but not limited to, accounting, billing, disbursement, booking and tracking, vessel scheduling, vessel operations and managing our financial exposure is dependent on computer hardware and software systems, which are operated by our affiliated managers. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent cybersecurity breaches, the access, capture or alteration of information by criminals, the exposure or exploitation of potential security vulnerabilities, the installation of malware or ransomware, acts of vandalism, computer viruses, misplaced data or data loss. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Failure of critical systems on board a vessel such as failure of its propulsion system or its steering and navigation control systems due to breaches on vessel’s information systems entails a major safety risk and could lead to dangerous situations for the safety of the seafarers on board the vessel, the vessel and potentially threaten the environment. Our managers and service providers also rely on information systems to provide us with their services. Any significant interruption or failure of our, or one of our manager’s or service provider’s, information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders. Furthermore, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.
 
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us, which could subject us to fines, penalties or subject us to litigation which could have an adverse effect on our results of operations and financial condition.
 
Our vessels have called and we expect will continue to call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims or penalties which could have an adverse effect on our business, results of operations, financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
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Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business.
 
International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and certain trans-shipment points. These inspection procedures can result in cargo seizure, delays in the loading, offloading, trans-shipment or delivery of containers, and the levying of customs duties, fines and other penalties against us.
 
Since the events of September 11, 2001, United States authorities have substantially increased container inspections. Government investment in non-intrusive container scanning technology has grown and there is interest in electronic monitoring technology, including so-called “e-seals” and “smart” containers, that would enable remote, centralized monitoring of containers during shipment to identify tampering with or opening of the containers, along with potentially measuring other characteristics such as temperature, air pressure, motion, chemicals, biological agents and radiation. Also, as a response to the events of September 11, 2001, additional vessel security requirements have been imposed, including the installation of security alert and automatic identification systems on board vessels.
 
It is unclear what additional changes, if any, to the existing inspection and security procedures may ultimately be proposed or implemented in the future, or how any such changes will affect the industry. It is possible that such changes could impose additional financial and legal obligations on us. Furthermore, changes to inspection and security procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of goods in containers uneconomical or impractical. Any such changes or developments could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
The operation of our vessels is also affected by the requirements set forth in the International Ship and Port Facilities Security Code (the “ISPS Code”). The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities. Although each of our vessels is ISPS Code-certified, any failure to comply with the ISPS Code or maintain such certifications may subject us to increased liability and may result in denial of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations.
 
Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.
 
A government of the jurisdiction where one or more of our vessels are registered could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes its owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would expect to be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment, if any, would be uncertain. Government requisition of one or more of our vessels may cause us to breach covenants in certain of our credit facilities, and could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
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Acts of piracy and attacks on ocean-going vessels could adversely affect our business.

Acts of piracy and attacks have historically affected ocean-going vessels trading in certain regions of the world, such as the South China Sea, the Malacca Strait, the Red Sea, the Gulf of Aden, the Persian Gulf and the Arabian Sea. Piracy continues to occur in the Gulf of Aden, off the coast of Somalia, West Africa, and increasingly in the Gulf of Guinea. Furthermore, the seizures and attacks by the Houthi and Iran on commercial vessels in the Red Sea, Gulf of Aden, the Persian Gulf and the Arabian Sea have impacted seaborne trade as many companies have decided to reroute vessels to avoid the Suez Canal and Red Sea. We consider potential acts of piracy to be a material risk to the international shipping industry, and protection against this risk requires vigilance. Our vessels regularly travel through regions where pirates are active. Crew costs could also increase in such circumstances. In the event that a vessel is seized and remains in captivity for a period exceeding 180 days, the charterers will terminate the charter and the insurance cover will expire. We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends.
 
Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.
 
The operation of any vessel includes risks such as mechanical failure, collision, fire, contact with floating objects, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of a marine disaster, including oil spills and other environmental incidents. There are also liabilities arising from owning and operating vessels in international trade. We procure insurance for our fleet of containerships in relation to risks commonly insured against by vessel owners and operators. Our current insurance includes (i) hull and machinery insurance covering damage to our and third-party vessels’ hulls and machinery, (ii) war risks insurance covering losses associated with the outbreak or escalation of hostilities and (iii) protection and indemnity insurance (which includes environmental damage) covering, among other things, third-party and crew liabilities such as expenses resulting from the injury or death of crew members, passengers and other third parties, the loss or damage to cargo, third-party claims arising from collisions with other vessels, damage to other third-party property and pollution arising from oil or other substances.
 
We can give no assurance that we are adequately insured against all risks or that our insurers will pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel in the event of a loss of a vessel. Under the terms of our credit facilities, we are subject to restrictions on the use of any proceeds we may receive from claims under our insurance policies. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. For example, more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability of insurance against risks of, environmental damage or pollution. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage. There is no cap on our liability exposure for such calls or premiums payable to our protection and indemnity association. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. A catastrophic oil spill or marine disaster could exceed our insurance coverage, which could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our shareholders. Any uninsured or underinsured loss could harm our business and financial condition. In addition, the insurance may be voidable by the insurers as a result of certain actions, such as vessels failing to maintain required certification.
 
We do not carry loss of hire insurance. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled dry-docking due to damage to the vessel from accidents. Accordingly, any loss of a vessel or any extended period of vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our shareholders.
 
Our charterers may engage in legally permitted trading in locations which may still be subject to sanctions or boycott, such as Iran. Our insurers may be contractually or by operation of law prohibited from honoring our insurance contract for such trading, which could result in reduced insurance coverage for losses incurred by the related vessels. Furthermore, our insurers and we may be prohibited from posting or otherwise be unable to post security in respect of any incident in such locations, resulting in the loss of use of the relevant vessel and negative publicity for our Company which could negatively impact our business, results of operations, cash flows and share price.
 
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Maritime claimants could arrest our vessels, which could interrupt our cash flows.
 
Crew members, suppliers of goods and services to a vessel, shippers or receivers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages, including, in some jurisdictions, for debts incurred by previous owners. In many jurisdictions, a maritime lien-holder may enforce its lien by arresting a vessel. The arrest or attachment of one or more of our vessels, if such arrest or attachment is not timely discharged, could cause us to default on a charter or breach covenants in certain of our credit facilities, could interrupt our cash flows and could require us to pay large sums of money to have the arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels or to Costamare Bulkers’ vessels or to other vessels privately owned or controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos. Any of these occurrences could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.
 
Compliance with safety and other requirements imposed by classification societies may be very costly and may adversely affect our business.
 
The hull and machinery of every commercial vessel must be classed by a classification society. The classification society certifies that the vessel has been built and maintained in accordance with the applicable rules and regulations of the classification society. Every vessel must comply with all applicable international conventions and the regulations of the vessel’s flag state as verified by a classification society and must successfully undergo periodic surveys, including annual, intermediate and special surveys. If any vessel does not maintain its class, it will lose its insurance coverage and therefore will be unable to trade, and the vessel’s owner will be in breach of relevant covenants under its financing arrangements. Failure to maintain the class of one or more of our vessels could have a material adverse effect on our financial condition and results of operations, as well as our cash flows, including cash available to pay dividends to shareholders.
 
Our business depends upon certain members of our senior management who may not necessarily continue to work for us.
 
Our future success depends to a significant extent upon our chairman and chief executive officer, Konstantinos Konstantakopoulos, certain members of our senior management and our managers and service providers. Mr. Konstantakopoulos has substantial experience in the container shipping industry and has worked with us and our managers for many years. He, our managers and certain of our senior management team are crucial to the execution of our business strategies and to the growth and development of our business. If these individuals were no longer to be affiliated with us or our managers, or if we were to otherwise cease to receive services from them, we may be unable to recruit other employees with equivalent talent and experience, which could have a material adverse effect on our financial condition and results of operations.
 
Our arrangements with our chief executive officer restrict his ability to compete with us, and such restrictive covenants generally may be unenforceable.
 
Konstantinos Konstantakopoulos, our chairman and chief executive officer, entered into a restrictive covenant agreement with us on November 3, 2010, which was most recently amended and restated on June 26, 2025, under which, during the period of Mr. Konstantakopoulos’ employment or service with us and for six months thereafter, Mr. Konstantakopoulos will agree to restrictions on his ownership and acquisition of interests in any containership, and any business involved in the ownership of containerships, subject to certain exceptions, including (i) pursuant to his involvement with us, (ii) with respect to certain acquisitions that we are first given the opportunity to make and (iii) interests acquired prior to entering into the restrictive covenant agreement.
 
Konstantinos Konstantakopoulos has also agreed that if one of our vessels and a vessel majority owned directly or indirectly by him are both available and meet the criteria for an available charter, our vessel will be offered such charter. Such priority chartering obligation currently applies in respect of one containership privately owned or controlled by Mr. Konstantakopoulos, but does not apply to five containerships owned by companies in which Mr. Konstantakopoulos holds a passive interest, including one containership where one of our non-independent board members also holds a minority interest. This could give rise to a conflict of interest, which could adversely impact our results of operations.
 
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We also cannot rule out the possibility that our board of directors will grant waivers to the restrictive covenant agreement. These restrictions have been waived by the board of directors or do not apply with respect to six containerships in which Konstantinos Konstantakopoulos has an interest, with no such waivers occurring in the year ending December 31, 2025. For more information on the restrictive covenant agreement, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Konstantinos Konstantakopoulos Restrictive Covenant Agreement”.
 
In addition, the restrictive covenant agreement is governed by English law, and English law generally does not favor the enforcement of such restrictions which are considered contrary to public policy and facially are void for being in restraint of trade. Our ability to enforce these restrictions, should it ever become necessary, will depend upon us establishing that there is a legitimate proprietary interest that is appropriate to protect, and that the protection sought is no more than is reasonable, having regard to the interests of the parties and the public interest. We cannot give any assurance that a court would enforce the restrictions as written by way of an injunction or that we could necessarily establish a case for damages as a result of a violation of the restrictive covenants agreement.
 
Our chairman and chief executive officer has affiliations with our managers and others that could create conflicts of interest between us and our managers or other entities in which he has an interest.
 
Pursuant to the Framework Agreement between Costamare Shipping Company S.A. (“Costamare Shipping”) and us dated November 2, 2015, as most recently amended and restated on May 6, 2025 (the “Framework Agreement”), the Services Agreement between Costamare Shipping Services Ltd. (“Costamare Services”) and our vessel-owning subsidiaries dated November 2, 2015, as most recently amended and restated on May 6, 2025 (the “Services Agreement”) and the separate ship-management agreements pertaining to each vessel, our managers provide us with, among other things, commercial, technical and other services. Costamare Shipping and Costamare Services are controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos alone or together with a member of his family.
 
 As of February 24, 2026, Costamare Shipping is also the manager of one container vessel privately owned by our chairman and chief executive officer. Additionally, Costamare Services provides post fixture services in respect of one container vessel partly owned by our chairman and chief executive officer. Starting in 2024, certain of our vessel-owning subsidiaries appointed Navilands Container Management Ltd. (“Navilands”) as manager to provide their vessels, together with Costamare Shipping, with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries and Navilands. Navilands may subcontract certain services to and enter into a relevant sub-management agreement with Navilands (Shanghai) Containers Management Ltd. (“Navilands (Shanghai)”). Starting in January 2026, our vessel-owning subsidiaries have appointed Navilands Maritime Services Ltd. (“Navilands Maritime”) to provide purchasing services and support services in relation to vessel maintenance, repairs and dry-docking as requested. Navilands, Navilands (Shanghai) and Navilands Maritime are controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, and a non-independent board member is a minority shareholder.
 
In addition, our chairman and chief executive officer, Konstantinos Konstantakopoulos, owns 50% of Blue Net Chartering GmbH & Co. KG (“Blue Net”) which provides charter brokerage services to our containerships under a brokerage agreement (the “Brokerage Agreement”) and of Blue Net Chartering Asia Pte. Ltd. (“Blue Net Asia”) which provides charter brokerage services to our containerships on a case by case basis. Blue Net does not provide its services to the vessels for which charter brokerage services are being provided by Blue Net Asia. The terms of the Framework Agreement, the Services Agreement, the separate ship management agreements and the Brokerage Agreement were not negotiated at arm’s length by non-related third parties. Accordingly, the terms may be less favorable to the Company than if such terms were obtained from a non-related third party. See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”.
 
Additionally, Konstantinos Konstantakopoulos, our chairman and chief executive officer, is the owner as of February 24, 2026 of approximately 28.9% of our common stock. Mr. Konstantakopoulos also holds 1,200 shares of the new Series F Preferred Stock which entitle its holder to 50,000 votes per share, and accordingly he effectively holds 52.5% of the voting power in the Company. This relationship could create conflicts of interest between us, on the one hand, and our affiliated managers or service providers, on the other hand. These conflicts, which are addressed in the Framework Agreement, the Services Agreement, the separate ship management agreements, the Brokerage Agreement and the restrictive covenant agreement between us and our chairman and chief executive officer, may arise in connection with the chartering, purchase, sale and operation of the vessels in our fleet versus vessels owned or chartered-in by other companies, including companies affiliated with our chairman and chief executive officer. These conflicts of interest may have an adverse effect on our results of operations. See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet”, “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions— Restrictive Covenant Agreements” and “Item 10. Additional Information—B. Memorandum and Articles of Association— Series F Preferred Stock”.
 
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In addition, in connection with Costamare’s investment in the leasing business, Neptune entered into an Amended and Restated Management Services Agreement (the “Neptune Management Agreement”) with Neptune Global Financing Limited (the “Neptune Manager”). The Neptune Manager is 51% owned by Konstantinos Konstantakopoulos. The terms of the Neptune Management Agreement were not negotiated at arm’s length by non-related third parties. Accordingly, the terms may be less favorable to the Company than if such terms were obtained from a non-related third party. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Neptune Management Agreement”.
 
Our chairman and chief executive officer, Konstantinos Konstantakopoulos, privately owns one containership (which is comparable to two of our vessels) and holds a passive interest in certain companies that own five containerships (which are comparable to 22 of our vessels), including one containership where one of our non-independent board members also holds a minority interest. Both Mr. Konstantakopoulos and the non-independent board member may acquire additional vessels. These vessels may compete with the Company’s vessels for chartering opportunities. These investments were entered into following the review and approval of our audit committee and board of directors. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Other Transactions”.
 
Costamare Bulkers may compete in the international containership industry, and we may compete in the international dry bulk shipping industry moving forward which could result in conflicts of interest.
 
Following the completion of the Spin-Off, Costamare Bulkers owned only dry bulk vessels and the dry bulk operating platform under CBI, and we owned only containerships and our leasing business under NML. While we do not currently have plans to expand outside of the containership industry into other international shipping sectors, such as the dry bulk shipping industry, there can be no assurances that we will not do so in the future.
 
While the Separation and Distribution Agreement includes certain restrictions on our ability to operate in the dry bulk shipping industry, Costamare Bulkers is not similarly restricted with respect to the containership industry. For example, the Separation and Distribution Agreement restricts us from acquiring or owning dry bulk vessels or a controlling interest in a business that owns such vessels without offering Costamare Bulkers the opportunity to acquire such dry bulk vessels. Only if Costamare Bulkers is not willing or able to acquire such dry bulk vessels under the terms of the Separation and Distribution Agreement, are we then free to own, operate and charter such dry bulk vessels. Costamare Bulkers’ ability to own containership vessels and to acquire or invest in a business that owns such vessels is not so restricted, and we do not have a similar right of first refusal.
 
Additionally, in the event Costamare Bulkers enters the international containership industry or we enter the international dry bulk shipping industry, conflicts of interest may arise from the following relationships:
 

•
our affiliated managers have substantially similar contractual relationships with Costamare Bulkers as they have with us, which does not include any restrictions on offering dry bulk or containership opportunities to Costamare Bulkers before us or to us before Costamare Bulkers,
 

 •
certain members of our board of directors and our management are also members of the board of directors or management of Costamare Bulkers, and
 

 •
our major shareholders, Konstantinos Konstantakopoulos and members of his family, are also major shareholders of Costamare Bulkers.

Such potential conflicts of interest, as well as Costamare Bulkers’ activity in the international containership industry, could have an adverse effect on the results of our operations.
 
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Certain of our managers are permitted to, and are actively seeking to, provide management services to vessels owned by third parties that compete with us, which could result in conflicts of interest or otherwise adversely affect our business.
 
Costamare Shipping and Costamare Services provide and may provide in the future management services and other services in respect of vessels owned by Costamare Bulkers, as well as entities controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, or members of his family and their affiliates that are similar to and may compete with our vessels. V.Ships Greece, Navilands, Navilands (Shanghai), HanseContor Shipmanagement GmbH & Co. KG (“HanseContor”) and F. A. Vinnen & Co. (GmbH & Co. KG) (“Vinnen”) provide or may provide services to third parties. Blue Net and Blue Net Asia provide brokerage services to third-party vessels, including vessels that are similar to and compete with our vessels. These third-party vessels include vessels owned by Peter Döhle Schiffahrts- KG, a German integrated ship owner and manager, which also controls 50% of Blue Net and Blue Net Asia. Our managers’ provision of management services to third parties, including related parties, that may compete with our vessels could give rise to conflicts of interest or adversely affect the ability of these managers to provide the level of service that we require. Conflicts of interest with respect to certain services, including sale and purchase and chartering activities, among others, may have an adverse effect on our results of operations.
 
Our managers are privately held companies and there is little or no publicly available information about them.
 
The ability of our managers to continue providing services for our benefit will depend in part on their own financial strength. Circumstances beyond our control could impair our managers’ financial strength, and because they are privately held companies, information about their financial strength is not publicly available. As a result, an investor in our stock might have little advance warning of problems affecting any of our managers, even though these problems could have a material adverse effect on us. As part of our reporting obligations as a public company, we will disclose information regarding our managers that has a material impact on us to the extent that we become aware of such information.
 
We depend on our managers to operate and expand our business and compete in our markets.
 
Pursuant to the Framework Agreement, the Services Agreement and the separate ship-management agreements pertaining to each vessel, our managers provide us with, among other things, commercial, technical and other services. See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”. Our operational success and ability to execute our growth strategy depends significantly upon our managers’ satisfactory performance of these services. Our business will be harmed if such entities fail to perform these services satisfactorily or if they stop providing these services.
 
Costamare Shipping, one of our managers, also owns the Costamare trademarks, which consist of the name “COSTAMARE” and the Costamare logo, and has agreed to license each trademark to us on a royalty free basis for the life of the Framework Agreement. If the Framework Agreement or the Services Agreement were to be terminated or if their terms were to be altered, our business could be adversely affected, as we may not be able to immediately replace such services, and even if replacement services were immediately available, the terms offered could be less favorable than the ones offered by our managers.
 
Our ability to compete for and enter into new time charters or potential voyage charters and to expand our relationships with our existing charterers depends largely on our relationship with our managers and their reputation and relationships in the shipping industry. If our managers suffer material damage to their reputation or relationships, it may harm the ability of us or our subsidiaries to:
 

•
renew existing charters upon their expiration;
 

 •
obtain new charters;
 

 •
successfully enter into sale and purchase transactions and interact with shipyards;
 
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 •
obtain financing and other contractual arrangements with third parties on commercially acceptable terms (therefore potentially increasing operating expenditure for the fleet);
 

 •
maintain satisfactory relationships with our charterers and suppliers;
 

 •
operate our fleet efficiently; or
 

 •
successfully execute our business strategies.
 
If our ability to do any of the things described above is impaired, it could have a material adverse effect on our financial condition and results of operations, as well as our cash flows.
 
Our affiliated managers and our executives are employed by or provide certain services to other companies, including Costamare Bulkers, which may negatively affect our operations.
 
Costamare Shipping provides commercial, technical and other services to vessel-owning subsidiaries of Costamare Bulkers and to companies controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos. Costamare Services provides the vessel-owning subsidiaries of Costamare Bulkers with chartering, sale and purchase, insurance and certain representation and administrative services and is controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, and a member of his family. Further, our directors and members of senior management are not required to work full-time on our affairs, and certain of our executives are employed by or provide their services to other companies.
 
For example, Konstantinos Konstantakopoulos, our chairman and chief executive officer, and Gregory Zikos, our chief financial officer, are employed by and provide their services to Costamare Shipping and Costamare Services. Gregory Zikos also serves as the chief executive officer of Costamare Bulkers. These other business activities may create conflicts of interest in matters involving or affecting us and it is not certain that any of these conflicts will be resolved in our favor. This could also detract from the time and attention that our affiliated managers and our executives can dedicate to our business and their obligations to us. If any of our executives or our affiliated managers are unable to devote sufficient time to managing our business, this could have a material adverse effect on our operations and financial results.
 
Being active in two lines of business requires management to allocate significant attention and resources, and failure to successfully or efficiently manage each line of business may harm our business and operating results.
 
In the first quarter of 2023 we entered into a leasing business. See “Item 4. Information on the Company—Business Overview—General.” Our management team must devote significant attention and resources to different lines of business, and the time spent on each business will vary significantly from time to time depending on various circumstances and needs of each business. Each business requires significant attention from our management and could divert resources away from the day-to-day management of the other business, which could harm our business, results of operations, and financial condition.
 
Our vessels may call at ports located in countries that are subject to restrictions imposed by the United Nations, the United States government, the European Union, the United Kingdom and other governments, which could negatively affect the trading price of our shares of common stock.
 
The United Nations, the United States, the European Union, the United Kingdom and other governments and their agencies impose sanctions and embargoes on certain countries and maintain lists of countries, individuals or entities they consider to be state sponsors of terrorism, involved in prohibited development of certain weapons or engaged in human rights violations. From time to time on charterers’ instructions, our vessels have called and may again call at ports located in countries that have been subject to sanctions and embargoes imposed by the United Nations, the United States, the European Union, the United Kingdom and other governments and their agencies, including ports in Iran, Syria and Sudan.
 
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The sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended, strengthened or lifted over time. The United States sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury principally apply, with limited exception, to U.S. persons (defined as any United States citizen, permanent resident alien, entity organized under the laws of the United States or any jurisdiction within the United States, or any person in the United States) only, not to non-U.S. companies. The United States can, however, extend sanctions liability to non-U.S. persons, including non-U.S. companies, such as our Company.
 
For example, in 2010, the United States enacted the Comprehensive Iran Sanctions Accountability and Divestment Act (“CISADA”), which expanded the scope of the former Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to non-U.S. companies, such as the Company, and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. The Secretary of the Treasury may prohibit any transactions or dealings, including any U.S. capital markets financing, involving any person found to be in violation of Executive Order 13608. Also in 2012, the U.S. enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”), which created new sanctions and strengthened existing sanctions. Among other things, the ITRA intensifies sanctions regarding the provision of goods, services, infrastructure or technology to Iran’s petroleum or petrochemical sector. The ITRA also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person’s vessels from U.S. ports for up to two years. The ITRA also includes a requirement that issuers of securities must disclose to the SEC in their annual and quarterly reports filed after February 6, 2013 if the issuer or “any affiliate” has “knowingly” engaged in certain sanctioned activities involving Iran during the timeframe covered by the report. In January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 (the “IFCA”), which expanded the scope of U.S. sanctions on any person that is part of Iran’s energy, shipping or shipbuilding sector and operators of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material or other support to these entities.
 
In 2022, in response to the ongoing conflict in Ukraine, the United States and several European countries imposed various economic sanctions against Russia, prohibitions on imports of Russian energy products, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, prohibitions on the maritime transport of Russian oil and petroleum products that are purchased at or above a certain price, and prohibitions on investments in the Russian energy sector by U.S. persons, among other restrictions. Additionally, the ongoing conflict could result in the imposition of further economic sanctions by the United States and the European Union against Russia.
 
The United States can also remove sanctions it has previously imposed. On January 16, 2016, the United States suspended certain sanctions against Iran applicable to non-U.S. companies, such as the Company, pursuant to the nuclear agreement reached between Iran, China, France, Germany, Russia, the United Kingdom, the United States and the European Union. To implement these changes, beginning on January 16, 2016, the United States waived enforcement as to non-U.S. companies of many of the sanctions against Iran’s energy and petrochemical sectors described above, among other things, including certain provisions of CISADA, ITRA, and IFCA. However, in May 2018, the United States announced its withdrawal from the Joint Comprehensive Plan of Action and almost all of the U.S. sanctions waived and lifted in January 2016 were reinstated in August 2018 and November 2018, respectively. In addition, in May 2019 and January 2020, additional sectors of the Iranian economy became subject to sanctions. The May 2019 sanctions targeted the iron, steel, aluminum and copper sectors of Iran, and the January 2020 sanctions targeted the construction, mining, manufacturing and textiles sectors of Iran. These sanctions also encompass significant transactions to sell, supply or transfer to Iran goods or services related to the aforementioned sanctioned sectors.
 
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From January 2011 through December 2025, vessels in our fleet (including those owned pursuant to the Framework Deed (as defined below) but excluding vessels related to our discontinued operations) made a total of 206 calls to ports in Iran, Syria and Sudan, representing approximately 0.31% of our approximately 67,479 calls on worldwide ports, and may again call on ports located in countries subject to sanctions and embargoes imposed by the United States government as state sponsors of terrorism. However, in 2025, 2024 and 2023, none of our vessels made any calls to ports in Cuba, Iran, North Korea, Syria or Sudan. Although we believe that we were and are in compliance with all applicable sanctions and embargo laws and regulations through the implementation of a Company-wide sanctions policy, and intend to continue to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be expanded and subject to changing interpretations. Any such violation could result in fines or other penalties, could limit our ability to trade to the United States and other countries or charter our vessels, could limit our ability to obtain financing and could result in some investors deciding, or being required, to divest their interest, or not to invest, in the Company. In addition, if we have a casualty in sanctioned locations, including Iran, our underwriters may not provide required security, which could lead to the detention and subsequent loss of our vessel and the imprisonment of our crew, and our insurance policies may not cover the costs and losses associated with the incident. Additionally, some investors may decide to divest their interest, or not to invest, in the Company simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that may involve our vessels, and could result in fines or other penalties against the Company for failing to prevent those violations, could limit our ability to trade to the United States and other countries or charter our vessels, could limit our ability to obtain financing and could, in turn, negatively affect our reputation. Investor perception of the value of our common stock may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.
 
Further, on January 7, 2025, the U.S. Department of Defense released an update to its list of “Chinese military companies” that are “operating directly or indirectly in the United States” in accordance with Section 1260H of the National Defense Authorization Act for Fiscal Year 2021. Effective June 30, 2026, entities on this list and their controlled affiliates will be prohibited from entering into contracts with the U.S. Department of Defense for the procurement of goods, services, or technology, and effective June 30, 2027, the U.S. Department of Defense will be prohibited from purchasing goods or services produced or developed by entities on the list indirectly through third parties. In addition, entities on the list and their subsidiaries are prohibited from receiving contracts or other funding from the U.S. Department of Homeland Security. While the legal impact of being included in the list is relatively limited, such inclusion may have a material adverse effect on our reputation and our business opportunities. No entities of the Company are currently on the list. If we were included on a more restrictive sanctions list imposed by the U.S. government in the future, our ability to conduct business with U.S. companies could be further affected, which may have a material adverse effect on our business and results of operations.
 
Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business.
 
We may operate in a number of countries through the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in compliance with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
 
We are a Marshall Islands corporation, and the Marshall Islands does not have a well-developed body of corporate law or a bankruptcy act, and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under the laws of a jurisdiction in the United States.
 
Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act (the “BCA”). The provisions of the BCA are similar to provisions of the corporation laws of a number of states in the United States, most notably Delaware. The BCA also provides that it is to be applied and construed to make it uniform with the laws of Delaware and other states of the United States that have substantially similar legislative provisions or statutory laws. In addition, so long as it does not conflict with the BCA or decisions of the Marshall Islands courts, the BCA is to be interpreted according to the non-statutory law (or case law) of the State of Delaware and other states of the United States that have substantially similar legislative provisions or statutory laws. There have been, however, few court cases in the Marshall Islands interpreting the BCA, in contrast to Delaware, which has a well-developed body of case law interpreting its corporate law statutes. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as the courts in Delaware or such other states of the United States. For example, the rights and fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in the relevant U.S. jurisdictions. Shareholder rights may differ as well. As a result, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.
 
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The Marshall Islands has no established bankruptcy act, and as a result, any bankruptcy action involving our company would have to be initiated outside the Marshall Islands, and our public shareholders may find it difficult or impossible to pursue their claims in such other jurisdictions.
 
It may be difficult or impossible to enforce service of process and judgments against us and our officers and directors.
 
We are a Marshall Islands corporation and all of our subsidiaries are, and will likely be, incorporated in jurisdictions outside the United States. In addition, our executive offices are located outside of the United States in Monaco. All of our directors and officers reside outside of the United States, and all or a substantial portion of our assets and the assets of most of our officers and directors are, and will likely be, located outside of the United States. As a result, it may be difficult or impossible for U.S. investors to serve legal process within the United States upon us or any of these persons or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or our subsidiaries’ assets are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
 
There is also substantial doubt that the courts of the Marshall Islands or Monaco would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.
 
Risks Relating to our Securities
 
The price of our securities may be volatile and future sales of our equity securities could cause the market price of our securities to decline.
 
The price of our equity securities has been and may continue to be volatile and may fluctuate due to various factors including:
 

 •
actual or anticipated fluctuations in quarterly and annual results;
 

 •
fluctuations in the seaborne transportation industry, particularly in the containership market;
 

 •
our payment of dividends;
 

 •
mergers and strategic alliances in the shipping industry;
 

 •
changes in governmental regulations or maritime self-regulatory organization standards;
 

 •
shortfalls in our operating results from levels forecasted by securities analysts;
 

 •
announcements concerning us or our competitors;
 

 •
general economic conditions;
 

 •
terrorist acts;
 
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 •
future sales of our stock or other securities;
 

 •
investors’ perceptions of us and the international shipping industry;
 

 •
the general state of the securities markets; and
 

 •
other developments affecting us, our industry or our competitors.

The shipping industry and associated derivatives markets are highly unpredictable and volatile. Securities markets worldwide are experiencing significant price and volume fluctuations. The market price for our securities may also be volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our securities in spite of our operating performance. Consequently, you may not be able to sell our securities at prices equal to or greater than those at which you pay or paid.
 
Furthermore, sales of a substantial number of shares of our equity securities in the public market, or the perception that these sales could occur, may depress the market price for our securities. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future.
 
On July 6, 2016, we implemented a dividend reinvestment plan (the “Dividend Reinvestment Plan”) that offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock. Subject to the rules of the NYSE, in the future, we may issue, in addition to the shares to be issued under our Dividend Reinvestment Plan and the shares to be issued under the Services Agreement, additional shares of common stock, and other equity securities of equal or senior rank, without shareholder approval, in a number of circumstances.
 
During the year ended December 31, 2025, we have issued 31,096 new shares under the Dividend Reinvestment Plan. In addition, during the year ended December 31, 2025, we have issued 598,400 common shares to Costamare Services in payment of services rendered under the Services Agreement.
 
The issuance by us of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:
 

 •
our existing shareholders’ proportionate ownership interest in us will decrease;
 

 •
the dividend amount payable per share on our securities may be lower;
 

 •
the relative voting strength of each previously outstanding share may be diminished; and
 

 •
the market price of our securities may decline.
 
Our major shareholders also may elect to sell large numbers of shares held by them from time to time. The number of shares of common stock and Listed Preferred Stock available for sale in the public market will be limited by restrictions applicable under securities laws, and agreements that we and our executive officers, directors and existing shareholders may enter into with the underwriters at the time of an offering. Subject to certain exceptions, these agreements generally restrict us and our executive officers, directors and existing shareholders from directly or indirectly offering, selling, pledging, hedging or otherwise disposing of our equity securities or any security that is convertible into or exercisable or exchangeable for our equity securities and from engaging in certain other transactions relating to such securities for an agreed period after the date of an offering prospectus without the prior written consent of the underwriters.
 
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Our ability to pay dividends or to redeem our Listed Preferred Stock may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by the establishment of any reserves, by restrictions in our debt instruments and by additional factors unrelated to our profitability.
 
The declaration and payment of dividends (including cumulative dividends payable to the holders of our Listed Preferred Stock) is subject to the discretion of our board of directors and the requirements of Marshall Islands law. The timing and amount of any dividends declared will depend on, among other things (a) our earnings, financial condition, cash flow and cash requirements, (b) our liquidity, including our ability to obtain debt and/or equity financing on acceptable terms as contemplated by our vessel acquisition strategy, (c) restrictive covenants in our existing and future debt instruments and (d) provisions of Marshall Islands law governing the payment of dividends.
 
The international shipping industry and associated derivatives markets are highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends or to redeem our Listed Preferred Stock in any period. Also, there may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends or the redemption of our Listed Preferred Stock and our obligation to pay dividends to holders of our Listed Preferred Stock will reduce the amount of cash available for the payment of dividends to holders of our common stock. The amount of cash we generate from and use in our operations and the actual amount of cash we will have available for dividends and redemptions may fluctuate significantly based upon, among other things:
 

 •
the charter hire payments we obtain from our charters as well as our ability to charter or re-charter our vessels and the charter rates obtained;
 

 •
the due performance by our charterers and other counterparties of their obligations;
 

 •
our fleet expansion strategy and associated uses of our cash and our financing requirements;
 

 •
delays in the delivery of newbuild vessels and the beginning of payments under charters relating to those vessels;
 

 •
the level of our operating costs, such as the costs of crews, vessel maintenance, lubricants and insurance;
 

 •
the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled dry-docking of our vessels;
 

 •
disruptions related to an epidemic or pandemic;
 

 •
prevailing global and regional economic and political conditions, including the conflict between Russia and Ukraine, the conflict between Israel and Hamas and related conflicts in the Middle East and the Red Sea crisis;
 

 •
changes in interest rates;
 

 •
currency exchange rate fluctuations;
 

 •
the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;
 

 •
the requirements imposed by classification societies;
 

 •
the level of capital expenditures we make, including for maintaining or replacing vessels and complying with regulations;
 

 •
the level of capital requirements of our leasing business;
 

 •
our debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in our debt instruments;
 

 •
fluctuations in our working capital needs;
 
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 •
our ability to make, and the level of, working capital borrowings;
 

 •
changes in the basis of taxation of our activities in various jurisdictions;
 

 •
modification or revocation of our dividend policy by our board of directors;
 

 •
the ability of our subsidiaries to pay dividends and make distributions to us; and
 

 •
the amount of any cash reserves established by our board of directors.
 
The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items. We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends or redemptions.
 
In addition, our credit facilities prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends. For more information regarding our financing arrangements, please read “Item 5. Operating and Financial Review and Prospects”.
 
Our management is required to devote substantial time to complying with public company regulations.
 
As a public company, we incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) as well as rules subsequently adopted by the SEC and the New York Stock Exchange (“NYSE”), including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), have imposed various requirements on public companies, including in respect of corporate governance practices. Our directors, management and other personnel devote a substantial amount of time to comply with these requirements and compliance with these rules and regulations relating to public companies results in legal and financial compliance costs.
 
Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, under Section 404 of Sarbanes-Oxley, we are required to include in each of our annual reports on Form 20-F a report containing our management’s assessment of the effectiveness of our internal control over financial reporting and a related attestation of our independent auditors. We have undertaken the required review to comply with Section 404, including the documentation, testing and review of our internal controls under the direction of our management. While we did not identify any material weaknesses or significant deficiencies in our internal controls under the current assessment, we cannot be certain at this time that all our controls will be considered effective in future assessments. Therefore, we can give no assurances that our internal control over financial reporting will satisfy regulatory requirements in the future.
 
Changes to the definition of “foreign private issuer” under the securities laws of the United States could cause us to lose our FPI status and become subject to increased regulatory and reporting burdens.
 
We currently qualify as a “foreign private issuer” or “FPI” under the securities laws of the United States and the rules of the NYSE, which entitles us to certain exemptions from disclosure, corporate governance and reporting requirements imposed on U.S. domiciled registrants. On June 4, 2025, the SEC published a concept release soliciting public comment on whether to amend the eligibility criteria for FPI status, and on December 18, 2025, the Holding Foreign Insiders Accountable Act (the “HFIAA”) was enacted, which will require our directors and officers to comply with the share ownership and transaction reporting obligations of Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by March 18, 2026. The concept release outlines several potential approaches to narrow FPI eligibility, including updating the existing shareholder and business contacts tests, adding minimum non-U.S. trading volume requirements or requiring incorporation in jurisdictions with robust regulatory frameworks. If the SEC were to adopt any of these approaches, we may no longer qualify as a FPI and would become subject to similar regulatory and reporting requirements applicable to U.S. domestic issuers. Compliance with these additional requirements may require us to incur material additional costs.
 
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We are a “foreign private issuer” under the NYSE rules, and as such we are entitled to exemption from certain NYSE corporate governance standards, and you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
 
As a “foreign private issuer”, we are subject to less stringent corporate governance requirements under the NYSE rules. Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home country practice in lieu of the listing requirements of the NYSE.
 
As permitted by this exemption, as well as by our bylaws and the laws of the Marshall Islands, we currently have a board of directors with a majority of non-independent directors, an audit committee comprised solely of two independent directors and a combined corporate governance, nominating and compensation committee with one non-independent director serving as a committee chairman. As a result, non-independent directors, including members of our management who also serve on our board of directors, may, among other things, fix the compensation of our management, make stock and option awards and resolve governance issues regarding our company. Accordingly, in the future you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
 
Our Listed Preferred Stock is subordinated to our debt obligations and pari passu with each other, and your interests could be diluted by the issuance of additional shares of preferred stock, including additional Series B, Series C and Series D Preferred Stock, and by other transactions.
 
Our Listed Preferred Stock is subordinated to all of our existing and future indebtedness. As of December 31, 2025, we had outstanding indebtedness, including our other financing arrangements, of approximately $1.5 billion. Our existing indebtedness restricts, and our future indebtedness may include restrictions on, our ability to pay dividends to preferred stockholders. Our charter currently authorizes the issuance of up to 100 million shares of preferred stock in one or more classes or series. Of this preferred stock, approximately 80.0 million shares remain available for issuance after giving effect to the designation of 10 million shares as Series A Participating Preferred Stock in connection with our adoption of a shareholder rights plan, the issuance of two million shares as Series B Preferred Stock, the issuance of four million shares as Series C Preferred Stock, the issuance of four million shares as Series D Preferred Stock and the issuance of 1,200 shares of Series F Preferred Stock. The issuance of additional preferred stock on a parity with, or senior to, our Listed Preferred Stock would dilute the interests of the holders of our Listed Preferred Stock, and any issuance of preferred stock senior to or on a parity with our Listed Preferred Stock or of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Listed Preferred Stock. No provisions relating to our Listed Preferred Stock protect the holders of our Listed Preferred Stock in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, which might adversely affect the holders of our Listed Preferred Stock.
 
Holders of Series B, Series C and Series D Preferred Stock have extremely limited voting rights.
 
Our common stock and our Series F Preferred Stock are the only classes of our stock carrying full voting rights. Holders of the Listed Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Listed Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Listed Preferred Stock are in arrears or any senior stock. However, if and whenever dividends payable on the Listed Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Listed Preferred Stock (for this purpose the Series B, Series C and Series D Preferred Stock will vote together as a single class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of parity stock upon which like voting rights have been conferred and with which the Listed Preferred Stock voted as a class for the election of such director). The right of such holders of Listed Preferred Stock to elect a member of our board of directors will continue until such time as all accumulated and unpaid dividends on the Listed Preferred Stock have been paid in full.
 
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The Listed Preferred Stock represents perpetual equity interests and you will have no right to receive any greater payment than the liquidation preference regardless of the circumstances.
 
The Listed Preferred Stock represents perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As a result, holders of the Listed Preferred Stock may be required to bear the financial risks of an investment in the Listed Preferred Stock for an indefinite period of time.
 
The payment due to a holder of Listed Preferred Stock upon a liquidation is fixed at the redemption preference of $25.00 per share plus accumulated and unpaid dividends to the date of liquidation. If, in the case of our liquidation, there are remaining assets to be distributed after payment of this amount, you will have no right to receive or to participate in these amounts. Furthermore, if the market price for your Listed Preferred Stock is greater than the liquidation preference, you will have no right to receive the market price from us upon our liquidation.
 
Members of the Konstantakopoulos family are our principal existing shareholders and will effectively be able to control the outcome of matters on which our shareholders are entitled to vote; their interests may be different from yours.
 
Members of the Konstantakopoulos family own, as of February 24, 2026, approximately 63.6% of our outstanding common stock, in the aggregate. Additionally, our chairman and chief executive officer, Konstantinos Konstantakopoulos is the beneficial owner of 1,200 Series F Preferred Stock, being all of the outstanding Series F Preferred Stock. Because each share of Series F Preferred Stock entitles its holder to 50,000 votes on all matters submitted to a vote of the shareholders, members of the Konstantakopoulos family are able to exercise voting rights with respect to approximately 75.7% of the voting power of the Company’s capital stock. These shareholders will be able to control the outcome of matters on which our shareholders are entitled to vote, including the election of our entire board of directors and other significant corporate actions. The interests of each of these shareholders may be different from yours. See “Item 3. Key Information—D. Risk Factors—Our chairman and chief executive officer has affiliations with our managers and others that could create conflicts of interest between us and our managers or other entities in which he has an interest.”
 
Anti-takeover provisions in our organizational documents could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of the shares of our common stock.
 
In addition to the concentration of voting power in our existing principal shareholders, several provisions of our articles of incorporation and bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.
 
These provisions:
 

•
authorize our board of directors to issue “blank check” preferred stock without shareholder approval;
 

 •
provide for a classified board of directors with staggered, three-year terms;
 

 •
prohibit cumulative voting in the election of directors;
 

 •
authorize the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding stock entitled to vote for those directors;
 

 •
prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; and
 

 •
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.
 
We have adopted a shareholder rights plan pursuant to which our board of directors may cause the substantial dilution of the holdings of any person that attempts to acquire us without the approval of our board of directors.
 
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These anti-takeover provisions, including the provisions of our shareholder rights plan, could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.
 
Tax Risks
 
In addition to the following risk factors, you should read “Item 10. Additional Information—E. Tax Considerations—Marshall Islands Tax Considerations”, “Item 10. Additional Information—E. Tax Considerations—Liberian Tax Considerations” and “Item 10. Additional Information—E. Tax Considerations—United States Federal Income Tax Considerations” for a more complete discussion of the material Marshall Islands, Liberian and U.S. Federal income tax consequences of owning and disposing of our common stock and Listed Preferred Stock.
 
We may have to pay tax on U.S.-source income, which would reduce our earnings.
 
Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as ourselves, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.
 
We believe that we have qualified and currently intend to continue to qualify for this statutory tax exemption for the foreseeable future. However, no assurance can be given that this will be the case. If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject for those years to a 4% U.S. Federal income tax on our U.S. source gross transportation income. The imposition of this taxation could have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders. Some of our time charters contain provisions pursuant to which charterers undertake to reimburse us for the 4% gross basis tax on our U.S. source gross transportation income. For a more detailed discussion, see “Item 10. Additional Information—E. Tax Considerations—United States Federal Income Tax Considerations—Taxation of Our Shipping Income”.
 
If we were treated as a “passive foreign investment company”, certain adverse U.S. Federal income tax consequences could result to U.S. shareholders.
 
A foreign corporation will be treated as a “passive foreign investment company” (“PFIC”), for U.S. Federal income tax purposes if at least 75% of its gross income for any taxable year consists of certain types of “passive income”, or at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income”. For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income”. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. Federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. If we are treated as a PFIC for any taxable year, we will provide information to U.S. shareholders who request such information to enable them to make certain elections to alleviate certain of the adverse U.S. Federal income tax consequences that would arise as a result of holding an interest in a PFIC.
 
Based on our method of operation, we believe that we are not now and have never been a PFIC. Although there can be no assurance, we also do not expect to be classified as a PFIC for 2026 or subsequent years. This expectation is based on our current operations and current law. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute “passive income”, and the assets that we own and operate in connection with the production of that income do not constitute passive assets. Our counsel, Cravath, Swaine & Moore LLP, is of the opinion that we should not be a PFIC based on certain assumptions made by them as well as certain representations we made to them regarding the composition of our assets, the source of our income, and the nature of our operations.
 
39
There is, however, no legal authority under the PFIC rules addressing our method of operation. Accordingly, no assurance can be given that the U.S. Internal Revenue Service (the “IRS”) or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.
 
Further, our PFIC determination must be tested annually at the end of the taxable year and, while we intend to conduct our affairs in a manner that will reduce the likelihood of our becoming a PFIC, our circumstances may change in any given year. We do not intend to make decisions regarding the purchase and sale of vessels, investment in financial instruments or engaging in a sale-leaseback business with the specific purpose of impacting the likelihood of our becoming a PFIC. Accordingly, our business plan may result in our engaging in activities that could cause us to become a PFIC.
 
If the IRS were to find that we are or have been a PFIC for any taxable year, U.S. shareholders would face adverse tax consequences. Under the PFIC rules, unless those shareholders make certain elections available under the Code, such shareholders would be liable to pay U.S. Federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common stock or Listed Preferred Stock, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period. Please read “Item 10. Additional Information—E. Tax Considerations—United States Federal Income Tax Considerations—Taxation of United States Holders—PFIC Status” for a more detailed discussion of the U.S. Federal income tax consequences to U.S. shareholders if we are treated as a PFIC.
 
Our diverse lines of business may have an impact on our tax treatment in the countries in which we operate, which could result in a significant negative impact on our earnings and cash flows from operations.
 
We are an international company that conducts business throughout the world. Tax laws and regulations are highly complex and subject to interpretation. Consequently, a change in tax laws, treaties or regulations, in the interpretation thereof or in the applicability thereof in and between countries in which we operate, could result in a materially high tax expense or higher effective tax rate on our worldwide earnings, and such change could be significant to our financial results.
 
New tax laws and regulations are currently being adopted by many jurisdictions pursuant to the Base Erosion and Profit Shifting (“BEPS”) Project to set up an international framework to combat tax avoidance. In January 2019, the Organization for Economic Co-operation and Development (the “OECD”) announced the Pillar One and Pillar Two frameworks. Pillar One reallocates certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two, also referred to as the Global Anti-Base Erosion Rules (the “GloBE Rules”), operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. More than 130 countries have signed on to the GloBE Rules released in December 2021 that, among other provisions, give the countries the right to “tax back” profit that is currently taxed below the minimum 15% rate. Many countries have formally implemented the GloBE Rules, and several other countries have draft legislation to implement this framework. The implementation of the GloBE Rules was not material to our tax provision for the year ended December 31, 2025, but we will continue to monitor and evaluate new legislation and guidance, which could change our current assessment. Further developments and unexpected implementation mechanics could adversely affect our effective tax rate or result in higher cash tax liabilities.
 
If any tax authority successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries, or if the terms of certain income tax laws or treaties are interpreted in a manner that is adverse to our structure or new lines of business, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings from our operations could increase substantially and our earnings and cash flows from these operations could be materially adversely affected.
 
We and our subsidiaries may be subject to taxation in the jurisdictions in which we and our subsidiaries conduct business. Such taxation would result in decreased earnings. Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. Federal, state, local and foreign law.
 
40
ITEM 4.
INFORMATION ON THE COMPANY
 
A.          History and Development of the Company
 
Costamare Inc. was incorporated in the Republic of the Marshall Islands on April 21, 2008 under the BCA. We are majority owned by members of the Konstantakopoulos family, which has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership. We were founded in 1974 and initially owned and operated dry bulk vessels. In 1984, we became the first Greek-owned company to enter the containership market, and from 1992 until our acquisition of dry bulk vessels in June 2021 and the subsequent expansion of our dry bulk platform in 2022, we focused exclusively on containerships. Since assuming management of our company in 1998, Konstantinos Konstantakopoulos has concentrated on building a large, modern and reliable fleet run and supported by highly skilled, experienced and loyal personnel. Under the leadership of Konstantinos Konstantakopoulos, we have continued to foster a company culture focusing on excellent customer service, industry leadership and innovation.
 
In November 2010, we completed an initial public offering of our common stock in the United States and our common stock began trading on the NYSE on November 4, 2010 under the ticker symbol “CMRE”. On March 27, 2012, October 19, 2012, December 5, 2016 and May 31, 2017, we completed four follow-on public offerings of our common stock. On July 6, 2016, we implemented a Dividend Reinvestment Plan that offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock at a discount to current market price.
 
On August 7, 2013, we completed a public offering of our Series B Preferred Stock, on January 21, 2014, we completed a public offering of our Series C Preferred Stock, on May 13, 2015, we completed a public offering of our Series D Preferred Stock and on January 30, 2018, we completed a public offering of our Series E Preferred Stock. On July 15, 2024, the Company completed the full redemption of all of its 4,574,100 outstanding shares of Series E Preferred Stock. The Company funded the redemption with cash on hand.
 
Under the Framework Deed entered into in May 2013, as amended and restated in May 2015 and as further amended in June 2018, (the “Framework Deed”) we agreed with York Capital Management Global Advisors LLC and an affiliated fund (collectively, “York Capital”) to invest in newbuild and secondhand container vessels through jointly held entities in which we hold a minority equity interest (any such entity, referred to as a “Joint Venture entity”). After acquiring a number of both newbuild and secondhand container vessels, the Framework Deed was terminated on December 31, 2024 upon the winding up of the last remaining Joint Venture entity.
 
In June 2021, we decided to expand into the dry bulk shipping sector and invest in dry bulk vessels, and in November 2022, we established a dry bulk operating platform under CBI. CBI charters-in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions.
 
In March 2023, we entered into an amended and restated subscription and shareholders’ agreement with the existing Neptune shareholders at the time (the “Neptune Shareholders’ Agreement”) pursuant to which we agreed to invest in the Neptune leasing business and acquired the controlling interest of Neptune. Neptune was originally established in 2021 to acquire, own and bareboat charter out vessels through wholly-owned subsidiaries. Neptune’s strategy is to build a portfolio of long-term contracts through sale and leaseback transactions in the maritime sector. Pursuant to the Neptune Shareholders’ Agreement, we received a special share in Neptune which carries 75% of the voting rights and agreed to invest up to $200 million in exchange for up to 40% of the ordinary shares and up to 79.05% of the preferred shares. On January 26, 2026, we entered into a second amended and restated subscription and shareholders’ agreement with the Neptune shareholders (the “Amended and Restated Neptune Shareholders’ Agreement”), whereby we agreed to increase our investment commitment to $247.8 million. As of February 24, 2026, we have invested in Neptune the amount of $182.2 million and own 39.0% of Neptune’s ordinary shares and 78.1% of its preferred shares. As of February 24, 2026, Neptune is currently funding or committed to funding 52 shipping assets, and Neptune’s portfolio of sale and leaseback arrangements and commitments includes 22 dry bulk vessels, three tanker vessels, 24 offshore vessels and three container vessels.
 
41
On April 17, 2025, our board of directors approved the Spin-Off. In connection therewith, the Company undertook a series of transactions and entered into various agreements effecting the separation of its dry bulk business (including the dry bulk owned fleet and CBI) as provided in the Separation and Distribution Agreement. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Separation and Distribution Agreement.” The Company had previously contributed to Costamare Bulkers the shares of 67 wholly-owned companies, out of which 38 companies owned dry bulk vessels, 17 companies had previously owned and sold or had agreed to sell their dry bulk vessels and 12 companies were to be used for future dry bulk vessel acquisitions.
 
On May 6, 2025, Costamare completed the Spin-Off of Costamare Bulkers, distributing to Costamare shareholders of record on April 29, 2025, on a pro rata basis, one common share of Costamare Bulkers for every five Costamare common shares (24,022,218 Costamare Bulkers shares were distributed to the Costamare shareholders). On the same day, following the distribution of Costamare Bulkers’ shares, Costamare Bulkers acquired the shares of CBI from Costamare and a minority shareholder. The shares of Costamare Bulkers began “regular way” trading separately from the Company shares on the NYSE on May 7, 2025.
 
For more information on the Company’s capital expenditures and divestitures, see Note 13 to our consolidated financial statements included elsewhere in this annual report.
 
We maintain our principal executive offices at 7 rue du Gabian, MC 98000 Monaco. Our telephone number at that address is +377 93 25 09 40. Our registered address in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The name of our registered agent at such address is The Trust Company of the Marshall Islands, Inc.
 
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. These documents and other important information on our governance are posted on our website and may be viewed at http//www.costamare.com. The information contained on or connected to our website is not part of this annual report.
 
B.          Business Overview
 
General
 
We are an international owner and operator of containerships. We charter our containerships to some of the world’s largest liner companies, providing worldwide transportation of containerized cargoes. As of February 24, 2026, we had a fleet of 79 containerships with an aggregate capacity of approximately 551,000 TEU, including 10 vessels under construction. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.
 
Our strategy is to time charter our containerships to a geographically diverse, financially strong and loyal group of leading liner companies. We aim to operate our containerships under long-term, fixed-rate time charters, to the extent available, to avoid seasonal variations in demand. Our containerships have low unscheduled off-hire days, with fleet utilization levels, excluding scheduled dry-dockings, of 99.0%, 99.8% and 99.6% in 2023, 2024 and 2025, respectively. Over the last three years, our largest customers by revenue were A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd, ZIM and COSCO. As of February 24, 2026, the average (weighted by TEU capacity) remaining time charter duration for our fleet of 79 containerships, including the 10 vessels under construction, was approximately 4.4 years, based on the remaining fixed terms and assuming the exercise of any owner’s options and the non-exercise of any charterer’s options under our containerships’ charters. Our fixed-term charters for our fleet of 79 vessels represented an aggregate of approximately $3.6 billion of contracted revenue, assuming the earliest redelivery dates possible and 365 revenue days per annum per containership.
 
As described below, our vessels are managed by Costamare Shipping which is controlled by our chairman and chief executive officer. Costamare Shipping may subcontract certain services to other affiliated managers, or to V.Ships Greece or, subject to our consent, to other third-party managers. We believe that having several management companies, both affiliates and third-party, provides us with a deep pool of operational management in multiple locations with market-specific experience and relationships, as well as the geographic flexibility needed to manage and crew our large and diverse fleet so as to provide a high level of service, while remaining cost-effective.
 
42
In March 2023, we agreed to invest in the Neptune leasing business and acquired the controlling interest of Neptune. Neptune was originally established in 2021 to acquire, own and finance (via bareboat charter agreements) vessels through its wholly-owned subsidiaries. As described below, Neptune’s strategy is to build a portfolio of long-term financing contracts through sale and leaseback transactions in the maritime sector while also utilizing bank financing.
 
Our Fleet
 
Our Containership Fleet
 
The tables below provide additional information about our fleet of containerships, including the vessels under construction, as of February 24, 2026. Some of our vessels are subject to sale and leaseback transactions as indicated here below. Each vessel is a cellular containership, meaning it is a dedicated container vessel.
 
Current Containership Fleet

 
Vessel Name
Charterer
Year
Built
Capacity (TEU)
Average Daily
Charter Rate(1)
(U.S. dollars)
TEU-weighted
duration(2)
(in years)
Expiration of
Charter(3)
1
TRITON
Evergreen/(*)
2016
14,424
40,613
6.9
March 2036
2
TITAN
Evergreen/(*)
2016
14,424
April 2036
3
TALOS
Evergreen/(*)
2016
14,424
July 2036
4
TAURUS
Evergreen/(*)
2016
14,424
August 2036
5
THESEUS
Evergreen/(*)
2016
14,424
August 2036
6
YM TRIUMPH
Yang Ming
2020
12,690
May 2030
7
YM TRUTH
Yang Ming
2020
12,690
May 2030
8
YM TOTALITY(i)
Yang Ming
2020
12,690
July 2030
9
YM TARGET(i)
Yang Ming
2021
12,690
November 2030
10
YM TIPTOP(i)
Yang Ming
2021
12,690
March 2031
11
CAPE AKRITAS
MSC
2016
11,010
 August 2031
12
CAPE TAINARO
MSC
2017
11,010
April 2031
13
CAPE KORTIA
MSC
2017
11,010
August 2031
14
CAPE SOUNIO
MSC
2017
11,010
April 2031
15
CAPE ARTEMISIO
MSC
2017
11,010
September 2030
16
SHANGHAI
COSCO
2006
9,469
34,881
3.2
August 2028
17
YANTIAN I
COSCO
2006
9,469
July 2028
18
YANTIAN
COSCO/(*)
2006
9,469
May 2028
19
COSCO HELLAS
COSCO/(*)
2006
9,469
August 2028
20
BEIJING
COSCO/(*)
2006
9,469
July 2028
21
MSC AZOV
MSC/(*)
2014
9,403
December 2029
22
MSC AMALFI
MSC/(*)
2014
9,403
January 2030
23
MSC AJACCIO
MSC/(*)
2014
9,403
December 2029
24
MSC ATHENS
MSC/(*)
2013
8,827
January 2029
25
MSC ATHOS
MSC/(*)
2013
8,827
February 2029
26
VALOR
MSC
2013
8,827
May 2030
27
VALUE
MSC
2013
8,827
June 2030
28
VALIANT
MSC
2013
8,827
August 2030

43
 
Vessel Name
 Charterer
Year
Built
Capacity (TEU)
Average Daily
Charter Rate(1)
(U.S. dollars)
TEU-weighted
duration(2)
(in years)
Expiration of
Charter(3)
29
VALENCE
MSC
2013
8,827
    
August 2030
30
VANTAGE
MSC
2013
8,827
November 2030
31
NAVARINO
 MSC
2010
8,531
March 2029
32
KLEVEN
MSC/(*)
1996
8,044
April 2028
33
KOTKA
MSC/(*)
1996
8,044
September 2028
34
KOWLOON (ex.
MAERSK KOWLOON)
MSC
2005
7,471
January 2029
35
KURE
MSC/(*)
1996
7,403
August 2028
36
METHONI
Maersk/(*)
2003
6,724
29,966
2.6
June 2029
37
PORTO CHELI
Maersk/(*)
2001
6,712
April 2029
38
TAMPA I
COSCO
2000
6,648
September 2028
39
ZIM VIETNAM
ZIM
2003
6,644
December 2028
40
ZIM AMERICA
ZIM
2003
6,644
December 2028
41
MAERSK PUELO
Maersk
2006
6,541
October 2026(4)
42
ARIES
ONE/(*)
2004
6,492
March 2029
43
ARGUS
ONE /(*)
2004
6,492
May 2029
44
PORTO KAGIO
Maersk
2002
5,908
July 2026
45
GLEN CANYON
OOCL
2006
5,642
September 2028
46
PORTO GERMENO
Maersk
2002
5,570
August 2026
47
LEONIDIO
Maersk/(*)
2014
4,957
August 2029
48
KYPARISSIA
Maersk/(*)
2014
4,957
August 2029
49
MEGALOPOLIS
Maersk/(*)
2013
4,957
May 2030
50
MARATHOPOLIS
Maersk/(*)
2013
4,957
May 2030
51
GIALOVA
ONE/(*)
2009
4,578
25,975
2.0
April 2029
52
DYROS
Maersk
2008
4,578
April 2027
53
NORFOLK
OOCL
2009
4,259
March 2028
54
VULPECULA
ZIM
2010
4,258
May 2028
55
VOLANS
COSCO
2010
4,258
July 2027
56
VIRGO
Maersk
2009
4,258
April 2027
57
VELA
ZIM
2009
4,258
April 2028
58
ANDROUSA
OOCL/(*)
2010
4,256
April 2029
59
NEOKASTRO
CMA CGM
2011
4,178
21,523
2.1
April 2030
60
ULSAN
Maersk/(*)
2002
4,132
January 2029
61
POLAR BRASIL 
Maersk
2018
3,800
March 2027(5)
62
LAKONIA
COSCO
2004
2,586
February 2027
63
SCORPIUS
Hapag Lloyd/Maersk
2007
2,572
March 2028
64
ETOILE
MSC/(*)
2005
2,556
July 2028
65
AREOPOLIS
COSCO
2000
2,474
March 2027
66
ARKADIA
Evergreen
2001
1,550
October 2026
67
MICHIGAN
MSC
2008
1,300
October 2027
68
TRADER
MSC/(*)
2008
1,300
October 2028
69
LUEBECK
MSC/(*)
2001
1,078
April 2028

44
Containerships Under Construction
 
 
Vessel Name
Capacity
(TEU)
Estimated
Delivery(6)
Employment
1
Newbuilding 1
3,100
Q2 2027
Long-term employment upon delivery from shipyard
2
Newbuilding 2
3,100
Q3 2027
Long-term employment upon delivery from shipyard
3
Newbuilding 3
3,100
Q4 2027
Long-term employment upon delivery from shipyard
4
Newbuilding 4
3,100
Q4 2027
Long-term employment upon delivery from shipyard
5
Newbuilding 5
3,100
Q4 2027
Medium-term employment upon delivery from shipyard
6
Newbuilding 6
3,100
Q1 2028
Long-term employment upon delivery from shipyard
7
Newbuilding 7
3,100
Q1 2028
Long-term employment upon delivery from shipyard
8
Newbuilding 8
3,100
Q2 2028
Medium-term employment upon delivery from shipyard
9
Newbuilding 9
3,100
Q3 2028
Medium-term employment upon delivery from shipyard
10
Newbuilding 10
3,100
Q4 2028
Medium-term employment upon delivery from shipyard

(1)
Daily charter rates are gross, unless stated otherwise. Amounts set out for current daily charter rate are the amounts contained in the charter contracts.
(2)
Charter terms and expiration dates are based on the earliest date charters (unless otherwise noted) could expire.
(3)
Charterer has the option to extend the current time charter for an additional period of two years.
(4)
Maersk Puelo is currently chartered to Maersk until October 2026 (earliest redelivery) – September 2031 (latest redelivery).
(5)
Charter has the option to extend the current time charter for an additional one-year period.
(6)
Based on the shipbuilding contract, subject to change.
(i)
Denotes vessels subject to a sale and leaseback transaction.
(*)
Denotes charterer’s identity and/or current daily charter rates and/or charter expiration dates, which are treated as confidential.
 
Framework Deed
 
Under the Framework Deed we agreed with York to jointly invest in newbuild and secondhand container vessels. During 2023, we acquired York Capital’s 51% equity interest in each of the 2018-built, 3,800 TEU capacity containership Polar Brasil and the 2001-built, 1,550 TEU capacity containership Arkadia and, as a result, we obtained 100% of the equity interests in each vessel. The Framework Deed was terminated on December 31, 2024 upon the winding up of the last remaining Joint Venture entity.
 
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Chartering of Our Fleet
 
We aim to deploy our containership fleet principally under long-term, fixed-rate time charters with leading liner companies that operate on regularly scheduled routes between large commercial ports. As of February 24, 2026, the average (weighted by TEU capacity) remaining time charter duration for our fleet of 79 containerships (including the 10 vessels under construction) was approximately 4.4 years, based on the remaining fixed terms and assuming the exercise of any owner’s options and the non-exercise of any charterer’s options under our containerships’ charters.
 
A time charter is a contract to charter a vessel for a fixed period of time at a set daily rate and can last from a few days up to several years. Under our time charters the charterer pays for most voyage expenses, which generally include, among other things, fuel costs, port and canal charges, pilotages, towages, agencies, commissions, extra war risks insurance and any other expenses related to the cargoes, and we pay for vessel operating expenses, which generally include, among other costs, costs for crewing, provisions, stores, lubricants, insurance, maintenance and repairs, dry-docking and intermediate and special surveys.
 
Our Customers
 
For our containership fleet, our customers include many of the leading international liner companies, including, among others, A.P. Moller-Maersk, COSCO, Evergreen, Hapag Lloyd, MSC, Yang Ming, ZIM, ONE, OOCL and CMA CGM. A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd and ZIM together represented 75%, 76% and 74% of our containership revenue in 2023, 2024 and 2025, respectively.
 
Management of Our Fleet
 
Costamare Shipping serves as the manager for our containerships and provides us with commercial, technical and other services pursuant to the Framework Agreement and separate ship management agreements with the relevant vessel-owning subsidiaries. Costamare Shipping is a ship management company established in 1974 and is controlled by our chairman and chief executive officer. Costamare Shipping has more than 50 years of experience in managing vessels of various types and sizes, developing specifications for newbuild containerships and supervising the construction of such newbuild vessels in reputable shipyards in the Far East. Costamare Shipping has long established relationships with major liner companies, financial institutions and suppliers and we believe is recognized in the international shipping industry as a leading containership manager.
 
Costamare Shipping may subcontract certain of its obligations to affiliated managers or to V.Ships Greece or, subject to our consent, to other third-party managers or direct that such affiliated or third-party managers enter into a direct ship-management contract with the relevant vessel-owning subsidiary. Additionally, our sub-managers may, at our request or subject to our consent, subcontract certain services to certain of their affiliates having regard, for instance, to the nationality of the crew or the area of operations of our vessels. As discussed below, these arrangements will not result in any increase in the aggregate amount of management fees we pay. In return for these services, we pay the management fees described below in this section. Costamare Shipping, itself or together with our sub-managers, V.Ships Greece, Navilands, Navilands (Shanghai), Vinnen and HanseContor, provide our fleet with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries and Costamare Shipping and, where applicable, the relevant sub-manager. Navilands and Navilands (Shanghai) are controlled by our chairman and chief executive officer Konstantinos Konstantakopoulos.
 
On December 30, 2025, Navilands Maritime, a company controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, entered into a Representation Agreement (the “Representation Agreement”) with our vessel-owning subsidiaries, to provide purchasing services and support services in relation to repairs, maintenance and drydocking as requested in exchange for a monthly fee and certain ad hoc fees to cover any additional services as requested.
 
Blue Net provides under the Brokerage Agreement chartering brokerage services to our containerships, as well as to other third-party containerships. Our chairman and chief executive officer, Konstantinos Konstantakopoulos, controls 50% of Blue Net. We believe that the appointment of Blue Net allows us to improve the charter rates at which we charter our containerships. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of the owners of five containerships it manages, to pay Blue Net Asia, a company 50% controlled by our chairman and chief executive officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by Blue Net Asia for those five vessels. Blue Net does not provide its services to the five vessels for which charter brokerage services are being provided by Blue Net Asia.
 
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Costamare Services is a service provider which was established in May 2015 and is controlled by our chairman and chief executive officer and a member of his family. Costamare Services builds on the long-running relationships established by Costamare Shipping with our charterers. Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement.
 
Our chairman and chief executive officer and our chief financial officer supervise, in conjunction with our board of directors, the services provided by Costamare Shipping and Costamare Services. Costamare Shipping and Costamare Services report to our board of directors through our chairman and chief executive officer and our chief financial officer, each of whom is appointed by our board of directors.
 
Having multiple management companies provides us with a deep pool of operational management in multiple locations with market-specific experience and relationships, as well as the geographic flexibility needed to manage and crew our large and diverse fleet so as to provide a high level of service, while remaining cost-effective. For example, Navilands (Shanghai) mostly employs Chinese nationals with the language skills and local knowledge we believe are necessary to establish and grow meaningful relationships with Chinese Charterers and suppliers.
 
We believe that our managers are well regarded in the industry and use state-of-the-art practices and technological advancement to maximize the efficiency of the operation of our fleet of containerships. ISM certification is in place for our fleet of containerships as well as our managers. Our affiliated managers, together with V.Ships Greece, maintain full certification under internationally recognized management system standards. These include ISO 9001:2018 (Quality Management Systems), which governs the consistent delivery of high quality services in accordance with our expectations and applicable regulatory requirements; ISO 14001:2015 (Environmental Management Systems), which ensures structured and effective environmental stewardship; ISO 50001:2018 (Energy Management Systems), supporting the efficient use of energy and continuous improvement in energy performance across our operations; and ISO 45001:2018 (Occupational Health and Safety Management Systems), demonstrating a commitment to maintaining safe working environments and safeguarding the well being of our personnel. In 2013, the Company received the Lloyd’s List Greek shipping award for Dry Cargo Company of the Year. Costamare Shipping received that same award in 2004. Additionally, in 2014, the Company received the Lloyd’s List Company of the Year award. In 2025, the captain of our containership Theseus received the Lloyd’s List Greek shipping award for the Seafarer of the Year for rescuing seven crew members of a disabled fishing vessel adrift in the middle of the South Atlantic.
 
As of February 24, 2026,
 

•
Costamare Shipping provided commercial and insurance services to all of our containerships, as well as technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 25 of our containerships;
 

 •
V.Ships Greece provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 18 of our containerships;
 

 •
Vinnen provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to five of our containerships;
 

 •
HanseContor provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to six of our containerships;
 

 •
Navilands provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to six of our containerships; and
 

 •
Navilands (Shanghai) provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to nine of our containerships.
 
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Costamare Shipping has agreed that during the term of the Framework Agreement, it will not provide any management services to any entity other than our subsidiaries, Costamare Bulkers and its subsidiaries and entities affiliated with our chairman and chief executive officer or his family, without our prior written approval, which we may provide under certain circumstances. Currently, Costamare Shipping provides management services to all of Costamare Bulkers’ dry bulk vessels and five vessels privately owned or controlled by or affiliated with our chairman and chief executive officer, Konstantinos Konstantakopoulos. Costamare Services has agreed that during the term of the Services Agreement, it will not provide services to any entity other than our subsidiaries, Costamare Bulkers and its subsidiaries and entities affiliated with our chairman and chief executive officer or his family, without our prior written approval. Currently, Costamare Services provides services to all of Costamare Bulkers’ vessel owning subsidiaries and post fixture services in respect of one container vessel partly owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos. V.Ships Greece, Navilands, Navilands (Shanghai), HanseContor and Vinnen provide and/or may provide services to third parties.
 
Under the restrictive covenant agreement between the Company and Konstantinos Konstantakopoulos, during the period of his employment or service with the Company and for six months thereafter, he has agreed to restrictions on his ownership of any containerships or the acquisition, investment in or control of any business involved in the ownership or operation of containerships, subject to certain exceptions. Konstantinos Konstantakopoulos has also agreed that if one of our vessels and a vessel majority owned by him are both available and meet the criteria for an available charter, our vessel will receive such charter. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements”.
 
In the event that Costamare Shipping or Costamare Services decide to delegate certain or all of the services they have agreed to perform under the Framework Agreement or the Services Agreement, respectively, either through (i) subcontracting to a sub-manager or sub-provider or (ii) by directing such sub-manager or sub-provider to enter into a direct agreement with the relevant vessel-owning subsidiary, then, in the case of subcontracting under (i), Costamare Shipping or Costamare Services, as applicable, will be responsible for paying the fee charged by the relevant sub-manager or sub-provider for providing such services and, in the case of a direct agreement under (ii), the fee received by Costamare Shipping or Costamare Services, as applicable, will be reduced by the fee payable to the sub-manager or sub-provider under the relevant direct agreement. As a result, these arrangements will not result in any increase in the aggregate management fees and services fees that we pay. In addition to management fees, we pay for any capital expenditures, financial costs, operating expenses and any general and administrative expenses, including payments to third parties, including specialist providers, in accordance with the Framework Agreement and the relevant separate ship-management agreements or supervision agreements.
 
Costamare Shipping received in 2025 and 2024 a fee of $1,020 per day pro-rated for the calendar days we own each vessel. This fee is reduced to $510 per day in the case of any vessel subject to a bareboat charter. We will also pay to Costamare Shipping a flat fee of $839,988 per newbuild vessel for the supervision of the construction of any newbuild vessel that we may contract. Costamare Shipping received in 2025 and 2024 a fee of 0.15% on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet. Costamare Services received in 2025 and 2024 a fee of 1.10%, on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet and a quarterly fee of (i) $666,737 and (ii) an amount equal to the value of 149,600 shares, based on the average closing price of our common stock on the NYSE for the 10 days ending on the 30th day of the last month of each quarter; provided that Costamare Services may elect to receive 149,600 shares instead of the fee under (ii). We have reserved a number of shares of common stock to cover the fees to be paid to Costamare Services under (ii) through December 31, 2030. For the years ended December 31, 2025 and December 31, 2024, Costamare Shipping and Costamare Services charged aggregate fees of $44.4 million and $47.2 million, respectively, including $5.7 million and $6.3 million for the years ended December 31, 2025 and 2024, respectively, charged by third-party managers. The aforementioned fees include the value of the 598,400 shares we issued within each year pursuant to the Services Agreement, to Costamare Services. Additionally, during the years ended December 31, 2025 and 2024, Costamare Shipping charged, in aggregate, to the vessels privately owned or controlled by or affiliated with our chairman and chief executive officer, Konstantinos Konstantakopoulos, $1.9 million and $1.7 million, respectively, for services provided in accordance with the relevant agreements.
 
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On December 31, 2025, the terms of the Framework Agreement and the Services Agreement automatically renewed for another one-year period and will automatically renew for nine more consecutive one-year periods until December 31, 2035. The daily fee for each vessel and the supervision fee in respect of each vessel under construction payable to Costamare Shipping under the Framework Agreement and the quarterly fee payable to Costamare Services under the Services Agreement (other than the portion of the fee in clause (ii) above which is calculated on the basis of our share price) will be annually adjusted to reflect any strengthening of the Euro against the U.S. dollar of more than 5% per year and/or material unforeseen cost increases. We are able to terminate the Framework Agreement or the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2035, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above. Information about other termination events under the Management Agreements is set forth in “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements—Term and Termination Rights”.
 
Pursuant to the terms of the Framework Agreement, the separate ship-management agreements, the supervision agreements and the Services Agreement, liability of Costamare Shipping and Costamare Services to us is limited to instances of gross negligence or willful misconduct on the part of Costamare Shipping or Costamare Services. Further, we are required to indemnify Costamare Shipping and Costamare Services for liabilities incurred by them in performance of the Framework Agreement, separate ship-management agreements, supervision agreements and the Services Agreement respectively, in each case except in instances of gross negligence or willful misconduct on the part of Costamare Shipping or Costamare Services.
 
Competition
 
We operate in markets that are highly competitive and based primarily on supply and demand. Generally, we compete for charters based upon charter rate, customer relationships, operating expertise, professional reputation and vessel specifications, size, age and condition. Competition for providing containership services comes from a number of experienced shipping companies. In addition, in recent years, there have been other entrants in the market, such as leasing companies and private equity firms who have significant capital to invest in vessel ownership, which has provided for additional competition in both sectors.
 
Participants in the container shipping industry include “liner” shipping companies, which operate container shipping services and own containerships, containership owners, often known as “charter owners”, who own containerships and charter them out to liner companies, and shippers who require the seaborne movement of containerized goods. Historically, a significant share of the world’s containership capacity has been owned by the liner companies, with the mix of owned vessels and chartered-in vessels varying, depending on market conditions and each liner’s company strategy and business requirements.
 
We believe that the containership sector of the international shipping industry is characterized by the significant time required to develop the operating expertise and professional reputation necessary to obtain and retain customers. Our large and diversified fleet, comprised of containerships of varying TEU capacities, enables us to act as a one-stop solution for our charterers. This flexibility allows us to meet over time the changing operational needs of our clients across a broad spectrum of trade routes—ranging from East-West to North-South and Intraregional—which depend on, among other things, the availability of vessels for chartering at any given time, geopolitical developments such as changes to trade policies, the closure of the Suez Canal or sanctions, port congestion, infrastructure constraints such as limits on Panama Canal crossings, and regulatory changes such as changes to regulations regarding emissions or fuel types. Our versatile fleet allows us to offer commercial solutions that align with the shifting logistical and commercial requirements of different routes, enabling us to support our clients in optimizing their network and responding effectively to shifting market conditions; however, given the interplay of the aforementioned variables, the impact of rate environments on our results may vary significantly over time.  In the past decade, we have had successful chartering relationships with the majority of the top 10 liner companies by TEU capacity.
 
In the past, we have been able to address the periodic scarcity of secondhand containerships available for acquisition in the open market through the acquisition of containerships mainly from our liner company customers in privately negotiated sales. In connection with these acquisitions, we then typically charter back the vessels to these customers. We believe we have been able to pursue these privately negotiated acquisitions because of our long-standing customer relations, which we do not believe new entrants have.
 
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Crewing and Shore Employees
 
We have three shore-based officers, our chairman and chief executive officer, our chief financial officer and our general counsel and secretary. We do not pay any compensation to our officers for their services as officers. Our officers are employed by and receive compensation for their services from Costamare Shipping and/or Costamare Services. As of December 31, 2025, Costamare Shipping, Costamare Services and the Neptune Manager employed in the aggregate approximately 220 shore-based employees and approximately 1,660 seafarers were serving on our vessels. Our managers are responsible for recruiting, either directly or through manning agents, the officers and crew for our containerships that they manage. We believe the streamlining of crewing arrangements through our managers ensures that all of our vessels will be crewed with experienced crews that have the qualifications and licenses required by international regulations and shipping conventions. We have not experienced any material work stoppages due to labor disagreements during the past three years.
 
Seasonality
 
We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter to quarter volatility in our operating results. In particular, the containership market is typically stronger in the third quarter of the year in anticipation of the holiday season.
 
Permits and Authorizations
 
We are required by various governmental and other agencies to obtain certain permits, licenses, certificates and financial assurances with respect to each of our vessels. The kinds of permits, licenses, certificates and financial assurances required by governmental and other agencies depend upon several factors, including the commodity being transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the type and age of the vessel. All permits, licenses, certificates and financial assurances currently required to operate our vessels have been obtained (exclusive of cargo-specific documentation, for which charterers or shippers are responsible). Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of doing business.
 
Our Lease Financing Platform
 
Neptune was established in 2021 to acquire and bareboat charter out vessels through wholly-owned subsidiaries. In March 2023, we entered into an agreement with Neptune and its shareholders pursuant to which we agreed to invest in Neptune’s ship sale and leaseback business up to $200 million in exchange for up to 40% of its ordinary shares and up to 79.05% of its preferred shares. In addition, we received a special ordinary share in Neptune which carries 75% of the voting rights of the ordinary shares providing control over Neptune. On January 26, 2026, we entered into the Amended and Restated Neptune Shareholders’ Agreement, whereby we agreed to increase our investment commitment to $247.8 million.
 
Neptune’s strategy is to build a portfolio of long-term contracts through sale and leaseback transactions in the maritime sector. Neptune endeavors to obtain bank financing to finance on a back to back basis part of the financing it extends to its clients. As of February 24, 2026, we have invested in Neptune the amount of $182.2 million and own 39.0% of Neptune’s ordinary shares and 78.1% of its preferred shares. As of February 24, 2026, Neptune is currently funding or committed to funding 52 shipping assets and Neptune’s portfolio of sale and leaseback arrangements and commitments includes 22 dry bulk vessels, three tanker vessels, 24 offshore vessels and three container vessels.
 
Our Counterparties
 
Our lease financing platform endeavors to finance diverse vessels types, that meet its financing criteria and to develop long-lasting relationships both with shipowners and financiers, in order to help maintain continuous access to dealflow.
 
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Neptune Manager
 
Neptune receives administrative, strategic, accounting and tax as well as insurance arrangements and vessel related services in respect of vessels being financed or to be financed from the Neptune Manager. The Neptune Manager is majority owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos, with the general manager and member of the board of directors of Neptune holding a minority stake in the Neptune Manager.
 
Risk of Loss and Liability Insurance
 
General
 
The operation of any vessel includes risks such as mechanical failure, collision, property loss or damage, cargo loss or damage and business interruption due to a number of reasons, including political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental incidents, as well as other liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990 (“OPA 90”), which imposes under certain circumstances, unlimited liability upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market.
 
We maintain hull and machinery marine risks insurance and hull and machinery and loss of hire war risks insurance for our fleet of containerships to cover normal risks in our operations and in amounts that we believe to be prudent to cover such risks. In addition, we maintain coverage for liabilities associated with the operations of our vessels up to the customary limits provided by Protection and Indemnity (“P&I”) clubs. While we believe that our insurance coverage will be adequate, not all risks can be insured, and there can be no guarantee that we will always be able to obtain adequate insurance coverage at reasonable rates or at all, or that any specific claim we may make under our insurance coverage will be paid. In addition, our insurers may not be contractually obligated or may be prohibited from posting security or covering costs or losses associated with certain incidents (for example, casualties in sanctioned locations like Iran).
 
Hull & Machinery Marine Risks Insurance, Hull & Machinery War Risks Insurance and Loss of Hire Insurance
 
We maintain hull and machinery marine risks insurance and hull and machinery war risks insurance, which cover the risk of particular average, general average, 4/4ths collision liability and actual or constructive total loss in accordance with the Institute Time Clauses - Hulls – 1.10.83, except for the war risk insurance, which is in accordance with the rules of the Hellenic Mutual War Risks Association (Bermuda) Ltd. Each of our vessels is insured up to what we believe to be at least its fair market value, after meeting certain deductibles.
 
We do not and will not obtain loss of hire insurance (or any other kind of business interruption insurance) covering the loss of revenue during off-hire periods, other than due to war risks, for any of our vessels because we believe that this type of coverage is not economical and is of limited value to us, in part because historically our vessels have had a very limited number of off-hire days.
 
Protection and Indemnity Insurance—Pollution Coverage
 
Protection and indemnity insurance is usually provided by a P&I association and covers third-party liability, crew liability and other related expenses resulting from the injury or death of crew, passengers and other third parties, the loss or damage to cargo, third-party claims arising from collisions with other vessels (to the extent not recovered by the hull and machinery policies), damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.
 
Our protection and indemnity insurance is provided by a P&I association which is a member of the International Group of P&I Clubs (“International Group”). The 12 P&I associations that comprise the International Group insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Insurance provided by a P&I association is a form of mutual indemnity insurance.
 
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Our protection and indemnity insurance coverage is currently subject to a limit of about $1 billion per vessel per incident for pollution.
 
As a member of a P&I association, which is a member of the International Group, we will be subject to calls payable to the P&I association based on the International Group’s claim records as well as the claim records of all other members of the P&I association of which we are a member.
 
Inspection by Classification Societies
 
Every seagoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class”, signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.
 
The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.
 
For maintenance of the class, regular and occasional surveys of hull and machinery, including the electrical plant and any special equipment classed, are required to be performed as follows:
 
Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable, on special equipment classed at intervals of 12 months from the date of commencement of the class period indicated in the certificate.
 
Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey. According to the type and age of the ship, the examinations of the hull may be supplemented by thickness measurements as specified in the classification society’s rules and as deemed necessary by the attending surveyor.
 
Class Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out on the ship’s hull and machinery, including the electrical plant, and on any special equipment classed at the intervals indicated by the character of classification for the ship. During the special survey, the vessel is thoroughly examined, including ultrasonic gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. Class renewal surveys/special surveys are carried out at five-year intervals. The special survey may be commenced at the fourth annual survey or between the fourth and fifth annual surveys. Consideration may be given by class, in exceptional circumstances, to granting an extension for a maximum period of three months after the due date. Substantial amounts of funds may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey arrangement at which ship’s hull and structure, equipment and systems are surveyed at five-year intervals, a shipowner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which survey items of the vessel are subject to separate surveys. This process is referred to as continuous class renewal. All areas subject to surveys as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are otherwise prescribed. The period between two consecutive surveys of each area must not exceed five years.
 
All vessels are also required to be subject to bottom surveys and dry-docking for inspection of their underwater parts and for repairs related to such inspections. Two bottom surveys are required during each five-year period of the classification certificate and the interval between any two successive bottoms surveys is in no case to exceed 36 months. One bottom survey (dry-docking) shall be carried out in conjunction with the special survey. Every alternate bottom survey may be permitted afloat, provided certain design conditions are met, in conjunction with the main class intermediate and the special surveys. If any defects are found, the classification surveyor will issue a “condition of class or memorandum” which must be rectified by the shipowner within prescribed time limits and at the latest during the next special survey.
 
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Insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies (“IACS”). All of our vessels are certified as being “in class” by members of IACS.
 
The following table lists the dates by which we expect to carry out the next dry-dockings and special surveys for the vessels in our current vessel fleets:
 
Dry-docking Schedule
 
   
2026
    
2027
    
2028
    
2029
    
2030
  
Number of Containerships
  
20
    
8
    
15
    
9
    
10
  
 
Environmental and Other Regulations
 
Government regulation significantly affects the ownership and operation of our vessels. We are subject to international conventions and national, port state and local laws and regulations applicable to international waters and/or territorial waters of the countries in which our  vessels may operate or are registered, including laws and regulations governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and the management of other contamination, air emissions, grey water and ballast water management and climate change. These laws and regulations include OPA 90, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the U.S. Clean Water Act (“CWA”), the U.S. Clean Air Act (“CAA”) and regulations adopted by the IMO, including MARPOL and the International Convention for Safety of Life at Sea (“SOLAS”), as well as regulations enacted by the European Union and other international, national and local regulatory bodies. Compliance with these laws, regulations and other requirements necessitates significant expense, including vessel modifications and implementation of certain operating procedures.
 
A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities Port State Control (such as the U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers. Several of these entities require us to obtain permits, licenses, financial assurances and certificates for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of operation of one or more of our vessels in one or more ports.
 
Increasing environmental concerns have created a demand for vessels that conform to the strictest environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with U.S. and international regulations. Our affiliated managers, together with V.Ships Greece, maintain full certification under internationally recognized management system standards. These include ISO 9001:2018 (Quality Management Systems), which governs the consistent delivery of high quality services in accordance with our expectations and applicable regulatory requirements; ISO 14001:2015 (Environmental Management Systems), which ensures structured and effective environmental stewardship; ISO 50001:2018 (Energy Management Systems), supporting the efficient use of energy and continuous improvement in energy performance across our operations; and ISO 45001:2018 (Occupational Health and Safety Management Systems), demonstrating a commitment to maintaining safe working environments and safeguarding the well-being of our personnel. We believe that operations of our vessels are in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates and other authorizations necessary for their operation.
 
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IMO Requirements
 
Our vessels are subject to standards imposed by the IMO, the United Nations agency for maritime safety and the prevention of pollution by ships. The IMO has adopted regulations that are designed to reduce pollution in international waters and in the atmosphere, both from accidents and from routine operations, and has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. For example, Annex VI to MARPOL sets limits on sulphur oxide and nitrogen oxide emissions from vessel exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulphur content of fuel oil and requirements for ships to collect data on fuel oil consumption and carbon dioxide emissions.
 
Amendments to Annex VI effective from January 1, 2020, seek to reduce air pollution from vessels by, among other things, establishing a series of progressive requirements to further limit the sulphur content of fuel oil and by establishing new tiers of nitrogen oxide emission standards for new marine diesel engines, depending on their date of installation. These requirements include a global sulphur cap of 0.5% m/m which became effective in 2020, and is a significant reduction from the 3.5% m/m global limit previously in place. Vessels must either be equipped with exhaust gas scrubbers, which allow the vessel to use the existing, less expensive, high sulphur content fuel, or have undertaken fuel system modification and tank cleaning, which allows the vessel to use more expensive, low sulphur fuel. Vessels that are not equipped with exhaust gas scrubbers cannot have high sulphur content fuel on board. We currently have exhaust gas scrubbers in 15 of our vessels in the water. In addition, all our newbuild vessels under construction will be equipped with scrubbers. Vessels that do not have exhaust gas scrubbers installed are using low sulphur content fuel in compliance with applicable regulations.
 
Annex VI also provides for the establishment of special areas, known as Emission Control Areas (“ECAs”), where more stringent controls on sulphur and other emissions apply. Currently, the Baltic Sea area, the North Sea area, the Mediterranean Sea, certain coastal areas of North America (off of the United States and Canada) and the U.S. Caribbean Sea area (around Puerto Rico and the United States Virgin Islands) are designated as ECAs. Within the ECAs, the use of fuel oil with a sulphur content not exceeding 0.10% or the use of an exhaust gas cleaning system is mandatory. At MEPC 82, the IMO adopted amendments to Annex VI to designate the Canadian Arctic and Norwegian Sea as two new ECAs for nitrogen oxides, sulfur oxides and particulate matter. The amendments will enter into force on March 1, 2026. At MEPC 83, the IMO approved a proposal to designate the North-East Atlantic Ocean as an ECA, although the proposal has not yet been adopted. Additional ECAs may be established in the future.
 
IMO NOx Tier III requirements took effect in North American and U.S. Caribbean ECAs in 2016 for vessels with a keel-laying date on or after January 1, 2016 and an engine output in excess of 130kW. For vessels constructed (keel-laying) on or after January 1, 2021 and operating in the Baltic Sea ECA or the North Sea ECA, any marine diesel engine installed with output in excess of 130 kW must comply with the NOx Tier III standard. However, in newly designated NOx ECAs, the NOx Tier III requirements are not retroactive and the Tier III emission limits are applicable to vessels with keel-laying as of the date that the NOx ECAs goes into effect.
 
Amendments to MARPOL Annex VI, which entered into force in 2018, require ships of 5,000 gross tonnage and above to collect consumption data for each type of fuel they use, as well as additional data, including proxies for transport work. The aggregated data must be reported to the ship’s flag state (“Flag Administration”) on an annual basis. At MEPC 81, the IMO adopted amendments to Appendix IX of MARPOL Annex VI, which introduced increased data granularity requirements, including, among other things, the reporting of fuel consumption per consumer type and data on transport work. These amendments went into effect on August 1, 2025.
 
All our vessels are compliant in all material respects with current Annex VI requirements, however, if new ECAs are approved by the IMO or other new or more stringent air emission requirements are adopted by the IMO or the states where we expect to operate, compliance with these requirements could entail significant additional capital expenditures, operational changes or otherwise increase the costs of our operations.
 
Amendments to MARPOL Annex V (regulation for the prevention of pollution by garbage from ships) entered into force in 2018. The changes included criteria for determining whether cargo residues are harmful to the marine environment, and a new Garbage Record Book format with a new garbage category for e-waste. Although all our existing vessels are compliant with MARPOL Annex V requirements, the amendments could cause us to incur additional operational costs for the handling of garbage produced on our fleet.
 
In 2011, MEPC adopted two initial sets of mandatory requirements to address GHG emissions from ships that entered into force in 2013. New ships became required to determine their Energy Efficiency Design Index (“EEDI”), which obligated them to achieve a minimum energy efficiency level per capacity mile, and all operating vessels became required to maintain and follow a Ship Energy Efficiency Management Plan (“SEEMP”).
 
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At MEPC 76, MEPC finalized and adopted amendments to the MARPOL Annex VI that also require ships to reduce their GHG emissions. Beginning in 2023, all existing ships became required to calculate their Energy Efficiency Existing Ship Index (“EEXI”) and establish their annual operational carbon intensity indicator (“CII”) and CII rating. Attained EEXI must be calculated for ships of 400 gross tonnage and above, in accordance with the different values set for ship types and size categories and verified by class. EEXI indicates the energy efficiency of the ship compared to a baseline. Ships are required to meet a specific required EEXI (the “Required EEXI”), which is based on a mandated reduction factor (expressed as a percentage relative to the EEDI baseline). When a ship’s attained EEDI does not meet the Required EEXI threshold, technical modification options may be considered for compliance (e.g., engine/ shaft power limitation, retrofit of energy saving technologies, alternative fuels).
 
A ship’s CII determines the annual reduction factor needed to ensure continuous improvement of the ship’s operational carbon intensity within a specific rating level. The actual annual operational CII achieved must be documented and verified against the required annual operational CII, which determines the operational carbon intensity rating. The rating is given on a scale–operational carbon intensity rating A, B, C, D, or E–indicating a major superior, minor superior, moderate, minor inferior, or inferior performance level. The performance level is recorded in the ship’s SEEMP. A ship rated D for three consecutive years, or E, will have to submit a corrective action plan, to show how the required index (C or above) will be achieved.
 
As a result of the IMO’s desire to contribute to global efforts against climate change, it adopted an initial GHG reduction strategy in April 2018. This strategy established levels of ambition for emissions reductions subject to ongoing reviews by the organization. The ambition levels considered potential improvements on vessel design and operational performance as well as the immediate need to introduce low/zero carbon fuels, and introduced a list of candidate short-term, mid-term and long-term measures to support the IMO’s ambition levels. Short-term measures included the evaluation and improvement of vessel energy efficiency requirements, the application of technical efficiency measures for existing ships and the introduction and regulation of carbon intensity for ships in operation. Mid-term and long-term measures included development of an implementation program for alternative low/zero carbon fuels, adoption of other possible innovative emission reduction mechanism(s) and market-based measures to incentivize GHG emissions reductions. The levels of ambition and indicative checkpoints consider the Well-to-Wake (WtW) GHG emissions of marine fuels, as addressed in the Guidelines on life-cycle GHG intensity of marine fuels life-cycle analysis (LCA) Guidelines, with the overall objective of reducing GHG emissions of international shipping without shifting such emissions to other sectors.
 
In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which provided new mid-term emissions reduction goals and built upon the initial strategy’s levels of ambition. The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels, and energy sources to represent at least 5%, striving for 10%, of the energy used by international shipping by 2030 and (4) achieving net zero GHG emissions from international shipping. In April 2025 at MEPC 83, MEPC approved the draft legal text of the NZF to be included as a new chapter in MARPOL Annex VI. The NZF includes a marine fuel standard that requires ships to gradually phase in fuels with lower GHG emissions intensity and a global GHG emissions pricing mechanism, and is scheduled for further discussions and possible adoption in October 2026. The NZF, if adopted, would enter into force no earlier than 2028 and require compliance no earlier than 2029. Potential long-term emissions reduction measures may be finalized and agreed by MEPC beyond 2030. Implementation of the framework through existing and potential future regulatory measures may require additional capital expenditures to achieve compliance with new emissions reduction targets across the shipping sector and increased use of zero or near-zero GHG emission technologies, among other obligations. We are unable to accurately predict the ultimate scope of such measures and their potential impact on our operations once implemented.
 
Emissions monitoring and varying emission requirements present significant challenges for vessel owners and operators. To address the potential compliance challenges for some of the existing vessels, particularly the older ones, while keeping in line with the IMO strategy’s levels of ambition, the EU ETS and the FuelEU Maritime Regulation, we may incur significant capital expenditures to apply efficiency improvement measures and meet the Required EEXI threshold, for example with respect to shaft/engine power limitation (power optimization), fuel change, energy saving devices and ship replacement. The EEXI regulatory framework may also accelerate the scrapping of older tonnage, while the adoption of shaft/engine power limitation as measures to comply with the amendments may lead to the continuing prevalence of slow steaming to even lower speeds which could result in contracting/ building of new ships to replace any reduction in capacity.
 
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The impact of these requirements on our business and operations, including any necessary capital expenditures, is difficult to accurately predict at this time.
 
The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (the “Hong Kong Convention”) went into effect on June 26, 2025. The Hong Kong Convention introduced regulations covering the design, construction, operation and preparation of ships in order to facilitate recycling and the operation of ship recycling facilities and established an enforcement mechanism for ship recycling, incorporating certification and reporting requirements. Pursuant to the Hong Kong Convention, ships must have an Inventory of Hazardous Materials specific to each ship on board, which must be prepared and verified in line with IMO guidelines. In addition to that initial verification, ships will be subject to additional surveys during the life of the ship, and a final survey prior to recycling.
 
In 2024, MARPOL Annex I began to prohibit the use of Heavy Fuel Oil, or “HFO,” in Artic waters. This ban applies to oils with a density at 15°C higher than 900 kg/m3 or a kinematic viscosity at 50°C higher than 180 mm2/s. Parties to MARPOL with coastlines bordering Arctic waters may temporarily waive the requirements for ships flying their flags while operating in waters subject to that Party’s sovereignty or jurisdiction until July 1, 2029. Our vessels are required to adhere to this prohibition.
 
Other International Requirements
 
Concerns surrounding climate change may lead certain international or multinational bodies or individual countries to propose and/or adopt new climate change initiatives. For example, in 2015, the United Nations Framework Convention on Climate Change adopted the Paris Agreement, which entered into force and established a framework for reducing global GHG emissions, with the goal of holding the increase in global average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5 degrees Celsius. Although the Paris Agreement does not specifically require controls on shipping or other industries, it is possible that countries or groups of countries will seek to impose such controls as they implement the Paris Agreement, which may cause us to incur capital expenditures and/or increase our operating costs in the future.
 
The International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), imposes strict liability on vessel owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention also requires registered owners of vessels over 1,000 gross tons to maintain insurance in specified amounts to cover liability for bunker fuel pollution damage. Each of our containerships has been issued a certificate attesting that insurance is in force in accordance with the Bunker Convention.
 
The International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) requires each vessel to have on board a valid International Ballast Water Management Certificate, a Ballast Water Management Plan and a Ballast Water Record Book. Compliance with the standards pertaining to the treatment of the ballast water (“D-2 Standard”) requires most existing ships to install a ballast water treatment system by the ship’s first International Oil Pollution Prevention Certificate (“IOPPC”) renewal survey after September 8, 2019, while vessels constructed (keel laying performed) after September 8, 2017 must have an approved BWM system installed on delivery. This implementation schedule was designed to ensure full global implementation by September 8, 2024. All our vessels comply with the D-2 Standard or have an approved BWM system installed. The MEPC is currently reviewing the provisions of the BWM Convention and may adopt amendments by MEPC 85.
 
The operation of our vessels is based on the requirements set forth in the ISM Code. The ISM Code requires vessel managers to develop and maintain an extensive SMS that includes the adoption of a safety and environmental protection policy, sets forth instructions and procedures for safe vessel operation and describes procedures for dealing with emergencies. The ISM Code requires that vessel operators obtain an SMC for each vessel they operate from the government of the vessel’s flag state. The certificate verifies that the vessel operates in compliance with its approved SMS. No vessel can obtain a certificate unless the flag state has issued a document of compliance with the ISM Code to the vessel’s manager. Failure to comply with the ISM Code may lead to withdrawal of the permit to manage or operate the vessels, subject such party to increased liability, decrease or suspend available insurance coverage for the affected vessels, or result in a denial of access to, or detention in, certain ports. Each vessel in our fleet and each of our affiliated managers and third-party managers are ISM Code-certified.
 
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United States Requirements
 
OPA 90 established an extensive regulatory and liability regime for the protection of the environment from oil spills and cleanup of oil spills. OPA 90 applies to discharges of any oil from a vessel, including discharges of fuel and lubricants. OPA 90 affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters, which include the United States’ territorial sea and its two hundred nautical mile exclusive economic zone. While we do not carry oil as cargo, we do carry fuel in our containerships, making them subject to the requirements of OPA 90.
 
Under OPA 90, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the discharge of pollutants results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of pollutants from their vessels, including bunkers. OPA 90 defines these other damages broadly to include:
 

 •
natural resource damages and the costs of assessment thereof;
 

 •
real and personal property damage;
 

 •
net loss of taxes, royalties, rents, fees and other lost revenues;
 

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lost profits or impairment of earning capacity due to property or natural resource damages; and
 

 •
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
 
OPA 90 preserves the right to recover damages under other existing laws, including maritime tort law.
 
Effective March 23, 2023, the OPA liability limitation under U.S. Coast Guard regulations was increased to the greater of $1,300 per gross ton or $1,076,000 per incident for non-tank vessels, subject to periodic future adjustments of such limits. These limitations of liability do not apply if an incident was directly caused by violation of applicable U.S. safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.
 
The U.S. Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) applies to spills or releases of hazardous substances other than petroleum or petroleum products whether on land or at sea. CERCLA imposes joint and several liability, without regard to fault, on the owner or operator of a vessel, vehicle or facility from which there has been a release, along with other specified parties. Costs recoverable under CERCLA include cleanup and removal costs, natural resource damages and governmental oversight costs. Liability under CERCLA is generally limited to the greater of $300 per gross ton or $5.0 million for vessels carrying any hazardous substances, such as cargo or residue, or $0.5 million for any other vessel, per release of or incident involving hazardous substances. These limits of liability do not apply if the incident is caused by gross negligence, willful misconduct or a violation of certain regulations, in which case liability is unlimited.
 
All owners and operators of vessels over 300 gross tons are required to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA 90 and CERCLA. Under the U.S. Coast Guard regulations, vessel owners and operators may evidence their financial responsibility by providing proof of insurance, surety bond, guarantee, letter of credit or self-insurance. An owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessel in the fleet having the greatest maximum liability under OPA 90 and CERCLA. Under the self-insurance provisions, the vessel owner or operator must have a net worth and working capital that exceeds the applicable amount of financial responsibility, measured in assets located in the United States against liabilities located anywhere in the world.
 
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U.S. Coast Guard regulations concerning certificates of financial responsibility provide, in accordance with OPA 90, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility. In the event that such insurer or guarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which had typically provided certificates of financial responsibility under pre-OPA 90 laws, including the major P&I associations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses.
 
OPA 90 specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their borders, coasts and territorial seas, and some states have enacted legislation providing for unlimited liability for entities found responsible for oil spills. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.
 
We currently maintain, for each of our vessels, oil pollution liability coverage insurance in the amount of $1.0 billion per vessel per incident. In addition, we carry hull and machinery protection and indemnity insurance to cover the risks of fire and explosion. Although our vessels only carry bunker fuel, a spill of oil from one of our vessels could be catastrophic under certain circumstances. Losses as a result of fire or explosion could also be catastrophic under some conditions. While we believe that our present insurance coverage is adequate, not all risks can be insured, and if the damages from a catastrophic spill exceeded our insurance coverage, the payment of those damages could have an adverse effect on our business or the results of our operations.
 
Title VII of the Coast Guard and Maritime Transportation Act of 2004 (the “CGMTA”) amended OPA 90 to require the owner or operator of any non-tank vessel of 400 gross tons or more that carries oil of any kind as a fuel for main propulsion, including bunker fuel, to prepare and submit a response plan for each vessel. These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel due to operational activities or casualties. Where required, each of our vessels has an approved response plan.
 
The Clean Water Act (“CWA”) prohibits the discharge of oil or hazardous substances in navigable waters and imposes liability in the form of penalties for any unauthorized discharges. It also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the more recently enacted OPA 90 and CERCLA, discussed above. The U.S. Environmental Protection Agency (the “EPA”) regulates the discharge of ballast water and other substances under the CWA. EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels) to obtain coverage under a Vessel General Permit (“VGP”) authorizing discharges of ballast waters and other wastewaters incidental to the operation of vessels when operating within the three-mile territorial waters or inland waters of the United States. The VGP requires vessel owners and operators to comply with a range of best management practices and reporting and other requirements for a number of incidental discharge types. The most recent VGP, which became effective in December 2013, expired in December 2018. It contained stringent requirements, including numeric ballast water discharge limits (that generally align with the most recent U.S. Coast Guard standards issued in 2012), to ensure that the ballast water treatment systems are functioning correctly and more stringent effluent limits for oil to sea interfaces and exhaust gas scrubber wastewater. The Vessel Incidental Discharge Act (“VIDA”) enacted December 4, 2018, required the EPA and Coast Guard to develop new performance standards and enforcement regulations and extends the 2013 VGP provisions until new regulations are final and enforceable. On October 9, 2024, the EPA issued Vessel Incidental Discharge National Standards of Performance, new final regulations pursuant to VIDA which set discharge standards that are as least as stringent as the VGP. These new standards are enforceable through U.S. Coast Guard regulations, which must be promulgated within two years. Until the Coast Guard’s regulations are final and enforceable, vessels will continue to be subject to the existing discharge requirements under the VGP. On December 2, 2016, the Marine Safety Center announced the approval of the first Coast Guard type approved Ballast Water Management System (“BWMS”). Since the approved BWMS became available, vessels calling at U.S. ports have been required to have such systems installed by their first regular dry-docking after January 1, 2016. Vessel owners and operators are alternatively permitted to meet the discharge standard without the use of a BWMS or, apply for an individual, justified extension to the compliance date. We comply with the most recent version of the VGP for all of our vessels that operate in U.S. waters or have received permission from the Coast Guard to perform ballast exchange operations in U.S. waters for a maximum of five years after the compliance date for each vessel. We do not believe that any costs associated with meeting the requirements under the VGP or the Vessel Incidental Discharge National Standards of Performance will be material.
 
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U.S. Coast Guard regulations adopted under the 1996 U.S. National Invasive Species Act (“NISA”) also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters. Amendments to these regulations, which became effective in June 2012, established maximum acceptable discharge limits for various invasive species and/or requirements for active treatment of ballast water. The U.S. Coast Guard ballast water standards are consistent with requirements under the BWM Convention. Several states, including Michigan and California, have adopted legislation or regulations relating to the permitting and management of ballast water discharges. California has extended its ballast water management program to the regulation of “hull fouling” organisms that attach to vessels and adopted regulations limiting the number of organisms in ballast water discharges. Other states could adopt similar requirements that could increase the costs of operation in state waters.
 
The EPA has adopted standards under the Clean Air Act (“CAA”) that pertain to emissions from vessel vapor control and recovery and other operations in regulated port areas and emissions from the large marine diesel engines from model year 2004 or later. Several states also regulate emissions from vapor control and recovery under authority of State Implementation Plans adopted under the CAA. In April 2010, the EPA promulgated regulations that impose more stringent standards for emissions of particulate matter, sulphur oxides and nitrogen oxides from new Category 3 marine diesel engines on vessels constructed on or after January 1, 2016 and registered or flagged in the U.S. and implement the new MARPOL Annex VI requirements for U.S. and foreign flagged ships entering U.S. ports or operating in U.S. internal waters. California has adopted emission limits for diesel engines of ocean-going vessels operating within 24 miles of the California coast and requires operators to use low sulphur content fuel. California has also mandated that ships, instead of relying on their shipboard power, must use shore power while berthed through a process known as Cold Ironing or Alternative Maritime Power or use other CAECS (CARB Approved Emission Control Strategies) such as emission capture systems. The regulation was phased in starting in 2014 and the compliance start date for containerships, refrigerated cargo vessels and passenger vessel began on January 1, 2023. Our vessels currently affected by California regulations have made the necessary modifications. It is expected that the cost of modifications needed for other vessels in our fleet that may call to California in the future will be borne in part by the charterers of each vessel, but it is difficult to predict the exact impact on our operations.
 
If new or more stringent regulations relating to emissions from marine diesel engines or port operations by ocean-going vessels are adopted by the EPA or states, these requirements could require significant capital expenditures or otherwise increase the costs of our operations.
 
European Union Requirements
 
The European Union has adopted legislation that (1) requires member states to refuse access to their ports to certain substandard vessels, according to vessel type, flag and number of previous detentions; (2) obliges member states to inspect at least 25% of foreign vessels using their ports annually and provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment; (3) provides the European Union with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies and (4) requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings.
 
The European Union has also adopted Regulation (EU) No. 1257/2013 of the European Parliament and of the Council of November 2013 on ship recycling in alignment with the requirements of the Hong Kong Convention (the “EU Recycling Regulation”). Since 2018, seagoing vessels flying the flag of an EU Member State must be recycled solely in ship recycling facilities within the EU or in countries which comply with a number of safety and environmental requirements and are included in the European List of ship recycling facilities published by the European Commission. In addition, all ships calling to European ports, whether flying the flag of an EU Member State or not, must have an inventory of hazardous materials on board, such as asbestos and ozone-depleting substances, that specifies the location and approximate quantities of those materials certified by the relevant administration or authority.
 
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The European Union has also adopted Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015 on the monitoring, reporting and verification of carbon dioxide emissions from maritime transport (the “EU MRV Regulation”) and Regulation (EU) 2023/1805 of the European Parliament and of the Council of September 13, 2023 on the use of renewable and low-carbon fuels in maritime transport (the “FuelEU Maritime Regulation”). The EU MRV Regulation requires large vessels entering European Union ports to monitor, report and verify their carbon dioxide emissions. Since June 2019, all vessels calling to ports in the European Union must carry onboard a document of compliance with said requirements. Data collected is open to the public, as provided for by the regulations. The provisions of the EU MRV Regulation are similar to MARPOL Annex VI.
 
On September 16, 2020, the European Parliament voted in favor of amending the EU MRV Regulation to require shipping companies to reduce their annual average CO2 emissions relative to transport work on a linear basis for all their ships by at least 40% by 2030, with penalties for non-compliance. In May 2023, EU ETS regulations were amended in order to include emissions from maritime transport activities in the EU ETS and to require the monitoring, reporting and verification of emissions of additional greenhouse gases and emissions from additional ship types. In January 2024, the EU ETS was extended to cover CO2 emissions from all large ships (of 5,000 gross tonnage and above) entering EU ports, and as of 2026, the EU ETS was further tightened by applying to 100% of the CO2 in scope and extended to apply to methane and nitrous oxide emissions. Shipping companies will need to buy allowances that correspond to the emissions covered by the system. Additional jurisdictions may adopt similar GHG emissions monitoring and reduction schemes in the future.
 
While the inclusion of shipping in the EU ETS formalized a market-based GHG emissions reduction measure that promotes improvements in energy efficiency, European regulators recognized that a mechanism establishing increasing levels of demand for renewable and low-carbon maritime fuels would drive additional emissions reductions. As a result, the EU adopted the FuelEU Maritime Regulation, which was designed to enable the EU to reduce its net GHG emissions by at least 55% by 2030 compared to 1990 levels and to achieve climate neutrality by 2050. The FuelEU Maritime Regulation incentivizes the production and uptake of sustainable low carbon and renewable fuels for ships over 5,000 gt operating in European territorial waters. The regulation entered into force on January 1, 2025 and established uniform rules imposing a limit on the GHG intensity of the energy used onboard ships arriving at, staying within or departing from ports under the jurisdiction of an EEA country. It also established that from January 1, 2030, containerships and passenger ships will be required to connect to onshore power supply (OPS) or use zero-emission technology while at berth in a port of call under the jurisdiction of a member state. The GHG intensity of energy consumed by vessels on European voyages is measured on a Well-to-Wake (WtW) basis, and the Regulation requires reductions in the lifecycle GHG intensity of fuel which will gradually increase every five years, beginning with a 2% reduction in 2025 (compared to 2020 levels), up to 80% by 2050. This progressive reduction is designed to incentivize the development and uptake of biofuels and renewable fuels of non-biological origin (RFNBOs) with higher decarbonization potential. The upper limit of GHG intensity is calculated based on the EU MRV data from 2020, and ships with a higher GHG intensity than the applicable upper limit must pay a remedial penalty proportional to their compliance deficit. The compliance deficit is the difference between the maximum permissible GHG intensity and the actual GHG intensity, multiplied by the ship’s energy consumption. FuelEU also includes a voluntary pooling mechanism, under which ships will be allowed to pool their compliance balance with one or more other ships.
 
Both the EU ETS and FuelEU schemes have significant impacts on the management of the vessels calling to EU ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers. Ultimately, vessels chartered in the future may be subject to discount rates compared to more technologically advanced vessels that are better equipped to comply with such schemes, such as vessels using dual fuels.
 
Marshall Islands Requirements
 
On January 1, 2019, the Economic Substance Regulations, 2018 (the “ESRs”) adopted by the Republic of the Marshall Islands came into force.
 
The ESRs apply to all Marshall Islands non-resident domestic entities and foreign maritime entities registered in the Marshall Islands that meet the definition of “relevant entity” and which derive income from a “relevant activity.” “Relevant entity” is defined in the ESRs to include a non-resident domestic entity or foreign maritime entity formed under Marshall Islands law that is centrally managed and controlled outside the Marshall Islands and is a tax resident of a jurisdiction other than the Marshall Islands. “Relevant activity” is limited under the ESRs to certain enumerated activities including “shipping business” and “holding company business” which the Company has determined may be applicable to it and its Marshall Islands subsidiaries and affiliates.
 
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Under the ESRs, for each yearly reporting period, a relevant entity that derives income from a relevant activity must satisfy an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters) and (iii) has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands, considering the level of relevant activity carried out in the Marshall Islands.
 
All Marshall Islands non-resident domestic entities and foreign maritime entities are required to submit an Economic Substance Declaration to the Registrar of Corporations (the “Registrar”) on a yearly basis. If the Registrar determines that a relevant entity has not met the economic substance test for the relevant reporting period, the Registrar will issue a notice of non-compliance and assess penalties as disclosed in the notice. Penalties can range from fines up to $100,000 and/or revocation of formation documents and dissolution.
 
Other Regional Requirements
 
The environmental protection regimes in certain other countries, such as Canada, resemble those of the United States. To the extent we operate in the territorial waters of such countries or enter their ports, our containerships would typically be subject to the requirements and liabilities imposed in such countries. Other regions of the world also have the ability to adopt requirements or regulations that may impose additional obligations on our containerships and may entail significant expenditures on our part and may increase the costs of our operations. These requirements, however, would apply to the industry operating in those regions as a whole and would also affect our competitors.
 
Of particular importance, due to the trade intensity in these areas, are four Chinese domestic ECAs created in Hong Kong and in China (Pearl River Delta, the Yangtze River Delta and Bohai Sea), which are regulated in order to reduce the levels of ship-generated air pollution and restrict the sulphur content of fuels. Vessels at berth in a core port within the ECAs are required to use fuel with a maximum sulphur content of 0.5% m/m—except one hour after arrival and one hour before departure. As of January 1, 2019, vessels must use fuel with a sulphur content not exceeding 0.5% m/m prior to entering China’s territorial sea, in defined areas. Vessels capable of receiving shore power must use shore power if they berth for more than three hours in ports in the coastal ECA that have shore power capabilities (or more than two hours in ports with such capabilities in the inland ECAs). Furthermore, ships of 400 gross tonnage or over, or ships powered by main propulsion machinery greater than 750 kW of propulsion power, calling at a port in China must report energy consumption data of their last voyage to the China Maritime Safety Administration before leaving port (pursuant to the China Regulation on Data Collection for Energy Consumption of Ships). Ships operating in Hong Kong waters are required to burn fuel with a sulphur content not exceeding 0.5% m/m.
 
In Taiwan, ships not equipped with exhaust gas scrubbers must burn fuel with a sulphur content not exceeding 0.5% m/m when entering its international commercial port areas.
 
In connection with the introduction of the ban of high sulphur fuel for vessels not equipped with exhaust gas scrubbers, countries are introducing rules as to the type of exhaust gas scrubber that may be acceptable to be operated on vessels, in effect prohibiting the operation in their waters of open loop-type exhaust gas scrubbers and forcing vessels to use the more expensive Diesel Oil fuel when sailing in their waters.
 
Vessel Security Regulations
 
A number of initiatives have been introduced in recent years intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”) was signed into law. To implement certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created ISPS Code. Among the various requirements are:
 
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 •
on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;


•
on-board installation of ship security alert systems;


•
the development of ship security plans; and


•
compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures; provided such vessels have on board a valid “International Ship Security Certificate” that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures required by the IMO, SOLAS and the ISPS Code and have approved ISPS certificates and plans certified by the applicable flag state on board all our vessels.
 
C.          Organizational Structure
 
Costamare Inc. is a holding company incorporated in the Republic of the Marshall Islands which, as of February 24, 2026, has 92 wholly-owned subsidiaries incorporated in the Republic of Liberia and 15 wholly-owned subsidiaries incorporated in the Republic of the Marshall Islands. As of that date, 57 of our Liberian subsidiaries own container vessels in the water, 10 have container vessels under construction, eight are engaged in litigation concerning the termination certain shipbuilding contracts due to builder’s failure to provide the agreed refund guarantees within the set deadline, and the remaining subsidiaries relate to vessels that were previously sold or newbuild and secondhand vessels that may be acquired in the future. Of our Marshall Islands subsidiaries, 12 own container vessels in the water, two are intermediate holding companies, and the remaining subsidiary is inactive. In addition, as of February 24, 2026, Costamare controlled one company incorporated under the laws of Jersey, which had 53 subsidiaries incorporated in the Republic of the Marshall Islands and six incorporated in the Republic of Liberia. A list of our subsidiaries as of February 24, 2026 is set forth in Exhibit 8.1 to this annual report.
 
D.          Property, Plant and Equipment
 
We have no freehold or material leasehold interest in any real property. We occupy office space at 7 rue du Gabian, MC 98000 Monaco. Other than our vessels, we do not have any material property. Our vessels are subject to priority mortgages, which secure our obligations under our various credit facilities. For further details regarding our credit facilities, refer to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.
 
ITEM 4A.
UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report, our actual results may differ materially from those anticipated in these forward-looking statements. Please see the section “Forward-Looking Statements” at the beginning of this annual report.
 
Overview
 
We are an international owner and operator of containerships. We charter our vessels to many of the world’s largest liner companies, providing worldwide transportation of containerized cargoes.
 
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As of February 24, 2026, we had a fleet of 79 containerships with an aggregate capacity of approximately 551,000 TEU, including 10 vessels under construction, making us one of the largest public containership companies in the world based on total TEU capacity. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.
 
Our strategy is to deploy our containerships on long-term, fixed-rate time charters to take advantage of the stable cash flows and high utilization rates typically associated with long-term time charters. Time chartered containerships are generally employed on long-term charters to liner companies that charter-in vessels on a long-term basis as part of their business strategies. As of February 24, 2026, the average (weighted by TEU capacity) remaining time charter duration for our fleet of 79 containerships (including the 10 vessels under construction) was approximately 4.4 years, based on the remaining fixed terms and assuming the exercise of any owner’s options and the non-exercise of any charterer’s options under our containerships’ charters. As of February 24, 2026, our fixed-term charters for our fleet of 79 containerships (including the 10 vessels under construction) represented an aggregate of approximately $3.6 billion of contracted revenue, assuming the earliest redelivery dates possible and 365 revenue days per annum per containership. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.
 
The table below provides additional information about the charter coverage for our fleet of containerships as of December 31, 2025. Except as indicated in the footnotes, it does not reflect events occurring after that date, including any charter contract we entered into after that date. The table assumes the earliest redelivery dates possible under our vessels’ charters. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.
 
 
2026
    
2027
    
2028
    
2029
    
2030
    
2031
    
2032 - 2036
  
No. of Containerships whose Charters Expire(1)
  
4
    
7
    
20
    
14
    
14
    
5
    
11
  
TEU of Expiring Charters
  
19,569
    
23,254
    
120,809
    
97,630
    
129,400
    
56,730
    
90,720
  
Contracted Days
  
24,720
    
22,443
    
19,237
    
12,843
    
8,361
    
4,765
    
16,250
  
Available Days
  
465
    
3,474
    
7,614
    
13,437
    
17,703
    
20,447
    
91,679
  
Contracted/Total Days(2)
  
98.2%

 
86.6%

 
71.6%

 
48.9%

 
32.1%

 
18.9%

 
15.1%

Containership Contracted/Total Containership Days (TEU-adjusted)(3)
  
98.7%

 
92.7%

 
81.4%

 
61.0%

 
41.9%

 
22.6%

 
17.4%



  (1)
Includes six vessels under construction.
 

 (2)
Total days are calculated on the assumption that the vessels will continue trading until the age of 30 years old, unless the vessel will exceed 30 years of age at the expiry of its current time charter, in which case we assume that the vessel continues trading until that expiry date.
 

 (3)
Contracted Days coverage adjusted by TEU capacity.
 
Our containership fleet is currently under time charters with ten different charterers. For the three years ended December 31, 2025, our largest customers by revenue were A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd, ZIM and COSCO.
 
We dry-dock our vessels when the next survey (dry-dock survey or special survey) is scheduled to become due, every 60 months. We have dry-docked 38 containerships over the past three years, and we plan to dry-dock 20 in 2026 and 8 vessels in 2027. Information about our fleet dry-docking schedule through 2030 is set forth in a table in “Item 4. Information on the Company—B. Business Overview—Risk of Loss and Liability Insurance—Inspection by Classification Societies”.
 
As of February 24, 2026, Neptune is funding or committed to funding 52 shipping assets, and Neptune’s portfolio of sale and leaseback arrangements and commitments includes 22 dry bulk vessels, three tanker vessels, 24 offshore vessels and three container vessels.
 
63
Our Managers and Service Providers
 
Costamare Shipping provides us with commercial, technical and other services pursuant to the Framework Agreement. As of February 24, 2026, Costamare Shipping, itself or together with our sub-managers, V.Ships Greece, Navilands, Navilands (Shanghai), Vinnen and HanseContor, provides our fleet with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries and Costamare Shipping and, where applicable, the relevant sub-manager. Navilands may subcontract certain services to and enter into a relevant sub-management agreement with Navilands (Shanghai). Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement. In the event that Costamare Shipping or Costamare Services decide to delegate certain or all of the services they have agreed to perform under the Framework Agreement or the Services Agreement, respectively, either through (i) subcontracting to a sub-manager or sub-provider or (ii) by directing such sub-manager or sub-provider to enter into a direct agreement with the relevant vessel-owning subsidiary, then, in the case of subcontracting under (i), Costamare Shipping or Costamare Services, as applicable, will be responsible for paying the fee charged by the relevant sub-manager or sub-provider for providing such services and, in the case of a direct agreement under (ii), the fee received by Costamare Shipping or Costamare Services, as applicable, will be reduced by the fee payable to the sub-manager or sub-provider under the relevant direct agreement. As a result, these arrangements will not result in any increase in the aggregate management fees and services fees that we pay. In addition to management fees, we pay for any capital expenditures, financial costs, operating expenses and any general and administrative expenses, including payments to third parties, including specialist providers, in accordance with the Framework Agreement and the relevant separate ship-management agreements or supervision agreements. Our chairman and chief executive officer and our chief financial officer supervise, in conjunction with our board of directors, the services provided by Costamare Shipping and Costamare Services.
 
Costamare Shipping received in 2025 and 2024 a fee of $1,020 per day pro-rated for the calendar days we own each vessel. This fee is reduced to $510 per day in the case of any vessel subject to a bareboat charter. We also pay Costamare Shipping a flat fee of $839,988 per newbuild vessel for the supervision of the construction of any newbuild vessel that we may contract. Costamare Shipping received in 2025 and 2024, a fee of 0.15% on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet. Costamare Services received in 2025 and 2024 a fee of 1.10%, on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet and a quarterly fee of (i) $666,737 and (ii) an amount equal to the value of 149,600 shares, based on the average closing price of our common stock on the NYSE for the 10 days ending on the 30th day of the last month of each quarter; provided that Costamare Services may elect to receive 149,600 shares instead of the fee under (ii). We have reserved a number of shares of common stock to cover the fees to be paid to Costamare Services under (ii) through December 31, 2030. For the years ended December 31, 2024 and December 31, 2023, Costamare Shipping and Costamare Services charged aggregate fees of $44.4 million and $47.2 million, respectively, including $5.7 million and $6.3 million for the years ended December 31, 2025 and 2024, respectively, charged by third-party managers. The aforementioned fees include the value of the 598,400 shares we issued within each year pursuant to the Services Agreement, to Costamare Services.
 
On December 31, 2025, the terms of the Framework Agreement and the Services Agreement automatically renewed for another one-year period, and will automatically renew for nine more consecutive one-year periods until December 31, 2035, at which point the Framework Agreement and the Services Agreement will expire. The daily fee for each vessel, the supervision fee in respect of each vessel under construction payable to Costamare Shipping under the Framework Agreement and the quarterly fee payable to Costamare Services under the Services Agreement (other than the portion of the fee in clause (ii) above which is calculated on the basis of our share price) will be annually adjusted to reflect any strengthening of the Euro against the U.S. dollar of more than 5% per year and/or material unforeseen cost increases. We are able to terminate the Framework Agreement or the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2035, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above. Information about other termination events under the Management Agreements is set forth in “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements—Term and Termination Rights”.
 
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Pursuant to the terms of the Framework Agreement, the separate ship-management agreements, the supervision agreements and the Services Agreement, liability of Costamare Shipping and Costamare Services to us is limited to instances of gross negligence or willful misconduct on the part of Costamare Shipping or Costamare Services. Further, we are required to indemnify Costamare Shipping and Costamare Services for liabilities incurred by them in performance of the Framework Agreement, separate ship-management agreements, supervision agreements and the Services Agreement respectively, in each case except in instances of gross negligence or willful misconduct on the part of Costamare Shipping or Costamare Services.
 
During the years ended December 31, 2025 and 2024, Costamare Shipping charged, in aggregate, to the vessels privately owned or controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, $1.9 million and $1.7 million respectively for services provided in accordance with the relevant agreements.
 
Blue Net provides exclusive charter brokerage services to containership owners. Under the Brokerage Agreement, as amended on January 2, 2020, each vessel-owning subsidiary paid a fee of €9,413 for the years ended December 31, 2024 and 2025 in respect of its vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement). In lieu of said annual fee, in certain cases, some of our vessels have agreed to pay a commission ranging from 0.5% to 1.25% of their revenues from the charter arranged by Blue Net or Blue Net Asia. During the years ended December 31, 2024 and December 31, 2025 we paid $721,931 and $759,970, respectively, in total to Blue Net and $740,939 and $429,614, respectively, in total to Blue Net Asia for charter brokerage services.
 
A.          Operating Results
 
Factors Affecting Our Results of Operations
 
Our financial results are largely driven by the following factors:
 

 •
Number of Vessels in Our Fleet. The number of vessels in our fleet is a key factor in determining the level of our revenues. Aggregate expenses also increase as the size of our fleet increases. Vessel acquisitions and dispositions give rise to gains and losses and other one-time items. Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the ownership days each vessel was part of our fleet during the period divided by the number of calendar days in that period. As of February 24, 2026, our containership fleet amounted to a total of 79 vessels (including 10 vessels under construction).
 

 •
Charter Rates. The charter rates we obtain for our vessels also drive our revenues. Charter rates are based primarily on demand and supply of vessel capacity at the time we enter into the charters for our vessels. Demand and supply can fluctuate significantly over time as a result of changing economic conditions affecting trade flow between ports and the industries which use our shipping services. Vessels operated under long-term charters are less susceptible to cyclical containership charter rates than vessels operated on shorter-term charters, such as spot charters. We are exposed to varying charter rate environments when our chartering arrangements expire and we seek to deploy our vessels under new charters. As illustrated in the table above under “—Overview”, we aim to reduce our exposure to any one particular rate environment and point in the shipping cycle by staggering the maturities of our vessels’ charters. See “—Voyage Revenue”.
 

 •
Utilization of Our Fleet. We calculate utilization of our fleet by dividing the number of days during which our vessels are employed less the aggregate number of days that our vessels are off-hire due to any reason other than due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys by the number of days during which our vessels are employed. We use fleet utilization to measure our vessels’ condition and efficiency in servicing our clients whilst employed. Historically, our fleet has had a limited number of unscheduled off-hire days during the period of employment. In 2023, 2024 and 2025 our fleet utilization for each year was 99.0%, 99.8% and 99.6%, respectively. If the utilization pattern of our fleet changes, our financial results would be affected.
 
65

 •
Expenses and Other Costs. Our ability to control our fixed and variable expenses is critical to our ability to maintain acceptable profit margins. These expenses include commission expenses, crew wages and related costs, the cost of insurance and vessel registry, expenses for repairs and maintenance, the cost of spares and consumable stores, lubricating oil costs, tonnage taxes, regulatory fees, vessel scrubbers and Ballast Water Treatment System (“BWTS”) maintenance expenses and other miscellaneous expenses. In addition, factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S. dollar compared to currencies in which certain of our expenses, primarily crew wages, are paid, can cause our vessel operating expenses to increase. We proactively manage our foreign currency exposure by entering into Euro/dollar forward contracts in an effort to minimize volatility in Euro denominated expenses.
 

 •
Financing Expenses. We rely on external financing mainly from banks and other financing institutions, which we primarily use for the acquisition of vessels and refinancing of maturing financing facilities. We proactively seek to hedge the associated interest rate exposure, subject to market conditions, in an effort to minimize the embedded volatility in interest rate expenses.
 
The following table presents selected consolidated financial and other data of Costamare for each of the three years in the three-year period ended December 31, 2025. The table should be read together with the additional information provided in this section. The selected consolidated financial data of Costamare is a summary of and is derived from our audited consolidated financial statements and notes thereto, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our audited consolidated statements of income, shareholders’ equity and cash flows for the years ended December 31, 2023, 2024 and 2025 and the consolidated balance sheets at December 31, 2024 and 2025, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.
 
Following the completion of the Spin-Off on May 6, 2025, the results of the dry bulk business (consisting of Costamare’s dry bulk owned fleet and the CBI operating platform) are reported as discontinued operations for all periods presented. The summary financials and discussion below refer to Costamare’s continuing operations unless otherwise noted; historical comparative periods have been adjusted accordingly.
 
66
   
Year Ended December 31,
  
   
2023
    
2024
    
2025
  
   
(Expressed in thousands of U.S. dollars, except for share and per share data)
  
STATEMENT OF INCOME
                  
Revenues:
                  
Voyage revenue
  
$
839,374
    
$
864,545
    
$
846,674
  
Income from investments in leaseback vessels
    
8,915
      
23,947
      
31,226
  
Total revenues
    
848,289
      
888,492
      
877,900
  
Voyage expenses
    
(12,490
)
    
(25,769
)
    
(52,002
)
Voyage expenses-related parties
    
(11,881
)
    
(12,163
)
    
(11,252
)
Vessels’ operating expenses
    
(160,868
)
    
(157,919
)
    
(162,481
)
General and administrative expenses
    
(12,374
)
    
(16,252
)
    
(13,016
)
General and administrative expenses-non-cash component
    
(5,850
)
    
(8,427
)
    
(6,979
)
Management fees-related parties
    
(27,480
)
    
(28,641
)
    
(28,917
)
Amortization of dry-docking and special survey costs
    
(15,344
)
    
(17,345
)
    
(19,794
)
Depreciation
    
(126,719
)
    
(126,821
)
    
(129,538
)
Gain / (loss) on sale of vessels, net
    
117,544
      
—
      
—
  
Foreign exchange gains / (losses), net
    
2,145
      
(5,451
)
    
2,269
  
Operating income
  
$
594,972
    
$
489,704
    
$
456,190
  
Interest income
  
$
30,082
    
$
31,712
    
$
19,317
  
Interest and finance costs
    
(119,623
)
    
(109,620
)
    
(91,359
)
Equity gain on investments
    
764
      
12
      
—
  
Other, net
    
1,832
      
1,396
      
966
  
Gain / (loss) on derivative instruments, net
    
10,873
      
(5,861
)
    
11,433
  
Total other expenses, net
  
$
(76,072
)
  
$
(82,361
)
  
$
(59,643
)
Net Income from continuing operations
    
518,900
      
407,343
      
396,547
  
Net Income / (loss) from discontinued operations
    
(137,881
)
    
(91,009
)
    
(27,547
)
Net Income
  
$
381,019
    
$
316,334
    
$
369,000
  
Earnings allocated to Preferred Stock
    
(31,068
)
    
(23,796
)
    
(20,920
)
Deemed dividend in redemption of Series E Preferred Stock
    
—
      
(5,446
)
    
—
  
Net (income) / loss attributable to the non-controlling interest
    
4,730
      
3,585
      
(4,425
)
Net income available to Common Stockholders
  
$
354,681
    
$
290,677
    
$
343,655
  
Earnings per common share, basic and diluted - Total
  
$
2.95
    
$
2.44
    
$
2.86
  
Earnings per common share, basic and diluted – Continuing operations
    
4.09
      
3.15
      
3.09
  
Earnings / (loss) per common share, basic and diluted – Discontinued operations
    
(1.15
)
    
(0.71
)
    
(0.23
)
Weighted average number of shares, basic and diluted
    
120,299,172
      
119,299,405
      
120,198,853
  
OTHER FINANCIAL DATA
                        
Net cash provided by operating activities – Continuing operations
  
$
523,582
    
$
586,868
    
$
536,867
  
Net cash provided by / (used in) investing activities – Continuing operations
    
(11,286
)
    
(32,751
)
    
(179,007
)
Net cash provided by / (used in) financing activities – Continuing operations
    
(425,417
)
    
(613,917
)
    
(507,588
)
Net cash provided by / (used in) discontinued operations
    
(73,233
)
    
12,532
      
(57,931
)
Net increase / (decrease) in cash, cash equivalents and restricted cash
    
13,646
      
(47,268
)
    
(207,659
)
Dividends paid
    
(71,867
)
    
(74,147
)
    
(79,287
)
BALANCE SHEET DATA – CONTINUING OPERATIONS (at year end)
                        
Total current assets
  
$
869,082
    
$
802,306
    
$
690,668
  
Total assets
    
4,106,909
      
3,909,796
      
3,862,662
  
Total current liabilities
    
354,815
      
410,593
      
398,568
  
Total long-term debt and finance lease liability, including current portion
    
2,042,890
      
1,733,113
      
1,522,979
  
Common stock
    
13
      
13
      
13
  
Total stockholders’ equity/net assets
    
2,438,760
      
2,571,059
      
2,158,956
  

67
   
Average for the Year Ended December 31,
  
   
2021
    
2022
    
2023
    
2024
    
2025
  
FLEET DATA
                              
Number of vessels
    
70.1
      
71.6
      
67.6
      
68.0
      
68.3
  
TEU capacity
    
521,389
      
542,264
      
514,978
      
512,989
      
499,240
  


Voyage Revenue
 
Our voyage revenues are driven primarily by the number of vessels in our fleet, the amount of daily charter hire that our vessels earn under time charter agreements and the number of operating days during which our vessels generate revenues. These factors are, in turn, affected by our decisions relating to vessel acquisitions and dispositions, the amount of time that we spend positioning the vessels, the amount of time that the vessels spend dry-docked undergoing repairs, maintenance and upgrade work, the age, condition and specifications of the vessels and the levels of supply and demand in the containership charter markets.
 
Under a time charter agreement, the charterer pays a fixed charter hire rate or an index-linked charter hire rate (which is adjusted periodically based on a specific index such as the Baltic Exchange Handysize Index (“BHSI”)) for the use of the vessel. Voyage revenues generated from time charter agreements are recorded on a straight-line basis over the term of each time charter (excluding the effect of any options to extend the term). Furthermore, voyage revenues derived from time charter agreements with variable charter rates are accounted for as operating leases and thus are recognized on a straight-line basis as the average voyage revenue over the rental periods of such agreements, as service is performed, by dividing (i) the aggregate contracted voyage revenues until the earliest expiration date of the time charter, by (ii) the total contracted days until the earliest expiration date of the time charter agreement. Under a time charter agreement, the shipowner assumes all vessel operating costs and the charterer assumes all vessel voyage expenses.
 
Our voyage revenues will be affected by the acquisition of any additional vessels in the future subject to charter agreements, as well as by the disposition of any existing vessel in our fleet. Our revenues will also be affected if any of our charterers cancel a charter agreement or if we agree to renegotiate charter terms during the term of a charter resulting in aggregate revenue reduction. Our time charter arrangements have been contracted in varying rate environments and expire at different times. Generally, we do not employ our vessels under voyage charters under which a ship-owner, in return for a fixed sum, agrees to transport cargo from one or more loading ports to one or more destinations and assumes all vessel operating costs and voyage expenses.
 
During 2024, containership charter rates increased by 163% on average. The increase in charter rates was mainly attributable to a 5.4% increase in the volume of containers transported due to increased demand and an increase of 17.7% in TEU-miles mainly due to container vessels rerouting from the Suez Canal. Tonnage availability was very limited, especially in larger size vessels where forward fixtures had become the norm, leading to increased competition between liner companies and resulting in higher rates. During 2025, time charter rates increased by 13% on average. This increase in charter rates was attributable to a 4.5% increase in the volume of containers transported due to increased demand and an increase of 4.7% in TEU-miles mainly due to container vessels still having to reroute around the Cape of Good Hope. Many vessels were already chartered through 2026, resulting in limited availability of vessels for chartering while, at the same time, liner companies’ appetite for chartering vessels remained at healthy levels.
 
Voyage Expenses
 
Voyage expenses primarily consist of port and canal charges, bunker (fuel) expenses, costs associated with EU ETS Allowances (“EUAs”), Fuel EU Maritime penalties and commissions to counter and third parties that are unique to a particular charter. Under our time charter agreements, charterers assume the voyage expenses other than the commissions. Voyage expenses represent a relatively small portion of our vessels’ overall expenses. During 2024 and 2025, commissions charged represented 43% and 19% of voyage expenses, respectively.
 
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These commissions do not include the fees we pay to our manager, which are described below under “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”.
 
Vessels’ Operating Expenses
 
Vessels’ operating expenses include crew wages and related costs, the cost of insurance, expenses for repairs and maintenance, the cost of spares and consumable stores, lubricant costs, statutory and classification expenses and other miscellaneous expenses. Aggregate expenses increase as the size of our fleet increases. We expect that insurance costs, dry-docking and maintenance costs will increase as our vessels age. Factors beyond our control, some of which may affect the shipping industry in general—for instance, developments relating to market premiums for insurance and changes in the market price of lubricants due to increases in oil prices—may also cause vessel operating expenses to increase. In addition, a substantial portion of our vessel operating expenses, primarily crew wages, are in currencies other than the U.S. dollar (mainly in Euro), and any gain or loss we incur as a result of the U.S. dollar fluctuating in value against these currencies is included in vessel operating expenses. As of December 31, 2025, approximately 40% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar (mainly in Euro). We fund our managers with the amounts they will need to pay our fleet’s vessel operating expenses. Under our time charter arrangements, we generally pay for vessel operating expenses.
 
General and Administrative Expenses
 
General and administrative expenses mainly include legal, accounting and advisory fees. We also incur additional general and administrative expenses as a public company. The primary components of general and administrative expenses consist of the expenses associated with being a public company, which include the preparation of disclosure documents, legal and accounting costs, investor relation costs, incremental director and officer liability insurance costs, director and executive compensation and costs related to compliance with the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act of 2010, and costs related to other corporate functions such as tax and internal audit.
 
Management Fees
 
Management fees for our containerships mainly include those provided for services under the Framework Agreement, the Services Agreement and the individual ship-management agreements. Management fees also include amounts paid to Neptune Manager in connection with the services provided under the Neptune Management Agreement. The total management fees paid by us to our managers during the years ended December 31, 2023, 2024 and 2025 amounted to $27.5 million, $28.6 million and $28.9 million, respectively. The amounts charged by our related party managers include amounts paid to third-party managers of $8.8 million, $6.3 million and $5.7 million for the years ended December 31, 2023, 2024 and 2025, respectively. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” for more information regarding management fees.
 
Amortization of Dry-docking and Special Survey Costs
 
All vessels are dry-docked at least once every five years for inspection of their underwater parts and for repairs related to such inspections. We follow the deferral method of accounting for special survey and dry-docking costs whereby actual costs incurred (mainly shipyard costs, paints and class renewal expenses) are deferred and amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written off and included in the calculation of the resulting gain or loss in the period of the vessel’s sale.
 
Depreciation
 
We depreciate our vessels on a straight-line basis over their estimated remaining useful economic lives. Depreciation is based on cost, less the estimated scrap value of the vessels.
 
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Gain / (Loss) on Sale of Vessels
 
The gain or loss on the sale of a vessel is presented in a separate line item in our consolidated statements of income. In each of the years ended December 31, 2023, 2024 and 2025, we sold three, nil and nil vessels, respectively.
 
Foreign Exchange Gains / (Losses)
 
Our functional currency is the U.S. dollar because our vessels operate in international shipping markets, and therefore transact business mainly in U.S. dollars. Our books of accounts are maintained in U.S. dollars. Transactions involving other currencies are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. The gain or loss derives from the different foreign currency exchange rates between the time that a cost is recorded in our books and the time that the cost is paid. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. dollars at the year-end exchange rates.
 
Resulting gains or losses are reflected as foreign exchange gains / (losses) in our consolidated statement of income.
 
Other, Net
 
Other expenses represent primarily non-recurring items that are not classified under the other categories of our consolidated statement of comprehensive income. Such expenses may, for instance, result from various potential claims against our Company, or from payments we are effecting on behalf of charterers that cannot meet their obligations.
 
Interest Income, Interest and Finance Costs
 
We incur interest expense on outstanding indebtedness under our existing credit arrangements which we include in interest expense. Finance costs also include financing and legal costs in connection with establishing and amending those facilities, which are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. Further, we earn interest on cash deposits in interest-bearing accounts and on interest-bearing securities,  which we include in interest income. We will incur additional interest expense in the future on our outstanding borrowings and under future borrowings. For a description of our existing credit facilities  please read “—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.
 
Gain / (Loss) on Derivative Instruments
 
We enter into interest rate swap contracts, cross-currency swap agreements and interest rate cap agreements to manage our exposure to fluctuations of interest rate and foreign currencies risks associated with specific borrowings. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, we designate the derivative as a hedge of a forecasted transaction or the variability of cash flow to be paid (“cash flow hedge”). Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in Other comprehensive income / (loss) until earnings are affected by the forecasted transaction or the variability of cash flow and are then reported in earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes have occurred. For a description of our existing derivative instruments, please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk—A. Quantitative Information About Market Risk—Interest Rate Risk”.
 
Results of Continuing Operations
 
Year ended December 31, 2025 compared to year December 31, 2024
 
During the years ended December 31, 2025 and 2024, we had an average of 68.3 and 68.0 container vessels, respectively, in our fleet.

70
During the year ended December 31, 2025, we acquired and accepted delivery of the secondhand container vessel Maersk Puelo with a capacity of 6,541 TEU.
 
As of December 31, 2025, we have invested in NML the amount of $182.2 million.
 
In the years ended December 31, 2025 and 2024, our fleet ownership days totaled 24,934 and 24,888 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
 
Consolidated Financial Results from Continuing operations and Vessels’ Operational Data(1),(2),(3)

 (Expressed in millions of U.S. dollars,
  
Year ended December 31,
          
Percentage
  
except percentages)
  
2024
    
2025
    
Change
    
Change
  
                         
Voyage revenue
  
$
864.5
    
$
846.7
    
$
(17.8
)
    
(2.1
%)
Income from investments in leaseback vessels
    
23.9
      
31.2
      
7.3
      
30.5
%
Voyage expenses
    
(25.8
)
    
(52.0
)
    
26.2
      
101.6
%
Voyage expenses – related parties
    
(12.2
)
    
(11.3
)
    
(0.9
)
    
(7.4
%)
Vessels’ operating expenses
    
(157.9
)
    
(162.5
)
    
4.6
      
2.9
%
General and administrative expenses
    
(16.3
)
    
(13.0
)
    
(3.3
)
    
(20.2
%)
Management fees – related parties
    
(28.6
)
    
(28.9
)
    
0.3
      
1.0
%
General and administrative expenses - non-cash component
    
(8.4
)
    
(7.0
)
    
(1.4
)
    
(16.7
%)
Amortization of dry-docking and special survey costs
    
(17.3
)
    
(19.8
)
    
2.5
      
14.5
%
Depreciation
    
(126.8
)
    
(129.5
)
    
2.7
      
2.1
%
Foreign exchange gains / (losses)
    
(5.4
)
    
2.3
      
7.7
    
n.m.
  
Interest income
    
31.7
      
19.3
      
(12.4
)
    
(39.1
%)
Interest and finance costs
    
(109.6
)
    
(91.4
)
    
(18.2
)
    
(16.6
%)
Income / (loss) from equity method investments
    
-
      
-
      
-
    
n.m.
  
Other
    
1.4
      
1.0
      
(0.4
)
    
(28.6
%)
Gain / (Loss) on derivative instruments, net
    
(5.9
)
    
11.4
      
17.3
    
n.m.
  
Net Income from Continuing operations
  
$
407.3
    
$
396.5
                  

Vessels’ operational data(3)
  
Year ended December 31,
              
   
2024
    
2025
    
Change
    
Percentage
Change
  
Average number of vessels
    
68.0
      
68.3
      
0.3
      
0.4
%
Ownership days
    
24,888
      
24,934
      
46
      
0.2
%
Number of vessels under dry-docking and special survey
    
8
      
14
      
6
          

71
The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The table below sets out our Voyage revenue adjusted on a cash basis and the corresponding reconciliation to Voyage revenue for the twelve-month periods ended December 31, 2025 and December 31, 2024. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.
 
(Expressed in millions of U.S. dollars,
  
Year ended December 31,
          
Percentage
  
except percentages)
  
2024
    
2025
    
Change
    
Change
  
                         
Voyage revenue
  
$
864.5
    
$
846.7
    
$
(17.8
)
    
(2.1
%)
Accrued charter revenue 
    
(5.9
)
    
3.0
      
8.9
    
n.m.
  
Amortization of time-charter assumed
    
(0.4
)
    
0.1
      
0.5
    
n.m.
  
Amortization of deferred revenue
    
-
      
(4.1
)
    
(4.1
)
  
n.m.
  
Voyage revenue adjusted on a cash basis (1),(2)
  
$
858.2
    
$
845.7
    
$
(12.5
)
    
(1.5
%)


(1)
Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates,“Amortization of time-charter assumed” and “Amortization of deferred revenue”.
(2)
Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates.
(3)
Vessels that are part of continuing operations.

Voyage Revenue
Voyage revenue decreased by 2.1%, or $17.8 million, to $846.7 million during the year ended December 31, 2025, from $864.5 million during the year ended December 31, 2024. The decrease period over period is mainly attributable to (i) the lower accounting revenue recorded for two of our vessels classified as sale type leases and (ii) the net decreased charter rates in certain of our vessels; partly offset by (i) the contractual reimbursements from certain of our charterers for EUAs and Fuel EU Maritime penalties and (ii) the revenue earned by one container vessel acquired during the third quarter of 2025.
 
Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”, amortization of time-charter assumed and amortization of deferred revenue) decreased by 1.5%, or $12.5 million, to $845.7 million during the year ended December 31, 2025, from $858.2 million during the year ended December 31, 2024.
 
Income from investments in leaseback vessels
 
Income from investments in leaseback vessels was $31.2 million and $23.9 million for the years ended December 31, 2025 and 2024, respectively. Income from investments in leaseback vessels increased, period over period, due to the increased volume of NML’s operations during the year ended December 31, 2025 compared to the year ended December 31, 2024. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.
 
Voyage Expenses
 
Voyage expenses were $52.0 million and $25.8 million for the years ended December 31, 2025 and 2024, respectively. Voyage expenses increased period over period, mainly due to the recognition of  costs associated with EUAs, Fuel EU Maritime penalties and an increase in relevant expenses. However, a significant portion of these costs are contractually reimbursed by the charterers, as discussed in “Voyage Revenue”, mitigating the net expenses impact. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption, (ii) third-party commissions and (iii) EUAs and Fuel EU Maritime expenses.

72
Voyage Expenses – related parties
 
Voyage expenses – related parties were $11.3 million and $12.2 million for the years ended December 31, 2025 and 2024, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our fleet charged by a related manager and a related service provider and (ii) charter brokerage fees payable to two related charter brokerage companies for an amount of approximately $1.2 million and $1.5 million, in the aggregate, for the years ended December 31, 2025 and 2024, respectively.
 
Vessels’ Operating Expenses
 
Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $162.5 million and $157.9 million during the years ended December 31, 2025 and 2024, respectively. Daily vessels’ operating expenses were $6,516 and $6,345 for the years ended December 31, 2025 and 2024, respectively. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.
 
General and Administrative Expenses
 
General and administrative expenses were $13.0 million and $16.3 million during the years ended December 31, 2025 and 2024, respectively, and include amounts of $2.7 million and $2.7 million, respectively, that were paid to a related service provider.
 
Management Fees – related parties
 
Management fees charged by our related party managers were $28.9 million and $28.6 million during the years ended December 31, 2025 and 2024, respectively. The amounts charged by our related party managers include amounts paid to third party managers of $5.7 million and $6.3 million for the years ended December 31, 2025 and 2024, respectively.
 
General and Administrative Expenses - non-cash component
 
General and administrative expenses - non-cash component for the year ended December 31, 2025 amounted to $7.0 million, representing the value of the shares issued to a related service provider on March 31, 2025, on June 30, 2025, on September 30, 2025 and on December 30, 2025. General and administrative expenses - non-cash component for the year ended December 31, 2024 amounted to $8.4 million, representing the value of the shares issued to a related service provider on March 29, 2024, on June 28, 2024, on September 30, 2024 and on December 30, 2024.
 
Amortization of Dry-Docking and Special Survey Costs
 
Amortization of deferred dry-docking and special survey costs was $19.8 million and $17.3 million during the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, 12 vessels underwent and completed their special surveys, and two vessels were in the process of completing their special surveys. During the year ended December 31, 2024, seven vessels underwent and completed their special surveys, and one vessel was in the process of completing her special survey.
 
Depreciation
 
Depreciation expense for the years ended December 31, 2025 and 2024 was $129.5 million and $126.8 million, respectively.
 
Interest Income
 
Interest income amounted to $19.3 million and $31.7 million for the years ended December 31, 2025 and 2024, respectively.
 
Interest and Finance Costs
 
Interest and finance costs were $91.4 million and $109.6 million during the years ended December 31, 2025 and 2024, respectively. The decrease is mainly attributable to the decreased interest expense due to a lower average loan balance, along with reduced SOFR rates, during the year ended December 31, 2025, compared to the year ended December 31, 2024.
 
73
Gain / (Loss) on Derivative Instruments, net
 
As of December 31, 2025, we hold derivative financial instruments that qualify for hedge accounting and derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that qualifies for hedge accounting is recorded in OCI. The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of income.
 
As of December 31, 2025, the fair value of these instruments, in aggregate, amounted to a net asset of $14.6 million. During the year ended December 31, 2025, the change in the fair value (fair value as of December 31, 2025 compared to the fair value as of December 31, 2024) of the derivative instruments that qualify for hedge accounting resulted in a loss of $17.6 million, which has been included in OCI. Furthermore, during the year ended December 31, 2025, the change in the fair value (fair value as of December 31, 2025 compared to the fair value as of December 31, 2024) of the derivative instruments that do not qualify for hedge accounting, including the realized components of such derivative instruments during the year, resulted in a net gain of $11.4 million, which has been included in Gain / (Loss) on Derivative Instruments, net.
 
Segmental Financial Information
 
Following the Spin-Off, the Company now reports two reportable segments. Prior to the Spin-Off, there were four reportable segments; however, the dry bulk and CBI operating platform segments were spun off, and the comparative information has been recast accordingly. The Company has identified the Chairman and Chief Executive Officer as the Chief Operation Decision Maker (CODM) in accordance with ASC 280, Segment Reporting. The CODM is responsible for assessing performance, allocating resources, and making strategic decisions across the Company’s business segments. The CODM uses segment profit/(loss) to assess performance and allocate resources (including financial or capital resources) to each segment, primarily through segment performance reviews. Such resources allocation is relied upon not only for the reported segments’ results but also for the CODM’s view and estimates as to the future prospects of each segment. The tables below present information about the Company’s reportable segments for the years ended December 31, 2025 and 2024.
 
For the year ended December 31, 2025
  
(Expressed in millions of U.S. dollars)
  
Container vessels
segment
    
NML
  
Voyage revenue
  
$
846.7
    
$
-
  
Income from investment in leaseback vessels
    
-
      
31.2
  
Total revenues
  
$
846.7
    
$
31.2
  
                 
Less (1):
                
Voyage expenses
    
(52.0
)
    
-
  
Voyage expenses-related parties
    
(11.3
)
    
-
  
Vessels’ operating expenses
    
(162.5
)
    
-
  
Interest and finance costs
    
(79.8
)
    
(11.5
)
Other segment items (2)
    
(149.3
)
    
-
  
Segment profit
  
$
391.8
    
$
19.7
  
 
  (1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
  (2)
Other segment items for the Container vessels segment include depreciation expense of the vessels and amortization of dry-docking and special survey costs.

For the year ended December 31, 2024
  
(Expressed in millions of U.S. dollars)
  
Container vessels
segment
    
NML
  
Voyage revenue
  
$
864.5
    
$
-
  
Income from investment in leaseback vessels
    
-
      
23.9
  
Total revenues
  
$
864.5
    
$
23.9
  
                 
Less (1):
                
Voyage expenses
    
(25.8
)
    
-
  
Voyage expenses-related parties
    
(12.2
)
    
-
  
Vessels’ operating expenses
    
(157.9
)
    
-
  
Interest and finance costs
    
(99.5
)
    
(10.1
)
Other segment items (2)
    
(144.1
)
    
-
  
Segment profit
  
$
425.0
    
$
13.8
  
 

 (1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)
Other segment items for the Container vessels segment include depreciation expense of the vessels and amortization of dry-docking and special survey costs.

74
Year ended December 31, 2025 compared to year December 31, 2024 – Container vessels segment
 
Voyage Revenue
 
Voyage revenue decreased by 2.1%, or $17.8 million, to $846.7 million during the year ended December 31, 2025, from $864.5 million during the year ended December 31, 2024. The decrease period over period is mainly attributable to (i) the lower accounting revenue recorded for two of our vessels classified as sale type leases and (ii) the net decreased charter rates in certain of our vessels; partly offset by (i) the contractual reimbursements from certain of our charterers for EUAs and Fuel EU Maritime penalties and (ii) the revenue earned by one container vessel acquired during the third quarter of 2025.
 
Voyage Expenses
 
Voyage expenses for the container vessels segment were $52.0 million and $25.8 million for the years ended December 31, 2025 and 2024, respectively. Voyage expenses increased, year over year, mainly due to the recognition of liabilities for EUAs, Fuel EU Maritime penalties and an increase in relevant expenses. However, a significant portion of these liabilities are contractually reimbursed by the charterers, as discussed in “Voyage Revenue”, mitigating the impact on the Segment net expenses. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption, (ii) third-party commissions and (iii) EUAs and Fuel EU Maritime expenses.
 
Voyage Expenses – related parties
 
Voyage expenses - related parties were $11.3 million and $12.2 million for the years ended December 31, 2025 and 2024, respectively. Voyage expenses - related parties for the container vessels segment represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned containership fleet charged by a related manager and a related service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $1.2 million and $1.5 million, in the aggregate, for the years ended December 31, 2025 and 2024, respectively.
 
Vessels’ Operating Expenses
 
Vessels’ operating expenses for the container vessels segment, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $162.5 million and $157.9 million during the years ended December 31, 2025 and 2024, respectively. Daily container vessels’ operating expenses were $6,516 and $6,345 for the years ended December 31, 2025 and 2024, respectively. Daily operating expenses are calculated as container vessels’ operating expenses for the period over the ownership days of the period.
 
Interest and Finance Costs
 
Interest and finance costs for the container vessels segment were $79.8 million and $99.5 million during the years ended December 31, 2025 and 2024, respectively. The decrease is mainly attributable to the decreased interest expense due to a lower average loan balance for the container vessels segment, along with reduced SOFR rates, during the year ended December 31, 2025 compared to the year ended December 31, 2024.
 
75
Other Segment Items
 
Other segment items for the container vessels segment include depreciation expense of the containership vessels and amortization of dry-docking and special survey costs for the containership vessels.
 
Depreciation expense for the container vessels segment for the years ended December 31, 2025 and 2024 was $129.5 million and $126.8 million, respectively.
 
Amortization of deferred dry-docking and special survey costs for the container vessels segment was $19.8 million and $17.3 million during the years ended December 31, 2025 and 2024, respectively. During the year ended December 31, 2025, 12 container vessels underwent and completed their dry-docking and special survey and two container vessels were in the process of completing their dry-docking and special survey. During the year ended December 31, 2024, seven container vessels underwent and completed their dry-docking and special survey and one container vessel was in the process of completing her dry-docking and special survey.
 
Year ended December 31, 2025 compared to year ended December 31, 2024 – NML segment
 
Income from investments in leaseback vessels
 
Income from investments in leaseback vessels for the NML segment was $31.2 million and $23.9 million for the years ended December 31, 2025 and 2024, respectively. Increased income from investments in leaseback vessels, year over year, is attributable to the increased volume of NML’s operations during the year ended December 31, 2025 compared to the year ended December 31, 2024. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.
 
Interest and Finance Costs
 
Interest and finance costs for the NML segment were $11.5 million and $10.1 million during the years ended December 31, 2025 and 2024, respectively. The increase is mainly attributable to the higher average loan balance for the NML segment, partially offset by reduced SOFR rates in the year ended December 31, 2025 compared to the year ended December 31, 2024.
 
Year ended December 31, 2024 compared to year ended December 31, 2023
 
During the years ended December 31, 2024 and 2023, we had an average of 68.0 and 67.6 container vessels, respectively, in our fleet.

During the year ended December 31, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital, (ii) acquired the 51% equity interest of York Capital in the 2018-built, 3,800 TEU capacity containership Polar Brasil and as a result we obtained 100% of the equity interest in the vessel and (iii) we acquired the 51% equity interest of York Capital of the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel.
 
In addition, during the year ended December 31, 2023, we sold the container vessels Maersk Kalamata, Sealand Washington and Oakland with an aggregate TEU capacity of 18,182.
 
As of December 31, 2024, we had invested in NML the amount of $123.3 million. NML has been included in our consolidated financial statements since the second quarter of 2023.
 
In the years ended December 31, 2024 and 2023, our fleet ownership days totaled 24,888 and 24,677 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.
 
76
Consolidated Financial Results from Continuing Operations and Vessels’ Operational Data(1),(2),(3)
 
 (Expressed in millions of U.S. dollars,
  
Year ended December 31,
          
Percentage
except percentages)
  
2023
    
2024
    
Change
    
Change
                       
Voyage revenue
  
$
839.4
    
$
864.5
    
$
25.1
      
3.0
%
Income from investments in leaseback vessels
    
8.9
      
23.9
      
15.0
      
168.5
%
Voyage expenses
    
(12.5
)
    
(25.8
)
    
13.3
      
106.4
%
Voyage expenses – related parties
    
(11.9
)
    
(12.2
)
    
0.3
      
2.5
%
Vessels’ operating expenses
    
(160.9
)
    
(157.9
)
    
(3.0
)
    
(1.9
%)
General and administrative expenses
    
(12.4
)
    
(16.3
)
    
3.9
      
31.5
%
Management fees – related parties
    
(27.5
)
    
(28.6
)
    
1.1
      
4.0
%
General and administrative expenses - non-cash component
    
(5.9
)
    
(8.4
)
    
2.5
      
42.4
%
Amortization of dry-docking and special survey costs
    
(15.3
)
    
(17.3
)
    
2.0
      
13.1
%
Depreciation
    
(126.7
)
    
(126.8
)
    
0.1
      
0.1
%
Gain on sale of vessels, net
    
117.5
      
-
      
(117.5
)
  
n.m.
  
Foreign exchange gains / (losses)
    
2.2
      
(5.4
)
    
(7.6
)
  
n.m.
  
Interest income
    
30.1
      
31.7
      
1.6
      
5.3
%
Interest and finance costs
    
(119.6
)
    
(109.6
)
    
(10.0
)
    
(8.4
%)
Income / (loss) from equity method investments
    
0.8
      
-
      
(0.8
)
  
n.m.
  
Other
    
1.8
      
1.4
      
(0.4
)
    
(22.2
%)
Gain /(Loss) on derivative instruments, net
    
10.9
      
(5.9
)
    
(16.8
)
  
(154.1
 %)
Net Income from Continuing operations
  
$
518.9
    
$
407.3
                  

Vessels’ operational data(3)
  
Year ended December 31,






   
2023
    
2024
    
Change
    
Percentage
Change
  
Average number of vessels
    
67.6
      
68.0
      
0.4
      
0.6
%
Ownership days
    
24,677
      
24,888
      
211
      
0.9
%
Number of vessels under dry-docking and special survey
    
16
      
8
      
(8
)
        

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The table below sets out our Voyage revenue adjusted on a cash basis and the corresponding reconciliation to Voyage revenue for the twelve-month periods ended December 31, 2024 and December 31, 2023. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.
 
77
(Expressed in millions of U.S. dollars,
  
Year ended December 31,
    
Change
    
Percentage
Change
  
except percentages)
  
2023
    
2024
    
   
 
                         
Voyage revenue
  
$
839.4
    
$
864.5
    
$
25.1
      
3.0
%
Accrued charter revenue 
    
2.1
      
(5.9
)
    
(8.0
)
  
n.m.
  
Amortization of time-charter assumed
    
(0.2
)
    
(0.4
)
    
0.2
    
n.m.
  
Voyage revenue adjusted on a cash basis (1),(2)
  
$
841.3
    
$
858.2
    
$
16.9
      
2.0
%


(1)
Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates and “Amortization of time charter assumed”.
(2)
Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates.
(3)
Vessels that are part of continuing operations.

Voyage Revenue

Voyage revenue increased by 3.0%, or $25.1 million, to $864.5 million during the year ended December 31, 2024, from $839.4 million during the year ended December 31, 2023. The increase is mainly attributable to (i) revenue earned by two container vessels acquired during the second and fourth quarter of 2023, respectively, (ii) decreased fleet off-hire and idle days in the year ended December 31, 2024 compared to the year ended December 31, 2023 and (iii) the contractual reimbursements from certain of our charterers for EUAs; partly offset by revenue not earned by one container vessel sold during the year ended 2023.
 
Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”, amortization of time-charter assumed) increased by 2.0%, or $16.9 million, to $858.2 million during the year ended December 31, 2024, from $841.3 million during the year ended December 31, 2023.
 
Income from investments in leaseback vessels
 
Income from investments in leaseback vessels was $23.9 million and $8.9 million for the years ended December 31, 2024 and 2023, respectively. Increased income from investments in leaseback vessels, year over year, is attributable to (i) the income earned from NML’s operations for the entire year ended December 31, 2024 (in 2023, we earned income from NML’s operations starting from the second quarter of 2023) and (ii) the increased volume of NML’s operations during the year ended December 31, 2024 compared to the year ended December 31, 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.
 
Voyage Expenses
 
Voyage expenses were $25.8 million and $12.5 million for the years ended December 31, 2024 and 2023, respectively. Voyage expenses increased period over period, mainly due to the recognition of costs associated with EUAs and an increase in relevant expenses. However, a significant portion of these costs are contractually reimbursed by the charterers, as discussed in “Voyage Revenue”, mitigating the net expenses impact. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption, (ii) third-party commissions and (iii) EUAs.
 
Voyage Expenses – related parties
 
Voyage expenses – related parties were $12.2 million and $11.9 million for the year ended December 31, 2024 and 2023, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our fleet charged by a related manager and a related service provider and (ii) charter brokerage fees payable to two related charter brokerage companies for an amount of approximately $1.5 million and $1.4 million, in the aggregate, for the years ended December 31, 2024 and 2023, respectively.
 
Vessels’ Operating Expenses
 
Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $157.9 million and $160.9 million during the years ended December 31, 2024 and 2023, respectively. Daily vessels’ operating expenses were $6,345 and $6,519 for the years ended December 31, 2024 and 2023, respectively. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.

78
General and Administrative Expenses
 
General and administrative expenses were $16.3 million and $12.4 million during the years ended December 31, 2024 and 2023, respectively, and include amounts of $2.7 million and $2.7 million, respectively, that were paid to a related service provider.
 
Management Fees – related parties
 
Management fees charged by our related party managers were $28.6 million and $27.5 million during the years ended December 31, 2024 and 2023, respectively. The amounts charged by our related party managers include amounts paid to third party managers of $6.3 million and $8.8 million for the years ended December 31, 2024 and 2023, respectively.
 
General and Administrative Expenses - non-cash component
 
General and administrative expenses - non-cash component for the year ended December 31, 2024 amounted to $8.4 million, representing the value of the shares issued to a related service provider on March 29, 2024, on June 28, 2024, on September 30, 2024 and on December 30, 2024. General and administrative expenses – non-cash component for the year ended December 31, 2023 amounted to $5.8 million, representing the value of the shares issued to a related service provider on March 30, 2023, June 30, 2023, September 29, 2023 and December 29, 2023.
 
Amortization of Dry-Docking and Special Survey Costs
 
Amortization of deferred dry-docking and special survey costs was $17.3 million and $15.3 million during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, seven vessels underwent and completed their special surveys, and one vessel was in the process of completing her special survey. During the year ended December 31, 2023, 15 vessels underwent and completed their special surveys, and one vessel was in the process of completing her special survey.
 
Depreciation
 
Depreciation expense for the years ended December 31, 2024 and 2023 was $126.8 million and $126.7 million, respectively.
 
Gain on Sale of Vessels, net
 
During the year ended December 31, 2023, we recorded an aggregate net gain of $117.5 million from (i) the sale of the container vessel Oakland, (ii) the sale of the container vessels Maersk Kalamata and Sealand Washington and (iii) the result of the accounting classification of the container vessels Vela and Vulpecula as “Net investment in Sale type lease (Vessels)”.
 
Interest Income
 
Interest income amounted to $31.7 million and $30.1 million for the years ended December 31, 2024 and 2023, respectively.
 
Interest and Finance Costs
 
Interest and finance costs were $109.6 million and $119.6 million during the years ended December 31, 2024 and 2023, respectively. The decrease is mainly attributable to the decreased interest expense due to a lower average loan balance, during the year ended December 31, 2024, compared to the year ended December 31, 2023.
 
Gain / (Loss) on Derivative Instruments, net
 
As of December 31, 2024, we hold derivative financial instruments that qualify for hedge accounting and derivative financial instruments that do not qualify for hedge accounting. The change in the fair value of each derivative instrument that qualifies for hedge accounting is recorded in OCI. The change in the fair value of each derivative instrument that does not qualify for hedge accounting is recorded in the consolidated statements of income.
 
As of December 31, 2024, the fair value of these instruments, in aggregate, amounted to a net asset of $11.9 million. During the year ended December 31, 2024, the change in the fair value (fair value as of December 31, 2024 compared to the fair value as of December 31, 2023) of the derivative instruments that qualify for hedge accounting resulted in a loss of $7.5 million, which has been included in OCI. Furthermore, during the year ended December 31, 2024, the change in the fair value (fair value as of December 31, 2024 compared to the fair value as of December 31, 2023) of the derivative instruments that do not qualify for hedge accounting, including the realized components of such derivative instruments during the year, resulted in a net loss of $5.9 million, which has been included in Gain / (Loss) on Derivative Instruments, net.
 
79
Segmental Financial Information
 
For the year ended December 31, 2024
  
(Expressed in millions of U.S. dollars)
  
Container vessels
segment
    
NML
  
Voyage revenue
  
$
864.5
    
$
-
  
Income from investment in leaseback vessels
    
-
      
23.9
  
Total revenues
  
$
864.5
    
$
23.9
  
                 
Less (1):
                
Voyage expenses
    
(25.8
)
    
-
  
Voyage expenses-related parties
    
(12.2
)
    
-
  
Vessels’ operating expenses
    
(157.9
)
    
-
  
Interest and finance costs
    
(99.5
)
    
(10.1
)
Other segment items (2)
    
(144.1
)
    
-
  
Segment profit
  
$
425.0
    
$
13.8
  
 
  (1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)
Other segment items for the Container vessels segment include depreciation expense of the vessels and amortization of dry-docking and special survey costs.
 
For the year ended December 31, 2023
  
(Expressed in millions of U.S. dollars)
  
Container vessels
segment
    
NML
  
Voyage revenue
  
$
839.4
    
$
-
  
Income from investment in leaseback vessels
    
-
      
8.9
  
Total revenues
  
$
839.4
    
$
8.9
  

               
Less (1):
                
Voyage expenses
    
(12.5
)
    
-
  
Voyage expenses-related parties
    
(11.9
)
    
-
  
Vessels’ operating expenses
    
(160.9
)
    
-
  
Interest and finance costs
    
(117.4
)
    
(2.2
)
Other segment items (2)
    
(142.1
)
    
-
  
Segment profit
  
$
394.6
    
$
6.7
  
 

 (1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)
Other segment items for the Container vessels segment include depreciation expense of the vessels and amortization of dry-docking and special survey costs.

Year ended December 31, 2024 compared to year December 31, 2023 – Container vessels segment
 
During the years ended December 31, 2024 and 2023, we had an average of 68.0 and 67.6 container vessels, respectively, in our fleet.
 
During the year ended December 31, 2023, we (i) sold our 49% equity interest in the company owning the 2018-built, 3,800 TEU capacity containership, Polar Argentina to York Capital, (ii) acquired the 51% equity interest of York Capital in the 2018-built, 3,800 TEU capacity containership Polar Brasil and as a result we obtained 100% of the equity interest in the vessel and (iii) acquired the 51% equity interest of York Capital in the 2001-built, 1,550 TEU capacity containership Arkadia and as a result we obtained 100% of the equity interest in the vessel.
 
80
In addition, during the year ended December 31, 2023, we sold the container vessels Maersk Kalamata, Sealand Washington and Oakland with an aggregate TEU capacity of 18,182.
 
In the years ended December 31, 2024 and 2023, our containership fleet ownership days totaled 24,888 and 24,677 days, respectively.
 
Voyage Revenue
 
Voyage revenue for the container vessels segment increased by 3.0%, or $25.1 million, to $864.5 million during the year ended December 31, 2024, from $839.4 million during the year ended December 31, 2023. The increase is mainly attributable to (i) revenue earned by two container vessels acquired during the second and fourth quarter of 2023, respectively, (ii) decreased fleet off-hire and idle days in the year ended December 31, 2024 compared to the year ended December 31, 2023 and (iii) the contractual reimbursements from certain of our charterers for EUAs; partly offset by revenue not earned by one container vessel sold during the year ended 2023.
 
Voyage Expenses
 
Voyage expenses for the container vessels segment were $25.8 million and $12.5 million for the years ended December 31, 2024 and 2023, respectively. Voyage expenses increased, year over year, mainly due to the recognition of costs associated with EUAs and an increase in relevant expenses. However, a significant portion of these costs are contractually reimbursed by the charterers, as discussed in “Voyage Revenue”, mitigating the net expenses impact. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption, (ii) third-party commissions and (iii) EUAs.
 
Voyage Expenses – related parties
 
Voyage expenses - related parties were $12.2 million and $11.9 million for the years ended December 31, 2024 and 2023, respectively. Voyage expenses - related parties for the container vessels segment represent (i) fees of 1.25%, in the aggregate, on voyage revenues earned by our owned containership fleet charged by a related manager and a related service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $1.5 million and $1.4 million, in the aggregate, for the years ended December 31, 2024 and 2023, respectively.
 
Vessels’ Operating Expenses
 
Vessels’ operating expenses for the container vessels segment, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $157.9 million and $160.9 million during the years ended December 31, 2024 and 2023, respectively. Daily container vessels’ operating expenses were $6,345 and $6,519 for the years ended December 31, 2024 and 2023, respectively. Daily operating expenses are calculated as container vessels’ operating expenses for the period over the ownership days of the period.
 
Interest and Finance Costs
 
Interest and finance costs for the container vessels segment were $99.5 million and $117.4 million during the years ended December 31, 2024 and 2023, respectively. The decrease is mainly attributable to the decreased interest expense due to a lower average loan balance for the container vessels segment during the year ended December 31, 2024 compared to the year ended December 31, 2023.
 
81
Other Segment Items
 
Other segment items for the container vessels segment include depreciation expense of the containership vessels and amortization of dry-docking and special survey costs for the containership vessels.
 
Depreciation expense for the container vessels segment for the years ended December 31, 2024 and 2023 was $126.8 million and $126.7 million, respectively.
 
Amortization of deferred dry-docking and special survey costs was $17.3 million and $15.3 million during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, seven vessels underwent and completed their special surveys, and one vessel was in the process of completing her special survey. During the year ended December 31, 2023, 15 vessels underwent and completed their special surveys, and one vessel was in the process of completing her special survey.
 
Year ended December 31, 2024 compared to year ended December 31, 2023 – NML segment
 
Income from investments in leaseback vessels
 
Income from investments in leaseback vessels for the NML segment was $23.9 million and $8.9 million for the years ended December 31, 2024 and 2023, respectively. Increased income from investments in leaseback vessels, year over year, is attributable to (i) the income earned from NML’s operations for the entire year ended December 31, 2024 (in 2023, we earned income from NML’s operations starting from the second quarter of 2023) and (ii) the increased volume of NML’s operations during the year ended December 31, 2024 compared to the year ended December 31, 2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.
 
Interest and Finance Costs
 
Interest and finance costs for the NML segment were $10.1 million and $2.2 million during the years ended December 31, 2024 and 2023, respectively. The increase is mainly attributable to the higher average loan balance for the NML segment in the year ended December 31, 2024 compared to the year ended December 31, 2023.
 
B.           Liquidity and Capital Resources
 
Historically, our principal sources of funds have been operating cash flows and long-term financing in the form of bank borrowings, unsecured bond loans or sale and leaseback transactions. Our principal uses of funds have been capital expenditures to establish, grow and maintain our fleet, comply with international shipping standards, environmental laws and regulations, fund working capital requirements and pay dividends. In monitoring our working capital needs, we project our charter hire income and vessels’ maintenance and running expenses, as well as debt service obligations, and seek to maintain adequate cash reserves in order to address any budget overruns.
 
Our primary short-term liquidity needs relate to funding our vessel operating expenses, debt repayment, lease payment and payment of quarterly dividends on our outstanding Listed Preferred Stock and common stock. Our long-term liquidity needs primarily relate to additional vessel acquisitions in the containership sector for fleet renewal or expansion, debt repayments and lease payments. We anticipate that our primary sources of funds will be cash from operations, along with borrowings under new credit facilities, finance leases and other financing arrangements that we intend to obtain from time to time in connection with vessel acquisitions. We believe that these sources of funds will be sufficient to meet our short-term and long-term liquidity needs, including our agreements, subject to certain conditions, to acquire newbuild vessels, although there can be no assurance that we will be able to obtain future debt financing on terms acceptable to us.
 
82
In addition, since our initial public offering in 2010, we have completed several equity offerings, including follow-on public equity offerings of our common stock as well as our Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. The Company completed the full redemption of all of its 4,574,100 outstanding shares of Series E Preferred Stock on July 15, 2024. As of February 24, 2026, we had available $500 million under a Form F-3 shelf registration statement for future issuances of securities in the public market.
 
On March 16, 2023, we announced our investment in a leasing business. In connection with the investment, we have agreed to invest up to $247.8 million in the new line of business as provided for in the Amended and Restated Neptune Shareholders’ Agreement. As of February 24, 2026, we have invested an aggregate of $182.2 million. See “Item 4. Information on the Company—A. History and Development of the Company”.
 
As of December 31, 2025, we had total cash liquidity of $570.3 million, consisting of cash, cash equivalents and restricted cash.
 
As of February 24, 2026, we had three series of Listed Preferred Stock outstanding, approximately $49.3 million aggregate liquidation preference of the Series B Preferred Stock, approximately $99.3 million aggregate liquidation preference of the Series C Preferred Stock and approximately $99.7 million aggregate liquidation preference of the Series D Preferred Stock. The Series B Preferred Stock carry an annual dividend rate of 7.625% per $25.00 of liquidation preference per share and are redeemable by us at any time. The Series C Preferred Stock carry an annual dividend rate of 8.50% per $25.00 of liquidation preference per share and are redeemable by us at any time. The Series D Preferred Stock carry an annual dividend rate of 8.75% per $25.00 of liquidation preference per share and are redeemable by us at any time. The Series F Preferred Stock is not listed, does not have any dividend or distribution rights and is redeemable by us (subject to the approval of the independent members of the board of directors) at any time for nominal consideration. The Company completed the full redemption of all of its 4,574,100 outstanding shares of Series E Preferred Stock on July 15, 2024. The Company funded the redemption with cash on hand.
 
As of December 31, 2025, we had an aggregate of $1.5 billion of indebtedness outstanding under various credit agreements and other financing arrangements.
 
As of February 24, 2026, we had nine unencumbered vessels in the water.
 
Our common stock dividend policy and our Listed Preferred Stock dividend obligations also impact our future liquidity needs. For more information regarding our dividend payments, please see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information”.
 
On July 6, 2016, we implemented the Dividend Reinvestment Plan and registered 30 million shares for issuance under the Dividend Reinvestment Plan. The Dividend Reinvestment Plan offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock. Participation in the Dividend Reinvestment Plan is optional, and shareholders who decide not to participate in the Dividend Reinvestment Plan will continue to receive cash dividends, as declared and paid in the usual manner. On February 6, 2025, May 6, 2025, August 6, 2025, November 6, 2025 and February 5, 2026, we issued 7,056 shares, 8,635 shares, 8,470 shares, 6,935 shares and 4,830 shares, respectively, pursuant to the Dividend Reinvestment Plan.
 
On November 30, 2021, the board of directors approved a share repurchase program authorizing total repurchases of us to a maximum of $150 million of our common shares and up to $150 million of our preferred shares. Shares may be purchased from time to time in open market or privately negotiated transactions, or other financial arrangements at times and prices that are considered to be appropriate by the Company. The program may be suspended or discontinued at any time. During the years ended December 31, 2025 and 2024, the Company did not acquire any common shares.
 
Working Capital Position
 
We have historically financed our capital requirements with cash flow from operations, equity contributions from shareholders and long-term financing in the form of bank debt, unsecured bond loans or sale and leaseback transactions. Our main uses of funds have been capital expenditures for the acquisition of new vessels, for fleet renewal or expansion, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, repayments of bank loans and payments of dividends. We will require capital to fund ongoing operations, the construction of our new vessels, the acquisition cost of any secondhand vessels we agree to acquire in the future and debt service. Working capital of continuing operations, which is current assets minus current liabilities, including the current portion of long-term debt, was positive $292.1 million at December 31, 2025 and positive $391.7 million at December 31, 2024.
 
83
We anticipate that internally generated cash flow will be sufficient to fund the operations of our fleet, including our working capital requirements. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.
 
Cash Flows from Continuing Operations
 
Following the completion of the Spin-Off on May 6, 2025, the cash flows of the dry bulk business (consisting of Costamare’s dry bulk owned fleet and CBI) are reported as discontinued operations for the relevant periods presented. The discussion below focuses on the cash flows from continuing operations.
 
   
Year ended December 31,
  
   
2024
    
2025
  
   
(Expressed in millions of
U.S. dollars)
  
Condensed cash flows
            
Net Cash Provided by Operating Activities
  
$
586.9
    
$
536.9
  
Net Cash Used in Investing Activities
  
$
(32.8
)
  
$
(179.0
)
Net Cash Used in Financing Activities
  
$
(613.9
)
  
$
(507.6
)

Years ended December 31, 2024 and 2025
 
Net Cash Provided by Operating Activities
 
Net cash flows provided by operating activities for the year ended December 31, 2025 decreased by $50.0 million to $536.9 million, from $586.9 million for the year ended December 31, 2024. The decrease is mainly attributable to the decreased net cash from operations during the year ended December 31, 2025 compared to the year ended December 31, 2024, the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) and the increased special survey costs during the year ended December 31, 2025 compared to the year ended December 31, 2024; partly offset by the decrease in interest payments (including interest derivatives net receipts) during the year ended December 31, 2025 compared to the year ended December 31, 2024.
 
Net Cash Used in Investing Activities
 
Net cash used in investing activities was $179.0 million in the year ended December 31, 2025, which mainly consisted of (i) advance payments for the construction of six newbuild container vessels, (ii) the payment for the acquisition of the secondhand container vessel Maersk Puelo, (iii) payments for upgrades for certain of our container vessels and (iv) payments for net investments into which NML entered.
 
Net cash used in investing activities was $32.8 million in the year ended December 31, 2024, which mainly consisted of (i) payments for upgrades for certain of our container vessels and (ii) payments for net investments into which NML entered.
 
84
Net Cash Used in Financing Activities
 
Net cash used in financing activities was $507.6 million in the year ended December 31, 2025, which mainly consisted of (i) $331.4 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $507.2 million we received from seven debt financing agreements), (ii) $100.0 million transferred in connection with the Spin-Off, (iii) $55.0 million we paid for dividends to holders of our common stock for the fourth quarter of 2024, the first quarter of 2025, the second quarter of 2025 and the third quarter of 2025 and (iv) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.4 million we paid for dividends to holders of our Series C Preferred Stock and $8.7 million we paid for dividends to holders of our Series D Preferred Stock for the periods from October 15, 2024 to January 14, 2025, January 15, 2025 to April 14, 2025, April 15, 2025 to July 14, 2025 and July 15, 2025 to October 14, 2025.
 
Net cash used in financing activities was $613.9 million in the year ended December 31, 2024, which mainly consisted of (i) $319.5 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $135.0 million we received from 12 debt financing agreements), (ii) $116.0 million we paid, in aggregate, for the full redemption of our 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (“Series E Preferred Stock”), (iii) $105.0 million we paid, for the full prepayment of our unsecured bond loan, (iv) $43.6 million we paid for dividends to holders of our common stock for the fourth quarter of 2023, the first quarter of 2024, the second quarter of 2024 and the third quarter of 2024 and (v) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock for the periods from October 15, 2023 to January 14, 2024, January 15, 2024 to April 14, 2024, April 15, 2024 to July 14, 2024 and July 15, 2024 to October 14, 2024 and $5.1 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2023 to January 14, 2024 and January 15, 2024 to April 14, 2024.
 
Years ended December 31, 2023 and 2024
 
   
Year ended December 31,
  
   
2023
    
2024
  
   
(Expressed in millions of
U.S. dollars)
  
Condensed cash flows
            
Net Cash Provided by Operating Activities
  
$
523.6
    
$
586.9
  
Net Cash Used in Investing Activities
  
$
(11.3
)
  
$
(32.8
)
Net Cash Used in Financing Activities
  
$
(425.4
)
  
$
(613.9
)

Net Cash Provided by Operating Activities
 
Net cash flows provided by operating activities for the year ended December 31, 2024, increased by $63.3 million to $586.9 million, from $523.6 million for the year ended December 31, 2023. The increase is mainly attributable to the increased cash from operations during the year ended December 31, 2024 compared to the year ended December 31, 2023, to the favorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis), to the decrease in interest payments (including interest derivatives net receipts) during the year ended December 31, 2024 compared to the year ended December 31, 2023 and to the decreased dry-docking and special survey costs during the year ended December 31, 2024 compared to the year ended December 31, 2023.
 
Net Cash Used in Investing Activities
 
Net cash used in investing activities was $32.8 million in the year ended December 31, 2024, which mainly consisted of (i) payments for upgrades for certain of our containerships and (ii) net payments for investments into which NML entered.
 
Net cash used in investing activities was $11.3 million in the year ended December 31, 2023, which mainly consisted of payments for the purchase of short-term investments in US Treasury Bills, payments for upgrades for certain of our containerships and net payments for investments which NML entered into; partly off-set by proceeds we received from (i) the sale of the container vessels Sealand Washington, Maersk Kalamata and Oakland and (ii) the maturity of our short-term investments in US Treasury Bills.
 
85
Net Cash Used in Financing Activities
 
Net cash used in financing activities was $613.9 million in the year ended December 31, 2024, which mainly consisted of (i) $319.5 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $135.0 million we received from 12 debt financing agreements), (ii) $116.0 million we paid, in aggregate, for the full redemption of our Series E Preferred Stock, (iii) $105.0 million we paid, for the full prepayment of our unsecured bond loan, (iv) $43.6 million we paid for dividends to holders of our common stock for the fourth quarter of 2023, the first quarter of 2024, the second quarter of 2024 and the third quarter of 2024 and (v) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock for the periods from October 15, 2023 to January 14, 2024, January 15, 2024 to April 14, 2024, April 15, 2024 to July 14, 2024 and July 15, 2024 to October 14, 2024 and $5.1 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2023 to January 14, 2024 and January 15, 2024 to April 14, 2024.
 
Net cash used in financing activities was $425.4 million in the year ended December 31, 2023, which mainly consisted of (i) $287.3 million net payments relating to our debt financing agreements and finance lease liability agreement (including proceeds of $471.0 million we received from five debt financing agreements), (ii) $60.0 million we paid for the repurchase of 6.3 million of our common shares, (iii) $39.1 million we paid for dividends to holders of our common stock for the fourth quarter of 2022, the first quarter of 2023, the second quarter of 2023 and the third quarter of 2023 and (iv) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock and $10.2 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2022 to January 14, 2023, January 15, 2023 to April 14, 2023, April 15, 2023 to July 14, 2023 and July 15, 2023 to October 14, 2023.
 
Credit Facilities and Other Financing Arrangements
 
We operate in a capital-intensive industry, which requires significant amounts of investment, and we fund a portion of this investment through long-term debt, mainly from banks or other financial institutions. We have entered into a number of credit facilities and other financing arrangements in order to finance the acquisition of the vessels owned by our subsidiaries and for general corporate purposes. We act either as direct borrower or as guarantor and certain of our subsidiaries act respectively as guarantors or as borrowers. The obligations under our credit facilities and other financing arrangements are secured by, among other things, first priority mortgages over the vessels owned by the respective subsidiaries, charter assignments, first priority assignments of all insurances and earnings of the mortgaged vessels and guarantees by Costamare Inc. or the companies owning the financed vessels.
 
As of December 31, 2025, the interest rate on all of our existing credit facilities and other financing arrangements is either a fixed rate or based on SOFR floating rates.
 
As of December 31, 2025, our existing credit facilities and other financing arrangements have an aggregate outstanding balance of $1.5 billion. For more information on our Credit Facilities and Other Financing Arrangements, please see Notes 10 and 11 to our consolidated financial statements included elsewhere in this annual report.
 
The following table summarizes certain terms of our existing drawn credit facilities and other financing arrangements discussed below as at December 31, 2025:

86
Borrowers under Our Credit
Facilities and Other Financing
Arrangements
  
Outstanding
Principal Amount
  
Interest Rate(1)
  
Maturity
  
Repayment profile
   
(Expressed in
thousands of U.S.
dollars)
              
Bank Debt
                   
                 
Quentin Shipping Co. and Sander Shipping Co.
  
53,875
  
SOFR + Margin(2)
  
2030
  
Straight-line amortization with balloon
Reddick Shipping Co. and Verandi Shipping Co.
  
9,000
  
SOFR + Margin(2)
  
2027
  
Variable amortization
Ainsley Maritime Co. and Ambrose Maritime Co.
  
99,107
  
SOFR + Margin(2)
  
2031
  
Straight-line amortization with balloon
Hyde Maritime Co. and Skerrett Maritime Co.
  
93,288
  
Fixed Rate / SOFR + Margin(2)
  
2029
  
Straight-line amortization with balloon
Kemp Maritime Co.
  
47,125
  
SOFR + Margin(2)
  
2029
  
Straight-line amortization with balloon
Achilleas Maritime Corp. et al.
  
18,414
  
SOFR + Margin(2)
  
2026-2027
  
Variable amortization with balloon
Costamare Inc.
  
20,750
  
SOFR + Margin(2)
  
2026
  
Straight-line amortization with balloon
Bastian et al.
  
146,400
  
SOFR + Margin(2)
  
2029
  
Straight-line amortization with balloon
Benedict et al.
  
212,667
  
SOFR + Margin(2)
  
2027
  
Straight-line amortization with balloon
Kalamata Shipping Corporation et al.
  
44,000
  
SOFR + Margin(2)
  
2029
  
Straight-line amortization with balloon
Capetanissa Maritime Corp. et al.
  
15,417
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon
Sykes Maritime Co.
  
22,323
  
SOFR + Margin(2)
  
2030
  
Straight-line amortization with balloon
Beardmore Maritime Co. et al.
  
120,000
  
SOFR + Margin(2)
  
2030
  
Straight-line amortization with balloon
Bertrand Maritime Co. et al.
  
241,571
  
SOFR + Margin(2)
  
2030
  
Straight-line amortization with balloon
NML Loan 2
  
20,250
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon

87
Borrowers under Our Credit
Facilities and Other Financing
Arrangements
  
 
Outstanding
Principal Amount
  


 Interest Rate(1)
  
 

Maturity
       Repayment profile
NML Loan 3
  
7,150
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon
NML Loan 4
  
9,648
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon
NML Loan 5
  
3,952
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon
NML Loan 6
  
4,574
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon
NML Loan 7
  
8,531
  
SOFR + Margin(2)
  
2029
  
Straight-line amortization with balloon
NML Loan 8
  
9,792
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon
NML Loan 9
  
8,934
  
SOFR + Margin(2)
  
2028
  
Variable amortization with balloon
NML Loan 12
  
5,030
  
SOFR + Margin(2)
  
2029
  
Straight-line amortization with balloon
NML Loan 14
  
3,545
  
SOFR + Margin(2)
  
2028
  
Straight-line amortization with balloon
NML Loan 15
  
4,617
  
SOFR + Margin(2)
  
2029
  
Straight-line amortization with balloon
NML Loan 16
  
10,917
  
SOFR + Margin(2)
  
2029
  
Variable amortization with balloon
NML Loan 18
  
78,041
  
SOFR + Margin(2)
  
2030
  
Variable amortization with balloon
NML Loan 19
  
10,429
  
SOFR + Margin(2)
  
2030
  
Straight-line amortization with balloon
                 
Other Financing Arrangements
                   
Firmino et al. Financing arrangements
  
193,632
  
Fixed Rate
  
2030-2031
  
Bareboat structure-fixed daily charter with balloon


(1)
The interest rates of long-term bank debt at December 31, 2025 ranged from 2.99% to 5.88%, and the weighted average interest rate as at December 31, 2025 was 4.81%. Such calculations have accounted for fixed rate long-term bank debt and interest rate swaps/caps.
(2)
The interest rate margin of long-term bank debt at December 31, 2025 ranged from 1.30% to 2.15%, and the weighted average interest rate margin as at December 31, 2025 was 1.63%.
 
88
Covenants and Events of Default
 
The credit facilities impose certain operating and financial restrictions on us. These restrictions in our existing credit facilities generally limit Costamare Inc. and/or our subsidiaries’ ability to, among other things:
 

 •
pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends;
 

 •
purchase or otherwise acquire for value any shares of the subsidiaries’ capital;
 

 •
make loans or assume financial obligations which are not subordinated to the respective credit facilities;
 

 •
make investments in other persons;
 

 •
sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person other than as per the provisions of the respective credit facilities;
 

 •
create liens on assets; or
 

 •
allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued share capital.
 
Our existing drawn credit facilities also require Costamare Inc. and certain of our subsidiaries to maintain at all times the aggregate of (a) the market value of the mortgaged vessel or vessels and (b) the market value of any additional security provided to the lenders, above a percentage ranging between 110% to 140% of the then-outstanding amount of the credit facility and any related swap exposure.
 
Costamare Inc. is required to maintain compliance with the following financial covenants to maintain minimum liquidity, minimum market value adjusted net worth, interest coverage and leverage ratios, as defined.
 

 •
the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after deducting all cash and cash equivalents) may not exceed 0.75:1;
 

 •
the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1, however such covenant should not be considered breached unless the Company’s liquidity is less than 5% of the total debt;
 

 •
the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the total debt; and
 

 •
the market value adjusted net worth must at all times exceed $500 million.
 
Our credit facilities contain customary events of default, including nonpayment of principal or interest, breach of covenants or material inaccuracy of representations, default under other indebtedness in excess of a threshold and bankruptcy.
 
The Company is not in default under any of its credit facilities.
 
Capital Expenditures
 
As of December 31, 2025, we had outstanding equity commitments of (i) $237.2 million in relation to the six newbuild vessels under construction; (ii) $266.5 million in relation to acquisition of eight vessels through NML from a joint venture, as guarantor, and related entities, as sellers, under sale and leaseback transactions, subject to final documentation, under which the vessels will be chartered back to the sellers under bareboat charter agreements (our chairman and chief executive officer Konstantinos Konstantakopoulos and a member of his family indirectly hold an equity interest of approximately 17% each in the joint venture); and (iii) $37.7 million in relation to the acquisition of four vessels through NML under sale and leaseback transactions, subject to final documentation, under which the vessels will be chartered back to the sellers under bareboat charter agreements.
 
89
As of February 24, 2026, we had outstanding equity commitments of (i) $217.4 million in relation to the 10 newbuild vessels under construction, having accounted for $0.2 billion in pre- and post- delivery financing for six of the newbuild vessels. We are currently in negotiations for the financing of the other four newbuild vessels; (ii) $266.5 million in relation to acquisition of eight vessels through NML from a joint venture, as guarantor, and related entities, as sellers, under sale and leaseback transactions, subject to final documentation, under which the vessels will be chartered back to the sellers under bareboat charter agreements (our chairman and chief executive officer Konstantinos Konstantakopoulos and a member of his family indirectly hold an equity interest of approximately 17% each in the joint venture); and (iii) $29.4 million in relation to the acquisition of three vessels through NML under sale and leaseback transactions, subject to final documentation, under which the vessels will be chartered back to the sellers under bareboat charter agreements.
 
Quantitative and Qualitative Disclosures about Market Risk
 
Interest Rate Risk
 
The shipping industry is a capital intensive industry, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our debt usually contains interest rates that fluctuate with the financial markets. Increasing interest rates could adversely impact future earnings.
 
Our interest expense is affected by changes in the general level of interest rates, primarily SOFR based rates. As an indication of the extent of our sensitivity to interest rate changes, an increase of 100 basis points in the reference rates would have decreased our net income and cash flows (from continuing operations) during the year ended December 31, 2025 by approximately $3.7 million based upon our debt level during 2025.
 
For more information on our interest rate risk see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—A. Quantitative Information About Market Risk—Interest Rate Risk”.
 
Interest Rate and interest rate caps
 
We have entered into interest rate swap agreements converting floating interest rate exposure into fixed interest rates in order to economically hedge our exposure to fluctuations in prevailing market interest rates. Furthermore, we have entered into a series of interest rate cap agreements to limit the maximum interest rate on the variable-rate debt of certain of our loans and to limit our exposure to interest rate variability when three-month SOFR exceeds a certain threshold. For more information on our interest rate swap and interest rate cap agreements, refer to Notes 2, 19, 20 and 21 to our consolidated financial statements included elsewhere in this annual report.
 
Foreign Currency Exchange Risk
 
We generate all of our revenue in U.S. dollars, but a substantial portion of our vessel operating expenses, primarily crew wages, are in currencies other than U.S. dollars (mainly in Euro), and any gain or loss we incur as a result of the U.S. dollar fluctuating in value against those currencies is included in vessel operating expenses. As of December 31, 2025, approximately 40% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar (mainly in Euro). We hold cash and cash equivalents mainly in U.S. dollars.
 
As of December 31, 2025, we were engaged in 12 Euro/U.S. dollar contracts totaling $14.1 million at an average forward rate of Euro/U.S. dollar 1.1749, expiring in monthly intervals up to December 2026. Furthermore, the Company entered into 12 Euro/U.S. dollar currency hedges totaling $21,150 at an average call rate of Euro/U.S. dollar 1.1750, expiring in monthly intervals up to December 2026.
 
As of December 31, 2024, we were engaged in 12 Euro/U.S. dollar contracts totaling $39.6 million at an average forward rate of Euro/U.S. dollar 1.0837, expiring in monthly intervals up to December 2025.
 
90
As of December 31, 2023, we were engaged in 24 Euro/U.S. dollar contracts totaling $78.6 million at an average forward rate of Euro/U.S. dollar 1.0730, expiring in monthly intervals up to December 2025.
 
We recognize these financial instruments on our balance sheet at their fair value. These foreign currency forward contracts do not qualify as hedging instruments, and thus we recognize changes in their fair value in our earnings.
 
C.          Research and Development, Patents and Licenses, etc.
 
 We incur from time to time expenditures relating to inspections for acquiring new vessels. Such expenditures are insignificant and are expensed as they are incurred.
 
D.          Trend Information
 
Total seaborne container trade demand increased by 4.5% in 2025, compared to an increase of 6.2% in 2024. The primary reasons for this increase included strong volumes on Far East–Europe and emerging market trade lanes, including South America and the Middle East, despite weaker U.S.-bound volumes. In addition, TEU-mile demand increased by approximately 4.7%, mainly due to container vessels rerouting around southern Africa to avoid the Suez Canal. As of January 2026, Clarksons Research estimates seaborne container trade demand in 2026 to increase by 2.5% compared to 2025.
 
Total containership supply grew at around 6.7% in 2025 and demolition activity remained at low levels.
 
According to Clarksons Research, idle containership fleet represented 1.9% of the total fleet at the end of 2025. Containership ordering in 2025 increased to 4.8 million TEU resulting in the orderbook of containership vessels being around 34% of the total fleet at the end of 2025; 65.5% of the orderbook consisted of vessels larger than 12,000 TEU. If the containership demand does not improve in the following years, there may be negative pressure on charter rates across the industry.
 
E.          Critical Accounting Estimates
 
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We describe below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a description of all our significant accounting policies, see Note 2 to our consolidated financial statements included elsewhere in this annual report.
 
Vessel Impairment
 
The Company reviews its vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel might not be recoverable. The Company considers information, such as vessel sales and purchases, business plans and overall market conditions in order to determine if an impairment might exist.
 
As part of the identification of impairment indicators and Step 1 of impairment analysis, the Company computes estimates of the future undiscounted net operating cash flows for each vessel based on assumptions regarding time charter rates, vessels’ operating expenses, vessels’ capital expenditures, vessels’ residual value, fleet utilization and the estimated remaining useful life of each vessel.
 
91
The future undiscounted net operating cash flows are determined as the sum of (x) (i) the charter revenues from existing time charters for the fixed fleet days and (ii) an estimated daily time charter rate for the unfixed days (based on the most recent ten year historical average rates after eliminating outliers and without adjustment for any growth rate) over the remaining estimated life of the vessel, assuming an estimated fleet utilization rate, less (y) (i) expected outflows for vessels’ operating expenses assuming an expected increase in expenses of 2.5% over a five-year period, based on management’s estimates taking into consideration the Company’s historical data, (ii) planned dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for container shipping vessels are cyclical and subject to significant volatility based on factors beyond Company’s control. Therefore, the Company considers the most recent ten-year historical average, after eliminating outliers, to be a reasonable and fair estimation of expected future charter rates over the remaining useful life of the Company’s vessels. The Company defines outliers as index values provided by an independent, third-party maritime research services provider. The salvage value used in the impairment test is estimated at $0.300 per light weight ton in accordance with the container vessels’ depreciation policy.
 
The assumptions used to develop estimates of future undiscounted net operating cash flows are based on historical trends as well as future expectations. If those future undiscounted net operating cash flows are greater than a vessel’s carrying value, there are no impairment indications for such vessel. If those future undiscounted net operating cash flows are less than a vessel’s carrying value, the Company proceeds to Step 2 of the impairment analysis for such vessel.
 
In Step 2 of the impairment analysis, the Company determines the fair value of the vessels that failed Step 1 of the impairment analysis, based on management estimates and assumptions, making use of available market data and taking into consideration third-party valuations. Therefore, we have categorized the fair value of the vessels as Level 2 in the fair value hierarchy. The difference between the carrying value of the vessels that failed Step 1 of the impairment analysis and their fair value as calculated in Step 2 of the impairment analysis is recognized in the Company’s accounts as impairment loss.
 
The review of the carrying amounts in connection with the estimated recoverable amount of the Company’s vessels as of December 31, 2025 resulted that no impairment loss should be recorded. As of December 31, 2023 and 2024, our assessment concluded that no impairment loss should be recorded.
 
Charter rates are subject to change based on a variety of factors that we cannot control. If, as at December 31, 2024 and 2025, we were to utilize an estimated daily time charter equivalent for our vessels’ unfixed days based on the most recent five year, three year or one year historical average rates without adjusting for inflation (or another growth assumption), the impact would be the following:
 
   
December 31, 2024
    
December 31, 2025
  
   
No. of Container
Vessels (*)
    
Amount
($ US Million) (**)
    
No. of Container
Vessels (*)
    
Amount
($ US Million) (**)
  
5-year historical average rate
    
–
      
–
      
–
      
–
  
3-year historical average rate
    
–
      
–
      
–
      
–
  
1-year historical average rate
    
–
      
–
      
–
      
–
  


(*)
Number of container vessels the carrying value of which would not have been recovered.
(**)
Aggregate carrying value that would not have been recovered.
 
In addition to the two step impairment analysis, the Company also conducts a separate internal analysis. This analysis uses a discounted cash flow model utilizing inputs and assumptions based on market observations as of December 31, 2025 and suggests that none of our 69 vessels in the water may have current market values below their carrying values (one of our 68 vessels in the water as at December 31, 2024).
 
Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve or deteriorate by any significant degree. It is possible that charter rates may remain at depressed levels for some time which could adversely affect our revenue, profitability and future assessments of vessel impairment.
 
92
While the Company intends to continue to hold and operate its vessels, the following table presents information with respect to the carrying amount of the Company’s vessels and indicates whether their estimated market values based on our internal discounted cash flow analysis are below their carrying values as of December 31, 2025 and 2024. For the calculation of the estimated market values, the Company used third-party valuations and the following methodology. For vessels with charters expiring before December 31, 2026 (i.e. within 12 months after the date of the annual financial statements for the year ended December 31, 2025), the Company uses charter free third-party valuations as at December 31, 2025. For all other vessels, the Company uses: (A) third-party charter free valuations of each vessel at the earliest expiry date of the charter of each vessel (e.g., in determining the residual value of a 5-year old vessel with a time charter having its earliest expiry date five years after the date of the annual financial statements, the third-party valuation provides us with the charter free value of a 10-year old vessel with the same technical characteristics and specifications, which is representative of the residual value of the vessel at the earliest expiry date of its respective time charter) discounted to December 31, 2025 plus (B) the discounted future cash flow from the charter of each vessel until the earliest expiry date of that charter.
 
The carrying value of each of the Company’s vessels does not necessarily represent its fair value or the amount that could be obtained if the vessel were sold. The Company’s estimates of fair values (under our internal analysis) assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without recommendations of any kind. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that the Company could achieve if it were to sell any of the vessels. The Company would not record impairment for any of the vessels for which the estimated fair value is below its carrying value unless and until the Company either determines to sell the vessel for a loss or determines that the vessel’s carrying amount is not recoverable under Step 2 of the impairment analysis. For the vessels with estimated fair values lower than their carrying values, we believe that such differences will be recoverable throughout the useful lives of such vessels.
 
Containership Fleet
 
   
Vessel
  
Capacity
(TEU)
  
Built
  
Acquisition Date
  
Carrying Value
December 31,
2024 ($ US
Million)(1)
  
Carrying Value
December 31,
2025 ($ US
Million)(1)
1
  
Triton
  
14,424
  
2016
  
November 2018
  
96.6
  
92.5
2
  
Titan
  
14,424
  
2016
  
November 2018
  
97.2
  
93.1
3
  
Talos
  
14,424
  
2016
  
November 2018
  
97.5
  
93.4
4
  
Taurus
  
14,424
  
2016
  
November 2018
  
97.7
  
93.6
5
  
Theseus
  
14,424
  
2016
  
November 2018
  
98.1
  
93.8
6
  
YM Triumph
  
12,690
  
2020
  
July 2020
  
82.1
  
80.5
7
  
YM Truth
  
12,690
  
2020
  
August 2020
  
82.1
  
80.7
8
  
YM Totality
  
12,690
  
2020
  
September 2020
  
82.7
  
81.1
9
  
YM Target
  
12,690
  
2021
  
February 2021
  
83.6
  
81.1
10
  
YM Tiptop
  
12,690
  
2021
  
May 2021
  
84.9
  
82.2
11
  
Cape Akritas
  
11,010
  
2016
  
March 2021
  
70.7
  
67.8
12
  
Cape Tainaro
  
11,010
  
2017
  
March 2021
  
72.0
  
68.9
13
  
Cape Kortia
  
11,010
  
2017
  
March 2021
  
72.1
  
69.0
14
  
Cape Sounio
  
11,010
  
2017
  
March 2021
  
71.5
  
68.5
15
  
Cape Artemisio
  
11,010
  
2017
  
March 2021
  
70.4
  
67.5
16
  
Cosco Hellas
  
9,469
  
2006
  
July 2006
  
45.0
  
41.8
17
  
Shanghai (ex. Cosco Guangzhou)
  
9,469
  
2006
  
February 2006
  
43.6
  
40.5
18
  
Beijing
  
9,469
  
2006
  
June 2006
  
44.5
  
41.3
19
  
Yantian
  
9,469
  
2006
  
April 2006
  
44.3
  
41.1
20
  
Yantian I (ex. Zim Yantian)
  
9,469
  
2006
  
March 2006
  
43.8
  
40.7
21
  
MSC Azov
  
9,403
  
2014
  
January 2014
  
73.6
  
70.0
22
  
MSC Ajaccio
  
9,403
  
2014
  
March 2014
  
74.5
  
70.8
23
  
MSC Amalfi
  
9,403
  
2014
  
April 2014
  
75.4
  
71.6
24
  
MSC Athens
  
8,827
  
2013
  
March 2013
  
70.9
  
66.9
25
  
MSC Athos
  
8,827
  
2013
  
April 2013
  
70.3
  
66.5
26
  
Valor
  
8,827
  
2013
  
June 2013
  
65.2
  
63.6

93
   
 
Vessel
  
Capacity
(TEU)
 
Built
  
 
Acquisition Date
  
Carrying Value
December 31,
2024 ($ US
Million)(1)
  
Carrying Value
December 31,
2025 ($ US
Million)(1)
27
  
Value
  
8,827
  
2013
  
June 2013
  
65.3
  
63.8
28
  
Valiant
  
8,827
  
2013
  
August 2013
  
65.9
  
63.3
29
  
Valence
  
8,827
  
2013
  
September 2013
  
66.4
  
63.8
30
  
Vantage
  
8,827
  
2013
  
November 2013
  
66.5
  
63.9
31
  
Navarino **
  
8,531
  
2010
  
May 2010
  
68.8
  
67.4
32
  
Kleven
  
8,044
  
1996
  
September 2018
  
13.4
  
12.1
33
  
Kotka
  
8,044
  
1996
  
September 2018
  
12.9
  
11.7
34
  
Maersk Kowloon
  
7,471
  
2005
  
May 2017
  
12.9
  
16.6
35
  
Kure
  
7,403
  
1996
  
December 2007
  
12.7
  
11.9
36
  
Methoni
  
6,724
  
2003
  
October 2011
  
31.4
  
28.5
37
  
Porto Cheli
  
6,712
  
2001
  
June 2021
  
27.9
  
25.1
38
  
Tampa I
  
6,648
  
2000
  
June 2000
  
17.8
  
17.7
39
  
Zim America
  
6,644
  
2003
  
April 2003
  
25.8
  
23.5
40
  
Zim Vietnam
  
6,644
  
2003
  
January 2003
  
25.1
  
22.8
41
  
Maersk Puelo
  
6,541
  
2006
  
September 2025
  
-
  
56.1
42
  
Aries
  
6,492
  
2004
  
February 2021
  
11.2
  
10.7
43
  
Argus
  
6,492
  
2004
  
March 2021
  
11.0
  
10.4
44
  
Porto Germeno
  
5,570
  
2002
  
June 2021
  
27.0
  
24.0
45
  
Glen Canyon
  
5,642
  
2006
  
March 2021
  
11.5
  
12.7
46
  
Porto Kagio
  
5,908
  
2002
  
June 2021
  
27.5
  
24.3
47
  
Leonidio
  
4,957
  
2014
  
May 2017
  
18.7
  
17.8
48
  
Kyparissia
  
4,957
  
2014
  
May 2017
  
18.4
  
17.6
49
  
Megalopolis
  
4,957
  
2013
  
July 2018
  
21.0
  
20.1
50
  
Marathopolis
  
4,957
  
2013
  
July 2018
  
21.7
  
20.7
51
  
Gialova
  
4,578
  
2009
  
August 2021
  
18.8
  
17.7
52
  
Dyros
  
4,578
  
2008
  
January 2022
  
17.5
  
16.6
53
  
Norfolk
  
4,259
  
2009
  
May 2021
  
24.6
  
23.1
54
  
Vulpecula
  
4,258
  
2010
  
December 2019
  
10.7
  
6.0
55
  
Volans
  
4,258
  
2010
  
December 2019
  
9.9
  
11.3
56
  
Virgo
  
4,258
  
2009
  
January 2020
  
13.1
  
12.0
57
  
Vela
  
4,258
  
2009
  
December 2019
  
8.9
  
4.1
58
  
Androusa
  
4,256
  
2010
  
April 2021
  
18.6
  
19.0
59
  
Neokastro
  
4,178
  
2011
  
December 2020
  
9.4
  
9.0
60
  
Ulsan
  
4,132
  
2002
  
February 2012
  
16.5
  
14.7
61
  
Polar Brasil
  
3,800
  
2018
  
June 2023
  
37.8
  
36.4
62
  
Lakonia
  
2,586
  
2004
  
December 2014
  
8.5
  
8.5
63
  
Scorpius
  
2,572
  
2007
  
September 2020
  
5.5
  
4.9
64
  
Etoile
  
2,556
  
2005
  
November 2017
  
7.9
  
9.5
65
  
Areopolis
  
2,474
  
2000
  
May 2014
  
5.2
  
6.0
66
  
Arkadia
  
1,550
  
2001
  
December 2023
  
4.7
  
4.3
67
  
Michigan
  
1,300
  
2008
  
April 2018
  
6.6
  
6.0
68
  
Trader
  
1,300
  
2008
  
April 2018
  
6.4
  
5.9
69
  
Luebeck
  
1,078
  
2001
  
August 2012
  
3.5
  
4.7
               
TOTAL
  
2,825.2
  
2,754.7


(1)
For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2024 and 2025.
*
We believe that as of December 31, 2025 all our container vessels had fair values that exceeded their carrying values.
**
Indicates container vessel which we believe, as of December 31, 2024, may have had fair value below its carrying value. As of December 31, 2024, we believe that the carrying value of this vessel was $3.3 million more than its market value.
 
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Vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels.
 
Vessel Lives and Depreciation
 
We depreciate our vessels based on a straight-line basis over the estimated economic lives assigned to each vessel, which is currently 30 years from the date of their initial delivery from the shipyard, which we believe is within industry standards and represents the most reasonable useful life for each of our vessels. Depreciation is based on the cost of the vessel less its estimated residual value which is equal to the product of vessels’ lightweight tonnage and estimated scrap rate ($300 per lightweight ton). Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful lives. A decrease in the residual value of the Company’s vessels or a decrease in the estimated economic lives assigned to the Company’s vessels due to unforeseen events (such as an extended period of weak markets, the broad imposition of age restrictions by the Company’s customers, new regulations, or other future events) which could result in a reduction of the estimated useful lives of any affected vessels may lead to higher depreciation charges and/or impairment losses in future periods for the affected vessels. We examine the prospect and the timing of each vessel sale for demolition opportunistically and on a case by case basis. The decision to sell a specific vessel for demolition depends on the prospects of the vessel to secure employment, the estimated cost of maintaining the vessel, the available financing and the price of scrap.
 
Revenue Recognition
 
Revenues are primarily generated from time charter agreements.
 
Time charter agreements contain a lease as they meet the criteria of a lease under ASC 842. Time charter agreements contain a minimum non-cancellable period and an extension period at the option of the charterer. Each lease term is assessed at the inception of that lease. Time charter revenues are recognized over the term of the charter as service is provided, when they become fixed and determinable. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. Unearned revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met, including any unearned revenue resulting from charter agreements providing for varying annual rates, which are accounted for on a straight-line basis. Unearned revenue also includes the unamortized balance of the liability associated with the acquisition of secondhand vessels with time charters attached that were acquired at values below fair market value at the date the acquisition agreement is consummated.
 
Recent Accounting Pronouncements
 
See Note 2 to our consolidated financial statements included elsewhere in this annual report.
 
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A.          Directors and Senior Management
 
The following table sets forth information regarding our directors and executive officers. The business address of each of our executive officers and directors listed below is 7 rue du Gabian, MC 98000 Monaco. Our telephone number at that address is +377 93 25 09 40. Our board of directors will be elected annually on a staggered basis, and each elected director will hold office for a three-year term. The following directors have been determined by our board of directors to be independent under the standards of the NYSE and the rules and regulations of the SEC: Vagn Lehd Møller and Charlotte Stratos. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected and qualified.
 
95
Name
  
Age
Position
Konstantinos Konstantakopoulos
  
56
  
Chief Executive Officer, Chairman of the Board and Class III Director
Gregory Zikos
  
57
  
Chief Financial Officer and Class II Director
Vagn Lehd Møller
  
79
  
Class II Director
Charlotte Stratos
  
71
  
Class III Director
Konstantinos Zacharatos
  
53
  
Class I Director
Anastassios Gabrielides
  
61
  
General Counsel and Secretary

The term of our Class I director expires in 2026, the term of our Class II directors expires in 2027 and the term of our Class III directors expires in 2028.
 
Konstantinos Konstantakopoulos is our Chief Executive Officer and Chairman of our board of directors. Mr. Konstantakopoulos also serves as President, Chief Executive Officer and a director of Costamare Shipping, our manager, which he wholly owns. He also controls, together with a member of his family, Costamare Services, a service provider to our vessel-owning subsidiaries. Mr. Konstantakopoulos owns 50% of Blue Net and Blue Net Asia which provide chartering brokerage services to our as well as to third-party vessels. Mr. Konstantakopoulos has served on the board of directors of the Union of Greek Shipowners since 2006. Mr. Konstantakopoulos studied engineering at Université Paul Sabatier in France.
 
Gregory Zikos is our Chief Financial Officer and a member of our board of directors. He also serves as chief executive officer and a member of the board of directors of Costamare Bulkers. Prior to joining us in 2007, Mr. Zikos was employed at DryShips, Inc., a public shipping company, as the Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Zikos was employed with J&P Avax S.A., a real estate investment and construction company, where he was responsible for project and structured finance debt transactions. From 2000 to 2004, Mr. Zikos was employed at Citigroup (London), global corporate and investment banking group, where he was involved in numerous European leveraged and acquisition debt financing transactions. Mr. Zikos practiced law from 1994 to 1998, during which time he advised financial institutions and shipping companies in debt and acquisition transactions. Mr. Zikos holds an M.B.A. in finance from Cornell University, an LL.M. from the University of London King’s College, and a bachelor of laws, with merits, from the University of Athens.
 
Vagn Lehd Møller is a member of our board of directors. From 1963 to 2007, Mr. Møller worked with A.P. Møller-Maersk A/S where he eventually served as Executive Vice President and Chief Operations Officer of the world’s largest liner company, Maersk Line. Mr. Møller was instrumental in the purchase and integration of Sea-land Services by A.P. Møller-Maersk A/S in 2000 and of P&O Nedlloyd in 2005. Mr. Møller served as a member of the board of directors (2011-2015) and chairman (2012-2015) of Scan Global Logistics A/S, a Danish based internal logistics company. He served as member of the board of directors and chairman of ZITON A/S (2012-2021) and Jack-up InvestCo 2 A/S (2012-2021) and as a member of the board of directors of Jack-up InvestCo 3 Plc. (2012-2021), all being companies investing in jack-up vessels chartered to off-shore windmill companies. Mr. Møller has also served as chairman of the board of Navadan A/S (2011-2023), a Danish company supplying tank cleaning systems, and as chairman of the board of The Survey Association A/S (2015-2024), a Danish based marine surveyor company.
 
Charlotte Stratos is a member of our board of directors. From 2008 to 2020, Ms. Stratos served as a Senior Advisor to Morgan Stanley’s Investment Banking Division-Global Transportation team. From 1987 to 2007, she served as Managing Director and Head of Global Greek Shipping for Calyon Corporate and Investment Bank of the Credit Agricole Group. From 1976 to 1987, Ms. Stratos served in various positions with Bankers Trust Company, as Vice President to the Shipping Department involved exclusively with ship finance to Greek shipping companies, based in New York, London and Piraeus. From 2007 to 2016, she was an independent director of Hellenic Carriers Ltd. a shipping company listed on London’s AIM. From 2006 to 2008, she served at the board of Emporiki Bank. Ms. Stratos is currently an independent director of Okeanis Eco Tankers Corp., a tanker company listed on the NYSE and on the Oslo Stock Exchange.
 
Konstantinos Zacharatos is a member of our board of directors. Mr. Zacharatos served as our General Counsel and Secretary until April 2013. Mr. Zacharatos has also served as the Vice Chairman of Shanghai Costamare since its incorporation in 2005. Mr. Zacharatos joined Costamare Shipping in 2000, became a member of the board of directors of Costamare Shipping in June 2010 and has also been responsible for the legal affairs of Costamare Shipping, Costamare Services, CIEL and C-Man Maritime. Mr. Zacharatos has previously been the legal adviser of Costaterra S.A., a Greek property company. Mr. Zacharatos holds an LL.M. and an LL.B. from the London School of Economics and Political Science.
 
96
Anastassios Gabrielides is our General Counsel and Secretary. He also serves as the General Counsel and Secretary of Costamare Bulkers. Mr. Gabrielides has served as a director and secretary of Costamare Services since May 2013. From 2004 to 2011, Mr. Gabrielides served at the Hellenic Capital Markets Commission, the Greek securities regulator, first as Vice Chairman (2004 to 2009) and then as Chairman (2009 to 2011). Mr. Gabrielides also worked for the Alexander S. Onassis Foundation from 1991 to 1999 in various posts and was a member of the Executive Committee. Mr. Gabrielides has been a member of the board of supervisors of the European Securities and Markets Authority and has been a member of the Greek Financial Intelligence Unit. Mr. Gabrielides holds LL.M. degrees from Harvard Law School and the London School of Economics, a law degree from Athens University Law School, and a B.A. in economics from the American College of Greece, Deree College.
 
B.          Compensation of Directors and Senior Management
 
Our independent non-executive directors receive annual fees in the amount of $80,000, plus reimbursement for their out-of-pocket expenses. Our non-independent directors do not receive compensation for their service as directors. We do not have any service contracts with our non-executive directors that provide for benefits upon termination of their services.
 
We have three shore-based officers, our chairman and chief executive officer, our chief financial officer and our general counsel and secretary. We do not pay any compensation to our officers for their services as officers. Our officers are employed and are compensated for their services by Costamare Shipping and/or Costamare Services.
 
C.          Board Practices
 
We have five members on our board of directors. The board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the shareholders to elect the entire class of directors to be elected at any election of directors or for any other reason, may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors.
 
We are a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants, as well as different financial reporting requirements. Under the NYSE rules, a “foreign private issuer” is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home country practice in lieu of the listing requirements of the NYSE. As permitted by such exemption, as well as by our bylaws and the laws of the Marshall Islands, we currently have a board of directors with a majority of non-independent directors and a combined corporate governance, nominating and compensation committee with one non-independent director serving as a committee member. As a result, non-independent directors, including members of our management who also serve on our board of directors, may, among other things, fix the compensation of our management, make stock and option awards and resolve governance issues regarding our company. In addition, we currently have an audit committee composed solely of two independent committee members, whereas a domestic public company would be required to have three such independent members. Accordingly, in the future you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.
 
97
Corporate Governance
 
The board of directors and our Company’s management engage in an ongoing review of our corporate governance practices in order to oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC.
 
We have adopted a number of key documents that are the foundation of the Company’s corporate governance, including:
 

 •
a Code of Business Conduct and Ethics for all officers and employees, which incorporates a Code of Ethics for directors and a Code of Conduct for corporate officers;
 

 •
a Corporate Governance, Nominating and Compensation Committee Charter; and
 

 •
an Audit Committee Charter.
 
These documents and other important information on our governance are posted on our website and may be viewed at http//www.costamare.com. The information contained on or connected to our website is not part of this annual report. We will also provide a paper copy of any of these documents upon the written request of a shareholder. Shareholders may direct their requests to the attention of our Secretary, Anastassios Gabrielides, 7 rue du Gabian, MC 98000 Monaco.
 
Committees of the Board of Directors
 
Audit Committee
 
Our audit committee consists of Vagn Lehd Møller and Charlotte Stratos. Ms. Stratos is the chairperson of the committee. The audit committee is responsible for:
 

 •
the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditors;
 

 •
assisting the board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements;
 

 •
annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, and any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm;
 

 •
discussing the annual audited financial and quarterly statements with management and the independent auditors;
 

 •
discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;
 

 •
discussing policies with respect to risk assessment and risk management;
 

 •
meeting separately, and periodically, with management, internal auditors and the independent auditors;
 

 •
reviewing with the independent auditors any audit problems or difficulties and management’s responses;
 

 •
setting clear hiring policies for employees or former employees of the independent auditors;
 
98

 •
annually reviewing the adequacy of the audit committee’s written charter, the scope of the annual internal audit plan and the results of internal audits;
 

 •
establishing procedures for the consideration of all related-party transactions, including matters involving potential conflicts of interest or potential usurpations of corporate opportunities;
 

 •
reporting regularly to the full board of directors; and
 

 •
handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time.
 
Corporate Governance, Nominating and Compensation Committee
 
Our corporate governance, nominating and compensation committee consists of Konstantinos Konstantakopoulos, Vagn Lehd Møller and Charlotte Stratos. Mr. Konstantakopoulos is the chairman of the committee. The corporate governance, nominating and compensation committee is responsible for:
 

 •
nominating candidates, consistent with criteria approved by the full board of directors, for the approval of the full board of directors to fill board vacancies as and when they arise, as well as putting in place plans for succession, in particular, of the chairman of the board of directors and executive officers;
 

 •
selecting, or recommending that the full board of directors select, the director nominees for the next annual meeting of shareholders;
 

 •
developing and recommending to the full board of directors corporate governance guidelines applicable to us and keeping such guidelines under review;
 

 •
overseeing the evaluation of the board and management; and
 

 •
handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee by the board of directors from time to time.
 
D.          Employees
 
For each of the years ended December 31, 2023, 2024 and 2025, we had three shore-based officers, our chairman and chief executive officer, our chief financial officer and our general counsel and secretary.
 
As of December 31, 2025, Costamare Shipping, Costamare Services and the Neptune Manager in aggregate employed approximately 220 shore-based employees (compared to 220 and 205 shore-based employees (with respect to our continuing operations) as of December 31, 2024 and December 31, 2023, respectively). Approximately 1,660 seafarers were serving on our vessels as of December 31, 2025 (compared to 1,630 and 1,630 seafarers (with respect to our continuing operations) as of December 31, 2024 and December 31, 2023, respectively). Our managers are responsible for recruiting, either directly or through manning agents, the officers and crew for our containerships that they manage. We believe the streamlining of crewing arrangements through our managers allows all of our vessels to be crewed with experienced crews that have the qualifications and licenses required by international regulations and shipping conventions. We have not experienced any material work stoppages due to labor disagreements during the past three years.
 
E.          Share Ownership
 
The common stock beneficially owned by our directors and executive officers and/or entities affiliated with these individuals is disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” below.
 
Equity Compensation Plans
 
We have not adopted any equity compensation plans.
 
99
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A.          Major Shareholders
 
The following table and the footnotes below set forth certain information regarding the beneficial ownership of our outstanding common stock and preferred stock as of February 24, 2026 held by:
 

 •
each person or entity that we know beneficially owns 5% or more of our common stock;
 

 •
each of our officers and directors; and
 

 •
all our directors and officers as a group.
 
Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person who has voting power or investment power with respect to securities is treated as a beneficial owner of those securities.
 
Beneficial ownership does not necessarily imply that the named person has the economic or other benefits of ownership. For purposes of this table, shares subject to options, warrants or rights or shares exercisable within 60 days of February 24, 2026 are considered as beneficially owned by the person holding those options, warrants or rights. Each shareholder is entitled to one vote for each common share held. The applicable percentage of ownership of each shareholder is based on 120,588,759 shares of common stock, 1,970,649 shares of Series B Preferred Stock, 3,973,135 Series C Preferred Stock, 3,986,542 Series D Preferred Stock and 1,200 shares of Series F Preferred Stock outstanding as of February 24, 2026. Information for certain holders is based on their latest filings with the SEC or information delivered to us. Except as noted below, the address of all shareholders, officers and directors identified in the table and the accompanying footnotes below is in care of our principal executive offices.
 
   
Shares of Common Stock
Beneficially Held
  
   
Number of
Shares
    
Percentage
  
Identity of Person or Group
            
Officers and Directors
            
Konstantinos Konstantakopoulos(1)
    
34,862,828
      
28.9
%
Gregory Zikos
    
*
          
Konstantinos Zacharatos(2)
    
*
          
Vagn Lehd Møller
    
*
          
Charlotte Stratos
    
—
          
Anastassios Gabrielides(3)
    
—
          
All officers and directors as a group (six persons)
    
34,979,913
      
29.0
%
5% Beneficial Owners
                
Achillefs Konstantakopoulos(4)
    
22,795,017
      
18.9
%
Christos Konstantakopoulos(5)
    
19,051,588
      
15.8
%
Dimensional Fund Advisors LP(6)
    
7,157,386
      
5.9
%


(1)
Konstantinos Konstantakopoulos, our chairman and chief executive officer, owns 13,973,469 shares of common stock directly and 20,889,359 shares of common stock indirectly through entities he controls. He also holds 12,800 shares of Series B Preferred Stock, 23,003 shares of Series C Preferred Stock and 50,000 shares of Series D Preferred Stock through an entity he controls and 1,200 shares of the high-vote, Series F Preferred Stock directly, or 0.6%, 0.6%, 1.3% and 100% of the issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series F Preferred Stock, respectively. He also held 5.7% of the issued and outstanding shares of Series E Preferred Stock as of July 15, 2024, when the Company completed the full redemption of all of its 4,574,100 outstanding shares of Series E Preferred Stock. Each share of Series F Preferred Stock entitles its holder to 50,000 votes. Accordingly, Mr. Konstantakopoulos effectively holds 52.5% of the voting power in the Company.
 
100
(2)
Konstantinos Zacharatos holds less than 1% of our issued and outstanding Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock.
(3)
Anastassios Gabrielides, our General Counsel and Secretary, holds less than 1% of our issued and outstanding Series D Preferred Stock.
(4)
Achillefs Konstantakopoulos, the brother of our chairman and chief executive officer, owns 18,365,585 shares of common stock directly and 3,649,432 shares of common stock indirectly through entities he controls and his immediate family owns 780,000 shares of common stock. He also holds 30,203 shares of Series B Preferred Stock, 80,390 shares of Series C Preferred Stock and 65,300 shares of Series D Preferred Stock through an entity he controls, or 1.5%, 2.0% and 1.6% of the issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, respectively. His immediate family also holds 31,350 shares of Series B Preferred Stock and 4,400 shares of Series C Preferred Stock, or 1.6% and 0.1% of the issued and outstanding shares of Series B Preferred Stock and Series C Preferred Stock, respectively.
(5)
Christos Konstantakopoulos, the brother of our chairman and chief executive officer, owns 19,051,588 shares of common stock directly.
(6)
Pursuant to Form 13F dated February 12, 2026.
*
Owns less than 1% of our issued and outstanding common stock.
 
In November 2010, we completed a registered public offering of our shares of common stock and our common stock began trading on the NYSE. Our major shareholders have the same voting rights as our other shareholders, other than as described below with respect to shares of Series F Preferred Stock. As of February 27, 2026, we had approximately 25,391 beneficial owners of our common stock.
 
Holders of our Listed Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Listed Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Listed Preferred Stock are in arrears or any senior stock. However, whenever dividends payable on the Listed Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Listed Preferred Stock (voting together as a class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors until such time as all accumulated and unpaid dividends on the Listed Preferred Stock have been paid in full.
 
Mr. Konstantakopoulos is the sole beneficial owner of the outstanding shares of Series F Preferred Stock. Each share of Series F Preferred Stock entitles its holder to 50,000 votes on all matters submitted to a vote of the shareholders.
 
B.          Related Party Transactions
 
Separation and Distribution Agreement
 
On May 5, 2025, we entered into the Separation and Distribution Agreement with Costamare Bulkers, which governed the separation of the assets, liabilities and obligations of the two companies and the relevant subsidiaries that held dry bulk related businesses periods prior to, at and after the separation.
 
In accordance with the Separation and Distribution Agreement, upon the closing of the Spin-Off, we distributed to our shareholders of record on April 29, 2025, on a pro rata basis, one common share of Costamare Bulkers for every five Costamare common shares (24,022,218 Costamare Bulkers shares were distributed to our shareholders). The distribution of Costamare Bulkers shares to the shareholders of the Company was recorded at the carrying amount of Costamare Bulkers net assets of $699.2 million as of May 6, 2025. On the same day, Costamare Bulkers acquired the shares of CBI from Costamare and a minority shareholder.
 
Pursuant to the Separation and Distribution Agreement, we also contributed $100.0 million in cash to Costamare Bulkers, prepaid $150.2 million in bank loans associated with the Costamare Bulkers business, and settled or extinguished all intercompany balances between the Company and Costamare Bulkers.
 
Under the terms of the Separation and Distribution Agreement, we are restricted from acquiring or owning dry bulk vessels or a controlling interest in a business that owns such vessels without offering Costamare Bulkers the opportunity to acquire such dry bulk vessels. However, if Costamare Bulkers is not willing or able to acquire such dry bulk vessels from us within the periods set forth in the Separation and Distribution Agreement, we will thereafter be free to own, operate and charter such dry bulk vessels.
 
101
Other matters governed by the Separation and Distribution Agreement include, without limitation, indemnification agreements, insurance arrangements, treatment of shared contracts, confidentiality, further assurances, treatment of outstanding guarantees including performance guarantees to unrelated parties covering CBI’s obligations under charterparties related to two newbuilding dry bulk vessels and similar credit support, record retention and the exchange of and access to certain information, books and records.
 
Management Affiliations
 
Each of our containerships vessels is currently managed by Costamare Shipping, which may subcontract certain services to other affiliated managers, or to V.Ships Greece or, subject to our consent, other third-party managers. Costamare Shipping, itself or together with our sub-managers provides our fleet with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and, insurance services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries and Costamare Shipping and, where applicable, the relevant sub-manager. Navilands, one of the sub-managers, may subcontract certain services to and enter into a relevant sub-management agreement with Navilands (Shanghai). Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement. Navilands Maritime provides our vessel-owning subsidiaries with purchasing services and support services in relation to vessel repairs, maintenance and dry-docking as requested pursuant to the Representation Agreement. The Neptune Manager provides to Neptune administrative, strategic, accounting and tax as well as insurance arrangements. Furthermore, the Neptune Manager provides vessel related services with respect to vessels being financed or to be financed by Neptune. Costamare Shipping, Navilands, Navilands (Shanghai), Navilands Maritime and the Neptune Manager are controlled by our chairman and chief executive officer. Costamare Services is controlled by our chairman and chief executive officer and a member of his family. In addition, Blue Net and Blue Net Asia, charter brokerage companies which are 50% owned by our chairman and chief executive officer, provides brokerage services to our containership vessels.
 
Management and Services Agreements
 
On November 2, 2015, we entered into the Framework Agreement with Costamare Shipping as most recently amended and restated on May 6, 2025. On November 2, 2015 our vessel-owning subsidiaries entered into the Services Agreement with Costamare Services as most recently amended and restated on May 6, 2025.
 
Costamare Shipping is the manager for our containerships, and provides us with commercial, technical and other services pursuant to the Framework Agreement and to separate ship management agreements with the relevant vessel-owning subsidiaries. As of February 24, 2026, Costamare Shipping, itself or together with V.Ships Greece or, subject to our consent, other sub-managers, provides our fleet of containerships with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries and Costamare Shipping and, where applicable, the relevant sub-manager. As of February 24, 2026, Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement. As of February 24, 2026, Navilands and Navilands (Shanghai) provide to certain of our vessel owning subsidiaries technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries. Navilands and Navilands (Shanghai) provide services to us as submanagers of Costamare Shipping under the Framework Agreement and as such, the fee received by Costamare Shipping pursuant to the Framework Agreement will be reduced by any fees that we pay pursuant to the management agreements with Navilands and Navilands (Shanghai). Our managers and sub-managers are responsible for recruiting, either directly or through manning agents, the officers and crew for our containerships that they manage.
 
Reporting Structure
 
Our chairman and chief executive officer and our chief financial officer supervise, in conjunction with our board of directors, the management of our operations and the provision of services to our fleet by Costamare Shipping, Costamare Services, as well as any sub-managers, including V.Ships Greece, Navilands, Navilands (Shanghai), Vinnen or HanseContor. Costamare Shipping and Costamare Services report to us and our board of directors through our chairman and chief executive officer and chief financial officer, each of which is appointed by our board of directors.
 
102
Compensation of Our Manager and Services Provider
 
Costamare Shipping provides us with commercial, technical and other services including technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services in respect of our vessels. Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement.
 
In the event that Costamare Shipping or Costamare Services decide to delegate certain or all of the services they have agreed to perform under the Framework Agreement or the Services Agreement, respectively, either through (i) subcontracting to a sub-manager or sub-provider or (ii) by directing such sub-manager or sub-provider to enter into a direct agreement with the relevant vessel-owning subsidiary, then, in the case of subcontracting under (i), Costamare Shipping or Costamare Services, as applicable, will be responsible for paying the fee charged by the relevant sub-manager or sub-provider for providing such services and, in the case of a direct agreement under (ii), the fee received by Costamare Shipping or Costamare Services, as applicable, will be reduced by the fee payable to the sub-manager or sub-provider under the relevant direct agreement. As a result, these arrangements will not result in any increase in the aggregate management fees and services fees that we pay. In addition to management fees, we pay for any capital expenditures, financial costs, operating expenses and any general and administrative expenses, including payments to third parties, including specialist providers, in accordance with the Framework Agreement and the relevant separate ship-management agreements or supervision agreements.
 
Costamare Shipping received in 2025 and 2024 a fee of $1,020 per day pro-rated for the calendar days we own each vessel. This fee is reduced to $510 per day in the case of any vessel subject to a bareboat charter. We will also pay to Costamare Shipping a flat fee of $839,988 per newbuild vessel for the supervision of the construction of any newbuild vessel that we may contract. Costamare Shipping received in 2025 and 2024 a fee of 0.15% on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet. Costamare Services received in 2025 and 2024 a fee of 1.10%, on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet and a quarterly fee of (i) $666,737 and (ii) an amount equal to the value of 149,600 shares, based on the average closing price of our common stock on the NYSE for the 10 days ending on the 30th day of the last month of each quarter; provided that Costamare Services may elect to receive 149,600 shares instead of the fee under (ii). We have reserved a number of shares of common stock to cover the fees to be paid to Costamare Services under (ii) through December 31, 2030. For the years ended December 31, 2025 and December 31, 2024, Costamare Shipping and Costamare Services charged aggregate fees of $22.1 million and $22.8 million, respectively, including $5.7 million and $6.3 million for the years ended December 31, 2025 and 2024, respectively, charged by third-party managers. The fees include the value of the 598,400 shares we issued within each year pursuant to the Services Agreement, to Costamare Services. Additionally, during the years ended December 31, 2025 and 2024, Costamare Shipping charged, in aggregate, to the vessels privately owned or controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, $1.9 million and $1.7 million respectively for services provided in accordance with the relevant agreements.
 
Term and Termination Rights
 
Subject to the termination rights described below, on December 31, 2025, the terms of the Framework Agreement and the Services Agreement automatically renewed for another one-year period, and will automatically renew for nine consecutive one-year periods until December 31, 2035, at which point the agreements will expire. In addition to the termination provisions outlined below, we are able to terminate the Framework Agreement and Services Agreement, subject to a termination fee, by providing 12 months’ written notice to Costamare Shipping or Costamare Services, as applicable, that we wish to terminate the applicable agreement at the end of the then-current term.
 
Our Manager’s Termination Rights. Costamare Shipping or Costamare Services may terminate the Framework Agreement or Services Agreement, respectively, prior to the end of its term if:
 

 •
any moneys payable by us under the applicable agreement have not been paid when due or if on demand within 20 business days of payment having been demanded;
 
103

 •
if we materially breach the agreement and we have failed to cure such breach within 20 business days after we are given written notice from Costamare Shipping or Costamare Services, as applicable; or
 

 •
there is a change of control of our Company or the vessel-owning subsidiaries, as applicable.
 
Our Termination Rights. We or our vessel-owning subsidiaries may terminate the Framework Agreement or the Services Agreement, respectively, prior to the end of its term in the following circumstances:
 

 •
any moneys payable by Costamare Shipping or Costamare Services under or pursuant to the applicable agreement are not paid or accounted for within 10 business days after receiving written notice from us;
 

 •
Costamare Shipping or Costamare Services, as applicable materially breaches the agreement and has failed to cure such breach within 20 business days after receiving written notice from us;
 

 •
there is a change of control of Costamare Shipping or Costamare Services, as applicable; or
 

 •
Costamare Shipping or Costamare Services, as applicable, is convicted of, enters a plea of guilty or nolo contendere with respect to, or enters into a plea bargain or settlement admitting guilt for a crime (including fraud), which conviction, plea bargain or settlement is demonstrably and materially injurious to Costamare, if such crime is not a misdemeanor and such crime has been committed solely and directly by an officer or director of Costamare Shipping or Costamare Services, as applicable, acting within the terms of its employment or office.
 
Mutual Termination Rights. Either we or Costamare Shipping may terminate the Framework Agreement, and either Costamare Services or our vessel-owning subsidiaries may terminate the Services Agreement if:
 

 •
the other party ceases to conduct business, or all or substantially all of the equity interests, properties or assets of the other party are sold, seized or appropriated which, in the case of seizure or appropriation, is not discharged within 20 business days;
 

 •
the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors or adopts a plan of liquidation, or if a petition is filed against such party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 90 business days of its filing, or such party admits in writing its insolvency or its inability to pay its debts as they mature, or if an order is made for the appointment of a liquidator, manager, receiver or trustee of such party of all or a substantial part of its assets, or if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of such party’s undertaking, property or assets or if an order is made or a resolution is passed for Costamare Shipping’s, Costamare Services’ or our winding up;
 

 •
the other party is prevented from performing any obligations under the applicable agreement by any cause whatsoever of any nature or kind beyond the reasonable control of such party respectively for a period of two consecutive months or more (“Force Majeure”); or
 

 •
in the case of the Framework Agreement, all supervision agreements and all ship-management agreements are terminated in accordance with their respective terms.
 
If Costamare Shipping or Costamare Services terminates the Framework Agreement or the Services Agreement, as applicable, for any reason other than Force Majeure, or if we terminate either agreement pursuant to our ability to terminate with 12 months’ written notice, we will be obliged to pay to Costamare Shipping or Costamare Services, as applicable, a termination fee equal to (a) the number of full years remaining prior to December 31, 2035, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above. In addition, the separate ship-management agreements to which our vessels are subject may be terminated by either us or the applicable manager if the vessel is sold, becomes a total loss or is requisitioned.
 
104
Non-competition
 
Costamare Shipping has agreed that during the term of the Framework Agreement, and Costamare Services has agreed that during the term of the Services Agreement, they will not provide services to any entity other than our subsidiaries, Costamare Bulkers and any of its subsidiaries and to entities affiliated with our chairman and chief executive officer or members of his family, without our prior written approval, which we may provide under certain circumstances. We believe we derive significant benefits from our exclusive relationship with Costamare Shipping and Costamare Services.
 
Costamare Shipping provides management services in respect of five vessels privately owned or controlled by or affiliated with our chairman and chief executive officer Konstantinos Konstantakopoulos. Costamare Services provides post fixture services in respect of one container vessel partly owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos.
 
V.Ships Greece, HanseContor, Vinnen, Navilands and Navilands (Shanghai) provide and/or may provide services to third parties.
 
Neptune Management Agreement
 
On March 15, 2023, our chairman and chief executive officer acquired 51% of the issued and outstanding capital of Neptune Manager which provides to Neptune administrative, strategic, accounting and tax as well as insurance arrangements and vessel related services in respect of vessels being financed or to be financed by Neptune. See “Item 4. Information on the Company—A. History and Development of the Company”.
 
Term and Termination Rights
 
Under the Neptune Management Agreement entered into between the Neptune Manager and Neptune:
 

 (a)
The Neptune Manager may terminate the Neptune Management Agreement with immediate effect by notice if:
 

 (i)
any moneys payable by Neptune under the Neptune Management Agreement have not been received by the Neptune Manager within a certain time period from relevant request by the Neptune Manager;
 

 (ii)
the Manager is required by Neptune to take any action that contravenes applicable law or is unduly hazardous or improper or hazardous to any crew member of any vessel financed or other person; or
 

 (iii)
an insolvency event of Neptune occurs.
 

 (b)
Neptune may terminate the Neptune Management Agreement with immediate effect by notice if a material breach by the Neptune Manager occurs in the performance of its obligations under the said agreement and such breach (if curable) is not cured within a certain period.
 
Fees
 
In the year ended December 31, 2025, the Neptune Manager received 1.5% of the aggregate amount of all invested amount made through such year plus 0.8% of the aggregate amount of all undrawn commitments. In the year ended December 31, 2025, Neptune Manager charged an amount of $3.5 million in management fees.
 
105
NML Debt Financing
 
As of February 24, 2026, NML has committed to provide financing to a joint venture and related entities, in an amount up to $266.5 million in the form of sale and leaseback transactions of eight vessels. Our chairman and chief executive officer Konstantinos Konstantakopoulos and a member of his family hold equity interests of approximately 17% each in the joint venture.
 
Additionally, NML has provided financing by means of a five-year sale and leaseback transaction relating to the acquisition by third parties (the “Buyers”) of four handysize bulkers sold by subsidiaries of Costamare Bulkers’ (the “Sellers”). The amount of $4.5 million of the aggregate sale price has been deferred, which amount is due and payable by the Buyers to NML upon the termination of the lease financing (the “Backend Fee”). NML has agreed to pay to the Sellers any amount of the Backend Fee received from the Buyers has entered into an intercreditor agreement with the Sellers whereby the Sellers have agreed to subordinate their claims to those of NML in connection with the lease financing.
 
Restrictive Covenant Agreements
 
Under the restrictive covenant agreements entered into with Konstantinos Konstantakopoulos and Konstantinos Zacharatos, as amended and restated on June 26, 2025, during the period of Konstantinos Konstantakopoulos’s and Konstantinos Zacharatos’s employment or service with us and for six months thereafter, each has agreed to restrictions on his ownership of any ocean-going vessels that are designed and used primarily to transport containerized cargo (such vessels are referred to herein as “Container Vessels”) and on the acquisition of any shareholding in a business involved in the ownership of Container Vessels (such businesses are referred to herein as “Container Vessel Business” and such  activities are referred to herein as “restricted activities”), subject to the exceptions described below.
 
Each of Konstantinos Konstantakopoulos and Konstantinos Zacharatos is permitted to engage in the restricted activities (a) pursuant to his involvement with us, (b) with respect to certain permitted acquisitions (as described below) and (c) pursuant to his passive ownership of less than 20% of a Container Vessel or a Container Vessel Business.
 
As noted above, Konstantinos Konstantakopoulos and Konstantinos Zacharatos are permitted to engage in restricted activities with respect to two types of permitted acquisitions, including: (1) the acquisition of a Container Vessel or an acquisition or investment in a Container Vessel Business, on terms and conditions that are not materially more favorable than those first offered to us and refused by an independent conflicts committee of our directors, and/or (2) the acquisition of a business that includes Container Vessels. Under this second type of permitted acquisition, we must be given the opportunity to buy the Container Vessel or the Container Vessel Businesses included in the acquisition, in each case for its fair market value plus certain break-up costs.
 
Each of Konstantinos Konstantakopoulos and Konstantinos Zacharatos has also agreed that if one of our vessels and a Container Vessel majority-owned by either of them are both available and meet the criteria for an available charter, our vessel will be offered such charter. Such priority chartering obligation applies, as of February 24, 2026, with respect to one vessel owned or controlled by Konstantinos Konstantakopoulos, but does not apply with respect to five containerships where Mr. Konstantakopoulos holds a passive interest, including one containership where one of our non-independent board members also holds a minority interest.
 
As of February 24, 2026, Konstantinos Konstantakopoulos, alone or in one instance with one of our non-independent board members, had an ownership interest in six containerships pursuant to waivers to or otherwise in compliance with the respective restrictive covenant agreement. We cannot rule out the possibility that additional such waivers will be granted by our board of directors in future periods.
 
Registration Rights Agreement
 
We entered into a registration rights agreement with the shareholders named therein (the “Registration Rights Holders”) on November 3, 2010, pursuant to which we granted the Registration Rights Holders and their transferees the right, under certain circumstances and subject to certain restrictions to require us to register under the Securities Act shares of our common stock held by those persons. On November 27, 2015, the Company and the Registration Rights Holders entered into an amended and restated registration rights agreement to extend registration rights to Costamare Shipping and Costamare Services, each of which have received or may receive shares of our common stock as fee compensation under the Group Management Agreements (prior to November 2, 2015) or under the Services Agreement. Under the registration rights agreement, the Registration Rights Holders and their transferees have the right to request us to register the sale of shares held by them on their behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, those persons have the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us. As of February 24, 2026, the Registration Rights Holders own a total of approximately 74 million shares entitled to these registration rights.
 
106
Trademark License Agreement
 
Under the trademark license agreement entered into with us on November 3, 2010 as most recently amended and restated on May 6, 2025, Costamare Shipping, one of our managers, has agreed to grant us a non-transferable, royalty free license and right to use the Costamare trademarks, which consist of the name “COSTAMARE” and the Costamare logo in connection with the operation of our containership businesses. We will pay no additional consideration for this license and right. Costamare Shipping retains the right to use the trademarks in its own business or to maintain existing, or grant new, licenses or rights permitting any other person to use the trademarks; provided that in all such cases the use, maintenance or grant must be consistent with the license and right granted to us under the licensing agreement.
 
Grant of Rights and Issuance of Common Stock
 
On July 14, 2010, the Company offered all shareholders of record as of the close of business on July 14, 2010 (the “Record Date”), the right (collectively, the “Rights”) to subscribe for and purchase up to 32 shares of common stock, par value $0.0001 per share, for each share held by such shareholder as of the Record Date. The subscription price for each share purchased pursuant to the exercise of Rights was $0.10 per share.
 
On March 27, 2012, the Company completed a follow-on public equity offering in which we issued 7,500,000 shares at a public offering price of $14.10 per share. The net proceeds of the follow-on offering were $100.6 million. Members of the Konstantakopoulos family purchased 750,000 shares in the offering.
 
On October 19, 2012, the Company completed a second follow-on public equity offering in which we issued 7,000,000 shares at a public offering price of $14.00 per share. The net proceeds of the follow-on offering were $93.5 million. Members of the Konstantakopoulos family purchased 700,000 shares in the offering.
 
On July 6, 2016, we implemented the Dividend Reinvestment Plan. The Dividend Reinvestment Plan offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock. For each of the quarters from the implementation of the Dividend Reinvestment Plan until August 6, 2024, members of the Konstantakopoulos family have reinvested in full or in part their cash dividends, receiving an aggregate of 21.3 million shares.
 
On December 5, 2016, the Company completed a follow-on public equity offering in which we issued 12,000,000 shares of common stock at a public offering price of $6.00 per share. The net proceeds of this offering were $69.0 million. Members of the Konstantakopoulos family purchased 1,666,666 shares in the offering.
 
On May 31, 2017, the Company completed a follow-on public equity offering in which we issued 13,500,000 shares of common stock at a public offering price of $7.10 per share. The net proceeds of this offering were $91.68 million. Members of the Konstantakopoulos family purchased 1,408,451 shares in the offering.
 
Issuance of Preferred Stock
 
On October 15, 2025, we entered into a Stock Subscription Agreement with our chairman and chief executive officer, Konstantinos Konstantakopoulos, pursuant to which Mr. Konstantakopoulos purchased 1,200 shares of Series F Preferred Stock for an aggregate purchase price of $1,200. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Series F Preferred Stock.”
 
107
The Series F Preferred Stock were established in connection with the announcement on October 10, 2025, by the Ministry of Transport in China relating to the collection of special port fees from U.S.-linked vessels. See “Item 3. Key Information—D. Risk Factors—Industry Risks—An increase in trade protectionism, the unravelling of multilateral trade agreements and a decrease in the level of China’s export of goods could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.” While the Company has reason to believe that its vessels would not otherwise be subject to the collection of special port fees should they be reimplemented, the issuance of the Series F Preferred Stock ensures that it is not possible for U.S. persons to control over 25% of the voting power of the Company because, following the completion of the purchase by Mr. Konstantakopoulos, members of the Konstantakopoulos family (none of whom are U.S. persons) controls approximately 75.7% of the Company’s issued and outstanding voting rights.
 
Other Transactions
 
Our chairman and chief executive officer, Konstantinos Konstantakopoulos, privately owns one containership (which is comparable to two of our vessels) and holds a passive interest in certain companies that own five containerships (which are comparable to 22 of our vessels). Mr. Konstantakopoulos may acquire additional vessels.
 
One of our non-independent board members holds a minority interest in a company that owns a containership comparable to four of our vessels and may acquire additional vessels.
 
Other than the containership owned by Konstantinos Konstantakopoulos, which has to give priority chartering to the Company’s vessels, these vessels may compete with the Company’s vessels for chartering opportunities. These investments were entered into in accordance with the terms of the restrictive covenant agreements referenced above following the review and approval of our audit committee and board of directors.
 
On January 1, 2018, Costamare Shipping entered into the Brokerage Agreement with Blue Net, as amended from time to time, which provides chartering brokerage services to our containerships, as well as to other third-party containerships. Our chairman and chief executive officer, Konstantinos Konstantakopoulos, controls 50% of Blue Net. Blue Net provided until August 2021 chartering brokerage services in exchange for a fee to the vessels belonging to a chartering pool which included one of our vessels. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of the owners of five vessels it manages, to pay Blue Net Asia, a company 50% owned by our chairman and chief executive officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by Blue Net Asia for such five vessels. The last of these charters ended in November 2025.
 
On December 30, 2025, Navilands Maritime, a company controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, entered into the Representation Agreement with our vessel-owning subsidiaries, pursuant to which Navilands Maritime provide purchasing services and support services in relation to vessel repairs, maintenance and dry-docking as requested in exchange for a monthly fee and certain ad hoc fees to cover any additional services as requested.
 
Konstantinos Konstantakopoulos owns 47.5% of the shares and voting rights of the Greek Institute of Maritime Education (“GIME”), which cooperates with the Business College of Athens, a private educational institution, for the provision of the certain on-line academic bachelor’s or master’s degrees in Maritime Business, Ship Management, Marine Engineering Management and Maritime Cyber Security. The Company has agreed to offer grants of up to €2,000 per seafarer towards the fees for the aforementioned degrees or any individual course offered thereunder leading to a certificate or diploma from the Business College of Athens, up to €150,000 in total grants during 2026. Additionally, GIME is providing a discount to our seafarers of about 25% of the total fees per student, depending on the qualification sought.
 
Procedures for Review and Approval of Related Party Transactions
 
Related party transactions, which for purposes of review and approval, means transactions in which the Company or one of its subsidiaries is a participant and any of the Company’s directors, nominees for director, executive officers, employees, significant shareholders or members of their immediate families (other than immediate family members of employees who are not executive officers) have a direct or indirect interest, will be subject to review and approval or ratification by the board of directors and the audit committee, and will be evaluated pursuant to procedures established by the board of directors.
 
108
Where appropriate, such transactions will be subject to the approval of our independent directors, including appropriate matters arising under the Framework Agreement and Services Agreement, such as the amendment and restatement of such agreement, matters arising under the restrictive covenant agreements, such as waivers of the restrictions thereunder, and any other agreements with entities controlled by our chairman and chief executive officer.
 
C.          Interests of Experts and Counsel
 
Not applicable.
 
ITEM 8.
FINANCIAL INFORMATION
 
A.          Consolidated Statements and Other Financial Information
 
See “Item 18. Financial Statements” below.
 
Legal Proceedings
 
Eight subsidiaries of Costamare Inc. have obtained leave to appeal by the High Court of England and are currently challenging a partial arbitral award that dismissed their loss of bargain claims arising from the termination of certain shipbuilding contracts in 2022 due to builder’s failure to provide the agreed refund guarantees within the set deadline.
 
From time to time, we are involved in legal proceedings and claims in the ordinary course of business, principally property damage and personal injury claims. We expect that these claims would be covered by insurance, subject to customary deductibles, although there can be no assurance our insurers would agree in any particular case. Furthermore, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.
 
Preferred Stock Dividend Requirements
 
Dividends on Listed Preferred Stock are payable quarterly on each of January 15, April 15, July 15 and October 15, as and if declared by our board of directors out of legally available funds for such purpose. The dividend rate for the Series B Preferred Stock is 7.625% per annum per $25.00 of liquidation preference per share (equal to $1.90625 per annum per share). The dividend rate for the Series C Preferred Stock is 8.50% per annum per $25.00 of liquidation preference per share (equal to $2.125 per annum per share). The dividend rate for the Series D Preferred Stock is 8.75% per annum per $25.00 of liquidation preference per share (equal to $2.1875 per annum per share). The dividend rate for the Series E Preferred Stock was 8.75% per annum per $25.00 of liquidation preference per share (equal to $2.21875 per annum per share). The Company completed the full redemption of all of its 4,574,100 outstanding shares of Series E Preferred Stock on July 15, 2024. The Series F Preferred Stock does not have dividend or distribution rights. The dividend rates are not subject to adjustment.
 
We paid dividends to holders of our Listed Preferred Stock as per the table below:
 
Payment Date
  
Preferred Series B
amount paid per
share
    
Preferred Series C
amount paid per
share
    
Preferred Series D
amount paid per
share
    
Preferred Series E amount
paid per share
  
October 15, 2013
  
$
0.365400
      
—
      
—
      
—
  
January 15, 2014
  
$
0.476563
      
—
      
—
      
—
  
April 15, 2014
  
$
0.476563
    
$
0.495833
      
—
      
—
  
July 15, 2014
  
$
0.476563
    
$
0.531250
      
—
      
—
  
October 15, 2014
  
$
0.476563
    
$
0.531250
      
—
      
—
  
January 15, 2015
  
$
0.476563
    
$
0.531250
      
—
      
—
  
April 15, 2015
  
$
0.476563
    
$
0.531250
      
—
      
—
  
July 15, 2015
  
$
0.476563
    
$
0.531250
    
$
0.376736
      
—
  
October 15, 2015
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
January 15, 2016
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
April 15, 2016
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
July 15, 2016
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
October 17, 2016
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
January 17, 2017
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
April 17, 2017
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
July 17, 2017
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
October 16, 2017
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
January 16, 2018
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
April 16, 2018
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.462240
  
July 16, 2018
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
October 15, 2018
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
January 15, 2019
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
April 15, 2019
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
July 15, 2019
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
October 15, 2019
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
January 15, 2020
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
April 15, 2020
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
July 15, 2020
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
October 15, 2020
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
January 15, 2021
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
April 15, 2021
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
July 15, 2021
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
October 15, 2021
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
January 18, 2022
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
April 18, 2022
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
July 15, 2022
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
October 17, 2022
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
January 17, 2023
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
April 17, 2023
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
July 17, 2023
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
October 16, 2023
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
January 16, 2024
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
April 15, 2024
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
July 15, 2024
  
$
0.476563
    
$
0.531250
    
$
0.546875
    
$
0.554688
  
October 15, 2024
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
January 15, 2025
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
April 15, 2025
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
July 15, 2025
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
October 15, 2025
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  
January 15, 2026
  
$
0.476563
    
$
0.531250
    
$
0.546875
      
—
  

109
Our Listed Preferred Stock dividend payment obligations impact our future liquidity needs.
 
Common Stock Dividend Policy
 
We paid our first cash dividend since becoming a public company in November 2010 on February 4, 2011 in an amount of $0.25 per share of common stock. We have subsequently paid dividends to holders of our common stock of $0.25 per share on May 12, 2011 and August 9, 2011, $0.27 per share on November 7, 2011, February 8, 2012, May 9, 2012, August 7, 2012, November 6, 2012, February 13, 2013, May 8, 2013, August 7, 2013, November 6, 2013 and February 4, 2014, $0.28 per share on May 13, 2014, August 6, 2014, November 5, 2014 and February 4, 2015, $0.29 per share on May 6, 2015, August 5, 2015, November 4, 2015, February 4, 2016, May 4, 2016 and August 17, 2016 and $0.10 per share on November 4, 2016, February 6, 2017, May 8, 2017, August 7, 2017, November 6, 2017, February 6, 2018, May 8, 2018, August 8, 2018, November 8, 2018, February 7, 2019, May 8, 2019, August 7, 2019, November 7, 2019, February 5, 2020, May 7, 2020, August 7, 2020, November 5, 2020, February 5, 2021 and May 6, 2021, and $0.115 per share on August 5, 2021, November 5, 2021, February 7, 2022, May 5, 2022, August 8, 2022, November 7, 2022, February 7, 2023, May 5, 2023, August 7, 2023, November 6, 2023, February 7, 2024, May 6, 2024, August, 6, 2024, November 6, 2024, February 6, 2025, May 6, 2025, August, 6, 2025, November 6, 2025 and February 5, 2026. On May 5, 2022, we also paid a special dividend of $0.50 per share.
 
On July 6, 2016, we implemented the Dividend Reinvestment Plan. The Dividend Reinvestment Plan offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock. Participation in the Dividend Reinvestment Plan is optional, and shareholders who decide not to participate in the Dividend Reinvestment Plan will continue to receive cash dividends, as declared and paid in the usual manner. On February 6, 2025, May 6, 2025, August 6, 2025, November 6, 2025 and February 5, 2026, we issued 7,056 shares, 8,635 shares, 8,470 shares, 6,935 shares and 4,830 shares, respectively, pursuant to the Dividend Reinvestment Plan.
 
We currently intend to pay dividends in amounts that will allow us to retain a portion of our cash flows to fund vessel, fleet or company acquisitions that we expect to be accretive to earnings, and cash flows and for debt repayment and dry-docking costs, as determined by management and our board of directors. Declaration and payment of any dividend is subject to the discretion of our board of directors and the requirements of Marshall Islands law. The timing and amount of dividend payments will be dependent upon our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our credit facilities, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors. We cannot assure you that we will pay regular quarterly dividends in the amounts stated above or elsewhere in this annual report, and dividends may be reduced or discontinued at any time at the discretion of our board of directors. Our ability to pay dividends may be limited by the amount of cash we can generate from operations following the payment of fees and expenses and the establishment of any reserves, as well as additional factors unrelated to our profitability. We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments.
 
Set out below is a table showing the dividends paid in 2021, 2022, 2023, 2024 and 2025.


  
Year Ended December 31,
  
   
2021
    
2022
    
2023
    
2024
    
2025
    
Total
  
               
(Expressed in millions of U.S. dollars)
              
Common Stock dividends paid
  
$
40.2
    
$
88.4
    
$
39.1
    
$
43.5
    
$
55.0
    
$
266.2
  
Common Stock dividends paid in shares under the Dividend Reinvestment Plan
    
12.6
      
30.3
      
16.3
      
11.3
      
0.3
      
70.8
  
Preferred Stock dividends paid
    
31.1
      
31.1
      
31.1
      
28.5
      
20.9
      
142.7
  
Total
  
$
83.9
    
$
149.8
    
$
86.5
    
$
83.3
    
$
76.2
    
$
479.7
  

B.          Significant Changes
 
See “Item 18. Financial Statements—Note 22. Subsequent Events” below.
 
110
ITEM 9.
THE OFFER AND LISTING
 
Our common stock is listed for trading on the New York Stock Exchange under the symbol “CMRE”.
 
ITEM 10.
ADDITIONAL INFORMATION
 
A.          Share Capital
 
Under our articles of incorporation, our authorized capital stock consists of (i) 1,000,000,000 shares of common stock, par value $0.0001 per share, of which, as of December 31, 2025, 131,588,439 shares were issued, of which 11,004,510 were treasury shares and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share, issuable in series of which, as of December 31, 2025: no shares of Series A Preferred Stock were issued and outstanding, although 10,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan as described below under “—Stockholder Rights Plan”; 2,000,000 shares of Series B Preferred Stock were issued and 1,970,649 are outstanding; 4,000,000 shares of Series C Preferred Stock were issued and 3,973,135 are outstanding; 4,000,000 shares of Series D Preferred Stock were issued and 3,986,542 are outstanding; and 50,000 shares have been designated Series F Preferred Stock of which 1,200 are issued and outstanding. The Company completed the full redemption of all of its 4,574,100 outstanding shares of Series E Preferred Stock on July 15, 2024. The Company funded the redemption with cash on hand. All of our shares of stock are in registered form.
 
Please see Note 15 to our consolidated financial statements included elsewhere in this annual report for a discussion of the recent history of our share capital.
 
B.          Memorandum and Articles of Association
 
Our purpose, as stated in our articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders.
 
Under our bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held inside or outside of the Marshall Islands. Special meetings may be called by the chairman of the board of directors, the chief executive officer or a majority of the board of directors. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting. Our bylaws permit shareholder action by unanimous written consent.
 
We are registered in the Republic of the Marshall Islands at The Trust Company of the Marshall Islands, Inc., Registrar of Corporation for non-resident corporations, under registration number 29593.
 
Directors
 
Under our bylaws, our directors are elected by a plurality of the votes cast at each annual meeting of the shareholders by the holders of shares entitled to vote in the election. There is no provision for cumulative voting.
 
Pursuant to the provisions of our bylaws, the board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board. Our board of directors is divided into three classes as set out below in “Classified board of directors”. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the shareholders to elect the entire class of directors to be elected at any election of directors or for any other reason may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors. The board of directors has the authority to fix the amounts which shall be payable to the non-employee members of our board of directors for attendance at any meeting or for services rendered to us.
 
111
Common Stock
 
Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future. Our common stock is not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in the future. There are no provisions in our articles of incorporation or bylaws discriminating against a shareholder because of his or her ownership of a particular number of shares.
 
We are not aware of any limitations on the rights to own our common stock, including rights of non-resident or foreign shareholders to hold or exercise voting rights on our common stock, imposed by foreign law or by our articles of incorporation or bylaws.
 
Preferred Stock
 
Our articles of incorporation authorize our board of directors, without any further vote or action by our shareholders, to issue up to 100,000,000 shares of blank check preferred stock, of which 10,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan as described below under “— Stockholder Rights Plan”, 2,000,000 shares have been designated (currently 1,970,649 shares remain outstanding) Series B Preferred Stock, 4,000,000 shares have been designated (currently 3,973,135 shares remain outstanding) Series C Preferred Stock, 4,000,000 shares have been designated (currently 3,986,542 shares remain outstanding) Series D Preferred Stock, 686,000 shares have been designated as Series E Preferred Stock (currently no shares remain outstanding) and 50,000 shares have been designated (currently 1,200 shares are outstanding) Series F Preferred Stock, and to determine, with respect to any series of preferred stock established by our board of directors, the terms and rights of that series, including:
 

 •
the designation of the series;
 

 •
the number of shares of the series;
 

 •
the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and
 

 •
the voting rights, if any, of the holders of the series.
 
Issuances of preferred stock may impact the relative voting power of the holders of our common stock as described below under “— Series F Preferred Stock”.
 
Stockholder Rights Plan
 
Each share of our common stock includes a right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A participating preferred stock at a purchase price of $25.00 per unit, subject to specified adjustments. The rights are issued pursuant to a stockholder rights agreement between us and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC), as rights agent. Until a right is exercised, the holder of a right will have no rights to vote or receive dividends or any other stockholder rights.
 
112
The rights may have anti-takeover effects. The rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire us. Because our board of directors can approve a redemption of the rights for a permitted offer, the rights should not interfere with a merger or other business combination approved by our board of directors. The adoption of the rights agreement was approved by our existing shareholders prior to our initial public offering in November 2010, and was most recently amended on October 21, 2025 following approval by our board of directors.
 
We have summarized the material terms and conditions of the rights agreement and the rights below. For a complete description of the rights, we encourage you to read the stockholder rights agreement and the first amendment thereto, each of which is attached as an exhibit to this annual report.
 
Detachment of rights
 
The rights are attached to all certificates representing our outstanding common stock and will attach to all common stock certificates we issue prior to the rights distribution date that we describe below. The rights are not exercisable until after the rights distribution date and will expire at the close of business on the tenth anniversary date of the adoption of the rights plan, unless we redeem or exchange them earlier as described below. The rights will separate from the common stock and a rights distribution date will occur, subject to specified exceptions, on the earlier of the following two dates:
 

 •
10 days following the first public announcement that a person or group of affiliated or associated persons or an “acquiring person” has acquired or obtained the right to acquire beneficial ownership of 15% (or 5% in the case of a U.S. Person) or more of our outstanding common stock; or
 

 •
10 business days following the start of a tender or exchange offer that would result, if closed, in a person becoming an “acquiring person”.
 
Our controlling shareholders are excluded from the definition of “acquiring person” for purposes of the rights, and therefore their ownership or future share acquisitions cannot trigger the rights. Specified “inadvertent” owners that would otherwise become an acquiring person, including those who would have this designation as a result of repurchases of common stock by us, will not become acquiring persons as a result of those transactions.
 
Our board of directors may defer the rights distribution date in some circumstances, and some inadvertent acquisitions will not result in a person becoming an acquiring person if the person promptly divests itself of a sufficient number of shares of common stock.
 
Until the rights distribution date:
 

 •
our common stock certificates will evidence the rights, and the rights will be transferable only with those certificates; and
 

 •
any new shares of common stock will be issued with rights, and new certificates will contain a notation incorporating the rights agreement by reference.
 
As soon as practicable after the rights distribution date, the rights agent will mail certificates representing the rights to holders of record of common stock at the close of business on that date. As of the rights distribution date, only separate rights certificates will represent the rights.
 
We will not issue rights with any shares of common stock we issue after the rights distribution date, except as our board of directors may otherwise determine.
 
Flip-in event
 
A “flip-in event” will occur under the rights agreement when a person becomes an acquiring person. If a flip-in event occurs and we do not redeem the rights as described under the heading “—Redemption of rights” below, each right, other than any right that has become void, as described below, will become exercisable at the time it is no longer redeemable for the number of shares of common stock, or, in some cases, cash, property or other of our securities, having a current market price equal to two times the exercise price of such right.
 
113
If a flip-in event occurs, all rights that then are, or in some circumstances that were, beneficially owned by or transferred to an acquiring person or specified related parties will become void in the circumstances which the rights agreement specifies.
 
Flip-over event
 
A “flip-over event” will occur under the rights agreement when, at any time after a person has become an acquiring person:
 

 •
we are acquired in a merger or other business combination transaction; or
 

 •
50% or more of our assets, cash flows or earning power is sold or transferred.
 
If a flip-over event occurs, each holder of a right, other than any right that has become void as we describe under the heading “—Flip-in event” above, will have the right to receive the number of shares of common stock of the acquiring company having a current market price equal to two times the exercise price of such right.
 
Antidilution
 
The number of outstanding rights associated with our common stock is subject to adjustment for any stock split, stock dividend or subdivision, combination or reclassification of our common stock occurring prior to the rights distribution date. With some exceptions, the rights agreement does not require us to adjust the exercise price of the rights until cumulative adjustments amount to at least 1% of the exercise price. It also does not require us to issue fractional shares of our preferred stock that are not integral multiples of one one-hundredth of a share, and, instead, we may make a cash adjustment based on the market price of the common stock on the last trading date prior to the date of exercise. The rights agreement reserves us the right to require, prior to the occurrence of any flip-in event or flip-over event that, on any exercise of rights, a number of rights must be exercised so that we will issue only whole shares of stock.
 
Redemption of rights
 
At any time until 10 days after the date on which the occurrence of a flip-in event is first publicly announced, we may redeem the rights in whole, but not in part, at a redemption price of $0.01 per right. The redemption price is subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of redemption. At our option, we may pay that redemption price in cash, shares of common stock or any other consideration our board of directors may select. The rights are not exercisable after a flip-in event until they are no longer redeemable. If our board of directors timely orders the redemption of the rights, the rights will terminate on the effectiveness of that action.
 
Exchange of rights
 
We may, at our option, exchange the rights (other than rights owned by an acquiring person or an affiliate or an associate of an acquiring person, which have become void), in whole or in part. The exchange must be at an exchange ratio of one share of common stock per right, subject to specified adjustments at any time after the occurrence of a flip-in event and prior to:
 

 •
any person other than our existing shareholder becoming the beneficial owner of common stock with voting power equal to 50% or more of the total voting power of all shares of common stock entitled to vote in the election of directors; or
 

 •
the occurrence of a flip-over event.
 
114
Amendment of terms of rights
 
While the rights are outstanding, we may amend the provisions of the rights agreement only as follows:
 

 •
to cure any ambiguity, omission, defect or inconsistency;
 

 •
to make changes that do not adversely affect the interests of holders of rights, excluding the interests of any acquiring person; or
 

 •
to shorten or lengthen any time period under the rights agreement, except that we cannot change the time period when rights may be redeemed or lengthen any time period, unless such lengthening protects, enhances or clarifies the benefits of holders of rights other than an acquiring person.
 
At any time when no rights are outstanding, we may amend any of the provisions of the rights agreement, other than decreasing the redemption price.
 
Series F Preferred Stock
 
The following description of the Series F Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by reference to the Statement of Designation designating the Series F Preferred Stock filed as an exhibit to this annual report.
 
On October 15, 2025, we issued 1,200 shares of our newly-designated Series F Preferred Stock, par value $0.0001 per share. As of February 24, 2026, there were 50,000 shares of Series F Preferred Stock authorized, and 1,200 shares of Series F Preferred Stock issued and outstanding.
 
Voting
 
Each share of Series F Preferred Stock entitles the holder thereof to 50,000 votes per share on all matters submitted to a vote of the shareholders of the Company. To the fullest extent permitted by law, the holder of Series F Preferred Stock shall have no special voting or consent rights and shall vote together as one class with the holders of the common stock on all matters put before the shareholders.
 
Dividends
 
The Series F Preferred Stock has no dividend or distribution rights.
 
Liquidation Preference
 
Upon any liquidation, dissolution or winding up of the Company, the Series F Preferred Stock will rank junior to all other series of the Company’s preferred stock, and shall be entitled to receive a payment equal to the par value of $0.0001 per share. Holders of Series F Preferred Stock have no other rights to distributions upon any liquidation, dissolution or winding up of the Company.
 
Transferability
 
The shares of Series F Preferred Stock are non-transferrable, and any purported transfer of the shares shall be null and void and shall have no force or effect. Accordingly, the outstanding Series F Preferred Stock may only be held by our chairman and chief executive officer, Konstantinos Konstantakopoulos.
 
115
Redemption and Automatic Termination
 
The Company, acting through the independent members of the board of directors, in its sole and absolute discretion and without the consent of the holders of Series F Preferred Stock, may redeem, all or any portion of the Series F Preferred Stock at any time for a redemption price of $1 per share. Effective on the date that is the fifth anniversary of the date of issuance of the shares of Series F Preferred Stock, all rights and powers of any such shares that remain outstanding will automatically terminate and be of no further force or effect. As the Series F Preferred Stock was established in connection with the implementation of special Chinese port fees, the Company intends to redeem the shares once the risks associated with such port fees becomes obsolete. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Issuance of Preferred Stock”.
 
Dissenters’ Rights of Appraisal and Payment
 
Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or sale of all, or substantially all, of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange. The value of the shares of the dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.
 
Shareholders’ Derivative Actions
 
Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action; provided that the shareholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates. A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort.
 
Limitations on Liability and Indemnification of Officers and Directors
 
The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties. Our articles of incorporation include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.
 
Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.
 
The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, shareholders’ investments may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
 
There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.
 
Anti-Takeover Effect of Certain Provisions of Our Articles of Incorporation and Bylaws
 
Several provisions of our articles of incorporation and bylaws, which are summarized in the following paragraphs, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also delay, defer or prevent (a) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder might consider in its best interest, including attempts that may result in a premium over the market price for the shares held by the shareholders, and (b) the removal of incumbent officers and directors.
 
116
Blank check preferred stock
 
Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 100,000,000 shares of blank check preferred stock, of which 10,000,000 shares have been designated Series A Participating Preferred Stock, in connection with our adoption of a stockholder rights plan as described above under “—Stockholder Rights Plan”, 2,000,000 shares have been designated Series B Preferred Stock, 4,000,000 shares have been designated Series C Preferred Stock, 4,000,000 shares have been designated Series D Preferred Stock, 686,000 shares have been designated as Series E Preferred Stock and 50,000 shares have been designated as Series F Preferred Stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.
 
Classified board of directors
 
Our articles of incorporation provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.
 
Election and removal of directors
 
Our articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our articles of incorporation and bylaws also provide that our directors may be removed only for cause. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
 
Holders of the Listed Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Listed Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Listed Preferred Stock are in arrears or any senior stock. However, if and whenever dividends payable on the Listed Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Listed Preferred Stock (for this purpose the Series B, Series C and Series D Preferred Stock will vote together as a single class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of parity stock upon which like voting rights have been conferred and with which the Listed Preferred Stock voted as a class for the election of such director). The right of such holders of Listed Preferred Stock to elect a member of our board of directors will continue until such time as all accumulated and unpaid dividends on the Listed Preferred Stock have been paid in full.
 
Calling of special meeting of shareholders
 
Our articles of incorporation and bylaws provide that special meetings of our shareholders may only be called by our chairman of the board of directors, chief executive officer or by either, at the request of a majority of our board of directors.
 
Advance notice requirements for shareholder proposals and director nominations
 
Our bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary.
 
117
Generally, to be timely, a shareholder’s notice must be received at our offices not less than 90 days nor more than 120 days prior to the first anniversary date of the previous year’s annual meeting. Our bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or to make nominations for directors at an annual meeting of shareholders.
 
C.          Material Contracts
 
The following is a summary of each material contract outside the ordinary course of business to which we are a party. Such summaries are not intended to be complete and reference is made to the contracts themselves, which are exhibits to this annual report.
 

 (a)
Restrictive Covenant Agreement dated November 3, 2010, as amended and restated on June 26, 2025 between Costamare Inc. and Konstantinos Konstantakopoulos, please see “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Restrictive Covenant Agreements”.
 

 (b)
Stockholder Rights Agreement dated October 19, 2010, as amended on October 21, 2025, between Costamare Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent. For a description of the Stockholder Rights Agreement, please see “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholder Rights Plan”.
 

 (c)
Trademark License Agreement dated November 3, 2010 as amended and restated on May 6, 2025, between Costamare Inc. and Costamare Shipping Company S.A., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Trademark License Agreement”.
 

 (d)
Restrictive Covenant Agreement dated July 24, 2012, as amended and restated on June 26, 2025 between Costamare Inc. and Konstantinos Zacharatos, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements”.
 

 (e)
Framework Deed dated May 15, 2013, as amended and restated on May 18, 2015, between Sparrow Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Inc. and Costamare Ventures Inc., please see “Item 4. Information on the Company—A. History and Development of the Company”.
 

 (f)
Services Agreement dated November 2, 2015, as amended and restated on May 6, 2025 by and between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”.
 

 (g)
Amended and Restated Registration Rights Agreement dated as of November 27, 2015, between Costamare Inc. and the Shareholders named therein, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Registration Rights Agreement”.
 

 (h)
Framework Agreement dated November 2, 2015, as amended and restated on May 6, 2025, by and between Costamare Inc. and Costamare Shipping Company S.A., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”.
 

 (i)
Second Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime Leasing Limited dated January 26, 2026 by and among Snow White Investments Limited, International Maritime Holdings A.G., Codrus Capital A.G., Stephen Asplin, Konstantinos Karamanis, Costamare Maritime Finance Limited and Neptune Maritime Leasing Limited, please see “Item 4. Information on the Company—A. History and Development of the Company”.
 
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 (j)
Stock Subscription Agreement, dated as of October 15, 2025, between Costamare Inc. and Konstantinos Konstantakopoulos, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Issuance of Preferred Stock”.
 

 (k)
Separation and Distribution Agreement, dated May 5, 2025 between Costamare Bulkers Holdings Limited and Costamare Inc., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Separation and Distribution Agreement”.
 
D.          Exchange Controls and Other Limitations Affecting Security Holders
 
Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common stock.
 
MARSHALL ISLANDS COMPANY CONSIDERATIONS
 
Our corporate affairs are governed by our articles of incorporation and bylaws and by the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. For example, the BCA allows the adoption of various anti-takeover measures such as shareholder “rights” plans. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, Marshall Islands’ court cases interpreting the BCA. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts and you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction that has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.
 
Marshall Islands
  
Delaware
     
Shareholder Meetings
    
     
Held at a time and place as designated in the bylaws.
  
May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
     
May be held in or outside of the Marshall Islands.
  
May be held in or outside of Delaware.
     
Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting, and unless it is the annual meeting, indicates that it is being issued by or at the direction of the person calling the meeting, and if such meeting is a special meeting such notice shall also state the purpose for which it is being called.
  
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
     
A copy of the notice of any meeting shall be given personally, sent by mail or by electronic transmission not less than 15 nor more than 60 days before the date of the meeting.
  
Written notice shall be given not less than 10 nor more than 60 days before the meeting.

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Shareholder’s Voting Rights
    
     
Any action required to be taken by a meeting of shareholders may be taken without a meeting if consent is in writing, sets forth the action so taken and is signed by all the shareholders entitled to vote or if the articles of incorporation so provide, by holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
  
With limited exceptions, shareholders may act by written consent to elect directors.
     
Any person authorized to vote may authorize another person to act for him or her by proxy.
  
Any person authorized to vote may authorize another person or persons to act for him or her by proxy.
     
Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.
  
For stock corporations, the certificate of incorporation or bylaws may specify the number to constitute a quorum, but in no event shall a quorum consist of less than one third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
     
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
  
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
     
The articles of incorporation may provide for cumulative voting in the election of directors.
  
The certificate of incorporation may provide for cumulative voting.
     
Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by the vote of the majority of holders of outstanding shares entitled to vote at a shareholder meeting.
  
Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.
     
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.
  
Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of a corporation entitled to vote.
     
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation.
  
Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
     
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation.
  
Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation otherwise provides.

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Directors
    
     
The board of directors must consist of at least one member.
  
The board of directors must consist of at least one member.
     
Number of members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board pursuant to the bylaws.
  
Number of board members shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation.
     
If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term of any incumbent director.
    
     
Removal:
  
Removal:
     
•             Any or all of the directors may be removed for cause by vote of the shareholders.
  
•             Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
     
•             If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders
  
•             In the case of a classified board, shareholders may effect removal of any or all directors only for cause.
     
Dissenter’s Rights of Appraisal
    
     
With limited exceptions, appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation.
  
With limited exceptions, appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation.
     
A holder of any adversely affected shares who does not vote on, or consent in writing to, an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment
  
The certificate of incorporation may provide that appraisal rights are available for shares as a result of an amendment to the certificate of incorporation, any merger or consolidation or the sale of all or substantially all of the assets.
     
•             alters or abolishes any preferential right of any outstanding shares having preference;
    
     
•             creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares;
    
     
•             alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
    
     
•             excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.
    

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Shareholder’s Derivative Actions
    
     
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.
  
In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
     
Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort.
    
     
Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Marshall Islands.
    
     
Reasonable expenses, including attorneys’ fees, may be awarded if the action is successful.
    
     
Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000.
    

E.          Tax Considerations
 
Marshall Islands Tax Considerations
 
We are a non-resident domestic Marshall Islands corporation. Because we do not, and we do not expect that we will, conduct business or operations in the Marshall Islands, under current Marshall Islands law we are not subject to tax on income or capital gains and our shareholders (so long as they are not citizens or residents of the Marshall Islands) will not be subject to Marshall Islands taxation or withholding on dividends and other distributions (including upon a return of capital) we make to our shareholders. In addition, so long as our shareholders are not citizens or residents of the Marshall Islands, our shareholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, holding or disposition of our common stock or Listed Preferred Stock, and our shareholders will not be required by the Republic of the Marshall Islands to file a tax return relating to our common stock or Listed Preferred Stock.
 
Each shareholder is urged to consult their tax counselor or other advisor with regard to the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of their investment in us. Further, it is the responsibility of each shareholder to file all state, local and non-U.S., as well as U.S. Federal tax returns that may be required of them.
 
Liberian Tax Considerations
 
The Republic of Liberia enacted a new income tax act effective as of January 1, 2001 (the “New Act”). In contrast to the income tax law previously in effect since 1977, the New Act does not distinguish between the taxation of “non-resident” Liberian corporations, such as our Liberian subsidiaries, which conduct no business in Liberia and were wholly exempt from taxation under the prior law, and “resident” Liberian corporations, which conduct business in Liberia and are (and were under the prior law) subject to taxation.
 
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The New Act was amended by the Consolidated Tax Amendments Act of 2011, which was published and became effective on November 1, 2011 (the “Amended Act”). The Amended Act specifically exempts from taxation non-resident Liberian corporations such as our Liberian subsidiaries that engage in international shipping (and are not engaged in shipping exclusively within Liberia) and that do not engage in other business or activities in Liberia other than those specifically enumerated in the Amended Act. In addition, the Amended Act made such exemption from taxation retroactive to the effective date of the New Act.
 
United States Federal Income Tax Considerations
 
The following discussion of U.S. Federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, all of which are subject to change, possibly with retroactive effect. This discussion does not address any U.S. state or local tax matters. This discussion does not address the tax treatment of U.S. holders (as defined below) which own directly, indirectly or constructively 10% or more of our shares (as measured by vote or value). You are encouraged to consult your own tax advisor regarding the particular United States Federal, state and local and foreign income and other tax consequences of acquiring, owning and disposing of our common stock or Listed Preferred Stock that may be applicable to you.
 
Taxation of Our Shipping Income
 
Subject to the discussion of “effectively connected” income below, unless exempt from U.S. Federal income tax under the rules contained in Section 883 of the Code and the Treasury Regulations promulgated thereunder, a non-U.S. corporation is, under the rules of Section 887 of the Code, subject to a 4% U.S. Federal income tax in respect of its U.S. source gross transportation income (without the allowance for deductions).
 
For this purpose, U.S. source gross transportation income includes 50% of the shipping income that is attributable to transportation that begins or ends (but that does not both begin and end) in the United States. Shipping income attributable to transportation exclusively between non-U.S. ports is generally not subject to any U.S. Federal income tax.
 
“Shipping income” means income that is derived from:
 

 (a)
the use of vessels;
 

 (b)
the hiring or leasing of vessels for use on a time, operating or bareboat charter basis;
 

 (c)
the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture it directly or indirectly owns or participates in that generates such income; or
 

 (d)
the performance of services directly related to those uses.
 
Under Section 883 of the Code and the Treasury Regulations promulgated thereunder, a non-U.S. corporation will be exempt from U.S. Federal income tax on its U.S. source gross transportation income if:
 

 (a)
it is organized in a foreign country (or the “country of organization”) that grants an “equivalent exemption” to U.S. corporations; and
 

 (b)
either
 

 (i)
more than 50% of the value of its stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to U.S. corporations; or
 

 (ii)
its stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States.
 
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We believe that we have qualified and currently intend to continue to qualify for this statutory tax exemption for the foreseeable future. However, no assurance can be given that this will be the case in the future. If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject for those years to a 4% U.S. Federal income tax on our U.S. source gross transportation income, subject to the discussion of “effectively connected” income below. Since we expect that no more than 50% of our gross shipping income would be treated as U.S. source gross transportation income, we expect that the effective rate of U.S. Federal income tax on our gross transportation income would not exceed 2%. Many of our time charters contain provisions pursuant to which charterers undertake to reimburse us for the 4% gross basis tax on our U.S. source gross transportation income.
 
To the extent exemption under Section 883 is unavailable, our U.S. source gross transportation income that is considered to be “effectively connected” with the conduct of a U.S. trade or business would be subject to the U.S. corporate income tax currently imposed at a rate of 21% (net of applicable deductions). In addition, we may be subject to the 30% U.S. “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.
 
Our U.S. source gross transportation income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:
 

 (a)
we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportation income; and
 

 (b)
substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
 
We believe that we will not meet these conditions because we will not have, or permit circumstances that would result in us having, such a fixed place of business in the United States.
 
In addition, income attributable to transportation that both begins and ends in the United States is not subject to the tax rules described above. Such income is subject to either a 30% gross-basis tax or to U.S. Federal corporate income tax on net income currently imposed at a rate of 21% (and the branch profits tax discussed above). Although there can be no assurance, we do not expect to engage in transportation that produces shipping income of this type.
 
Taxation of Gain on Sale of Assets
 
Regardless of whether we qualify for the exemption under Section 883 of the Code, we will not be subject to U.S. Federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States (as determined under U.S. tax principles). In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel (and risk of loss with respect to the vessel) passes to the buyer outside of the United States. We expect that any sale of a vessel will be so structured that it will be considered to occur outside of the United States.
 
Taxation of United States Holders
 
You are a “U.S. holder” if you are a beneficial owner of our common stock or our Listed Preferred Stock and you are (i) a U.S. citizen or resident, (ii) a U.S. corporation (or other U.S. entity taxable as a corporation), (iii) an estate the income of which is subject to U.S. Federal income taxation regardless of its source or (iv) a trust if (x) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of that trust or (y) the trust has a valid election in effect to be treated as a U.S. person for U.S. Federal income tax purposes.
 
If a partnership holds our common stock or Listed Preferred Stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common stock or Listed Preferred Stock, you should consult your tax advisor.
 
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Distributions on Our Common Stock and Listed Preferred Stock
 
Subject to the discussion of PFICs below, any distributions with respect to our common stock or Listed Preferred Stock that you receive from us will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described below, to the extent of our current or accumulated earnings and profits (as determined under U.S. Federal tax principles). Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of your tax basis in our common stock or Listed Preferred Stock (on a dollar-for-dollar basis) and thereafter as capital gain.
 
If you are a U.S. corporation (or a U.S. entity taxable as a corporation), you will generally not be entitled to claim a dividends-received deduction with respect to any distributions you receive from us.
 
Dividends paid with respect to our common stock or Listed Preferred Stock will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.
 
If you are an individual, trust or estate, dividends you receive from us should be treated as “qualified dividend income”; provided that:
 

 (a)
the common stock or Listed Preferred Stock, as the case may be, is readily tradable on an established securities market in the United States (such as the NYSE);
 

 (b)
we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see the discussion below under “PFIC Status”);
 

 (c)
you own our common stock or our Listed Preferred Stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock or Listed Preferred Stock becomes ex-dividend;
 

 (d)
you are not under an obligation to make related payments with respect to positions in substantially similar or related property; and
 

 (e)
certain other conditions are met.
 
Qualified dividend income is currently taxed at a preferential maximum rate of 15% or 20%, depending on the income level of the taxpayer.
 
Special rules may apply to any “extraordinary dividend”. Generally, an extraordinary dividend is a dividend in an amount that is equal to (or in excess of) 10% of your adjusted tax basis (or fair market value in certain circumstances) in a share of our common stock (5% in the case of Listed Preferred Stock). If we pay an extraordinary dividend on our common stock or Listed Preferred Stock that is treated as qualified dividend income and if you are an individual, estate or trust, then any loss derived by you from a subsequent sale or exchange of such common stock or Listed Preferred Stock will be treated as long-term capital loss to the extent of such dividend.
 
There is no assurance that dividends you receive from us will be eligible for the preferential rates applicable to qualified dividend income. Dividends you receive from us that are not eligible for the preferential rates will be taxed at the ordinary income rates.
 
Sale, Exchange or Other Disposition of Common Stock and Listed Preferred Stock
 
Provided that we are not a PFIC for any taxable year, you generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common stock or Listed Preferred Stock in an amount equal to the difference between the amount realized by you from such sale, exchange or other disposition and your tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if your holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. Your ability to deduct capital losses against ordinary income is subject to limitations.
 
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Unearned Income Medicare Contribution Tax
 
Each U.S. holder who is an individual, estate or trust will generally be subject to a 3.8% Medicare tax on the lesser of (i) such U.S. holder’s “net investment income” for the relevant taxable year and (ii) the excess of such U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). For this purpose, net investment income generally includes dividends on and capital gains from the sale, exchange or other disposition of our common stock or Listed Preferred Stock, subject to certain exceptions. You are encouraged to consult your own tax advisor regarding the applicability of the Medicare tax to your income and gains from your ownership of our common stock or Listed Preferred Stock.
 
PFIC Status
 
Special U.S. Federal income tax rules apply to you if you hold stock in a non-U.S. corporation that is classified as a PFIC for U.S. Federal income tax purposes. In general, we will be treated as a PFIC in any taxable year in which, after applying certain look-through rules, either:
 

 (a)
at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
 

 (b)
at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are held for the production of, passive income).
 
For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary’s stock. Income we earned, or are deemed to earn, in connection with the performance of services will not constitute passive income. By contrast, rental income will generally constitute passive income (unless we are treated under certain special rules as deriving our rental income in the active conduct of a trade or business).
 
There are legal uncertainties involved in determining whether the income derived from time chartering activities constitutes rental income or income derived from the performance of services. In Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the Fifth Circuit held that income derived from certain time chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Code. In published guidance, however, the IRS states that it disagrees with the holding in Tidewater, and specifies that time charters should be treated as service contracts. Since we have chartered substantially all our vessels to unrelated charterers on the basis of voyage and time charters and since we expect to continue to do so, we believe that we are not now and have never been a PFIC. Our counsel, Cravath, Swaine & Moore LLP, has provided us with an opinion that we should not be a PFIC based on certain representations we made to them, including the representation that Costamare Shipping, which manages the Company’s vessels, is not related to any charterer of the vessels, and of certain assumptions made by them, including the assumption that time charters of the Company will be arranged in a manner substantially similar to the terms of its existing time charters. However, we have not sought, and we do not expect to seek, an IRS ruling on this matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.
 
As discussed below, if we were to be treated as a PFIC for any taxable year, you generally would be subject to one of three different U.S. Federal income tax regimes, depending on whether or not you make certain elections. Additionally, for each year during which you own our common stock, we are a PFIC and the total value of all PFIC stock that you directly or indirectly own exceeds certain thresholds, you will be required to file IRS Form 8621 with your U.S. Federal income tax return to report your ownership of our common stock.
 
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The PFIC rules are complex, and you are encouraged to consult your own tax advisor regarding the PFIC rules, including the annual PFIC reporting requirement.
 
Taxation of U.S. Holders That Make a Timely QEF Election
 
If we were a PFIC and if you make a timely election to treat us as a “Qualifying Electing Fund” for U.S. Federal tax purposes (a “QEF Election”), you would be required to report each year your pro rata share of our ordinary earnings and our net capital gain for our taxable year that ends with or within your taxable year, regardless of whether we make any distributions to you. Such income inclusions would not be eligible for the preferential tax rates applicable to qualified dividend income. Your adjusted tax basis in our common stock or Listed Preferred Stock would be increased to reflect such taxed but undistributed earnings and profits. Distributions of earnings and profits that had previously been taxed would result in a corresponding reduction in your adjusted tax basis in our common stock or Listed Preferred Stock and would not be taxed again once distributed. You would generally recognize capital gain or loss on the sale, exchange or other disposition of our common stock or Listed Preferred Stock. Even if you make a QEF Election for one of our taxable years, if we were a PFIC for a prior taxable year during which you held our common stock or Listed Preferred Stock and for which you did not make a timely QEF Election, you would also be subject to the more adverse rules described below under “Taxation of U.S. Holders That Make No Election”. Additionally, to the extent any of our subsidiaries is a PFIC, your election to treat us as a “Qualifying Electing Fund” would not be effective with respect to your deemed ownership of the stock of such subsidiary and a separate QEF Election with respect to such subsidiary is required.
 
You would make a QEF Election by completing and filing IRS Form 8621 with your U.S. Federal income tax return for the year for which the election is made in accordance with the relevant instructions. If we were to become aware that we were to be treated as a PFIC for any taxable year, we would notify all U.S. holders of such treatment and would provide all necessary information to any U.S. holder who requests such information in order to make the QEF Election described above with respect to us and the relevant subsidiaries.
 
Taxation of U.S. Holders That Make a Timely “Mark-to-Market” Election
 
Alternatively, if we were to be treated as a PFIC for any taxable year and, as we believe, our common stock or Listed Preferred Stock is treated as “marketable stock”, you would be allowed to make a “mark-to-market” election with respect to our common stock or Listed Preferred Stock, provided you complete and file IRS Form 8621 with your U.S. Federal income tax return for the year for which the election is made in accordance with the relevant instructions. If that election is made, you generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of our common stock or Listed Preferred Stock at the end of the taxable year over your adjusted tax basis in our common stock or Listed Preferred Stock. You also would be permitted an ordinary loss in respect of the excess, if any, of your adjusted tax basis in our common stock or Listed Preferred Stock over its fair market value at the end of the taxable year (but only to the extent of the net amount previously included in income as a result of the mark-to-market election). Your tax basis in our common stock or Listed Preferred Stock would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common stock or Listed Preferred Stock would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common stock or Listed Preferred Stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by you. However, to the extent any of our subsidiaries is a PFIC, your “mark-to-market” election with respect to our common stock or Listed Preferred Stock would not apply to your deemed ownership of the stock of such subsidiary.
 
Taxation of U.S. Holders That Make No Election
 
Finally, if we were treated as a PFIC for any taxable year and if you did not make either a QEF Election or a “mark-to-market” election for that year, you would be subject to special rules with respect to (a) any excess distribution (that is, the portion of any distributions received by you on our common stock or Listed Preferred Stock in a taxable year in excess of 125% of the average annual distributions received by you in the three preceding taxable years, or, if shorter, your holding period for our common stock or Listed Preferred Stock) and (b) any gain realized on the sale, exchange or other disposition of our common stock or Listed Preferred Stock. Under these special rules:
 

 (i)
the excess distribution or gain would be allocated ratably over your aggregate holding period for our common stock or Listed Preferred Stock;
 
127

 (ii)
the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to such U.S. holder who does not make a QEF or a “mark-to-market” election would be taxed as ordinary income; and
 

 (iii)
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
 
If you died while owning our common stock or Listed Preferred Stock, your successor generally would not receive a step-up in tax basis with respect to such stock for U.S. Federal tax purposes.
 
United States Federal Income Taxation of Non-U.S. Holders
 
You are a “non-U.S. holder” if you are a beneficial owner of our common stock (other than a partnership for U.S. tax purposes) and you are not a U.S. holder.
 
Distributions on Our Common Stock and Listed Preferred Stock
 
You generally will not be subject to U.S. Federal income or withholding taxes on a distribution received from us with respect to our common stock or Listed Preferred Stock, unless the income arising from such distribution is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to that income, such income generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States as required by such income tax treaty.
 
Sale, Exchange or Other Disposition of Our Common Stock and Listed Preferred Stock
 
You generally will not be subject to U.S. Federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common stock or Listed Preferred Stock, unless:
 

 (a)
the gain is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to that gain, that gain generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States as required by such income tax treaty; or
 

 (b)
you are an individual who is present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are met.
 
Gain that is effectively connected with the conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. Federal income tax, net of certain deductions, at regular U.S. Federal income tax rates. If you are a corporate non-U.S. holder, your earnings and profits that are attributable to the effectively connected income (subject to certain adjustments) may be subject to an additional U.S. branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).
 
United States Backup Withholding and Information Reporting
 
In general, if you are a non-corporate U.S. holder, dividend payments (or other taxable distributions) made within the United States will be subject to information reporting requirements and backup withholding tax if you:
 

 (1)
fail to provide us with an accurate taxpayer identification number;
 

 (2)
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your Federal income tax returns; or
 

 (3)
in certain circumstances, fail to comply with applicable certification requirements.
 
128
If you are a non-U.S. holder, you may be required to establish your exemption from information reporting and backup withholding by certifying your status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.
 
If you sell our common stock or Listed Preferred Stock to or through a U.S. office or broker, the payment of the sales proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell our common stock or Listed Preferred Stock through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment.
 
However, U.S. information reporting requirements (but not backup withholding) will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell our common stock or Listed Preferred Stock through a non-U.S. office of a broker that is a U.S. person or has certain other connections with the United States. Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by accurately completing and timely filing a refund claim with the IRS.
 
U.S. individuals and certain entities who hold certain specified foreign assets with values in excess of certain dollar thresholds are required to report such assets on IRS Form 8938 with their U.S. Federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accounts maintained by U.S. financial institutions). Stock in a foreign corporation, including our common stock or Listed Preferred Stock, is a specified foreign asset for this purpose. Penalties apply for failure to properly complete and file Form 8938. You are encouraged to consult with your tax advisor regarding the filing of this form.
 
F.           Dividends and Paying Agents
 
Not applicable.
 
G.          Statement by Experts
 
Not applicable.
 
H.          Documents on Display
 
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. The information contained on or connected to our website is not part of this annual report.
 
I.           Subsidiary Information
 
Not applicable.
 
J.           Annual Report to Security Holders
 
We intend to furnish the 2025 Annual Report provided to security holders in electronic format as an exhibit to a report on Form 6-K.
 
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
A.          Quantitative Information About Market Risk
 
The shipping industry is a capital intensive industry, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our debt usually contains interest rates that fluctuate with the financial markets. Increasing interest rates could adversely impact future earnings. From time to time, we take positions in interest rate derivative contracts to manage interest costs and risk associated with changing interest rates with respect to our floating-rate debt. Generally, our approach is to economically hedge a portion of the floating-rate debt and we manage the exposure to the rest of our debt based on our outlook for interest rates and other factors.
 
129
Our interest expense is affected by changes in the general level of interest rates, primarily SOFR based rates. As an indication of the extent of our sensitivity to interest rate changes, an increase of 100 basis points in the reference rates would have decreased our net income and cash flows (from continuing operations) during the year ended December 31, 2025 by approximately $3.7 million based upon our debt level during 2025.
 
The following table sets forth the sensitivity of our long-term debt, including the effect on our consolidated statement of income of our derivative contracts to a 100 basis points increase in the aforementioned reference rates during the next five years on the same basis.
 
Net Difference in Earnings and Cash Flows (in millions of U.S. dollars):
 
Year
  
Amount
  
2026
    
6.1
  
2027
    
5.4
  
2028
    
4.6
  
2029
    
3.8
  
2030
    
1.7
  

Derivative Financial Instruments
 
Interest Rates
 
According to our long-term strategic plan to maintain stability in our interest rate exposure, we have decided to minimize our exposure to floating interest rates by entering into interest rate swap/cap agreements. To this effect, we have entered into interest rate swap/cap transactions with varying start and maturity dates, in order to proactively and efficiently manage our floating rate exposure. Furthermore, we enter into cross-currency swap agreements and foreign currency exchange agreements to manage our exposure to fluctuations of foreign currencies risks.
 
ASC 815, “Derivatives and Hedging”, established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, and an ongoing basis, and after putting in place the formal documentation required by ASC 815 in order to designate these derivatives as hedging instruments, we designate the derivative as a hedge of a forecasted transaction or the variability of cash flow to be paid. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge is recorded in other comprehensive income / (loss) until earnings are affected by the forecasted transaction or the variability of cash flow and are then reported in earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes have occurred.
 
(a)          Interest rate swaps and interest rate caps that meet the criteria for hedge accounting: These interest rate swaps/caps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month SOFR. According to our Risk Management Accounting Policy, after putting in place the formal documentation required by ASC 815 in order to designate these interest rate swaps/caps as hedging instruments as from their inception, these interest rate derivative instruments qualified for hedge accounting. Accordingly, only hedge ineffectiveness amounts arising from the differences in the change in fair value of the hedging instrument and the hedged item are recognized in earnings. Assessment and measurement of the effectiveness of these interest rate derivative instruments are performed at each reporting period. For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow hedge is recognized initially in “Other comprehensive income/ (loss)” within shareholders’ equity and recognized in the consolidated statement of income in the periods when the hedged item affects profit or loss. Any ineffective portion of the gain or loss on the hedging instrument is recognized in the consolidated statement of income immediately.
 
130
As of December 31, 2024 and 2025, we had interest rate swap and interest rate cap agreements with an outstanding notional amount of $805.0 million and $631.8 million, respectively. The fair value of these interest rate swaps and caps outstanding at December 31, 2024 and 2025, amounted to an asset of $31.6 million and an asset of $14.1 million, respectively, and these are included in the related consolidated balance sheets. The maturity of these interest rate swaps and caps range between June 2026 and March 2031.
 
(b)          Interest rate swaps and interest rate caps that do not meet the criteria for hedge accounting: As of December 31, 2024 and 2025, we did not hold any interest rate swaps or interest rate caps that did not qualify for hedge accounting.
 
(c)          Cross currency swap agreements that do not meet the criteria for hedge accounting: In 2021, we entered into two cross-currency swap agreements, which converted our variability of the interest and principal payments in Euro into USD functional currency cash flows with respect to an unsecured bond that was repaid in 2024, in order to hedge our exposure to fluctuations deriving from Euro. As of December 31, 2024, we had two cross-currency swap agreements that are designated as cash flow hedging instruments for accounting purposes and they do not meet the criteria for hedge accounting. As of December 31, 2024, these two cross-currency swap agreements had an aggregate outstanding notional amount of $122.4 million and their fair value amounted to a liability of $18.4 million. Both matured in November 2025.
 
(d)        Foreign Currency Exchange Agreements: We generate all of our revenue in U.S. dollars, but a substantial portion of our vessel operating expenses, primarily crew wages, are in currencies other than U.S. dollars (mainly in Euro), and any gain or loss we incur as a result of the U.S. dollar fluctuating in value against those currencies is included in vessel operating expenses. As of December 31, 2025, approximately 40% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar (mainly in Euro). We hold cash and cash equivalents mainly in U.S. dollars.
 
As of December 31, 2025, the Company was engaged in 12 Euro/U.S. dollar contracts totaling $14.1 million at an average forward rate of Euro/U.S. dollar 1.1749 expiring in monthly intervals up to December 2026. Furthermore, the Company was engaged in 12 Euro/U.S. dollar currency hedges totaling $21.2 million at an average call rate of Euro/U.S. dollar 1.1750, expiring in monthly intervals up to December 2026.
 
As of December 31, 2024, the Company was engaged in 12 Euro/U.S. dollar contracts totaling $39.6 million at an average forward rate of Euro/U.S. dollar 1.0837 expiring in monthly intervals up to December 2025.
 
We recognize these financial instruments on our balance sheet at their fair value. These foreign currency forward contracts do not qualify as hedging instruments, and thus we recognize changes in their fair value in our earnings.
 
Inflation
 
We do not consider inflation to be a significant risk to our business in the current environment.
 
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
Not applicable.
 
PART II
 
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
None.
 
131
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
A.          Material Modifications to the Rights of Security Holders
 
We adopted a stockholder rights plan on October 19, 2010 (as amended on October 21, 2025), that authorizes the issuance to our existing stockholders of preferred share rights and additional shares of common stock if any third party seeks to acquire control of a substantial block of our common stock. See “Item 10. Additional Information—B. Memorandum and Articles of Association— Stockholder Rights Plan” included in this annual report for a description of the stockholder rights plan.
 
ITEM 15.
CONTROLS AND PROCEDURES
 
A.          Disclosure Controls and Procedures
 
Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025. Based on our evaluation, the chief executive officer and the chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.
 
B.          Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and for the assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
 
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In making its assessment of our internal control over financial reporting as of December 31, 2025 management, including the chief executive officer and chief financial officer, used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”).
 
Management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Ernst & Young (Hellas) Certified Auditors Accountants S.A., our independent registered public accounting firm, has audited the financial statements included herein and our internal control over financial reporting and has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025 which is incorporated by reference into Item 15.C. below.
 
132
C.          Attestation Report of the Registered Public Accounting Firm
 
The attestation report on the Company’s internal control over financial reporting issued by the registered public accounting firm that audited the consolidated financial statements, Ernst & Young (Hellas) Certified Auditors Accountants S.A., appears under Item 18 and such report is incorporated herein by reference.
 
D.          Changes in Internal Control Over Financial Reporting
 
During the period covered by this annual report, we made no changes to our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
 
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
 
Our Audit Committee consists of two independent directors, Vagn Lehd Møller and Charlotte Stratos, who is the chairperson of the committee. Our board of directors has determined that Charlotte Stratos, whose biographical details are included in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management”, qualifies as an audit committee financial expert as defined under current SEC regulations.
 
ITEM 16B.
CODE OF ETHICS
 
We have adopted a Code of Business Conduct and Ethics for all officers and employees of our Company, a copy of which is posted on our website, and may be viewed at http://www.costamare.com/ethics. The information contained on or connected to our website is not part of this annual report.
 
We will also provide a paper copy of this document free of charge upon written request by our shareholders. Shareholders may direct their requests to the attention of Anastassios Gabrielides, Secretary, Costamare Inc., 7 rue du Gabian, MC 98000 Monaco. No waivers of the Code of Business Conduct and Ethics have been granted to any person during the fiscal year ended December 31, 2025.
 
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Ernst & Young (Hellas) Certified Auditors Accountants S.A., an independent registered public accounting firm, has audited our annual financial statements acting as our independent auditor for the fiscal years ended December 31, 2024 and 2025.
 
The chart below sets forth the total amount billed and accrued for Ernst & Young services performed in 2025 and 2024 and breaks down these amounts by the category of service.
 
   
2025
    
2024
  
Audit fees
  
€
700,000
    
€
1,105,000
  
Audit-related fees
  
€
 -    
€
12,000
  
Tax fees
  
€
 33,965    
€
18,769
  
Total fees
  
€
733,965
    
€
1,135,769
  

Audit Fees
 
Audit fees represent compensation for professional services rendered for the audit of the consolidated financial statements of the Company, for the audit of internal control over financial reporting as of December 31, 2025 and 2024 and for the review of the interim financial information. Audit fees also include fees for any services associated with audits of subsidiaries of the Company and with registration statements, reports and documents filed with the SEC.
 
133
Audit-Related Fees
 
Audit-related fees represent compensation for assurance professional services rendered that are reasonably related to the performance of the audit or review of financial statements and are not included in “Audit Fees.”
 
Tax fees
 
Tax fees include fees billed for tax compliance services, including services such as tax planning and advice for the years ended December 31, 2024 and December 31, 2025.
 
Pre-approval Policies and Procedures
 
The audit committee charter sets forth our policy regarding retention of the independent auditors, giving the audit committee responsibility for the appointment, compensation, retention and oversight of the work of the independent auditors. The audit committee charter provides that the committee is responsible for reviewing and approving in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services. The chairman of the audit committee or, in the absence of the chairman, any member of the audit committee designated by the chairman, has authority to approve in advance any lawfully permitted non-audit services and fees. The audit committee is authorized to establish other policies and procedures for the pre-approval of such services and fees. Where non-audit services and fees are approved under delegated authority, the action must be reported to the full audit committee at its next regularly scheduled meeting.
 
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
None.
 
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
On November 30, 2021, the board of directors approved a share repurchase program authorizing total repurchases of us to a maximum of $150 million of our common shares and up to $150 million of our preferred shares. Shares may be purchased from time to time in open market or privately negotiated transactions, or other financial arrangements at times and prices that are considered to be appropriate by the Company. The program may be suspended or discontinued at any time.
 
During the year ended December 31, 2022, the Company acquired, under the share purchase program, 4,736,702 common shares for a total amount of $60.1 million, with the average purchase price of $12.69 per share, including commissions. During the year ended December 31, 2023, the Company acquired, under the share purchase program, 6,267,808 common shares for a total amount of $60.0 million, with the average purchase price of $9.57 per share, including commissions. During the years ended December 31, 2024 and December 31, 2025, the Company did not acquire any common shares under the share purchase program.
 
Set forth below are the common shares purchased or received in 2025 by our chief executive officer and chairman, Konstantinos Konstantakopoulos, and entities controlled by Konstantinos Konstantakopoulos.
 
134
Period
  
Total Number of
Common Shares
Purchased
  
Average Price
Paid per
Share ($)
  
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs
  
Maximum
Number of Shares
that May Yet be
Purchased Under
the Plans or
Programs
January 2025
      
 
 
February 2025
      
 
 
March 2025
    
74,800
(1) 
 
 
April 2025
        
 
 
May 2025
        
 
 
June 2025
    
74,800
(1) 
 
 
July 2025
        
 
 
August 2025
        
 
 
September 2025
    
74,800
(1) 
 
 
October 2025
        
 
 
November 2025
        
 
 
December 2025
    
74,800
(1) 
 
 
Total
    
299,200
  
 
 


(1)
These shares were issued to Costamare Services by the Company pursuant to the Services Agreement in exchange for services provided to the Company’s vessel-owning subsidiaries.
 
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
Not Applicable.
 
ITEM 16G.
CORPORATE GOVERNANCE
 
Statement of Significant Differences Between our Corporate Governance Practices and the New York Stock Exchange Corporate Governance Standards for U.S. Non-Controlled Issuers
 
Overview
 
Pursuant to certain exceptions for foreign private issuers, we are not required to comply with certain of the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303A.11 of the NYSE Listed Company Manual and the requirements of Form 20-F, we are required to state any significant differences between our corporate governance practices and the practices required by the NYSE. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.
 
Independent Directors
 
Pursuant to NYSE Rule 303A.01, the NYSE requires that listed companies have a majority of independent directors. As permitted under Marshall Islands law and our bylaws, our board of directors consists of a majority of non-independent directors.
 
Corporate Governance, Nominating and Compensation Committee
 
NYSE Rules 303A.04 and 303A.05 require that a listed U.S. company have a nominating/corporate governance committee and a compensation committee, each composed entirely of independent directors. As permitted under Marshall Islands law, we have a combined corporate governance, nominating and compensation committee, which at present is composed wholly of two independent directors and one non-independent director.
 
135
NYSE Rules 303A.02 and 303A.05, contains independence requirements for compensation committee directors and compensation committee advisers for U.S. listed companies, as required by Dodd-Frank. Marshall Islands law does not have similar requirements, therefore we may not adhere to these new requirements.
 
Audit Committee
 
Pursuant to NYSE Rule 303A.07, the NYSE requires that the audit committee of a listed U.S. company have a minimum of three members. As permitted under Marshall Islands law, our audit committee consists of two members.
 
ITEM 16H.
MINE SAFETY DISCLOSURE
 
Not Applicable.
 
ITEM 16I.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 
Not Applicable.
 
ITEM 16J.
INSIDER TRADING POLICIES
 
Our board of directors has adopted an insider trading policy, which governs the purchase, sale, gift and other dispositions of our securities by directors, officers and employees of the Company and its subsidiaries as well as directors, officers and employees of Costamare Shipping Company S.A., other affiliated managers or consultants and agents or service providers which provide services to the Company as well as their family members, that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Policy Statement for Trading in Company Securities is attached as Exhibit 11.1 to this annual report.
 
ITEM 16K.
CYBERSECURITY
 
Risk Management and Strategy
 
The safe and efficient operation of our business including, but not limited to, billing, disbursements, accounting, vessel scheduling and vessel operations is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. Our processes for assessing, identifying and managing material risks from cybersecurity threats include:
 

 •
periodic discussion and assessment of perceived material risks from cybersecurity;
 

 •
internal and external system assessments such as penetration and vulnerability testing;
 

 •
system protection measures, such as email filtering and access management;
 

 •
regular threat monitoring, both against the Company and against other companies in the industry;
 

 •
incident response procedures, for identification, reporting and remediation;
 

 •
analysis of cybersecurity incidents and results of security operations monitoring;
 

 •
regular employee training;
 

 •
compliance procedures in place designed to assist in complying with mandatory data protection legislation; and
 
136

 •
the existence and periodic review of internal cybersecurity policies.
 
We also have processes to oversee and identify cybersecurity risks from cybersecurity threats associated with our use of our managers and other service providers. More specifically, we periodically discuss with our key third-party managers technical and organizational measures in terms of cybersecurity. In terms of Software as a Service (“SaaS”) providers, we monitor the relevant IT security measures through receiving and assessing third-party assurance reports. The results of these processes are taken into consideration in our annual risk assessment process, during which we identify mitigating actions and new security initiatives.
 
For a description of how risks from cybersecurity threats could materially affect us, including our business strategy, results of operations or financial condition, see “Item 3. Key Information—D. Risk Factors—Risks related to our Company—We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.” which is incorporated by reference into this Item 16K.
 
Governance
 
Our Audit Committee has ultimate responsibility for the oversight of cybersecurity risks and responses to cybersecurity incidents, should they arise. The Audit Committee is informed periodically regarding the status of initiatives to further reduce cybersecurity risk by the IT function and other functions as needed.
 
The key individuals responsible for the overall assessment and management of material risks from cybersecurity threats include the head of the IT function of Costamare Shipping and our general counsel. The head of our IT function possesses approximately 25 years of experience with informational technology and cybersecurity risk management and our general counsel employs extensive regulatory, risk assessment and organizational experience in oversight of our internal processes.
 
They receive information regarding the monitoring, prevention, detection, mitigation and remediation of cybersecurity incidents and proceed with necessary actions such as:
 

 •
updating relevant policies and procedures;
 

 •
implementing additional technical and organizational measures to reduce the level of cyber risk;
 

 •
engaging specialized third-party service providers;
 

 •
assessing the materiality and determination of disclosure obligations (in the event of a cybersecurity incident); and
 

 •
reporting to the Audit Committee.
 
Where events occur that do not escalate to cybersecurity incidents, the details of the relevant assessments are communicated to the general manager on an as-needed basis. However, if we were to become the subject of a cybersecurity incident, according to our policies, the key management would take the following steps:
 

 •
conduct an incident investigation;
 

 •
conduct an incident evaluation and classification;
 

 •
internal escalation to our executives;
 

 •
containment of the incident and recovery of any affected infrastructure;
 

 •
conduct a materiality assessment;
 
137

 •
determine reporting obligations; and
 

 •
report to the Audit Committee.
 
PART III
 
ITEM 17.
FINANCIAL STATEMENTS
 
Not Applicable.
 
ITEM 18.
FINANCIAL STATEMENTS
 
Reference is made to pages F-1 through F-56 included herein by reference.
 
ITEM 19.
EXHIBITS
 
Exhibit No.
Description
 
Second Amended and Restated Articles of Incorporation(1)
 
First Amended and Restated Bylaws(1)
 
Statement of Designation of Rights, Preferences and Privileges of Series F Preferred Stock of Costamare Inc.(7)
 
Description of Securities
 
Amended and Restated Restrictive Covenant Agreement dated  June 26, 2025 between Costamare Inc. and Konstantinos Konstantakopoulos
 
Form of Stockholders Rights Agreement between Costamare Inc. and American Stock Transfer & Trust Company, LLC(2)
 
First Amendment to the Stockholder Rights Agreement dated October 21, 2025 between Costamare Inc. and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company, LLC)(9)
 
Second Amended and Restated Trademark License Agreement dated  May 6, 2025 between Costamare Inc. and Costamare Shipping Company S.A.
 
Amended and Restated Restrictive Covenant Agreement dated June 26, 2025 between Costamare Inc. and Konstantinos Zacharatos
 
Amended and Restated Services Agreement dated May 6, 2025 by and between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd.
 
Amended and Restated Registration Rights Agreement dated as of November 27, 2015 between Costamare Inc. and the Shareholders named therein(3)
 
Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping Company S.A. and Blue Net Chartering GmbH & Co. KG(4)
 
Amended and Restated Framework Agreement dated May 6, 2025 by and between Costamare Inc. and Costamare Shipping Company S.A.
 
Second Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime Leasing Limited dated January 26, 2026 by and among Snow White Investments Limited, International Maritime Holdings A.G., Codrus Capital A.G., Stephen Asplin, Konstantinos Karamanis, Costamare Maritime Finance Limited and Neptune Maritime Leasing Limited
 
Amended and Restated Management Services Agreement dated March 14, 2023, among Neptune Maritime Leasing Limited and Neptune Global Financing Limited(5)
 
Form of Ship Management Agreement between certain vessel-owning subsidiaries of Costamare Inc. with Navilands Container Management Ltd.(5)
 
Separation and Distribution Agreement dated May 5, 2025 between Costamare Inc. and Costamare Bulkers Holdings Limited (8)
 
List of Subsidiaries of Costamare Inc.
 
Policy Statement for Trading in Company Securities(6)
 
Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Executive Officer
 
Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Financial Officer

138
Exhibit No.
  
Description
 
Costamare Inc. Certification of Konstantinos Konstantakopoulos, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
 
Costamare Inc. Certification of Gregory Zikos, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
 
Consent of Independent Registered Public Accounting Firm
 
Incentive Compensation Recovery Policy(5)
101.INS
  
XBRL Instance Document
101.SCH
  
XBRL Taxonomy Extension Schema
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase
101.LAB
  
XBRL Taxonomy Extension Label Linkbase
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase


(1)
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 1, 2013 and hereby incorporated by reference to such Annual Report.
(2)
Previously filed as an exhibit to Costamare Inc.’s Registration Statement on Form F-1 (File No. 333-170033), declared effective by the SEC on November 3, 2010 and hereby incorporated by reference to such Registration Statement.
(3)
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 27, 2016 and hereby incorporated by reference to such Annual Report.
(4)
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC on March 7, 2019 and hereby incorporated by reference to such Annual Report.
(5)
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 29, 2024 and hereby incorporated by reference to such Annual Report.
(6)
Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025 and hereby incorporated by reference to such Annual Report.
(7)
Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on October 15, 2025 and hereby incorporated by reference to such Form 6-K.
(8)
Previously filed as an exhibit to Costamare Bulkers Holdings Limited’s Report on Form 6-K, filed with the SEC on May 7, 2025 and hereby incorporated by reference to such Form 6-K.
(9)
Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on October 21, 2025 and hereby incorporated by reference to such Form 6-K.

The registrant hereby agrees to furnish to the SEC upon request a copy of any instrument relating to long-term debt that does not exceed 10% of the total assets of the Company and its subsidiaries.
 
139
SIGNATURE
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
COSTAMARE INC.,



By:
/s/ Konstantinos Konstantakopoulos


Name:
Konstantinos Konstantakopoulos


Title:
Chief Executive Officer




Dated:  March 4, 2026




140

 

COSTAMARE INC.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID #1457)

F-2

Report of Independent Registered Public Accounting Firm

F-4

Consolidated Balance Sheets As of December 31, 2024 and 2025

F-5
Consolidated Statements of Income For The Years Ended December 31, 2023, 2024, and 2025

F-6

Consolidated Statements of Comprehensive Income For The Years Ended December 31, 2023, 2024 and 2025

F-7

Consolidated Statements of Stockholders’ Equity For the years ended December 31, 2023, 2024 and 2025

F-8

Consolidated Statements of Cash Flows December 31, 2023, 2024 and 2025

F-9

Notes to Consolidated Financial Statements

F-10

 

F-1

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of Costamare Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Costamare Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 4, 2026 expressed an unqualified opinion thereon.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

   

Impairment of vessels

     

Description of the Matter

  

At December 31, 2025, the carrying value of the Company’s vessels was $2,738,982 thousand. As discussed in Notes 2(k), and 8 to the consolidated financial statements, the Company evaluates its vessels for impairment whenever events or changes in circumstances indicate that the carrying value of a vessel might exceed its fair value in accordance with the guidance in ASC 360 – Property, Plant and Equipment. As part of the assessment performed, management analyzes the future undiscounted net operating cash flows expected to be generated throughout the remaining useful life of each vessel and compares it to the carrying value to conclude whether indicators of impairment exist. Where the vessel’s carrying value exceeds the undiscounted net operating cash flows, management will recognize an impairment loss equal to the excess of the carrying value over the fair value of the vessel. During the year ended December 31, 2025, the Company recognized no impairment charge for any of its vessels.

 

Auditing management’s recoverability assessment was complex given the judgement and estimation uncertainty involved in determining the assumption of the future charter rates for non-contracted revenue days, when forecasting net operating cash flows. These rates are particularly subjective as they involve the development and use of assumptions about shipping market through the end of the useful lives of the vessels which are forward looking and subject to the inherent unpredictability of future global economic and market conditions.

 

F-2

How We Addressed the Matter in Our Audit

  

We obtained an understanding of the Company’s impairment process, evaluated the design, and tested the operating effectiveness of the controls over the Company’s determination of future charter rates for non-contracted revenue days.

 

We analyzed management’s impairment assessment by comparing the methodology used to evaluate impairment of each vessel against the accounting guidance in ASC 360. To test management’s undiscounted net operating cash flow forecasts, our procedures included, among others, comparing the future vessel charter rates used by management for non-contracted revenue days, with historical market data from external analysts, historical data for vessels, and recent economic and industry changes. In addition, we performed sensitivity analyses to assess the impact of changes to future charter rates for non-contracted revenue days in the determination of the net operating cash flows. We assessed the adequacy of the Company’s disclosures in Notes 2(k), and 8 to the consolidated financial statements.

 

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

 

We have served as the Company's auditor since 2009. We have previously also served as the auditor of combined financial statements which included certain of the Company’s subsidiaries since at least 1988, but we are unable to determine the specific year.

 

Athens, Greece

March 4, 2026


F-3

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of Costamare Inc.

 

Opinion on Internal Control Over Financial Reporting

 

We have audited Costamare Inc.’s internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Costamare Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Costamare Inc. as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated March 4, 2026 expressed an unqualified opinion thereon.

 

Basis for Opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

 

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

 

Athens, Greece
March 4, 2026


F-4

COSTAMARE INC.

Consolidated Balance Sheets

As of December 31, 2024 and 2025

(Expressed in thousands of U.S. dollars)

 

   

December 31, 2024

    

December 31, 2025

  

ASSETS

                

CURRENT ASSETS:

                

Cash and cash equivalents (Note 2(e))

   $ 656,880     $ 519,847  

Restricted cash (Note 2(e))

     17,203       8,123  

Accounts receivable, net (Note 4)

     5,863       11,580  

Inventories (Note 7)

     13,156       14,121  

Fair value of derivatives (Notes 19 and 20)

     10,410       5,349  

Insurance claims receivable

     8,039       7,005  

Time charter assumed (Note 12)

     195       74  

Accrued charter revenue (Note 12)

     11,929       5,576  

Short-term investments (Note 6)

     18,499       19,276  

Investment in leaseback vessels (Note 11(b))

     30,561       55,075  

Net investment in sales type lease vessels, current (Note 11(c))

     12,748       -  

Prepayments and other assets

     16,823       44,642  

Total current assets of continuing operations

     802,306       690,668  

Current assets of discontinued operations (Note 3)

     237,910       -  

Total current assets

     1,040,216       690,668  

FIXED ASSETS, NET:

                

Vessels and advances, net (Note 8)

     2,715,168       2,738,982  

Fixed assets of discontinued operations (Note 3)

     671,844       -  

Total fixed assets, net

     3,387,012       2,738,982  

OTHER NON-CURRENT ASSETS:

                

Investment in leaseback vessels, non-current (Note 11(b))

     222,088       309,515  

Accounts receivable, non-current (Note 4)

     1,950       2,025  

Deferred charges, net (Note 9)

     52,688       53,792  

Finance leases, right-of-use assets (Note 11(a))

     37,818       -  

Due from related parties, non-current (Note 4)

     1,125       1,125  

Net investment in sales type lease vessels, non-current (Note 11(c))

     6,734       11,282  

Restricted cash, non-current (Note 2(e))

     45,922       42,307  

Time charter assumed, non-current (Note 12)

     74       -  

Accrued charter revenue, non-current (Note 12)

     2,688       3,672  

Fair value of derivatives, non-current (Notes 19 and 20)

     21,235       9,294  

Total non-current assets of continuing operations

     392,322       433,012  

Non-current assets of discontinued operations (Note 3)

     329,137       -  

Total non-current assets

     721,459       433,012  

Total assets

   $ 5,148,687     $ 3,862,662  

LIABILITIES AND STOCKHOLDERS’ EQUITY

                

CURRENT LIABILITIES:

                

Current portion of long-term debt, net of deferred financing costs (Note 10)

   $ 287,360     $ 268,131  

Accounts payable

     7,948       11,267  

Due to related parties (Note 4)

     1,514       7,224  

Finance lease liability (Note 11(a))

     23,877       -  

Accrued liabilities

     20,672       22,620  

Unearned revenue (Note 12)

     24,902       42,627  

Fair value of derivatives (Notes 19 and 20)

     19,756       24  

Other current liabilities

     24,564       46,675  

Total current liabilities of continuing operations

     410,593       398,568  

Current liabilities of discontinued operations (Note 3)

     334,967       -  

Total current liabilities

     745,560       398,568  

NON-CURRENT LIABILITIES:

                

Long-term debt, net of current portion and deferred financing costs (Note 10)

     1,410,480       1,246,707  

Fair value of derivatives, non-current portion (Notes 19 and 20)

     -       45  

Unearned revenue, net of current portion (Note 12)

     14,620       43,161  

Other non-current liabilities

     11,099       15,225  

Total non-current liabilities of continuing operations

     1,436,199       1,305,138  

Non-current liabilities of discontinued operations (Note 3)

     398,322       -  

Total non-current liabilities

     1,834,521       1,305,138  

COMMITMENTS AND CONTINGENCIES (Note 13)

     -
       -
  

Temporary equity – Redeemable non-controlling interest in subsidiary – (Note 14)

     (2,453 )     -  

STOCKHOLDERS’ EQUITY:

                

Preferred stock (Note 15)

     -       -  

Common stock (Note 15)

     13       13  

Treasury stock (Note 15)

     (120,095 )     (120,095 )

Additional paid-in capital

     1,336,646       1,333,223  

Retained earnings

     1,279,605       868,733  

Accumulated other comprehensive income (Notes 19 and 21)

     17,345       4,320  

Total Costamare Inc. stockholders’ equity

     2,513,514       2,086,194  

Non-controlling interest (Note 1)

     57,545       72,762  

Total stockholders’ equity

     2,571,059       2,158,956  

Total liabilities and stockholders’ equity

   $ 5,148,687     $ 3,862,662  

 

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

 

F-5

COSTAMARE INC.

Consolidated Statements of Income

For the years ended December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data)

 

   

For the years ended December 31,

  
   

2023

    

2024

    

2025

  

REVENUES:

                        

Voyage revenue

   $ 839,374     $ 864,545     $ 846,674  

Income from investments in leaseback vessels

     8,915       23,947       31,226  

Total revenues

   $ 848,289     $ 888,492     $ 877,900  

EXPENSES:

                        

Voyage expenses

     (12,490 )     (25,769 )     (52,002 )

Voyage expenses-related parties (Note 4)

     (11,881 )     (12,163 )     (11,252 )

Vessels’ operating expenses

     (160,868 )     (157,919 )     (162,481 )

General and administrative expenses

     (9,682 )     (13,303 )     (10,099 )

General and administrative expenses – related parties (Note 4)

     (8,542 )     (11,376 )     (9,896 )

Management fees-related parties (Note 4)

     (27,480 )     (28,641 )     (28,917 )

Amortization of dry-docking and special survey costs (Note 9)

     (15,344 )     (17,345 )     (19,794 )

Depreciation (Notes 8, 11 and 21)

     (126,719 )     (126,821 )     (129,538 )

Gain on sale of vessels, net (Note 8)

     117,544       -       -  

Foreign exchange gains /(losses)

     2,145       (5,451 )     2,269  

Operating income

     594,972       489,704       456,190  

OTHER INCOME / (EXPENSES):

                        

Interest income

     30,082       31,712       19,317  

Interest and finance costs (Note 17)

     (119,623 )     (109,620 )     (91,359 )

Income from equity method investments

     764       12       -  

Other, net

     1,832       1,396       966  

Gain / (loss) on derivative instruments, net (Note 19)

     10,873       (5,861 )     11,433  

Total other expenses, net

     (76,072 )     (82,361 )     (59,643 )

Net income from continuing operations

   $ 518,900     $ 407,343     $ 396,547  

Net Loss from discontinued operations (Note 3)

     (137,881 )     (91,009 )     (27,547 )

Net income

   $ 381,019     $ 316,334     $ 369,000  

Net (income) / loss attributable to the non-controlling interest (Notes 14 and 16)

     4,730       3,585       (4,425 )

Net income attributable to Costamare Inc.

   $ 385,749     $ 319,919     $ 364,575  

Earnings allocated to Preferred Stock (Note 16)

     (31,068 )     (23,796 )     (20,920 )

Deemed dividend to Series E Preferred Stock

     -       (5,446 )     -  

Net income available to Common Stockholders

   $ 354,681     $ 290,677     $ 343,655  

Earnings per common share, basic and diluted - Total (Note 16)

   $ 2.95     $ 2.44     $ 2.86  

Earnings per common share, basic and diluted – Continuing operations (Note 16)

   $ 4.09     $ 3.15     $ 3.09  

Losses per common share, basic and diluted – Discontinued operations (Note 16)

   $ (1.15 )   $ (0.71 )   $ (0.23 )

Weighted average number of shares, basic and diluted (Note 16)

     120,299,172       119,299,405       120,198,853  

 

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


F-6

COSTAMARE INC.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars)

 

   

For the years ended December 31,

  
   

2023

        2024    

2025

  

Net income from continuing operations

   $ 518,900     $ 407,343     $ 396,547
  

Net Loss from discontinued operations (Note 3)

     (137,881 )     (91,009 )     (27,547 )

Net income for the year

   $ 381,019
     $ 316,334     $ 369,000
  

Other comprehensive income / (loss):

                        

Unrealized loss on cash flow hedges, net (Notes 19 and 21)

     (29,876 )     (9,968 )     (17,265 )

Reclassification of amount excluded from the interest rate caps assessment of effectiveness based on an amortization approach to Interest and finance costs (Notes 17, 19 and 21)

     4,354       6,084       4,092  

Effective portion of changes in fair value of cash flow hedges (Notes 19 and 21)

     425       (157 )     -  

Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Notes 19 and 21)

     63       63       63  

Other comprehensive loss for the year

   $ (25,034 )   $ (3,978 )   $ (13,110 )
Other comprehensive (income) / loss attributable to the non-controlling interest (Note 21)     -       (64 )     85  

Other comprehensive loss attributable to Costamare Inc.

   $ (25,034 )   $ (4,042 )   $ (13,025 )
                         

Total comprehensive income for the year

  $ 355,985     $ 312,356     $ 355,890  
                         
Total comprehensive (income) / loss attributable to the non-controlling interest     4,730       3,521       (4,340 )

Total comprehensive income for the year attributable to Costamare Inc.

   $ 360,715     $ 315,877     $ 351,550  

 

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

 

F-7

COSTAMARE INC.

Consolidated Statements of Stockholders’ Equity

For the years ended December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data)

 

   

Preferred Stock (Series F)

    

Preferred Stock (Series E)

    

Preferred Stock (Series D)

    

Preferred Stock (Series C)

    

Preferred Stock (Series B)

    

Common Stock

    

Treasury Stock

                                                  
   

# of shares

    

Par value

    

# of shares

    

Par value

    

# of shares

    

Par value

    

# of shares

    

Par value

    

# of shares

    

Par value

    

# of shares

    

Par value

    

# of shares

    

Amount

    

Additional Paid-in Capital

    

Accumulated Other Comprehensive Income / (Loss)

    

(Accumulated deficit)/ Retained Earnings

    

Costamare Inc.

    

Non-controlling interest

    

Total

  

BALANCE, January 1, 2023

     -     $ -       4,574,100     $ -       3,986,542     $ -       3,973,135     $ -       1,970,649     $ -       127,038,413     $ 12       (4,736,702 )   $ (60,095 )   $ 1,423,954     $ 46,421     $ 746,658     $ 2,156,950     $ -     $ 2,156,950
  

-Acquisition of non-controlling interest (Note 1)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       34,132       34,132  

- Net income

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       385,749       385,749       1,878       387,627  

- Issuance of subsidiary shares to non-controlling interest

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       (10,831 )     -       -       (10,831 )     22,091       11,260  

- Issuance of common stock (Notes 4 and 15)

     -       -       -       -       -       -       -       -       -       -       2,340,720       1       -       -       22,171       -       -       22,172       -       22,172  

- Repurchase of common stock (Note 15)

     -       -       -       -       -       -       -       -       -       -       -       -       (6,267,808 )     (60,000 )     -       -       -       (60,000 )     -       (60,000 )

- Dividends to non-controlling shareholders of subsidiary

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (1,872 )     (1,872 )

- Dividends – Common stock (Note 15)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (55,407 )     (55,407 )     -       (55,407 )

- Dividends – Preferred stock (Note 15)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (31,068 )     (31,068 )     -       (31,068 )

- Other comprehensive income (Note 19 and 21)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (25,034 )     -       (25,034 )     -       (25,034 )

BALANCE, December 31, 2023

     -     $ -       4,574,100     $ -       3,986,542     $ -       3,973,135     $ -       1,970,649     $ -       129,379,133     $ 13       (11,004,510 )   $ (120,095 )   $ 1,435,294     $ 21,387     $ 1,045,932     $ 2,382,531     $ 56,229     $ 2,438,760
  

- Net income (1)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       319,919       319,919       3,254       323,173  

-Acquisition of non-controlling interest (Notes 1 and 14)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       (7,142 )     -       -       (7,142 )     -       (7,142 )

- Issuance of subsidiary shares to non-controlling interest (Note 1)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       (591 )     -       -       (591 )     973       382  

- Issuance of common stock (Notes 4 and 15)

     -       -       -       -       -       -       -       -       -       -       1,579,810       -       -       -       19,683       -       -       19,683       -       19,683  

-Redemption of Preferred Stock (Series E) (Note 15)

     -       -       (4,574,100 )     -       -       -       -       -       -       -       -       -       -       -       (110,598 )     -       (5,446 )     (116,044 )     -       (116,044 )

- Dividends to non-controlling shareholders of subsidiary

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (2,975 )     (2,975 )

- Dividends – Common stock (Note 15)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (54,806 )     (54,806 )     -       (54,806 )

- Dividends – Preferred stock (Note 15)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (25,994 )     (25,994 )     -       (25,994 )

- Othercomprehensive loss (Notes 19 and 21)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (4,042 )     -       (4,042 )     64       (3,978 )

BALANCE, December 31, 2024

     -     $ -       -     $ -       3,986,542     $ -       3,973,135     $ -       1,970,649     $ -       130,958,943     $ 13       (11,004,510 )   $ (120,095 )   $ 1,336,646     $ 17,345     $ 1,279,605     $ 2,513,514     $ 57,545     $ 2,571,059
  

- Net income (1)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       364,575       364,575       4,638       369,213  

- Issuance of subsidiary shares to non-controlling interest

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       (8,063 )     -       -       (8,063 )     14,173       6,110  

- Change in non-controling interest of the subsidiary (Note 14)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       (2,666 )     -       -       (2,666 )     -       (2,666 )

- Distribution to shareholders (Note 1)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (699,239 )     (699,239 )     -       (699,239 )

- Issuance of common stock (Notes 4 and 15)

     -       -       -       -       -       -       -       -       -       -       629,496       -       -       -       7,306       -       -       7,306       -       7,306  

-Issuance of Preferred Stock (Series F) (Note 15)

     1,200       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -  

- Dividends to non-controlling shareholders of subsidiary

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (3,509 )     (3,509 )

- Dividends – Common stock (Note 15)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (55,288 )     (55,288 )     -       (55,288 )

- Dividends – Preferred stock (Note 15)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (20,920 )     (20,920 )     -       (20,920 )

- Other comprehensive loss (Notes 19 and 21)

     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       (13,025 )     -       (13,025 )     (85 )     (13,110 )

BALANCE, December 31, 2025

     1,200     $ -       -     $ -       3,986,542     $ -       3,973,135     $ -       1,970,649     $ -       131,588,439     $ 13       (11,004,510 )   $ (120,095 )   $ 1,333,223     $ 4,320     $ 868,733     $ 2,086,194     $ 72,762     $ 2,158,956
  

 

 

(1)

Net income excludes net loss of $6,608, $6,839 and $213, for the years ended December 31, 2023, 2024 and 2025 respectively, attributable to redeemable non-controlling interest classified outside of permanent equity (Note 14).

 

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

 

F-8

COSTAMARE INC.

Consolidated Statements of Cash Flows

For the years ended December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars)

 

   

For the years ended December 31,

  
   

2023

    

2024

    

2025

  

Cash Flows From Operating Activities of Continuing Operations:

                        

Net income:

   $ 381,019     $ 316,334     $ 369,000
  

Less: Net loss from discontinued operations

     137,881       91,009       27,547  

Net income from continuing operations

     518,900       407,343       396,547  

Adjustments to reconcile net income from Continuing operations to net cash provided by operating activities:

                       

Depreciation

     126,719       126,821       129,538  

Amortization and write-off of financing costs

     7,946       7,507       6,354  

Amortization of deferred dry-docking and special survey costs

     15,344       17,345       19,794  

Amortization of assumed time charter

     (197 )     (470 )     130  

Amortization of deferred revenue

     -       -       (4,122 )

Amortization of hedge effectiveness excluded component from cash flow hedges

     2,824       4,110       4,092  

Equity based payments

     5,850       8,427       6,979  

Increase in short-term investments

     (3,618 )     (926 )     (543 )

(Gain) / Loss on derivative instruments, net

     330       5,945       (20,258 )

Gain on sale of vessels, net

     (117,544 )     -       -  

Income from equity method investments

     (764 )     (12 )     -  

Changes in operating assets and liabilities of continuing operations:

                        

Accounts receivable

     (2,978 )     3,753       (5,792 )

Due from related parties

     1,109       1,347       -  

Inventories

     4,647       466       (965 )

Insurance claims receivable

     (17,773 )     (1,787 )     (978 )

Prepayments and other

     1,458       222       (2,103 )

Accounts payable

     (3,325 )     (3,636 )     3,319  

Due to related parties

     1,787       2,354       5,710  

Accrued liabilities

     (2,413 )     (2,985 )     2,266  

Unearned revenue

     (5,389 )     676       1,806  

Other liabilities

     8,973       10,460       2,107  

Dividends from equity method investees

     4,002       -       -  

Dry-dockings

     (31,110 )     (15,831 )     (20,898 )

Accrued charter revenue

     8,804       15,739       13,884  

Net Cash provided by Operating Activities from Continuing Operations

     523,582       586,868       536,867  
                         

Cash Flows From Investing Activities of Continuing Operations:

                        

Capital provided to equity method investments

     (1,274 )     -       -  

Return of capital from equity method investments

     2,927       544       -  

Payments to acquire short-term investments

     (199,555 )     (72,064 )     (37,816 )

Settlements of short-term investments

     305,695       71,983       37,582  

Proceeds from the settlement of insurance claims

     5,684       8,903       2,012  

Acquisition of a subsidiary, net of cash acquired

     2,796       -       -  

Acquisition of non-controlling interest in subsidiary

     -       (282 )     (1,687 )

Intragroup contribution to discontinued operations

     (100,000 )     -       -  

Issuance of investments in leaseback vessels

     (198,832 )     (99,399 )     (233,145 )

Capital collections from vessels’ leaseback arrangements

     18,832       65,786       123,018  

Vessel acquisitions and advances/Additions to vessel cost

     (7,632 )     (8,222 )     (68,971 )

Proceeds from the sale of vessels, net

     160,073       -       -  

Net Cash used in Investing Activities from Continuing Operations

     (11,286 )     (32,751 )     (179,007 )
                         

Cash Flows From Financing Activities of Continuing Operations:

                        

Proceeds from long-term debt and finance leases

     470,977       134,996       507,220  

Repayment of long-term debt and finance leases

     (758,260 )     (559,483 )     (838,609 )

Payment of financing costs

     (18,680 )     (1,306 )     (3,022 )

Capital contribution from non-controlling interest to subsidiary

     12,413       376       6,110  

Repurchase of common stock

     (60,000 )     -       -  

Redemption of preferred stock (Series E)

     -       (114,353 )     -  

Cash contribution to spun-off entities

     -       -       (100,000 )

Dividends paid

     (71,867 )     (74,147 )     (79,287 )

Net Cash used in Financing Activities from Continuing Operations

     (425,417 )     (613,917 )     (507,588 )
                         

Cash flows of discontinued operations:

                        

Net cash provided by / (used in) Operating Activities from discontinued operations

     (192,214 )     (49,152 )     7,407  

Net cash provided by / (used in) Investing Activities from discontinued operations

     (9,621 )     (46,756 )     9,995  

Net cash provided by / (used in) Financing Activities from discontinued operations

     128,602       108,440       (75,333 )

Net cash provided by / (used in) discontinued operations

     (73,233 )     12,532       (57,931 )
                         

Net increase / (decrease) in cash, cash equivalents and restricted cash

     13,646       (47,268 )     (207,659 )

Cash, cash equivalents and restricted cash at beginning of the year

     811,558       825,204       777,936  

Cash, cash equivalents and restricted cash at end of the year

   $ 825,204     $ 777,936     $ 570,277  
                         

Supplemental Cash Information:

                        

Cash paid during the year for interest, net of capitalized interest

   $ 126,479     $ 122,104     $ 92,222  

Non-Cash Investing and Financing Activities:

                        

Dividend reinvested in common stock of the Company

   $ 16,321     $ 11,256     $ 328  

Deferred rent recognition in connection with vessel acquisitions

   $ -     $ -     $ 46,500  

 

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

 

F-9

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information

 

The accompanying consolidated financial statements include the accounts of Costamare Inc. (“Costamare”) and its wholly-owned and majority-owned or controlled subsidiaries (collectively, the “Company”). Costamare is organized under the laws of the Republic of the Marshall Islands.

 

On November 4, 2010, Costamare completed its initial public offering (“Initial Public Offering”) in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”). During the year ended December 31, 2025, the Company issued 598,400 shares to Costamare Shipping Services Ltd. (“Costamare Services”) (Note 4). On July 6, 2016, the Company implemented a dividend reinvestment plan (the “Plan”) (Note 15). As of December 31, 2025, under the Plan, the Company has issued to its common stockholders 21,823,024 shares, in aggregate. As of December 31, 2025, the aggregate outstanding share capital was 120,583,929 common shares. As of December 31, 2025, members of the Konstantakopoulos Family owned, directly or indirectly, approximately 63.7% of the outstanding common shares, in the aggregate.

 

During the fourth quarter of 2022, the Company established a dry bulk operating platform under Costamare Bulkers Inc. (“CBI”), which was a majority-owned subsidiary of Costamare organized in the Republic of the Marshall Islands (Note 14). CBI charters-in and charters-out dry bulk vessels, enters into contracts of affreightment and forward freight agreements (“FFAs”) and may also utilize hedging solutions.

 

Neptune Maritime Leasing Limited (“NML”) was established in 2021 to acquire, own and bareboat charter-out vessels through its wholly-owned subsidiaries. In March 2023, the Company entered into an agreement with NML pursuant to which it agreed to invest in NML’s ship sale and leaseback business up to $200,000 in exchange for up to 40% of its ordinary shares and up to 79.05% of its preferred shares. In addition, the Company received a special ordinary share in NML which carries 75% of the voting rights of the ordinary shares providing control over NML.

 

On April 17, 2025, the board of directors of Costamare approved the spin-off of its dry bulk business into a standalone public company, Costamare Bulkers Holdings Limited (“Costamare Bulkers”), a company organized under the laws of the Republic of the Marshall Islands, by way of a pro rata distribution of Costamare Bulkers shares to Costamare shareholders (the “Spin-Off”). In connection with the Spin-Off, the Company undertook a series of transactions and entered into various agreements effecting the separation of its dry bulk business (including its existing dry-bulk owned fleet) as provided in the Separation and Distribution Agreement, which governs the relationship between the Company and Costamare Bulkers and allocates between the two companies various assets, liabilities and obligations. The Company had previously contributed to Costamare Bulkers the shares of 67 wholly-owned companies, out of which 38 companies owned dry bulk vessels, 17 companies had previously owned and sold or had agreed to sell their dry bulk vessels and 12 companies were to be used for future dry bulk vessel acquisitions.

 

On May 6, 2025, Costamare completed the Spin-Off of Costamare Bulkers and distributed to Costamare shareholders of record on April 29, 2025, on a pro rata basis, one common share of Costamare Bulkers for every five Costamare common shares (24,022,218 Costamare Bulkers shares were distributed to the Costamare shareholders). On the same day, Costamare Bulkers acquired the shares of CBI from Costamare and a minority shareholder. The shares of Costamare Bulkers began “regular way” trading separately from the Company shares on the NYSE on May 7, 2025. The distribution of Costamare Bulkers shares to the shareholders of the Company was recorded at the carrying amount of Costamare Bulkers’ net assets of $699,239 as of May 6, 2025. Pursuant to the Separation and Distribution Agreement, Costamare also contributed $100,000 in cash to Costamare Bulkers, prepaid $150,225 in bank loans associated with the Costamare Bulkers business and settled or extinguished all intercompany balances between Costamare and Costamare Bulkers.

 

F-10

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The assets and liabilities of Costamare Bulkers on May 6, 2025 were as follows:

 

   

May 6, 2025

  

Cash and cash equivalents and restricted cash

   $ 131,791
  

Margin deposits

     28,247  

Accounts receivable, net

     37,443  

Inventories

     38,377
  

Due from related parties

     12,157  

Fair value of derivatives

     256  

Insurance claims receivable

     3,291  

Prepayments and other assets

     37,022  

Vessels held for sale

     7,801  

Vessels and advances, net

     634,727
  

Deferred charges, net

     21,583  

Operating leases, right-of-use assets

     246,689
  

Total assets

     1,199,384
  

Long-term debt, net of deferred financing costs

     (171,910 )

Accounts payable

     (27,330 )

Due to related parties

     (16,407 )

Operating lease liabilities

     (242,150 )

Accrued liabilities

     (13,505 )

Unearned revenue

     (14,102 )

Fair value of derivatives

     (6,078 )

Other current liabilities

     (8,663 )

Total liabilities

     (500,145 )

Net assets of Costamare Bulkers

   $ 699,239
  

 

Results of operations, cash flows, assets and liabilities that were part of the entities spun off are reported as discontinued operations for all periods presented (Note 3).

 

As of December 31, 2025, the Company owned and/or operated a fleet of 69 container vessels with a total carrying capacity of approximately 519,530 twenty-foot equivalent units (“TEU”) through wholly-owned subsidiaries. As of December 31, 2024, the Company owned and/or operated a fleet of 68 container vessels with a total carrying capacity of approximately 512,989 TEU, through wholly-owned subsidiaries. The Company provides worldwide marine transportation services by chartering its container vessels to some of the world’s leading liner operators.

 

As of December 31, 2025, Costamare had 86 wholly-owned subsidiaries incorporated in the Republic of Liberia and 15 incorporated in the Republic of the Marshall Islands. In addition, as of December 31, 2025, Costamare controlled one company incorporated under the laws of Jersey, which had 53 subsidiaries incorporated in the Republic of the Marshall Islands and six incorporated in the Republic of Liberia.

 

2. Significant Accounting Policies and Recent Accounting Pronouncements:

 

(a) Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Costamare and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.


F-11

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Costamare, as the holding company, determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity. Under Accounting Standards Codification (“ASC”) 810 “Consolidation”, a voting interest entity is an entity in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make financial and operating decisions. Costamare consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%), of the voting interest. Variable interest entities (“VIE”) are entities as defined under ASC 810-10, that, in general, either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company absorbs a majority of an entity’s expected losses, receives a majority of an entity’s expected residual returns, or both. The company with a controlling financial interest, known as the primary beneficiary, is required to consolidate the VIE. The Company evaluates all arrangements that may include a variable interest in an entity to determine if it may be the primary beneficiary, and would be required to include assets, liabilities and operations of a VIE in its consolidated financial statements. As of December 31, 2024 and 2025 no such interest existed.

 

(b) Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

(c) Comprehensive Income / (Loss): In the statement of comprehensive income, the Company presents the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by shareholders and distributions to shareholders. The Company follows the provisions of ASC 220 “Comprehensive Income”, and presents items of net income, items of other comprehensive income (“OCI”) and total comprehensive income in two separate but consecutive statements. Reclassification adjustments between OCI and net income are required to be presented separately on the statement of comprehensive income.

 

(d) Foreign Currency Translation: The functional currency of the Company is the U.S. dollar because the Company’s vessels operate in international shipping markets and, therefore, primarily transact business in U.S. dollars. The Company’s books of accounts are maintained in U.S. dollars. Transactions involving other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. dollars at the year-end exchange rates. Resulting gains or losses are reflected separately in the accompanying consolidated statements of income.

 

(e) Cash, Cash Equivalents and Restricted Cash: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. Cash also includes other kinds of accounts that have the general characteristics of demand deposits in that the customer may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty.

 

Restricted cash consists of minimum cash deposits to be maintained at all times under certain of the Company’s loan agreements. Restricted cash also includes bank deposits and deposits in so-called “retention accounts” that are required under the Company’s borrowing arrangements which are used to fund the loan installments coming due. The funds can only be used for the purposes of loan repayment. A reconciliation of the cash, cash equivalents and restricted cash is presented in the table below:

 

   

For the years ended December 31,

  
   

2023

    

2024

    

2025

  

Reconciliation of cash, cash equivalents and restricted cash

                        

Cash and cash equivalents

   $ 710,607
     $ 656,880
     $ 519,847
  

Restricted cash – current portion

     8,785
       17,203
       8,123
  

Restricted cash – non-current portion

     60,413
       45,922
       42,307
  

Total cash, cash equivalents and restricted cash

   $ 779,805     $ 720,005     $ 570,277  

 

F-12

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(f) Accounts Receivable, net – Credit losses Accounting: The amount shown as receivables, at each balance sheet date, mainly includes receivables from charterers for hire, net of any provision for doubtful accounts and accrued interest on these receivables, if any. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to determine adjustments to historical loss data. The Company assessed that any impairment of accounts receivable arising from operating leases, i.e. time charters, should be accounted in accordance with ASC 842, and not in accordance with Topic 326. With regards to operating lease receivables, ASC 842 requires lessors to evaluate the collectability of all lease payments. If collection of all operating lease payments, plus any amount necessary to satisfy a residual value guarantee, is not probable (either at lease commencement or after the commencement date), lease income is constrained to the lesser of cash collected or lease income reflected on a straight-line or another systematic basis, plus variable rent when it becomes accruable. The provision established for doubtful accounts as of December 31, 2024 and 2025 was nil.

 

(g) Inventories: Inventories consist of bunkers, lubricants and spare parts which are stated at the lower of cost and net realizable value on a consistent basis. Cost is determined by the first in, first out method.

 

(h) Insurance Claims Receivable: The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the claim is not subject to litigation. The Company assessed the provisions of “ASC 326 Financial Instruments — Credit Losses” by assessing the counterparties’ credit worthiness and concluded that there is no material impact in the Company’s financial statements.

 

(i) Vessels, Net: Vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise, these amounts are charged to expense as incurred. The cost of each of the Company’s vessels is depreciated from the date of acquisition on a straight-line basis over the vessel’s remaining estimated economic useful life, after considering the estimated residual value which is equal to the product of vessels’ lightweight tonnage and estimated scrap rate.

 

Management estimates the useful life of the Company’s container vessels to be 30 years, from the date of initial delivery from the shipyard and the estimated scrap rate used to calculate the vessels’ salvage value is $0.300 per lightweight ton. Secondhand container vessels are depreciated from the date of their acquisition through their remaining estimated useful life. If the estimated economic lives assigned to the Company’s vessels prove to be too long because of unforeseen events such as an extended period of weak markets, the broad imposition of age restrictions by the Company’s customers, new regulations, or other events, the remaining estimated useful life of any affected vessel is adjusted accordingly.

 

(j) Time Charters Assumed with the Acquisition of Second-hand Vessels: The Company records identified assets or liabilities associated with the acquisition of a vessel at fair value, determined by reference to market data. The Company values any asset or liability arising from the market value of any time charters assumed when a vessel is acquired from entities that are not under common control. This policy does not apply when a vessel is acquired from entities that are under common control. The amount to be recorded as an asset or liability of the time charter assumed at the date of vessel delivery is based on the difference between the current fair market value of the time charter and the net present value of future contractual cash flows under the time charter. When the present value of the contractual cash flows of the time charter assumed is greater than its current fair value, the difference is recorded as accrued charter revenue. When the opposite situation occurs, any difference, capped to the vessel’s fair value on a charter free basis, is recorded as unearned revenue. Such assets and liabilities, respectively, are amortized as a reduction of, or an increase in, revenue over the period of the time charter assumed.


F-13

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(k) Impairment of Long-lived Assets: The Company reviews its container vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a container vessel might not be recoverable. The Company considers information, such as vessel sales and purchases, business plans and overall market conditions in order to determine if an impairment might exist. As part of the identification of impairment indicators and Step 1 of impairment analysis the Company computes estimates of the future undiscounted net operating cash flows for each container vessel based on assumptions regarding time charter rates, vessels’ operating expenses, vessels’ capital expenditures, vessels’ residual value, fleet utilization and the estimated remaining useful life of each vessel. The future undiscounted net operating cash flows are determined as the sum of (x) (i) the charter revenues from existing time charters for the fixed fleet days and (ii) an estimated daily time charter rate for the unfixed days (based on the most recent ten year historical average rates after eliminating outliers and without adjustment for any growth rate) over the remaining estimated life of the vessel, assuming an estimated fleet utilization rate, less (y) (i) expected outflows for vessels’ operating expenses assuming an expected increase in expenses of 2.5% over a five-year period, based on management’s estimates taking into consideration the Company’s historical data, (ii) planned dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for container shipping vessels are cyclical and subject to significant volatility based on factors beyond the Company’s control. Therefore, the Company considers the most recent ten-year historical average, after eliminating outliers, to be a reasonable estimation of expected future charter rates over the remaining useful life of the Company’s vessels. The Company defines outliers as index values provided by an independent, third-party maritime research services provider. Given the spread of rates between peaks and troughs over the decade, the Company believes the most recent ten-year historical average rates, after eliminating outliers, provide a fair estimate in determining a rate for long-term forecasts. The salvage value used in the impairment test is estimated at $0.300 per light weight ton in accordance with the container vessels’ depreciation policy.

 

The assumptions used to develop estimates of future undiscounted net operating cash flows are based on historical trends as well as future expectations. If those future undiscounted net operating cash flows are greater than a vessel’s carrying value, there are no impairment indications for such vessel. If those future undiscounted net operating cash flows are less than a vessel’s carrying value, including unamortized dry-docking costs (Note 2(m)), the Company proceeds to Step 2 of the impairment analysis for such vessel.

 

In Step 2 of the impairment analysis, the Company determines the fair value of the vessels that failed Step 1 of the impairment analysis, based on management estimates and assumptions, making use of available market data and taking into consideration third party valuations. Therefore, the Company has categorized the fair value of the vessels as Level 2 in the fair value hierarchy. The difference between the carrying value of the vessels that failed Step 1 of the impairment analysis and their fair value as calculated in Step 2 of the impairment analysis is recognized in the Company’s accounts as impairment loss. The review of the carrying amounts in connection with the estimated recoverable amount of the Company’s vessels as of December 31, 2025 resulted in no impairment loss being recorded. The Company also concluded that no impairment loss should be recorded with respect to its container vessels as of December 31, 2023 and 2024.

 

(l) Accounting for Special Survey and Dry-docking Costs: The Company follows the deferral method of accounting for special survey and dry-docking costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Costs deferred are limited to actual costs incurred at the yard and parts used in the dry-docking or special survey. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of the vessel’s sale. Furthermore, unamortized dry-docking and special survey balances of vessels that are classified as Assets held for sale and are not recoverable as of the date of such classification are immediately written-off to the consolidated statement of income.

 

(m) Financing Costs: Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred charges. Deferred financing costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made.

 

F-14

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(n) Concentration of Credit Risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, net (included in current and non-current assets), short-term investments, net investment in sales type leases, investment in leaseback vessels and derivative contracts (interest rate swaps, interest rate caps, foreign currency contracts and foreign currency options). The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company seeks to limit its exposure by diversifying among counterparties with high credit ratings. The Company also seeks to limit its credit risk from accounts receivable and receivables from sales type leases by performing ongoing credit evaluations of its customers’ financial condition. The Company receives charter hires in advance and thus, generally, does not require collateral for its accounts receivable. For investments in leaseback vessels the Company is exposed to a limited degree of credit risk since through this type of arrangements the receivable amounts are secured by the legal ownership on each of the vessels acquired. Credit risk in leaseback vessels is managed through setting receivable amounts appropriate for each vessel based on information obtained from the vessel’s third-party independent valuations and the counterparties’ lending history. In addition, the Company follows standardized established policies which include monitoring of the counterparties’ financial performance, debt covenants (including vessels values), and shipping industry trends.

 

(o) Accounting for Voyage Revenues and Expenses: Revenues are primarily generated from time charter agreements, which contain a lease as they meet the criteria of a lease under ASC 842. Time charter agreements contain a minimum non-cancellable period and an extension period at the option of the charterer. Each lease term is assessed at the inception of that lease. Under a time-charter agreement, the charterer pays a daily hire for the use of the vessel and reimburses the owner for certain expenses, including hold cleanings, extra insurance premiums for navigating in restricted areas and damages caused by such charterer. Additionally, the charterer pays port and canal dues to third parties, as well as for bunkers consumed during the term of the time charter agreement. Such costs are considered direct costs for the charterers as they are directly paid by charterers, unless they are paid to the account of the owner, in which case they are included in voyage expenses. Additionally, the owner pays commissions on the daily hire, to both the charterer and to brokers, which are direct costs and are recorded in voyage expenses. Under a time-charter agreement, the owner provides services related to the operation and the maintenance of the vessel, including crew, spares and repairs, which are recognized in operating expenses. Time charter revenues are recognized over the term of the charter as service is provided, when they become fixed and determinable. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. Unearned revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met, including any unearned revenue resulting from charter agreements providing for varying annual rates, which are accounted for on a straight-line basis. The Company, as lessor, has elected not to allocate the consideration in the agreement to the separate lease and non-lease components (operation and maintenance of the vessel), as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the lease of the vessel rather than to the services provided under the time charter contracts.

 

Revenues for 2023, 2024 and 2025 derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:

 

 

2023

  

2024

  

2025

A

22%

  

20%

  

12%

B

16%

  

14%

  

17%

C

17%

  

21%

  

28%

D

9%

  

10%

  

6%

E

11%

  

11%

  

11%

Total

75%

  

76%

  

74%

 

F-15

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(p) Investment in leaseback vessels: Investment in leaseback vessels refer to vessels purchased and leased back to the same party as part of a sale and leaseback transaction. These transactions are evaluated under sale and leaseback accounting guidance contained in ASC 842 to determine whether it is appropriate to account for the transaction as a purchase of an asset. If the transfer of the asset to the buyer-lessor does not qualify as a purchase, then the transaction constitutes a failed sale and leaseback and the purchase price paid is accounted for as a loan receivable under ASC 310.

 

Investments in leaseback vessels are carried at the amount receivable, net of an allowance for credit losses. Collaterals are required to be maintained at a specified minimum level at all times on the basis of the agreements in force. The Company monitors collateral levels and requires counter parties to provide additional collateral, to meet minimum collateral requirements if the fair value of the collateral changes. The Company applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for Investment in leaseback vessels. An allowance for credit losses on partially secured Investments in leaseback vessels is estimated based on the aging of those receivables. As of December 31, 2025 and 2024, the fair value of the collaterals held exceeds the amortized cost of the loans receivable and as a result no allowance for credit losses has been recognized.

 

(q) Derivative Financial Instruments: The Company enters into interest rate swap contracts, cross-currency swap agreements and interest rate cap agreements with counterparties to manage its exposure to fluctuations of interest rate and foreign currencies risks associated with specific borrowings. Interest rate, differentials paid or received under these swap agreements are recognized as part of the interest expense related to the hedged debt. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, the Company evaluates and designates, if it is the case, the derivative as an accounting hedge of the variability of cash flow to be paid for a forecasted transaction (“cash flow” hedge). Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in the consolidated statement of comprehensive income until earnings are affected by the forecasted transaction or the variability of cash flow and are then reported in earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes occur. Realized gains or losses on early termination of the undesignated derivative instruments are also classified in earnings in the period of termination of the respective derivative instrument. The Company may re-designate an undesignated hedge after its inception as a hedge in which case the Company will consider its non-zero value at re-designation in its assessment of effectiveness of the cash flow hedge.

 

The interest rate caps are accounted for as cash flow hedges when they are expected to be highly effective in hedging variable rate interest payments under certain term loans. Changes in the fair value of the interest rate caps are reported within accumulated other comprehensive income. The initial value of the component excluded from the assessment of effectiveness is recognized in earnings using a systematic and rational method over the life of the hedging instrument. Any amounts excluded from the assessment of hedge effectiveness are presented in the same income statement line being Interest and finance costs where the earnings effect of the hedged item is presented.

 

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions or variability of cash flow.

 

The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. The Company considers a hedge to be highly effective if the change in fair value of the derivative hedging instrument is within 80% to 125% of the opposite change in the fair value of the hedged item attributable to the hedged risk. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively, in accordance with ASC 815 “Derivatives and Hedging”.

 

Furthermore, the Company enters into forward exchange rate contracts to manage its exposure to currency exchange risk on certain foreign currency liabilities. The Company has not designated these forward exchange rate contracts as hedge accounting instruments.

 

F-16

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(r) Earnings per Share: Basic earnings per share are computed by dividing net income attributable to common equity holders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. The Company had no dilutive securities outstanding during the three-year period ended December 31, 2025. Earnings per share attributable to common equity holders are adjusted by the contractual amount of dividends related to the preferred stockholders that accrue for the period.

 

(s) Fair Value Measurements: The Company follows the provisions of ASC 820 “Fair Value Measurements and Disclosures”, which defines and provides guidance as to the measurement of fair value. This standard defines a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. ASC 820 applies when assets or liabilities in the financial statements are to be measured at fair value but does not require additional use of fair value beyond the requirements in other accounting principles (Notes 19 and 20).

 

(t) Segment Reporting: A segment is a distinguishable component of the business that is engaged in business activities from which the Company earns revenues and incurs expenses and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”). Following the Spin-Off described in Note 1, the Company now reports two reportable segments: (1) a container vessels segment, as a provider of worldwide marine transportation services by chartering its container vessels and (2) a ship sale and leaseback business through NML, which acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries. Prior to the Spin-Off, there were four reportable segments; however, the dry bulk and CBI segments were spun off, and the comparative information has been recast accordingly. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company's consolidated financial statements.

 

(u) Accounting for transactions under common control: A common control transaction is any transfer of net assets or exchange of equity interests between entities or businesses that are under common control by an ultimate parent or controlling shareholder before and after the transaction. Common control transactions may have characteristics that are similar to business combinations but do not meet the requirements to be accounted for as business combinations because, from the perspective of the ultimate parent or controlling shareholder, there has not been a change in control over the acquiree. Due to the fact common control transactions do not result in a change of control at the ultimate parent or controlling shareholder level, the Company does not account for them at fair value. Rather, common control transactions are accounted for at the carrying amount of the net assets or equity interests transferred.

 

(v) Non-controlling interest: The Company classifies non-controlling interest of its equity ventures based upon a review of the legal provisions governing the redemption of such interest. Those provisions are embodied within the equity venture’s operating agreement. The Company’s equity ventures that are subject to operating agreement provisions that require the Company to purchase the non-controlling equity holders’ interest upon the occurrence of certain specific triggering events that are not solely within the control of the Company, are classified as redeemable noncontrolling interest in temporary equity. Redeemable noncontrolling interest is initially recorded at its fair value as of the date of issue. Such fair value is determined using various accepted valuation methods, including the income approach, the market approach, the cost approach, and a combination of one or more of these approaches. Subsequent to the closing date of the transaction ,the recorded value for redeemable non-controlling interest is adjusted at the end of each reporting period for (a) comprehensive income / (loss) that is attributed to the non-controlling interest, which is calculated by multiplying the non-controlling interest percentage by the comprehensive income / (loss) of the equity venture’s during the reporting period, (b) dividends paid to the noncontrolling interest holders during the reporting period, and (c) any other transactions that increase or decrease the Company’s ownership interest in the equity venture, as a result of which the Company retains its controlling interest. If the Company determines at the end of the reporting period that it is probable that an event would occur to otherwise require the redemption of a redeemable non-controlling interest (redeemable non-controlling interest is currently redeemable), then the Company adjusts the recorded amount to its maximum redemption amount at the reporting date. If the Company determines that it is not probable that an event would occur to otherwise require the redemption of a redeemable non-controlling interest (i.e., the date for such event is not set or such event is not certain to occur), then the redeemable non-controlling interest is not considered currently redeemable, and no further adjustment is required.

 

F-17

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Non-redeemable ownership interests in the Company's subsidiaries held by parties other than the parent are presented separately from the parent's equity on the Consolidated Balance Sheet. The amount of consolidated net income attributable to the parent and these noncontrolling interests are both presented on the face of the Consolidated Statement of Income and Consolidated Statement of Stockholders’ Equity.

 

(w) Right-of-Use Asset - Finance Leases: The FASB ASC 842 classifies leases from the standpoint of the lessee at the inception of the lease as finance leases or operating leases. The determination of whether an arrangement is (or contains) a finance lease is based on the substance of the arrangement at the inception date and is assessed in accordance with the criteria set in ASC 842-10-25-2. If none of the criteria in ASC 842-10-25-2 are met, leases are accounted for as operating leases.

 

Finance leases are accounted for as the acquisition of a finance right-of-use asset and the incurrence of an obligation by the lessee. At the commencement date of the finance lease, a lessee initially measures the lease liability at the present value, using the discount rate determined on the commencement, of the lease payments to be made over the lease term. Subsequently, the lease liability is increased by the interest on the lease liability and decreased by the lease payments during the period. The interest on the lease liability is determined in each period during the lease term as the amount that produces a constant periodic discount rate on the remaining balance of the liability, taking into consideration the reassessment requirements.

 

A lessee initially measures the finance right-of-use asset at cost which consists of the amount of the initial measurement of the lease liability; any lease payments made to the lessor at or before the commencement date, less any lease incentives received; and any initial direct costs incurred by the lessee. Subsequently, the finance right-of-use asset is measured at cost less any accumulated amortization and any accumulated impairment losses, taking into consideration the reassessment requirements. A lessee shall amortize the finance right-of-use asset on a straight-line basis (unless another systematic basis better represents the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits) from the commencement date to the earlier of the end of the useful life of the finance right-of-use asset or the end of the lease term. However, if the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset, the lessee shall amortize the right-of-use asset to the end of the useful life of the underlying asset.

 

For sale and leaseback transactions, if the transfer is not a sale in accordance with ASC 842-40-25-1 through 25-3, the Company, as seller-lessee - does not derecognize the transferred asset and accounts for the transaction as financing. An excess of carrying value over fair market value at the date of sale would indicate that the recoverability of the carrying amount of an asset should be assessed under the guidelines of ASC 360.

 

(x) Stock Based Compensation: The Company accounts for stock-based payment awards granted to Costamare Shipping Services Ltd. (Notes 3 and 15(a)) for the services provided, following the guidance in ASC 505-50 “Equity Based Payments to Non-Employees”. The fair value of the stock-based payment awards is recognized in the line item General and administrative expenses - related parties in the consolidated statements of income.

 

(y) Going concern: The Company evaluates whether there is substantial doubt about its ability to continue as a going concern by applying the provisions of ASC 205-40. In more detail, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company's ability to continue as a going concern within one year from the date the financial statements are issued. As part of such evaluation, the Company did not identify any conditions that raise substantial doubt about the entity's ability to continue as a going concern. Accordingly, the Company continues to adopt the going concern basis in preparing its consolidated financial statements.

 

(z) Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the number of outstanding shares. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury shares. The cost of the acquired shares is shown as a deduction in stockholders' equity. No dividend is declared for the treasury shares. Depending on whether the shares are acquired for reissuance or retirement, treasury shares are accounted for under the cost method or the constructive retirement method. The cost method is also used when the reporting entity’s management has not made a decision as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired.

 

F-18

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(aa) Short-term investments: Short-term investments consist of U.S. Treasury Bills with maturities exceeding three months at the time of purchase and are stated at amortized cost, which approximates fair value. 

 

(ab) Long lived Assets- Financing Arrangements: Following the implementation of ASC 606 Revenue from Contracts with Customers, sale and leaseback transactions, which include an obligation for the Company, as seller-lessee, to repurchase the asset, are precluded from being accounted for the transfer of the asset as sale, as the transaction is classified as a financing by the Company, since it effectively retains control of the underlying asset. As such, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest. Interest costs incurred (i) under financing arrangements that relate to vessels in operation are expensed to Interest and finance costs in the consolidated statement of income and (ii) under financing arrangements that relate to vessels under construction are capitalized to Vessels and advances, net in the consolidated balance sheets.

 

(ac) Sales-Type leases - Leases for Lessors: If for a vessel lease, where the Company is regarded as the lessor, the lease is classified as a sales-type lease, the carrying amount of the vessel is derecognized and a net investment in the lease is recorded. For a sales-type lease, the net investment in the lease is measured at lease commencement date as the sum of the lease receivable and the estimated residual value of the vessel. Any selling profit or loss arising from a sales-type lease is recorded at lease commencement. Over the term of the lease, the Company recognizes finance income on the net investment in the lease and any variable lease payments, which are not included in the net investment in the lease.

 

The estimated residual value represents the estimated fair value of the vessels under lease at the end of the lease. Estimating residual value has specific risks, and management of these risks is dependent upon the Company’s ability to accurately project future vessel values. The company estimates future fair value of leased vessels by using historical models, analyzing the current market for new and used vessels and obtaining independent valuation analyses.

 

The Company periodically reassess the realizable value of its lease residual values. Anticipated decreases in specific future residual values that are considered to be other-than-temporary are recognized immediately upon identification and are recorded as an adjustment to the residual value estimate. In addition, the Company, pursuant to the provisions of “ASC 326 Financial Instruments — Credit Losses”, assesses at each reporting period the counterparties’ credit worthiness in order to conclude whether an allowance for credit losses is required to be recognized. For sales-type leases, this reduction lowers the recorded net investment and is recognized as a loss charged to finance income in the period in which the estimate is changed. For the years ended December 31, 2024 and 2025, no impairment recognition was deemed necessary.

 

(ad) Business Combinations: The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired, and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when market value is not readily available and requires a significant amount of management judgment. The excess of the purchase price over fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill.

 

(ae) Preferred Shares: The Company follows the provision of ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” to determine the classification of preferred shares as permanent equity, temporary equity or liability. A share that must be redeemed upon or after an event that is not certain of occurrence is not required to be accounted for as a liability pursuant to ASC 480. Once the event becomes certain to occur, that instrument should be reclassified to a liability. If preferred shares become mandatorily redeemable pursuant to ASC 480, the Company reclassifies at fair value from equity to a liability. The difference between the carrying amount and fair value is treated by the Company as a deemed dividend and charged to net income available to common stockholders. The guidance in ASC 260-10-S99-2 is also applicable to the reclassification of the instrument. That guidance states that if an equity-classified preferred stock is subsequently reclassified as a liability in accordance with U.S. GAAP, the equity instrument is considered redeemed through the issuance of a debt instrument. As such, the Company treats the difference between the carrying amount of the preferred share in equity and the fair value of the preferred share as a dividend for earnings per share purposes.

 

F-19

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(af) Discontinued Operations: The Company classifies as discontinued operations, a component of an entity or group of components that has been disposed of by sale, disposed of other than by sale or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results (Note 3).

 

(ag) Leaseback Arrangements: Transactions involving the purchase of an asset combined with a leaseback to the seller are accounted for in accordance with ASC 606 and ASC 842. When control of the asset is obtained, the purchase is recognized at fair value, and any difference between the consideration paid and fair value is evaluated for off-market terms. When the purchase price of an asset is below its fair value, the relevant off-market adjustments are recorded as deferred rent, which is amortized as lease income on a straight-line basis over the lease term.

 

Recent Accounting Pronouncements

 

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The standard is intended to require more detailed disclosure about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact this standard will have on its consolidated financial statements.

 

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendments affect entities that apply the practical expedient when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, Business Combinations. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. An entity that elects the practical expedient, should apply the amendments prospectively. The amendments will be effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently assessing the impact this standard will have on its consolidated financial statements and related disclosures.

 

In November 2025, the FASB issued ASU 2025‑09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements”, to clarify and enhance hedge accounting guidance, targeting improved alignment with risk management practices and addressing issues from global reference rate reform. At this stage, the Company has not yet determined the expected impact of adopting ASU 2025‑09 on its financial position, results of operations, cash flows, or related disclosures. The assessment is ongoing.

 

3. Discontinued Operations:

 

The Company’s discontinued operations relate to the operations of its dry bulk-related businesses, which formerly comprised the Company’s CBI and dry bulk segments. Following completion of the Spin-Off on May 6, 2025, the Company has no continuing involvement in the dry bulk-related businesses as of such date (Note 1).

 

F-20

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The components of assets and liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2024 consisted of the following:

 

   

December 31, 2024

  

CURRENT ASSETS:

        

Cash and cash equivalents

   $ 47,754  

Restricted cash

     941  

Margin deposits

     45,221  

Accounts receivable, net

     39,646  

Inventories

     44,500  

Due from related parties

     7,014  

Fair value of derivatives

     197  

Insurance claims receivable

     2,842  

Prepayments and other assets

     49,795  

Total current assets of discontinued operations

   $ 237,910
  
         

FIXED ASSETS, NET:

        

Vessels and advances, net

   $ 671,844  

Fixed assets of discontinued operations

   $ 671,844
  
         

NON-CURRENT ASSETS:

        

Accounts receivable, net, non-current

   $ 1,610  

Deferred charges, net

     19,119  

Due from related parties, non-current

     1,050  

Fair value of derivatives, non-current

     147  

Restricted cash, non-current

     9,236  

Operating leases, right-of-use assets

     297,975  

Total non-current assets of discontinued operations

   $ 329,137
  
         
         

CURRENT LIABILITIES:

        

Current portion of long-term debt, net of deferred financing costs

   $ 30,505  

Accounts payable

     41,477  

Due to related parties

     5,319  

Operating lease liabilities, current portion

     205,172  

Accrued liabilities

     11,213  

Unearned revenue

     22,911  

Fair value of derivatives

     14,465  

Other current liabilities

     3,905  

Total current liabilities of discontinued operations

   $ 334,967
  
         
         

NON-CURRENT LIABILITIES:

        

Long-term debt, net of current portion and deferred financing costs

   $ 305,724  

Operating lease liabilities, non-current portion

     87,424  

Fair value of derivatives, non-current portion

     5,174  

Total non-current liabilities of discontinued operations

   $ 398,322
  

 

F-21

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The components of the income /(loss) from discontinued operations for the years ended December 31, 2023 and 2024 and for the period from January 1, 2025 to May 6, 2025 in the consolidated statements of income consisted of the following:

 

   

Year ended December 31, 2023

    

Year ended December 31, 2024

    

Period from January 1, 2025 to May 6, 2025

  

REVENUES:

                        

Voyage revenue

   $ 663,117     $ 985,315     $ 239,719  

Voyage revenue – related parties

     -       210,087       87,683  

Total voyage revenue

     663,117       1,195,402       327,402  

EXPENSES:

                        

Voyage expenses

     (263,366 )     (345,289 )     (107,383 )

Charter-in hire expenses

     (340,926 )     (706,569 )     (166,506 )

Voyage expenses-related parties

     (2,112 )     (9,403 )     (3,765 )

Vessels’ operating expenses

     (97,220 )     (82,288 )     (27,165 )

General and administrative expenses

     (5,992 )     (8,788 )     (8,950 )

Management and agency fees-related parties

     (28,774 )     (30,640 )     (10,760 )

Amortization of dry-docking and special survey costs

     (4,438 )     (6,282 )     (2,337 )

Depreciation

     (39,621 )     (37,385 )     (14,044 )

Gain / (loss) on sale of vessels, net

     (5,324 )     3,788       (4,669 )

Loss on vessel held for sale

     (2,305 )     -       (1,579 )

Vessel impairment loss

     (434 )     -       (179 )

Foreign exchange gains

     431       11       219  

Operating loss

     (126,964 )     (27,443 )     (19,716 )

OTHER INCOME / (EXPENSES):

                        

Interest income

     2,365       1,473       239  

Interest and finance costs

     (24,806 )     (23,503 )     (7,313 )

Other, net

     5,109       1,477       (47 )

Gain /(loss) on derivative instruments, net

     6,415       (43,013 )     (710 )

Total other expenses, net

     (10,917 )     (63,566 )     (7,831 )

Net loss from discontinued operations

   $ (137,881 )   $ (91,009 )   $ (27,547 )

 

 

4. Transactions with Related Parties:

 

(a) Costamare Shipping Company S.A. (“Costamare Shipping”) and Costamare Shipping Services Ltd. (“Costamare Services”): Costamare Shipping is a ship management company controlled by the Chairman and Chief Executive Officer of the Company, Konstantinos Konstantakopoulos. Costamare Shipping provides the Company with commercial, technical and other management services pursuant to a Framework Agreement dated November 2, 2015, as most recently amended and restated on May 6, 2025 (the “Framework Agreement”), and separate ship management agreements with the relevant vessel owning subsidiaries. Costamare Services, a company controlled by the Company’s Chairman and Chief Executive Officer and a member of his family, provides, pursuant to a Services Agreement dated November 2, 2015 as most recently amended and restated on May 6, 2025 (the “Services Agreement”), the Company’s vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services. Costamare Shipping and Costamare Services are not part of the consolidated group of the Company.

 

Pursuant to the Framework Agreement and the Services Agreement, Costamare Shipping and Costamare Services received (i) for each vessel a daily fee of $1.020 and $0.510 for any vessel subject to a bareboat charter, prorated for the calendar days the Company owned each vessel and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $840 for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee of 1.25% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each vessel in the Company’s fleet and (iv) a quarterly fee of $667 plus the value of 149,600 shares which Costamare Services may elect to receive in kind. Fees under (i) and (ii) and the quarterly fee under (iv) are annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.

 

F-22

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The Company may terminate the Framework Agreement and the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to the number of full years remaining prior to December 31, 2035, times the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.

 

Management fees charged by Costamare Shipping in the years ended December 31, 2023, 2024 and 2025, amounted to $25,447, $22,779 and $22,148, respectively, and are included in Management fees-related parties in the accompanying consolidated statements of income. The amounts received by Costamare Shipping include amounts paid to third-party managers of $8,821, $6,321 and $5,689 for the years ended December 31, 2023, 2024 and 2025, respectively. In addition, for the year ended December 31, 2025, (i) Costamare Shipping and Costamare Services charged $10,062 ($10,490 and $10,700 for the years ended December 31, 2023 and 2024, respectively), representing a fee of 1.25% on all gross revenues, as provided in the Framework Agreement and the Services Agreement, as applicable, which is included in Voyage expenses-related parties in the accompanying consolidated statements of income, (ii) Costamare Services charged $2,667 which is included in General and administrative expenses – related parties in the accompanying consolidated statements of income ($2,667 and $2,667 for the years ended December 31, 2023 and 2024, respectively), (iii) Costamare Services charged $6,979, representing the fair value of 598,400 shares, which is included in General and administrative expenses – related parties in the accompanying consolidated statements of income for the year ended December 31, 2025 ($5,850 and $8,427 for the years ended December 31, 2023 and 2024, respectively) and (iv) Costamare Shipping charged $2,520 supervising fees for six newbuild vessels, which are included in Vessels and advances, net in the accompanying 2025 consolidated balance sheet. Furthermore, in accordance with the management agreements with third-party managers, third-party managers have been provided with the amount of $75 or $50 per vessel as working capital security. As of December 31, 2024, the working capital security to third-party managers was $2,325 in aggregate, of which $1,950 is included in Accounts receivable, non-current and $375 in Accounts receivable, net in the accompanying 2024 consolidated balance sheet. As of December 31, 2025, the working capital security to third-party managers was $2,025 in aggregate, which is included in Accounts receivable, net, non-current in the accompanying 2025 consolidated balance sheet.

 

The balance due to Costamare Shipping at December 31, 2024 and 2025 amounted to $286 and $2,513, respectively and is included in Due to related parties in the accompanying consolidated balance sheets. The balance due to Costamare Services at December 31, 2024 and 2025, amounted to $133 and $387 and is included in Due to related parties in the accompanying consolidated balance sheets.

 

(b) Blue Net Chartering GmbH & Co. KG (“BNC”) and Blue Net Asia Pte., Ltd. (“BNA”): On January 1, 2018, Costamare Shipping appointed, on behalf of the vessels it manages, BNC, a company 50% (indirectly) owned by the Company’s Chairman and Chief Executive Officer, to provide charter brokerage services to all container vessels under its management (including container vessels owned by the Company). BNC provides exclusive charter brokerage services to containership owners. Under the charter brokerage services agreement as amended, each container vessel-owning subsidiary paid a fee of €9,413 for the years ended December 31, 2023, 2024 and 2025, in respect of each vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement), provided that in respect of container vessels which remain chartered under the same charter party agreement in effect on January 1, 2018, the fee was €1,281 for the years ended December 31, 2023, 2024 and 2025 in respect of each vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement). On March 29, 2021, four of the Company’s container vessels agreed to pay a daily brokerage commission of $0.165 per day to BNC in connection with charters arranged by it. During the years ended December 31, 2023, 2024 and 2025, BNC charged the ship-owning companies $700, $722 and $760, respectively, which are included in Voyage expenses – related parties in the accompanying consolidated statements of income. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of five of the container vessels it manages, to pay to BNA, a company 50% owned by the Company’s Chairman and Chief Executive Officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by BNA for these five Company container vessels. The last of these charters was terminated in November 2025 and there is no outstanding balance with respect to such commissions as of December 31, 2025. During the years ended December 31, 2023, 2024 and 2025, BNA charged the ship-owning companies $691, $741 and $430 which are included in Voyage expenses – related parties in the accompanying consolidated statements of income.

 

F-23

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(c) LC LAW Stylianou & Associates LLC (“LCLAW”): The managing partner of LCLAW, a Cyprus law firm, served as the non-executive President of the Board of Directors of Costamare Participations Plc (Note 10.C), which was a wholly-owned subsidiary of the Company. LCLAW provided legal services to the Company. During the years ended December 31, 2023, 2024 and 2025, LCLAW charged the Company’s subsidiaries $25, $31 and nil, respectively, which are included in “General and Administrative Expenses - Related Parties” in the accompanying consolidated statements of income for the years ended December 31, 2023, 2024 and 2025. There was no balance due from/to LCLAW at both December 31, 2024 and 2025.

 

(d) Neptune Global Finance Ltd. (“NGF”): Since March 2023, the Company’s Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos owns 51% of NGF, a company incorporated under the laws of Jersey which provides among other services administrative and strategic services to NML. NGF receives a fee of 1.5% on the contributed capital invested in NML and a fee of 0.8% on the committed capital to be invested in NML. The remaining 49% of NGF is owned by the Managing Director and member of the Board of Directors of NML. From the date Konstantinos Konstantakopoulos acquired 51% of NGF to December 31, 2023 and during the years ended December 31, 2024 and 2025, NGF charged an amount of $2,033, $3,253 and $3,484 as management fees, respectively, which are included in Management fees-related parties in the accompanying consolidated statements of income. The balance due to NGF at December 31, 2025 amounted to $935 and is included in Due to related parties in the accompanying consolidated balance sheets. The balance due to NGF at December 31, 2024 amounted to $806 and is included in Due to related parties in the accompanying consolidated balance sheets.

 

(e) NML: As of December 31, 2025, an amount of $850, representing the fourth quarter of 2025 coupon payable to the minority interest, is included in Due to related parties in the accompanying consolidated balance sheets.

 

(f) Codrus capital AG (“Codrus”): In March 2023, the Company entered into an agreement with Codrus, a company incorporated under the laws of Canton Zug, Switzerland, for the provision of financial and strategic advice to the Company, for an annual fee of $250. Codrus is controlled by the Managing Director and member of the Board of Directors of NML. There was no balance due from/to Codrus as of December 31, 2024 and 2025.

 

(g) Navilands Container Management Ltd. (‘‘Navilands’’), Navilands (Shanghai) Containers Management Ltd. (‘‘Navilands (Shanghai)’’) and Navilands Maritime Services Ltd. (“Navilands Maritime”): Navilands, Navilands (Shanghai) and Navilands Maritime are controlled by the Company’s Chairman and Chief Executive Officer and a non-independent board member of the Company is a minority shareholder. Since February 2024, certain of the Company’s vessel-owning subsidiaries have entered into individual ship-management agreements with Navilands  pursuant to which Navilands provides their vessels, together with Costamare Shipping, with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services. For certain vessels, Navilands has subcontracted certain services to and has entered into sub-management agreements with Navilands (Shanghai). Navilands and Navilands (Shanghai) charged an aggregate of $2,609 and $3,285 in management fees for the years ended December 31, 2024 and 2025, management fees, respectively, which are included in Management fees-related parties in the accompanying consolidated statements of income. Furthermore, in accordance with the ship-management agreements with Navilands, Navilands has been provided with the amount of $75 per vessel as working capital security. As of December 31, 2024 and 2025, the working capital security paid by the Company to Navilands was $1,125 in aggregate, and is included in Due from related parties, non-current in the accompanying consolidated balance sheets. The balance due to Navilands as of December 31, 2024 and 2025, amounted to $1,667 and $2,539, respectively and is included in Due to related parties in the accompanying consolidated balance sheets. Starting in January 2026, the vessel-owning subsidiaries have appointed Navilands Maritime to provide purchasing services and support services in relation to vessel maintenance, repairs and dry-docking as requested.

 

(h) Payment undertaking to and Intercreditor agreement with Costamare Bulkers’ subsidiaries: NML has provided financing by means of a five-year sale and leaseback transaction relating to the acquisition by third parties (the “Buyers”) of four handysize bulkers sold by certain of Costamare Bulkers’ subsidiaries (the “Sellers”). The amount of $4,500 of the aggregate sale price has been deferred, which amount is due and payable by the Buyers to NML upon the termination of the lease financing (the “Backend Fee”). NML has agreed to pay to the Sellers any amount of the Backend Fee received from the Buyers and to enter into an intercreditor agreement with the Sellers whereby the Sellers have agreed to subordinate their claims to those of NML in connection with the lease financing.

 

F-24

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

5. Segmental Financial Information

 

Following the Spin-Off described in Note 1, the Company now reports two reportable segments. Prior to the Spin-Off, there were four reportable segments; however, the dry bulk and CBI segments were spun off, and the comparative information has been recast accordingly. The Company has identified the Chairman and Chief Executive Officer as the CODM in accordance with ASC 280, Segment Reporting. The CODM is responsible for assessing performance, allocating resources, and making strategic decisions across the Company’s business segments. The Company’s reportable segments from which it derives its revenues: (1) container vessels segment and (2) investment in leaseback vessels through NML (Notes 1 and 11) (the “NML segment”). The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different services. The container vessel segment consists of transportation of containerized products through ownership and operation of container vessels. Under the NML segment, NML acquires and bareboat charters out the acquired vessels to the respective seller-lessees of the vessels, who have the obligation to purchase the vessel at the end of the bareboat agreement and the right to purchase the vessel prior to the end of the bareboat agreement at a pre-agreed price.

 

The tables below present information about the Company’s reportable segments as of December 31, 2024 and 2025, and for years ended December 31, 2023, 2024 and 2025. The CODM uses segment profit/(loss) to assess performance and allocate resources (including financial or capital resources) to each segment, primarily through segment performance reviews. Such resources allocation relies not only upon the reported segments’ results but also on CODM’s view and estimates as to the future prospects of each segment. Items included in the segment’s profit/(loss) are allocated to each segment to the extent that the items are directly or indirectly attributable to them. With regards to the items that are allocated by indirect calculation, their allocation keys are defined on the basis of each segment’s drawing on key resources. Summarized financial information concerning each of the Company’s reportable segments is as follows:

 

For the year ended December 31, 2025

 

  
   

Container vessels segment

    

NML

    

Total

  

Voyage revenue

   $ 846,674     $ -     $ 846,674  

Income from investment in leaseback vessels

     -       31,226       31,226  

Total revenues

   $ 846,674     $ 31,226     $ 877,900  
                         

Less (1):

                        

Voyage expenses

     (52,002 )     -          

Voyage expenses-related parties

     (11,252 )     -          

Vessels’ operating expenses

     (162,481 )     -          

Interest and finance costs

     (79,805 )     (11,554 )        

Other segment items (2)

     (149,332 )     -          

Segment profit

   $ 391,802     $ 19,672     $ 411,474  
                         

Reconciliation of segment profit or loss:

                        

General and administrative expenses

                     (10,099 )

General and administrative expenses – related parties

                     (9,896 )

Management fees-related parties

                     (28,917 )

Foreign exchange gains

                     2,269  

Interest income

                     19,317  

Other, net

                     966  

Gain on derivative instruments, net

                     11,433  

Net income from continuing operations

                   $ 396,547  

 

(1)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)

Other segment items for the Container vessels segment include depreciation expense of the vessels and amortization of dry-docking and special survey costs.


F-25

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

For the year ended December 31, 2024

 

  
   

Container vessels segment

    

NML

    

Total

  

Voyage revenue

   $ 864,545     $ -     $ 864,545  

Income from investment in leaseback vessels

     -       23,947       23,947  

Total revenues

   $ 864,545     $ 23,947     $ 888,492  
                         

Less (1):

                        

Voyage expenses

     (25,769 )     -          

Voyage expenses-related parties

     (12,163 )     -          

Vessels’ operating expenses

     (157,919 )     -          

Interest and finance costs

     (99,539 )     (10,081 )        

Other segment items (2)

     (144,166 )     -          

Segment profit

   $ 424,989     $ 13,866     $ 438,855  
                         

Reconciliation of segment profit or loss:

                        

General and administrative expenses

                     (13,303 )

General and administrative expenses – related parties

                     (11,376 )

Management fees-related parties

                     (28,641 )

Foreign exchange losses

                     (5,451 )

Interest income

                     31,712  

Income from equity method investments

                     12  

Other, net

                     1,396  

Loss on derivative instruments, net

                     (5,861 )

Net income from continuing operations

                   $ 407,343  

 

(1)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)

Other segment items for the Container vessels segment include depreciation expense of the vessels and amortization of dry-docking and special survey costs.


F-26

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

For the year ended December 31, 2023

 

  
   

Container vessels segment

    

NML

    

Total

  

Voyage revenue

   $ 839,374     $ -     $ 839,374  

Income from investment in leaseback vessels

     -       8,915       8,915  

Total revenues

   $ 839,374     $ 8,915     $ 848,289  
                         

Less (1):

                        

Voyage expenses

     (12,490 )     -          

Voyage expenses-related parties

     (11,881 )     -          

Vessels’ operating expenses

     (160,868 )     -          

Interest and finance costs

     (117,415 )     (2,208 )        

Other segment items (2)

     (142,063 )     -          

Segment profit

   $ 394,657     $ 6,707     $ 401,364  
                         

Reconciliation of segment profit or loss:

                        

General and administrative expenses

                     (9,682 )

General and administrative expenses – related parties

                     (8,542 )

Management fees-related parties

                     (27,480 )

Gain on sales of vessels, net

                     117,544  

Foreign exchange gains

                     2,145  

Interest income

                     30,082  

Income from equity method investments

                     764  

Other, net

                     1,832  

Gain on derivative instruments, net

                     10,873  

Net income from continuing operations

                   $ 518,900  

 

(1)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2)

Other segment items for the Container vessels segment include depreciation expense of the vessels and amortization of dry-docking and special survey costs.

 

As of December 31, 2025

  
   

Container vessels segment

    

NML

    

Total assets from continuing operations

    

Total assets

  

Total Assets

   $ 3,416,122     $ 446,540     $ 3,862,662     $ 3,862,662  

 

As of December 31, 2024

  
   

Container vessels segment

    

NML

    

Total assets from continuing operations

    

Total assets from discontinued operations

    

Total assets

  

Total Assets

   $ 3,576,688     $ 333,108     $ 3,909,796     $ 1,238,891     $ 5,148,687  


F-27

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

6. Short-term investments:

 

As of December 31, 2025, the Company held one zero-coupon U.S. treasury bill (the “Bill”) with a face value of $19,394 at a cost of $19,226. As of December 31, 2024, the Company held one zero-coupon Bill with a face value of $18,591 at a cost of $18,389.

 

 

7. Inventories:

 

Inventories in the accompanying consolidated balance sheets relate to bunkers, lubricants and spare parts on board the vessels.

 

8. Vessels and advances, net:

 

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

 

   

Vessel Cost

    

Accumulated
Depreciation

    

Net Book
Value

  

Balance, January 1, 2024

   $ 3,998,365     $ (1,166,054 )   $ 2,832,311  

Depreciation

     -       (125,365 )     (125,365 )

Other vessels’ costs

     8,222       -       8,222  

Balance, December 31, 2024

     4,006,587       (1,291,419 )     2,715,168  

Depreciation

     -       (129,074 )     (129,074 )

Vessel acquisitions, advances and other vessels’ costs

     152,888       -       152,888  

Balance, December 31, 2025

   $ 4,159,475     $ (1,420,493 )   $ 2,738,982  

 

During the year ended December 31, 2025, the Company prepaid the outstanding balance of Sykes Maritime Co. finance lease liabilities (Note 11) and re-acquired the 2018-built, 3,800 TEU container vessel Polar Brasil.

 

In addition, during the year ended December 31, 2025, the Company: (i) entered into a memorandum of agreement with an unrelated third party to acquire the 2006-built, 6,541 TEU capacity container vessel Maersk Puelo. Concurrently, the Company entered into a time charter agreement with the same third party to charter the vessel back for a period ranging from a minimum of 13 months to a maximum of 72 months, at the charterer’s option. On the basis that the fair value of the vessel on a charter-free basis exceeded the purchase price, the Company concluded that the purchase price should be adjusted to reflect the off-market terms of the leaseback by recognizing a deferred rent liability of $46,500. This deferred rent is recognized as lease income on a straight-line basis over the estimated lease term (Note 12(b)), (ii) entered into newbuilding contracts with a shipyard for the construction of six newbuild container vessels, each with approximately 3,100 TEU capacity (Note 13(b)). The six newbuild vessels are expected to be delivered between the second quarter of 2027 and the first quarter of 2028, whereupon they will each commence an eight-year time charter with their respective charterers. During the year ended December 31, 2025, in connection with the (i) and (ii) above the Company paid the amount of $55,848, in the aggregate.

 

During the year ended December 31, 2023, the Company purchased the 51% equity interest held by funds managed and/or advised by York Capital Management Global Advisors LLC and its affiliate Sparrow Holdings, L.P. (collectively, “York”) in the company owning the 2001-built, 1,550 TEU capacity containership Arkadia, at a consideration price of $4,692. As a result, the Company acquired the controlling interest and became the sole shareholder of the vessel owning company. The favorable lease terms associated with the vessel were recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition in the amount of $320. Management accounted for this acquisition as an asset acquisition under ASC 805 “Business Combinations”.

 

During the year ended December 31, 2023, the Company sold the container vessels Sealand Washington and Maersk Kalamata, which were held for sale at December 31, 2022 and the container vessel Oakland and recognized an aggregate net gain of $87,965, which is included in Gain on sale of vessels, net in the accompanying consolidated statement of income for the year ended December 31, 2023.

 

During the years ended December 31, 2023, 2024 and 2025, the Company did not record any impairment loss in relation to its vessels.


F-28

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

As of December 31, 2025, 60 of the Company’s vessels, with a total carrying value of $2,358,507, have been provided as collateral to secure the long-term debt discussed in Note 10. This excludes the vessels YM Totality, YM Target and YM Tiptop, and six unencumbered vessels.


 

 

9. Deferred Charges, net:

 

Deferred charges, net include the unamortized dry-docking and special survey costs. The amounts in the accompanying consolidated balance sheets are as follows:

 

Balance, January 1, 2024

   $ 54,202
  

Additions

     15,831  

Amortization

     (17,345 )

Balance, December 31 2024

     52,688  

Additions

     20,898  

Amortization

     (19,794 )

Balance, December 31, 2025

   $ 53,792  

 

During the year ended December 31, 2025, 12 vessels underwent and completed their special surveys and two vessels were in the process of completing their special surveys. During the year ended December 31, 2024, seven vessels underwent and completed their special survey and one vessel was in the process of completing her special survey and during the year ended December 31, 2023, 15 vessels underwent and completed their special surveys and one vessel was in the process of completing her special survey. The amortization of the dry-docking and special survey costs is separately reflected in the accompanying consolidated statements of income.


F-29

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

10. Long-Term Debt:

 

The amounts shown in the accompanying consolidated balance sheets consist of the following:

 

         

Borrower(s)

  

December 31, 2024

    

December 31, 2025

  

A.

        

Term Loans:

                
      1  

Ainsley Maritime Co. and Ambrose Maritime Co.

   $ 109,821     $ 99,107  
      2  

Hyde Maritime Co. and Skerrett Maritime Co.

     104,596       93,288  
      3  

Kemp Maritime Co.

     52,825       47,125  
      4  

Achilleas Maritime Corporation et al.

     33,492       18,414  
      5  

Costamare Inc.

     27,750       20,750  
      6  

Benedict et al.

     294,762       212,667  
      7  

Reddick Shipping Co. and Verandi Shipping Co.

     21,000       9,000  
      8  

Quentin Shipping Co. and Sander Shipping Co.

     64,250       53,875  
      9  

Bastian Shipping Co. et al.

     199,390       146,400  
      10  

NML Loan 1

     -       -  
      11  

Kalamata Shipping Corporation et al.

     54,000       44,000  
      12  

Capetanissa Maritime Corporation et al.

     18,917       15,417  
      13  

NML Loan 2

     23,250       20,250  
      14  

NML Loan 3

     8,190       7,150  
      15  

NML Loan 4

     11,628       9,648  
      16  

NML Loan 5

     4,942       3,952  
      17  

NML Loan 6

     5,510       4,574  
      18  

NML Loan 7

     9,581       8,531  
      19  

NML Loan 8

     11,196       9,792  
      20  

NML Loan 9

     10,900       8,934  
      21  

NML Loan 10

     21,392       -  
      22  

NML Loan 11

     16,485       -  
      23  

NML Loan 12

     5,910       5,030  
      24  

NML Loan 13

     5,302       -  
      25  

NML Loan 14

     4,385       3,545  
      26  

NML Loan 15

     5,130       4,617  
      27  

NML Loan 16

     -       10,917  
      28  

NML Loan 17

     -       -  
      29  

Sykes Maritime Co.

     -       22,323  
      30  

NML Loan 18

     -       78,041  
      31  

Beardmore Maritime Co. et al.

     -       120,000  
      32  

Bertrand Maritime Co. et al.

     -       241,571  
      33  

NML Loan 19

     -       10,429  
         

Total Term Loans

   $ 1,124,604     $ 1,329,347  

B.

        

Other financing arrangements

     584,632       193,632  

C.

        

Unsecured Bond Loan

     -       -  
         

Total long-term debt

   $ 1,709,236     $ 1,522,979  
         

Less: Deferred financing costs

     (11,396 )     (8,141 )
         

Total long-term debt, net

   $ 1,697,840     $ 1,514,838  
         

Less: Long-term debt current portion

     (290,882 )     (270,754 )
         

Add: Deferred financing costs, current portion

     3,522       2,623  
         

Total long-term debt, non-current, net

   $ 1,410,480     $ 1,246,707  

 

A. Term Loans:

 

1. On March 19, 2021, Ainsley Maritime Co. and Ambrose Maritime Co. entered into a loan agreement with a bank for an amount of $150,000, in order to refinance two term loans and for general corporate purposes. The facility was drawn down in two tranches on March 24, 2021. As of December 31, 2025, the outstanding balance of each tranche of $49,553.6 is repayable in 21 equal quarterly installments of $1,339.3, from March 2026 to March 2031 and a balloon payment of $21,428.6 each payable together with the last installment.


F-30

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

2. On March 24, 2021, Hyde Maritime Co. and Skerrett Maritime Co. entered into a loan agreement with a bank for an amount of $147,000, in order to refinance two term loans and for general corporate purposes. The facility was drawn down in two tranches on March 26, 2021. On December 20, 2022, the loan agreement was amended, resulting in the extension of the repayment period until March 2029. As of December 31, 2025, the outstanding balance of each tranche of $46,644.2 is repayable in 13 equal quarterly installments of $1,413.5, from March 2026 to March 2029 and a balloon payment of $28,269.2 payable together with the last installment of each tranche.

 

3. On March 29, 2021, Kemp Maritime Co. entered into a loan agreement with a bank for an amount of $75,000, in order to refinance one term loan and for general corporate purposes. The facility was drawn down on March 30, 2021. As of December 31, 2025, the outstanding balance of the loan of $47,125 is repayable in 13 equal quarterly installments of $1,425, from March 2026 to March 2029 and a balloon payment of $28,600 payable together with the last installment.

 

4. On June 1, 2021, Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, Fastsailing Maritime Co., Lindner Shipping Co., Miko Shipping Co., Saval Shipping Co., Spedding Shipping Co., Tanera Shipping Co., Timpson Shipping Co. and Wester Shipping Co., entered into a loan agreement with a bank for an amount of up to $158,105, in order to partly refinance one term loan and to finance the acquisition cost of the vessels Porto Cheli, Porto Kagio and Porto Germeno. The facility was drawn down in four tranches. On June 4, 2021, the Refinancing tranche of $50,105 and Tranche C of $38,000 were drawn down, on June 7, 2021, Tranche A of $35,000 was drawn down and on June 24, 2021, Tranche B of $35,000 was drawn down. On August 12, 2021, the Company prepaid $7,395.1 due to the sale of Venetiko, on the then outstanding balance. On October 12, 2021 and October 25, 2021, the Company prepaid $6,531 and $6,136, respectively due to the sale of ZIM Shanghai and ZIM New York, on the then outstanding balance. On February 1, 2022, the then outstanding balance of Tranche C of $34,730 was fully repaid (Note 10.A.5). On October 7, 2022, the Company prepaid $6,492, due to the sale of Sealand Illinois, on the then outstanding balance. On May 8, 2023, the loan agreement was amended, resulting in the extension of the repayment period until September 2026 for the Refinancing tranche and until December 2026 for Tranches A and B. On October 13, 2023, the Company prepaid $2,668.2 on the then outstanding balance due to the sale of the vessel Oakland. On August 12, 2024, the loan agreement was amended, resulting in the extension of the repayment period until December 2026 for the Refinancing tranche and until March, 2027 for Tranches A and B. As of December 31, 2025, the outstanding balance of the Refinancing tranche of $2,414 is repayable in four variable quarterly installments, from March 2026 to December 2026. As of December 31, 2025, the outstanding balance of each of Tranche A and Tranche B of $8,000 is repayable in five variable quarterly installments, from March 2026 to March 2027.

 

5. On January 26, 2022, the Company entered into a loan agreement with a bank for an amount of up to $85,000 in order to refinance one term loan and Tranche C of the term loan discussed in Note 10.A.4 and for general corporate purposes. On January 31, 2022, the Company drew down the amount of $85,000. As of December 31, 2025, the outstanding balance of $20,750 is repayable in one last quarterly installment of $1,750, in January 2026 and a balloon payment of $19,000 payable together with the last installment.

 

6. On May 12, 2022, Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, Navarino Maritime Corporation, Duval Shipping Co., Jodie Shipping Co., Kayley Shipping Co., Madelia Shipping Co., Marina Maritime Corporation, Percy Shipping Co., Plange Shipping Co., Rena Maritime Corporation, Rockwell Shipping Co., Simone Shipping Co., Vernes Shipping Co., Virna Shipping Co. and Uriza Shipping S.A. signed a syndicated loan agreement for an amount of up to $500,000 in order to partly refinance, among others, two term loans, to finance the acquisition cost of one vessel under a financing agreement discussed in Note 10.B.2, to finance the acquisition cost of four container vessels under finance lease agreements and for general corporate purposes. During June 2022, Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, Navarino Maritime Corporation, Duval Shipping Co., Jodie Shipping Co., Kayley Shipping Co., Madelia Shipping Co., Marina Maritime Corporation, Percy Shipping Co., Plange Shipping Co., Rena Maritime Corporation, Rockwell Shipping Co., Simone Shipping Co., Vernes Shipping Co., Virna Shipping Co. and Uriza Shipping S.A. drew down the aggregate amount of $500,000. As of December 31, 2025, the aggregate outstanding balance of $212,667 is repayable in six equal quarterly installments of $20,523.8, from March 2026 to June 2027 with an aggregate balloon payment of $89,523.8 that is payable together with the respective last installments.

 

7. On September 29, 2022, Reddick Shipping Co. and Verandi Shipping Co. signed a loan agreement with a bank for an amount of $46,000 in order to refinance one term loan. On September 30, 2022, Reddick Shipping Co. and Verandi Shipping Co. drew down the amount of $46,000. On April 30, 2024, the loan agreement was amended, resulting in the extension of the repayment period until March 2027. As of December 31, 2025, the outstanding balance of $9,000 is repayable in five variable quarterly installments, from March 2026 to March 2027.

 

F-31

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

8. On November 11, 2022, Quentin Shipping Co. and Sander Shipping Co. signed a loan agreement with a bank for an amount of $85,000 in order to refinance one term loan. On November 14, 2022, Quentin Shipping Co. and Sander Shipping Co. drew down in two tranches the aggregate amount of $85,000. As of December 31, 2025, the outstanding balance of each tranche of $26,937.5 is repayable in 20 equal quarterly installments of $1,296.9, from February 2026 to November 2030 and a balloon payment of $1,000 payable together with the last installment.

 

9. On December 14, 2022, Bastian Shipping Co., Cadence Shipping Co., Adele Shipping Co., Raymond Shipping Co., Terance Shipping Co., Undine Shipping Co., Tatum Shipping Co., Singleton Shipping Co., Evantone Shipping Co. and Fortrose Shipping Co. signed a loan agreement with a bank for an amount of $322,830 in order to refinance five term loans and for general corporate purposes. During January 2023, the aggregate amount of 322,830 was drawn. As of December 31, 2025, the aggregate outstanding balance of $146,600 is repayable in variable quarterly installments, from March 2026 to December 2029 with an aggregate balloon payment of $16,800 that is payable together with the respective last installment.

 

10. At the time that the Company obtained control in NML (Note 1) during the year ended December 31, 2023, an NML subsidiary had entered into a loan agreement to finance one sale and leaseback arrangement. On September 12, 2024, the then outstanding balance of $3,962 was fully repaid.

 

11. On April 19, 2023, Alford Shipping Co., Finney Shipping Co., Kalamata Shipping Corporation, Nisbet Shipping Co. and Novara Shipping Co. signed a loan agreement with a bank for an amount of $72,000 in order to refinance two term loans. On April 24, 2023, Alford Shipping Co., Finney Shipping Co., Kalamata Shipping Corporation, Nisbet Shipping Co. and Novara Shipping Co. drew down the amount of $69,000. As of December 31, 2025, the outstanding balance of $44,000 is repayable in 14 equal quarterly installments of $2,500, from January 2026 to April 2029 and a balloon payment of $9,000 payable together with the last installment.

 

12. On May 26, 2023, Capetanissa Maritime Corporation and Berg Shipping Co. signed a loan agreement with a bank for an amount of $25,548 in order to refinance two term loans. On May 30, 2023, Capetanissa Maritime Corporation and Berg Shipping Co. drew down the amount of $24,167 in two tranches. As of December 31, 2025, the outstanding balance of Tranche A of $9,055 is repayable in 10 equal quarterly installments of $513.2, from February 2026 to May 2028 and a balloon payment of $3,923 payable together with the last installment. As of December 31, 2025, the outstanding balance of Tranche B of $6,362 is repayable in 10 equal quarterly installments of $361.8, from February 2026 to May 2028 and a balloon payment of $2,744 payable together with the last installment.

 

13. During the year ended December 31, 2023, four NML subsidiaries entered into a loan agreement to finance four sale and leaseback arrangements that they have entered into. On July 10, 2024, one of the four NML subsidiaries prepaid the then outstanding balance of $8,010. As of December 31, 2025, the outstanding balance of $20,250 is repayable in 11 equal quarterly installments of $750, from January 2026 to July 2028 with an aggregate balloon payment of $12,000 that is payable together with the respective last installment.

 

14. During the year ended December 31, 2023, two NML subsidiaries entered into a loan agreement to finance two sale and leaseback arrangements that they have entered into. On July 19, 2024, one of the two NML subsidiaries prepaid the then outstanding balance of $8,710. As of December 31, 2025, the aggregate outstanding balance of $7,150 is repayable in 10 equal quarterly installments of $260, from January 2026 to April 2028 with a balloon payment of $4,550 that is payable together with the last installment.

 

15. During the year ended December 31, 2024, two NML subsidiaries entered into a loan agreement to finance two sale and leaseback arrangements that they have entered into. As of December 31, 2025, the aggregate outstanding balance of $9,648 is repayable in equal quarterly installments, from March 2026 to October 2028 with an aggregate balloon payment of $4,450 that is payable together with the respective last installment.

 

16. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $3,952 is repayable in 10 equal quarterly installments of $247.5, from March 2026 to June 2028 with a balloon payment of $1,477 that is payable together with the respective last installment.

 

17. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $4,574 is repayable in 11 equal quarterly installments of $234, from March 2026 to September 2028 with a balloon payment of $2,000 that is payable together with the respective last installment.

 

F-32

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

18. During the year ended December 31, 2024, two NML subsidiaries entered into a loan agreement to finance two sale and leaseback arrangements that they have entered into. As of December 31, 2025, the aggregate outstanding balance of $8,531 is repayable in variable quarterly installments, from March 2026 to February 2029 with an aggregate balloon payment of $5,250 that is payable together with the respective last installment.

 

19. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $9,792 is repayable in 12 equal quarterly installments of $351, from March 2026 to December 2028 with a balloon payment of $5,580 that is payable together with the respective last installment.

 

20. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $8,934 is repayable in 11 variable quarterly installments, from March 2026 to September 2028 with a balloon payment of $4,275 that is payable together with the respective last installment.

 

21. During the year ended December 31, 2024, three NML subsidiaries entered into a loan agreement to finance three sale and leaseback arrangements that they have entered into. On December 20, 2024, one of the three NML subsidiaries prepaid the then outstanding balance of $10,257. On June 17, 2025, one of the three NML subsidiaries prepaid the then outstanding balance of $10,489. On August 26, 2025, the then outstanding balance of $10,282 was fully repaid.

 

22. During the year ended December 31, 2024, two NML subsidiaries entered into a loan agreement to finance two sale and leaseback arrangements that they have entered into. On May 30, 2025 one of the two NML subsidiaries prepaid the then outstanding balance of $7,610. On November 21, 2025, the then outstanding balance of $7,670 was fully repaid.

 

23. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $5,030 is repayable in 14 equal quarterly installments of $220, from January 2026 to April 2029 with a balloon payment of $1,950 that is payable together with the last installment.

 

24. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. On July 8, 2025, the then outstanding balance of $4,820 was fully repaid.

 

25. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $3,545 is repayable in 12 equal quarterly installments of $210, from February 2026 to November 2028 with a balloon payment of $1,025 that is payable together with the last installment.

 

26. During the year ended December 31, 2024, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $4,617 is repayable in 16 equal quarterly installments of $128.3, from February 2026 to August 2029 with a balloon payment of $2,565 that is payable together with the last installment.

 

27. During the year ended December 31, 2025, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. As of December 31, 2025, the outstanding balance of $10,917 is repayable in 14 variable installments, from January 2026 to February 2029 with a balloon payment of $6,120 that is payable together with the last installment.

 

28. During the year ended December 31, 2025, one NML subsidiary entered into a loan agreement to finance one sale and leaseback arrangement that it has entered into. On November 14, 2025, the then outstanding balance of $18,795 was fully repaid.

 

29. On March 31, 2025, Sykes Maritime Co. entered into a loan agreement with a bank for an amount of up to $23,500 in order to finance the acquisition cost of one vessel under a financing agreement discussed in Note 11(a). On March 31, 2025, the amount of $23,500 was drawn down. As of December 31, 2025, the outstanding balance of $22,323 is repayable in 17 equal quarterly installments of $392.5, from March 2026 to March 2030 with a balloon payment of $15,650 that is payable together with the last installment.

 

30. During the year ended December 31, 2025, seven NML subsidiaries entered into a loan agreement to finance seven sale and leaseback arrangements that they have entered into. As of December 31, 2025, the aggregate outstanding balance of $78,041 is repayable in variable quarterly installments, from February 2026 to August 2030 with an aggregate balloon payment of $40,120 that is payable together with the respective last installment.


F-33

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

31. On September 4, 2025, Beardmore Maritime Co. and Fairbank Maritime Co. entered into a loan agreement with a bank for an amount of up to $120,000 in order to finance the acquisition cost of the two vessels under the financing arrangements discussed in Note 10.B.2 below. On October 10, 2025, the two companies drew down the amount of $120,000 in two tranches. As of December 31, 2025, the outstanding balance of each tranche of $6,000 is repayable in 20 equal quarterly installments of $937.5, from January 2026 to October 2030 and a balloon payment of $41,250 payable together with the last installment.

 

32. On September 5, 2025, Bertrand Maritime Co., Schofield Maritime Co., Barkley Shipping Co. and Conley Shipping Co. entered into a loan agreement with a bank for an amount of up to $245,000 in order to finance the acquisition cost of the two vessels under the financing agreement discussed in Note 10.B.1 below, and the acquisition cost of the two vessels under the financing arrangements discussed in Note 10.B.2. On October 9, 2025, Barkley Shipping Co. and Conley Shipping Co. drew down the aggregate amount of $130,000 in two tranches, tranche C and tranche D, and on October 15, 2025, Bertrand Maritime Co. and Schofield Maritime Co. drew down the aggregate amount of $111,571 in two tranches, tranche A and tranche B. As of December 31, 2025, the aggregate balance of tranche A and tranche B of $111,571, is repayable in 20 equal quarterly installments of $1,743.3, from January 2026 to October 2030 and an aggregate balloon payment of $76,704.7 payable together with the last installment. As of December 31, 2025, the aggregate balance of tranche C and tranche D of $130,000, is repayable in 20 equal quarterly installments of $1,625, from January 2026 to October 2030 and an aggregate balloon payment of $97,500 payable together with the last installment.

 

33. During the year ended December 31, 2025, two NML subsidiaries entered into a loan agreement to finance two sale and leaseback arrangements that they have entered into. As of December 31, 2025, the aggregate outstanding balance of $10,429 is repayable in 18 equal quarterly installments of $368.3, from January 2026 to April 2030 with an aggregate balloon payment of $3,800 that is payable together with the last installment.

 

Each of the term loans discussed above bears interest at Term Secured Overnight Financing Rate (“SOFR”) plus a spread, other than (i) the loans discussed in Notes 10.A.6, 10.A.9, 10.A.12, 10.A.15, 10.A.16, 10.A.17, 10.A.18, 10.A.22, 10.A.23, 10.A.25, 10.A.26 which bear interest at Daily Non-Cumulative Compounded SOFR plus a spread and (ii) the loan discussed in Note 10.A.2 which bears interest at a fixed rate. The term loans are secured by, inter alia, (a) first-priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of Costamare or its subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, as to additional indebtedness and as to further mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses in the range of 110% to 140%, restrictions on dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend and may also require the Company to maintain minimum liquidity, minimum net worth, interest coverage and leverage ratios, as defined.

 

B. Other Financing Arrangements

 

1. In August 2018, the Company, through five wholly-owned subsidiaries, entered into five pre and post-delivery financing agreements with a financial institution for the five newbuild containerships. The Company is required to repurchase each underlying vessel at the end of the lease and as such it has assessed that under ASC 606, the advances paid for the vessels under construction are not derecognized and the amounts received are accounted for as financing arrangements. The total financial liability under these financing agreements is repayable in 120 monthly installments beginning upon vessel delivery date including the amount of purchase obligation at the end of the agreements. On October 10, 2025, following the agreement of the loan discussed in Note 10.A.32, Barkley Shipping Co. and Conley Shipping Co. prepaid the then outstanding amount of $126,873 and acquired the vessels YM Triumph and YM Truth. As of December 31, 2025, the aggregate outstanding amount of the financing arrangements of the remaining three vessels is repayable in variable installments from January 2026 to May 2031, including the amount of purchase obligation at the end of each financing agreement. The financing arrangements bear fixed interest and for the years ended December 31, 2023, 2024 and 2025, the aggregate interest expense incurred amounted to $16,957, $16,095 and $14,052, respectively, and is included in Interest and finance costs in the accompanying consolidated statements of income.

 

F-34

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

2. On November 12, 2018, the Company entered into a Share Purchase Agreement with York (the “York SPA”). Since that date, the financing arrangements that the five ship-owning companies had previously entered into for their vessels are included in the consolidation. On June 17, 2022, following the agreement of the loan discussed in Note 10.A.6, the Company prepaid the then outstanding amount of $77,435 under the respective financing arrangement in order to acquire the vessel Triton. On October 13, 2025, following the agreement of the loan discussed in Note 10.A.31, Beardmore Maritime Co. and Fairbank Maritime Co. prepaid the then outstanding amount under the respective financing arrangements of $112,625 and acquired the vessels Talos and Theseus. On October 16, 2025, following the agreement of the loan discussed in Note 10.A.32, Bertrand Maritime Co. and Schofield Maritime Co. prepaid the then outstanding amount under the respective financing arrangements of $110,837 and acquired the vessels Titan and Taurus. There was no outstanding balance of the financing arrangements as at December 31, 2025. The financing arrangements bore fixed interest and for the years ended December 31, 2023, 2024 and 2025, the aggregate interest expense incurred amounted to $12,511, $11,351 and $8,122, respectively, and is included in Interest and finance costs in the accompanying consolidated statements of income.

 

As of December 31, 2025, the aggregate outstanding balance of the financing arrangements under (1) and (2) above was $193,632.

 

C. Unsecured Bond Loan (“Bond Loan”)

 

In May 2021, the Company, through its wholly-owned subsidiary, Costamare Participations Plc (the “Issuer”), issued €100 million of unsecured bonds to investors (the “Bond Loan”) and listed the bonds on the Athens Exchange. The Bond Loan was originally due to mature in May 2026 and carried a coupon of 2.70%, payable semiannually. The bond offering was completed on May 25, 2021. The trading of the Bonds on the Athens Exchange commenced on May 26, 2021. The net proceeds of the offering were used for the repayment of indebtedness, vessel acquisitions and working capital purposes.

 

On October 11, 2024, Costamare Participations Plc announced the early redemption of the Bond Loan in full and on November 25, 2024, the Bond Loan, along with the coupon payment and a premium of 0.5% on the nominal amount was fully prepaid.

 

During the years ended December 31, 2023 and 2024, the interest expense incurred amounted to $2,962 and $2,688.0, respectively and is included in Interest and finance costs in the accompanying consolidated statements of income.

 

D. Annual Repayments of total long-term debt.

 

The annual repayments under the Term Loans and Other Financing Arrangements after December 31, 2025, are in the aggregate as follows:

 

Year ending December 31

  

Amount

  

2026

   $ 270,754  

2027

     281,189  

2028

     185,596  

2029

     235,840  

2030

     421,263  

2031 and thereafter

     128,337  

Total

  $ 1,522,979  

 

The interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of derivatives) as of December 31, 2023, 2024 and 2025, was in the range 2.99% - 9.00%, 2.99% - 6.63% and 2.99% - 5.88%, respectively. The weighted average interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of derivatives) as of December 31, 2023, 2024 and 2025, was 4.7%, 4.7% and 4.8%, respectively.

 

Total interest expense incurred on long-term debt including the effect of the hedging interest rate swaps / caps (discussed in Notes 17 and 19) and capitalized interest for the years ended December 31, 2023, 2024 and 2025, amounted to $107,842, $95,693 and $79,799, respectively. In 2025, an amount of $466 is capitalized and included in Vessels and Advances, net in the consolidated balance sheet as of December 31, 2025.

 

F-35

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

E. Financing Costs

 

The amounts of financing costs included in the loan balances and finance lease liabilities (Note 11) are as follows:

 

Balance, January 1, 2024

   $ 16,561  

Additions

     1,306  

Amortization and write-off

     (6,471 )

Balance, December 31, 2024

   $ 11,396  

Additions

     3,022  

Amortization and write-off

     (6,277 )

Balance, December 31, 2025

   $ 8,141  

Less: Current portion of financing costs

     (2,623 )

Financing costs, non-current portion

   $ 5,518  

 

Financing costs represent legal fees and fees paid to the lenders for the arrangement of the Company’s financing. The amortization and write-off of loan financing costs is included in Interest and finance costs in the accompanying consolidated statements of income (Note 17).

 

 

11. Right-of-Use Assets, Finance Lease Liabilities, Investment in leaseback vessels and Net investment in Sales-type leases:

 

(a) Right-of-Use Assets and Finance Lease Liabilities:

 

On May 12, 2023, the Company entered into a Share Purchase Agreement with York and assumed the related finance lease liability with reference to the sale and leaseback agreement dated December 15, 2015. On the acquisition date, the Company accounted for the arrangement as a finance lease and recognized the finance lease liability amounting to $28,064, making use of an incremental borrowing rate of 6.04%. On April 16, 2025, the then outstanding balance of the finance lease liability was fully repaid through the term loan discussed in Note 10.A.29 and the vessel Polar Brasil was repurchased and recorded under Vessels and Advances, net in the accompanying consolidated balance sheets (Note 8).

 

The depreciation with respect to the right-of-use assets under finance lease, charged during the years ended December 31, 2023, 2024 and 2025, amounted to $817, $1,393 and $401, respectively, and is included in Depreciation in the accompanying consolidated statements of income. As of December 31, 2024 and 2025, the carrying value of the right-of-use assets under finance lease amounted to $37,818 and nil, respectively, and is separately reflected as Finance leases, right-of-use assets, in the accompanying consolidated balance sheets.

 

Total interest expenses incurred on finance leases, for the years ended December 31, 2023, 2024 and 2025, amounted to $950, $1,510 and $421, respectively, and are included in Interest and finance costs in the accompanying consolidated statements of income.

 

The total finance lease liabilities as of December 31, 2024 and 2025, amounted to $23,877 and nil, respectively, and are separately reflected in Finance lease liability in the accompanying consolidated balance sheets.

 

F-36

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(b) Investments in leaseback vessels:

 

i.

At the time that the Company obtained control in NML (Note 1), NML subsidiaries had the following vessels under sale and leaseback arrangements:

 

1. One container vessel that was originally acquired in May 2021 by a wholly-owned subsidiary of NML and was leased back under bareboat charter to the seller for a period of 4.75 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The quarterly payments under the bareboat charter agreement bear interest at SOFR plus a margin. At March 30, 2023, the date the Company obtained control over NML, the Company assessed that the arrangement constituted a failed sale and recognized loan receivable of $9,479. During the year ended December 31, 2024, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

2. One dry bulk vessel that was originally acquired in May 2022 by a wholly-owned subsidiary of NML and was leased back under bareboat charter to the seller for a period of 5.5 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. At March 30, 2023, the date the Company obtained control over NML, the Company assessed that the arrangement constituted a failed sale and recognized loan receivable of $8,439. During the year ended December 31, 2023, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

3. One dry bulk vessel that was originally acquired in December 2022 by a wholly-owned subsidiary of NML and was leased back under bareboat charter to the seller for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at a fixed rate. At March 30, 2023, the date the Company obtained control over NML, the Company assessed that the arrangement constituted a failed sale and recognized loan receivable of $15,194. During the year ended December 31, 2024, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

4. One dry bulk vessel that was originally acquired in December 2022 by a wholly-owned subsidiary of NML and leased back under bareboat charter to the seller for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. At March 30, 2023, the date the Company obtained control over NML, the Company assessed that the arrangement constituted a failed sale and recognized loan receivable of $6,515. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $4,657 and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

ii.

Subsequent to the NML acquisition (Note 1), NML acquired the following vessels under sale and lease back arrangements:

 

1. In March 2023, NML acquired one dry bulk vessel for $12,250, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2024, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

2. In April 2023, NML acquired one dry bulk vessel for $12,250, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $9,051, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

F-37

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

3. In May 2023, NML acquired one dry bulk vessel for $10,350, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $7,104, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

4. In June 2023, NML acquired one dry bulk vessel for $9,350, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,205, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

5. In July 2023, NML acquired one tanker vessel for $10,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The quarterly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2024, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

6. In July 2023, NML acquired one tanker vessel for $10,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The quarterly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $7,485, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

7. In July 2023, NML acquired one tanker vessel for $10,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The quarterly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $7,485, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

8. In July 2023, NML acquired one tanker vessel for $10,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The quarterly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $7,485, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

9. In August 2023, NML acquired an offshore supply vessel for $13,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear fixed interest. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

F-38

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

10. In August 2023, NML acquired an offshore support vessel for $13,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear fixed interest. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

11. In September 2023, NML acquired one dry bulk vessel for $8,500 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,556, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

12. In September 2023, NML acquired a multipurpose offshore vessel for $14,400, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear fixed interest. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $9,715, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

13. In October 2023, NML acquired one dry bulk vessel for $8,500, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,570, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

14. In November 2023, NML acquired one dry bulk vessel for $8,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,191, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

15. In December 2023, NML acquired one dry bulk vessel for $12,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

16. In December 2023, NML acquired one dry bulk vessel for $11,700, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

F-39

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

17. In December 2023, NML acquired one dry bulk vessel for $7,350, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

18. In December 2023, NML acquired one dry bulk vessel for $6,485, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $5,469, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

19. In December 2023, NML acquired one dry bulk vessel for $14,000, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $10,824, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

20. In February 2024, NML acquired one dry bulk vessel for $6,325, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $5,346, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

21. In February 2024, NML acquired one dry bulk vessel for $14,600, and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $11,672, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

22. In April 2024, NML acquired one dry bulk vessel for $8,500 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,857, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

23. In April 2024, NML acquired one dry bulk vessel for $24,000 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The quarterly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

F-40

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

24. In July 2024, NML acquired an offshore support vessel for $16,000 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear fixed interest. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $13,280, net of loan origination fees, and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

25. In August 2024, NML acquired one dry bulk vessel for $6,413 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $5,509, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

26. In October 2024, NML acquired an offshore support vessel for $15,000 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear fixed interest. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. During the year ended December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was fully received and the vessel was repurchased by the lessee.

 

27. In November 2024, NML acquired an offshore support vessel for $10,000 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear fixed interest. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $7,820, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

28. In April 2025, NML acquired an offshore support vessel for $9,500 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $8,219, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

29. In April 2025, NML acquired a dry bulk vessel for $6,920 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,162, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

30. In May 2025, NML acquired a dry bulk vessel for $6,825 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,120, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

F-41

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

31. In May 2025, NML acquired an offshore support vessel for $9,500 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $8,359, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

32. In June 2025, NML acquired an offshore support vessel for $15,300 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $14,614, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

33. In June 2025, NML acquired an offshore support vessel for $15,300 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $14,614, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

34. In June 2025, NML acquired an offshore support vessel for $13,700 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $12,972, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

35. In June 2025, NML acquired an offshore support vessel for $13,700 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $12,972, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

36. In June 2025, NML acquired an offshore support vessel for $13,500 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $12,721, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

37. In June 2025, NML acquired an offshore support vessel for $13,500 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $12,730, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

F-42

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

38. In June 2025, NML acquired an offshore support vessel for $5,490 and leased the vessel back to the seller under bareboat charter for a period of 3.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $4,525, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

39. In June 2025, NML acquired an offshore support vessel for $7,420 and leased the vessel back to the seller under bareboat charter for a period of 3.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $5,697, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

40. In June 2025, NML acquired an offshore support vessel for $9,774 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $7,947, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

41. In July 2025, NML acquired an offshore support vessel for $10,000 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $9,042, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

42. In July 2025, NML acquired an offshore support vessel for $17,257 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $15,894, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

43. In August 2025, NML acquired a dry bulk vessel for $6,600 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,270, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

44. In September 2025, NML acquired a dry bulk vessel for $8,750 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $8,416, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

F-43

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

45. In September 2025, NML acquired a dry bulk vessel for $9,375 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $9,032, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

46. In September 2025, NML acquired a dry bulk vessel for $10,000 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $9,647, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

47. In October 2025, NML acquired a dry bulk vessel for $9,375 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $9,101, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

48. In November 2025, NML acquired a dry bulk vessel for $10,000 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at Daily Non-Cumulative Compounded SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $9,803, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

49. In December 2025, NML acquired a container vessel for $8,335 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $8,212, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

 

50. In December 2025, NML acquired a dry bulk vessel for $6,330 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years. The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. The Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of December 31, 2025, the outstanding loan receivable balance under the bareboat agreement was $6,239, net of loan origination fees and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

F-44

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(c) Net investment in Sales-type leases: In April and May 2023, the container vessels Vela and Vulpecula, respectively, commenced variable rate time charters. The time charters were classified as Sales-type leases.

 

The balance of the Net investment in sales-type lease reflected in the accompanying balance sheet is analyzed as follows:

 

   

December 31, 2024

    

December 31, 2025

  

Lease receivable

   $ 18,976     $ 4,447  

Unguaranteed residual value

     506       2,286  

Net investment in sales-type lease vessels

   $ 19,482     $ 6,733  

 

During the years ended December 31, 2023, 2024 and 2025, the interest income relating to the net investment in sales-type leases amounted to $41,299, $43,149 and $10,856, respectively, and is included in Voyage revenue in the accompanying consolidated statements of income. The following table presents a maturity analysis of the lease payments on sales-type leases to be received over the next three years and thereafter, as well as a reconciliation of the undiscounted cash flows to the net investment in the lease receivables recognized in the consolidated balance sheet at December 31, 2025.

 

Year ending December 31,

  

Amount

  

2026

   $ 6,038  

2027

     5,606  

2028

     1,741  

Total undiscounted cash flows

   $ 13,385  

Present value of lease payments*

   $ 4,447  

 

*The difference between the present value of the lease payments and the net investment in the lease balance in the balance sheet is due to the vessels unguaranteed residual value, which is included in the net investment in the lease balance but is not included in the future lease payments.

 

 

12. Accrued Charter Revenue, Current and Non-Current, Unearned Revenue, Current and Non-Current and Time Charter Assumed, Current and Non-Current: 

 

(a) Accrued Charter Revenue, Current and Non-Current: The amounts presented as current and non-current accrued charter revenue in the accompanying consolidated balance sheets as of December 31, 2024 and 2025, reflect revenue earned, but not collected, resulting from charter agreements providing for varying annual charter rates over their terms, which were accounted for on a straight-line basis at their average rates.

 

As of December 31, 2024, the net accrued charter revenue, totaling ($16,371), comprises of $11,929 separately reflected in Current assets, $2,688 separately reflected in Non-current assets and ($30,988) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated 2024 balance sheet. As of December 31, 2025, the net accrued charter revenue, totaling ($19,338), comprises of $5,576 separately reflected in Current assets, $3,672 separately reflected in Non-current assets and ($28,586) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated 2025 balance sheet. The maturities of the net accrued charter revenue as of December 31 of each year presented below are as follows:

 

F-45

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)


Year ending December 31,

 

Amount

  

2026

   $ (9,029 )

2027

     (6,354 )

2028

     (3,624 )

2029

     (331 )

Total

   $ (19,338 )

 

(b) Unearned Revenue, Current and Non-Current: The amounts presented as current and non-current unearned revenue in the accompanying consolidated balance sheets as of December 31, 2024 and 2025, reflect: (a) cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met, (b) any unearned revenue resulting from charter agreements providing for varying annual charter rates over their term, which were accounted for on a straight-line basis at their average rate, (c) the unamortized balance of the Time charter assumed liability associated with the acquisition of Polar Brasil discussed in Note 11(a), with charter party assumed at value below its fair market value at the date of delivery of the vessel and (d) the unamortized deferred rent pursuant to the acquisition of Maersk Puelo discussed in Note 8. During the year ended December 31, 2025, the amortization of the liability amounted to $4,187, ($876 for the year ended December 31, 2024 and $510 for the year ended December 31, 2023) and is included in Voyage revenue in the accompanying consolidated statement of income.

 

   

December 31, 2024

    

December 31, 2025

  

Hires collected in advance

   $ 8,470     $ 10,276  

Charter revenue resulting from varying charter rates

     30,988       33,134  

Unamortized balance of charters assumed

     64       -  

Unamortized deferred rent

     -       42,378  

Total

   $ 39,522     $ 85,788  

Less current portion

     (24,902 )     (42,627 )

Non-current portion

   $ 14,620     $ 43,161  

 

(c) Time Charter Assumed, Current and Non-Current: On November 12, 2018, the Company purchased the 60% equity interest it did not previously own in the companies owning the containerships Triton, Titan, Talos, Taurus and Theseus. Any favorable lease terms associated with these vessels were recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 7.4 years. On March 29, 2021, the Company purchased the 51% equity interest it did not previously own in the company owning the containership Cape Artemisio. Any favorable lease term associated with this vessel was recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 4.3 years. On December 11, 2023, the Company purchased the remaining 51% equity interest in the company owning the containership Arkadia. Any favorable lease term associated with this vessel was recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 0.2 years. As of December 31, 2024 and December 31, 2025, the aggregate balance of time charter assumed (current and non-current) was $269 and $74, respectively, and is separately reflected in the accompanying consolidated balance sheets. During the year ended December 31, 2025, the amortization expense of Time-charter assumed amounted to $195 ($405 for the year ended December 31, 2024 and $313 for the year ended December 31, 2023) and is included in Voyage revenue in the accompanying consolidated statements of income.

 

F-46

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

13. Commitments and Contingencies

 

a) Time charters: As of December 31, 2025, future minimum contractual time charter revenues assuming 365 revenue days per annum per vessel and the earliest redelivery dates possible, based on vessels’ committed, non-cancellable, time charter contracts, are as follows:

 

Year ending December 31,

  

Amount

  

2026

   $ 773,403  

2027

     737,906  

2028

     665,929  

2029

     426,086  

2030

     273,252  

2031 and thereafter

     723,902  

Total

   $ 3,600,478  

 

These arrangements, as at December 31, 2025, have remaining terms of up to 129 months.

 

(b) Capital Commitments: As of December 31, 2025, the Company had outstanding capital commitments of $541.4 million, in the aggregate, for (i) the six newbuild vessels under construction (Note 8), (ii) the acquisition of eight vessels  through NML from a joint venture, as guarantor, and related entities, as sellers, under sale and leaseback transactions, subject to final documentation, under which the vessels will be chartered back to the sellers under bareboat charter agreements (the Company’s Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos, and a member of his family  hold an equity interest of approximately 17% each in the joint venture); and (iii) the acquisition of four vessels through NML under a sale and leaseback transaction, subject to final documentation, under which the vessels will be chartered back to the sellers under bareboat charter agreements. The annual payments of such capital commitments after December 31, 2025 are in the aggregate as follows:

 

Year ending December 31

  

Amount (in millions of U.S. dollars)

  

2026

   $ 165.0  

2027

     330.3  

2028

     46.1  

Total

   $ 541.4  

 

(c) Other: Various claims, suits, and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents or suppliers relating to the Company’s vessels. Currently, management is not aware of any such claims not covered by insurance or of any contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying consolidated financial statements. 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 covered for liabilities associated with the vessels’ operations up to the customary limits provided by the Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.

 

 

14. Redeemable Non-controlling Interest

 

In 2022, the Company participated with three other investors (the “Other Investors”) in the share capital increase of CBI whereby (i) the Company became the holder of 100,000,000 common shares of CBI (representing 92.5% of the issued share capital of CBI) in exchange of $100,000 and (ii) the three Other Investors acquired, in aggregate, 8,108,108 common shares of CBI (representing 7.5% of the issued share capital of CBI) in exchange of $3,750. During the year ended December 31, 2023, CBI increased its share capital by issuing another 100,000,000 common shares to the Company in exchange for $100,000 and 8,108,108 common shares to the Other Investors in exchange for $3,750. In November 2024, the Company purchased 10,810,810.67 common shares of CBI (5.0%) from two of the Other Investors, increasing its stake in CBI to 97.5% (210,810,810.67 common shares), with payments in monthly installments until October 2026.

 

F-47

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

On November 14, 2022, the Company and the Other Investors entered into a shareholders’ agreement to regulate the operation of CBI. Pursuant to the shareholders agreement, an Other Investor can sell its shares in CBI at any time after the earlier of (i) the date that the service contract (the “Service Contract”) of the beneficial owner of that Other Investor is terminated without cause by the relevant Local Agency and (ii) November 22, 2025. In the event that the relevant Other Investor seeks to sell its shares, according to the terms of the shareholders agreement, it can do so by: (a) first offering all (and not part) of its shares to the remaining Other Investors; (b) if none of the remaining Other Investors accept to purchase all the offered shares, secondly by offering its shares to the Company; (c) if the Company does not accept to purchase all the offered shares, thirdly by offering the shares to any third-party; and (d) if no third-party accepts to buy all the offered shares, fourthly by serving notice (the “Put Notice”) on the Company to purchase the offered shares at a cash price equaling 70% or, in the case the Service Contract was terminated without cause, 100% of their fair market value at the time of such Put Notice. In that case, the Company shall in effect redeem to the relevant Other Investor the whole or part of the value of its shares.

 

Based upon the Company’s evaluation of the redemption provisions concerning redeemable noncontrolling interests it was initially determined that the shareholders agreement contains provisions that require the Company to repurchase the non-controlling equity interest upon an occurrence of a specific triggering event that is not solely within control of the Company, and as such the Company classified the redeemable non-controlling interest outside of permanent equity. Following the Spin-Off and the acquisition by Costamare Bulkers of the shares of CBI (as described in Note 1) and the resulting deconsolidation of CBI from the Company, the carrying value of the redeemable non-controlling interest in CBI as of December 31, 2025 was nil.

 

Temporary equity – Redeemable non-controlling interest in subsidiary

  

Amount

  

Balance, December 31, 2023

   $ 629
  

Net loss attributable to redeemable non-controlling interest

     (6,839 )

Transfer to Additional Paid-In Capital due to purchase of non-controlling interest

     3,757  

Balance, December 31, 2024

   $ (2,453 )

Net loss attributable to redeemable non-controlling interest

     (213 )

Transferred to Additional Paid-in Capital

     2,666  

Balance, December 31, 2025

   $ -
  

 

 

15. Stockholders’ equity:

 

(a) Common Stock: During each of the years ended December 31, 2025 and 2024, the Company issued 598,400 shares at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 4). The fair value of such shares was calculated based on the closing trading price at the date of issuance. There were no share-based payment awards outstanding during the year ended December 31, 2025.

 

On July 6, 2016, the Company implemented the Plan, which offers holders of Company common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in the Company’s common stock. Participation in the Plan is optional, and shareholders who decide not to participate in the Plan will continue to receive cash dividends, as declared and paid in the usual manner. During the year ended December 31, 2024, the Company issued 981,410 shares at par value of $0.0001 to its common stockholders, at an average price of $11.4704 per share. During the year ended December 31, 2025, the Company issued 31,096 shares at par value of $0.0001 to its common stockholders, at an average price of $10.5340 per share.

 

On November 30, 2021, the Company approved a share repurchase program of up to a maximum $150,000 of its common shares and up to $150,000 of its preferred shares. The timing of repurchases and the exact number of shares to be purchased will be determined by the Company’s management, in its discretion. During the year ended December 31, 2025, no common shares were repurchased under the share repurchase program.

 

F-48

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

As of December 31, 2025, the aggregate issued share capital was 131,588,439 common shares at par value of $0.0001 of which 120,583,929 common shares were outstanding.

 

(b) Preferred shares: On June 14, 2024, the Company announced the redemption of all of its 4,574,100 shares of 8.875% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”) with a liquidation preference of $25.00 per share along with the payment of a final dividend of 8.875% per share for the period from April 15, 2024 to July 14, 2024. The difference between the carrying value and the fair value of the redeemed shares of the Series E Preferred Stock plus any accrued interest amounting to $5,446, in aggregate, was recognized as a reduction of retained earnings as a deemed dividend to the holders of the Series E Preferred Stock and has been considered in the calculation of Earnings per Common Share for the year ended December 31, 2024. The Company proceeded with the full redemption of its Series E Preferred Stock on July 15, 2024.

 

On October 15, 2025, the Company entered into a Stock Subscription Agreement with its Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos, pursuant to which Konstantinos Konstantakopoulos purchased 1,200 shares of Series F Preferred Stock (the “Series F Preferred Stock”), par value $0.0001 per share, for an aggregate purchase price of $1.2. The Series F Preferred Stock do not have any dividend or distribution rights. Each Series F Preferred Stock entitles its holder to 50,000 votes on all matters submitted to a vote of the shareholders. All shares of Series F Preferred Stock are subject to redemption by the Company at any time for a redemption price equal to $1 per share.

 

(c) Dividends declared and / or paid: During the year ended December 31, 2023, the Company declared and paid to its common stockholders (i) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $10,219 in cash and issued 384,177 shares pursuant to the Plan for the fourth quarter of 2022, (ii) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $10,043 in cash and issued 498,030 shares pursuant to the Plan for the first quarter of 2023, (iii) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $9,511 in cash and issued 380,399 shares pursuant to the Plan for the second quarter of 2023 and (iv) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $9,313 in cash and issued 479,714 shares pursuant to the Plan for the third quarter of 2023.

 

During the year ended December 31, 2024, the Company declared and paid to its common stockholders (i) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $9,320 in cash and issued 420,178 shares pursuant to the Plan for the fourth quarter of 2023, (ii) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $9,324 in cash and issued 369,223 shares pursuant to the Plan for the first quarter of 2024, (iii) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $11,212 in cash and issued 185,758 shares pursuant to the Plan for the second quarter of 2024 and (iv) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $13,694 in cash and issued 6,251 shares pursuant to the Plan for the third quarter of 2024.

 

During the year ended December 31, 2025, the Company declared and paid to its common stockholders (i) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $13,715 in cash and issued 7,056 shares pursuant to the Plan for the fourth quarter of 2024, (ii) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $13,734 in cash and issued 8,635 shares pursuant to the Plan for the first quarter of 2025, (iii) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $13,747 in cash and issued 8,470 shares pursuant to the Plan for the second quarter of 2025 and (iv) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $13,764 in cash and issued 6,935 shares pursuant to the Plan for the third quarter of 2025.

 

During the year ended December 31, 2023, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2022 to January 14, 2023, (ii) $939, or $0.476563 per share for the period from January 15, 2023 to April 14, 2023, (iii) $939, or $0.476563 per share, for the period from April 15, 2023 to July 14, 2023 and (iv) $939, or $0.476563 per share, for the period from July 15, 2023 to October 14, 2023.

 

During the year ended December 31, 2024, the Company declared and paid its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2023 to January 14, 2024, (ii) $939, or $0.476563 per share for the period from January 15, 2024 to April 14, 2024, (iii) $939, or $0.476563 per share for the period from April 15, 2024 to July 14, 2024 and (iv) $939, or $0.476563 per share for the period from July 15, 2024 to October 14, 2024.

 

F-49

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the year ended December 31, 2025, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2024 to January 14, 2025, (ii) $939, or $0.476563 per share for the period from January 15, 2025 to April 14, 2025, (iii) $939, or $0.476563 per share for the period from April 15, 2025 to July 14, 2025 and (iv) $939, or $0.476563 per share for the period from July 15, 2025 to October 14, 2025.

 

During the year ended December 31, 2023, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2022 to January 14, 2023, (ii) $2,111, or $0.531250 per share for the period from January 15, 2023 to April 14, 2023, (iii) $2,111, or $0.531250 per share, for the period from April 15, 2023 to July 14, 2023 and (iv) $2,111, or $0.531250 per share, for the period from July 15, 2023 to October 14, 2023.

 

During the year ended December 31, 2024, the Company declared and paid its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2023 to January 14, 2024, (ii) $2,111, or $0.531250 per share for the period from January 15, 2024 to April 14, 2024, (iii) $2,111, or $0.531250 per share for the period from April 15, 2024 to July 14, 2024 and (iv) $2,111, or $0.531250 per share for the period from July 15, 2024 to October 14, 2024.

 

During the year ended December 31, 2025, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2024 to January 14, 2025, (ii) $2,111, or $0.531250 per share for the period from January 15, 2025 to April 14, 2025, (iii) $2,111, or $0.531250 per share for the period from April 15, 2025 to July 14, 2025 and (iv) $2,111, or $0.531250 per share for the period from July 15, 2025 to October 14, 2025.

 

During the year ended December 31, 2023, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2022 to January 14, 2023, (ii) $2,180, or $0.546875 per share for the period from January 15, 2023 to April 14, 2023, (iii) $2,180, or $0.546875 per share, for the period from April 15, 2023 to July 14, 2023 and (iv) $2,180, or $0.546875 per share, for the period from July 15, 2023 to October 14, 2023.

 

During the year ended December 31, 2024, the Company declared and paid its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2023 to January 14, 2024, (ii) $2,180, or $0.546875 per share for the period from January 15, 2024 to April 14, 2024, (iii) $2,180, or $0.546875 per share for the period from April 15, 2024 to July 14, 2024 and (iv) $2,180, or $0.546875 per share for the period from July 15, 2024 to October 14, 2024.

 

During the year ended December 31, 2025, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2024 to January 14, 2025, (ii) $2,180, or $0.546875 per share for the period from January 15, 2025 to April 14, 2025, (iii) $2,180, or $0.546875 per share for the period from April 15, 2025 to July 14, 2025 and (iv) $2,180, or $0.546875 per share for the period from July 15, 2025 to October 14, 2025.

 

During the year ended December 31, 2023, the Company declared and paid to its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2022 to January 14, 2023, (ii) $2,537, or $0.554688 per share for the period from January 15, 2023 to April 14, 2023, (iii) $2,537, or $0.554688 per share, for the period from April 15, 2023 to July 14, 2023 and (iv) $2,537, or $0.554688 per share, for the period from July 15, 2023 to October 14, 2023.

 

During the year ended December 31, 2024, the Company declared and paid its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2023 to January 14, 2024 and (ii) $2,537, or $0.554688 per share for the period from January 15, 2024 to April 14, 2024 and (iii) $2,537 (out of which an amount of $846 has been recorded in Interest and finance costs in the accompanying 2024 Statement of income), or $0.554688 per share for the period from April 15, 2024 to June 14, 2024.

 

During the year ended December 31, 2025, in connection with the Spin-Off, the Company distributed to its common stockholders as of the record date, April 29, 2025, a dividend in kind at the rate of one common share of Costamare Bulkers for every five shares of common stock of the Company held by each shareholder (24,022,218 common shares of Costamare Bulkers in the aggregate) (Note 1).

 

F-50

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

16. Earnings per share

 

All common shares issued are Costamare common stock and have equal rights to vote and participate in dividends. Profit or loss attributable to common equity holders is adjusted by the contractual amount of dividends on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock that should be paid for the period. Dividends paid or accrued on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock during each of the years ended December 31, 2023, 2024 and 2025, amounted to $31,068, $23,796 and $20,920, respectively.

 

        For the year ended December 31,  
    2023    

2024

    

2025

  
    EPS    

EPS

    

EPS

  

Net income from continuing operations

   $ 518,900
     $ 407,343
     $ 396,547
  

Net loss from discontinued operations

     (137,881 )     (91,009 )     (27,547 )

Net income

   $ 381,019
     $ 316,334
     $ 369,000
  

Less: Net income attributable to non-controlling interest in subsidiaries, continuing operations

     (1,878 )     (3,254 )     (4,638 )

Add: Net loss attributable to non-controlling interest in subsidiaries, discontinued operations

     6,608       6,839       213
  

Net income attributable to Costamare Inc.

     385,749       319,919       364,575
  

Less: paid and accrued earnings allocated to Preferred Stock

     (31,068 )     (23,796 )     (20,920 )

Less: deemed dividend in redemption of Series E Preferred Stock

     -       (5,446 )     -  

Net income available to common stockholders

   $ 354,681     $ 290,677
     $ 343,655  

Weighted average number of common shares, basic and diluted

     120,299,172
       119,299,405
       120,198,853
  

Earnings per common share, basic and diluted, continuing operations

   $ 4.09     $ 3.15     $ 3.09  

Losses per common share, basic and diluted, discontinued operations

     (1.15 )     (0.71 )     (0.23 )

Earnings per common share, basic and diluted

   $ 2.95     $ 2.44     $ 2.86  

 

 

17. Interest and Finance Costs:

 

The Interest and finance costs in the accompanying consolidated statements of income are as follows: 

 

   

For the year ended December 31,

  
   

2023

    

2024

    

2025

  

Interest expense

   $ 126,790
     $ 117,072
     $ 90,158
  

Interest capitalized

     -       -       (466 )

Derivatives’ effect

     (17,998 )     (19,023 )     (9,472 )

Amortization and write-off of financing costs

     7,133       6,436       6,277  

Amortization of excluded component related to cash flow hedges

     2,824
       4,110
       4,092
  

Bank charges and other financing costs

     874       1,025       770  

Total

   $ 119,623
     $ 109,620
     $ 91,359
  

 

 

18. Taxes:

 

Under the laws of the countries of incorporation of the vessel-owning companies and/or of the countries of registration of the vessels, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of income.

 

F-51

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The subsidiaries of the Company with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Management believes that, based on current legislation, the relevant companies are entitled to an exemption under Section 883 of the Internal Revenue Code of 1986, as amended. Subsidiaries of the Company may also be subject to tax in certain jurisdictions with respect to the relevant shipping income from vessels that trade to such jurisdictions unless an exception applies under the relevant Double Taxation Agreement.

 

 

19. Derivatives:

 

(a) Interest rate swaps and interest rate caps that meet the criteria for hedge accounting: The Company manages its exposure to floating interest rates and foreign currencies by entering into interest rate swaps and interest rate caps agreements with varying start and maturity dates.

 

The interest rate swaps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month SOFR. According to the Company’s Risk Management Accounting Policy, after putting in place the formal documentation at the inception of the hedging relationship, as required by ASC 815, these interest rate derivatives instruments qualified for hedge accounting. The change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in “Accumulated Other Comprehensive Income” and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in Interest and finance costs. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Gain / (Loss) on derivative instruments, net.

 

During the year ended December 31, 2024, three NML subsidiaries entered into three interest rate swap agreements with an aggregate notional amount of $33,683, which met hedge accounting criteria according to ASC 815 related to the loans discussed in Notes 10.A.20 and 10.A.21. During the same period and pursuant to the partial prepayment of the loan discussed in Note 10.A.21, one NML subsidiary terminated one of the three interest rate swap agreements and recorded a gain of $70, which is included in Gain / (loss) on derivative instruments, net, in the accompanying 2024 consolidated statement of income.

 

During the year ended December 31, 2025, pursuant to the prepayment of the loan discussed in Note 10.A.21, one NML subsidiary terminated one interest rate swap agreement and recorded a loss of $65, which is included in Gain / (loss) on derivative instruments, net, in the accompanying 2025 consolidated statement of income.

 

At December 31, 2024 and 2025, the Company had interest rate swap agreements and interest rate cap agreements with an outstanding notional amount of $805,028 and $631,755, respectively. The fair value of these derivatives outstanding as at December 31, 2024 and 2025 amounted to an asset of $31,645 and a net asset of $14,071, respectively, and these are included in the accompanying consolidated balance sheets. The maturity of these derivatives range between June 2026 and March 2031.

 

The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Income / (Loss) to earnings in respect of the settlements on interest rate swap and interest rate cap amounts to $4,822.

 

(b) Cross currency swaps that do not meet the criteria for hedge accounting: During the year ended December 31, 2021, the Company entered into two cross-currency swap agreements, which converted the Company’s variability of the interest and principal payments in Euro into USD functional currency cash flows with respect to the Unsecured Bond (Note 10(c)), in order to hedge its exposure to fluctuations deriving from Euro. Following the early prepayment of the Bond Loan on November 25, 2024, the Company redesignated the two cross-currency swaps as non-hedging instruments and recorded an unrealized loss of $1,047, which is included in Gain / (Loss) on derivative instruments, net in the accompanying 2024 consolidated statement of income. On November 21, 2025, the two cross-currency swaps matured and the Company recorded a gain of $9,957, which is included in Gain / (Loss) on derivative instruments, net in the accompanying 2025 consolidated statement of income. The fair value of these derivatives outstanding as at December 31, 2024 amounted to a liability of $18,387 and is included in the accompanying consolidated balance sheets.

 

(c) Foreign currency agreements, FX option zero cost collar and Foreign currency options: As of December 31, 2025, the Company holds 12 Euro/U.S. dollar forward agreements totaling $14,099 at an average forward rate of Euro/U.S. dollar 1.1749, expiring in monthly intervals up to December 2026. Furthermore, the Company entered into 12 Euro/U.S. dollar foreign currency options totaling $21,150 at an average call rate of Euro/U.S. dollar 1.1750, expiring in monthly intervals up to December 2026.

 

As of December 31, 2024, the Company held 12 Euro/U.S. dollar forward agreements totaling $39,600 at an average forward rate of Euro/U.S. dollar 1.0837, expiring in monthly intervals up to December 2025.

 

F-52

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The total change of forward contracts fair value for the year ended December 31, 2025, was a gain of $1,478 (a loss of $4,898 for the year ended December 31, 2024 and a gain of $1,177 for the year ended December 31, 2023) and is included in Gain / (loss) on derivative instruments, net in the accompanying consolidated statements of income. The fair value of the forward contracts as at December 31, 2024 and 2025, amounted to a liability of $1,369 and an asset of $110, respectively. The fair value of the foreign currency options as at December 31, 2025, was an asset of $393.

 

During the year ended December 31, 2025, the Company entered into an FX option zero cost collar agreement to manage its exposure to fluctuations of foreign currencies risks. On November 21, 2025, the agreement matured.

 

The Effect of Derivative Instruments for the years ended

  

December 31, 2023, 2024 and 2025

  

Derivatives in ASC 815 Cash Flow Hedging Relationships

  
   

Amount of Gain / (Loss) Recognized in

OCI on Derivative

  
   

2023

    

2024

    

2025

  

Interest rate swaps and cross-currency swaps

   $ 3,385     $ 24,401     $ 697  

Interest rate caps (included component)

     6,629       (4,564 )     (8,062 )

Interest rate caps (excluded component) (1)

     (16,589 )     (6,708 )     (428 )

Reclassification to Interest and finance costs

     (22,876 )     (23,254 )     (9,472 )

Reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs

     4,354       6,084       4,092  

Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation

     63       63       63  

Total

   $ (25,034 )   $ (3,978 )   $ (13,110 )

 

(1)

Excluded component represents interest rate caps instruments time value.

 

Derivatives Not Designated as Hedging Instruments

under ASC 815

  
 

Location of Gain / (Loss)

Recognized in Gain / (Loss) on derivative instruments, net

  

Amount of Gain / (Loss)

Recognized in Gain / (Loss) on derivative instruments, net

  
     

2023

    

2024

    

2025

  

Cross-currency swaps

Gain / (loss) on derivative instruments, net

   $ -     $ (1,047 )   $ 9,957  

Foreign currency options

Gain / (loss) on derivative instruments, net

     -       -       393  

Forward currency contracts

Gain / (loss) on derivative instruments, net

     1,177       (4,898 )     1,148  

Interest rate swaps and interest rate caps

Gain / (loss) on derivative instruments, net

     9,696       84       (65 )

Total

   $ 10,873
     $ (5,861 )   $ 11,433
  

 

 

20. Financial Instruments:

 

(a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Note 10.

 

(b) Concentration of credit risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, net (included in current and non-current assets), short-term investments, net investment in sales type leases, investment in leaseback vessels (Note 11 (b)) and derivative contracts (interest rate swaps, interest rate caps, foreign currency contracts and foreign currency options). The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company seeks to limit its exposure by diversifying among counterparties with high credit ratings. The Company also seeks to limit its credit risk from accounts receivable and receivables from sales type leases by performing ongoing credit evaluations of its customers’ financial condition. The Company receives charter hires in advance and thus, generally, does not require collateral for its accounts receivable. For investments in leaseback vessels the Company is exposed to a limited degree of credit risk since through this type of arrangements the receivable amounts are secured by the legal ownership on each of the vessels acquired. Credit risk in leaseback vessels is managed through setting receivable amounts appropriate for each vessel based on information obtained from the vessel’s third-party independent valuations and the counterparties’ lending history. In addition, the Company follows standardized established policies which include monitoring of the counterparties’ financial performance, debt covenants (including vessels values), and shipping industry trends.

 

F-53

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of short-term investments and accounts payable, approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates and investment in leaseback vessels with variable interest rates approximates the recorded values, generally due to their variable interest rates. The fair value of other financing arrangements with fixed interest rates discussed in Note 10.B and the term loan with fixed interest rates discussed in Note 10.A.2, the fair value of investment in leaseback vessels with fixed interest rate discussed in Notes 11(b)(ii)(12), 11(b)(ii)(24) and 11(b)(ii)(27), the fair value of the interest rate swap agreements, , the interest rate cap agreements, the foreign currency agreements and the foreign currency options, discussed in Note 19 are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from publicly available market data and in case there is no such data available, interest rates, yield curves and other items that allow value to be determined.

 

The fair value of other financing arrangements with fixed interest rates discussed in Note 10.B determined through Level 2 of the fair value hierarchy as of December 31, 2025, amounted to $174,769 in the aggregate ($528,232 in the aggregate at December 31, 2024). The fair value of the term loan with fixed interest rates discussed in Note 10.A.2, determined through Level 2 of the fair value hierarchy as of December 31, 2025, amounted to $91,174 ($99,260 at December 31, 2024). The fair value of investment in leaseback vessels with fixed rate discussed in Notes 11(b)(ii)(12), 11(b)(ii)(24) and 11(b)(ii)(27) determined through Level 2 of the fair value hierarchy as of December 31, 2025, amounted to $31,884 ($74,510 at December 31, 2024). The fair value of the Company’s other financing arrangements (Note 10.B) and the term loan with fixed interest rates discussed in Note 10.A.2 and investment in leaseback vessels discussed in Notes 11(b)(ii)(12), 11(b)(ii)(24) and 11(b)(ii)(27), are estimated based on the future swap curves currently available and remaining maturities as well as taking into account the Company’s creditworthiness.

 

The fair value of the interest rate swap agreements, cross-currency rate swap agreements and interest rate cap agreements discussed in Note 19(a) equates to the amount that would be paid or received by the Company to cancel the agreements. As at December 31, 2024 and 2025, the fair value of these derivative instruments in aggregate amounted to a net asset of $13,258 and a net asset of $14,071, respectively.

 

The fair value of the forward currency contracts and the foreign currency options discussed in Note 19(c) determined through Level 2 of the fair value hierarchy as at December 31, 2024 and 2025, amounted to a liability of $1,369 and an asset of $503, respectively.

 

The following tables summarize the hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique on a recurring basis as of the valuation date:

 

   

December 31,

2024

    

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

    

Significant

Other

Observable

Inputs

(Level 2)

    

Unobservable

Inputs

(Level 3)

  

Recurring measurements:

                                

Forward currency contracts-liability position

   $ (1,369 )   $ -     $ (1,369 )   $ -  

Interest rate swaps-asset position

     20,530       -       20,530       -  

Interest rate caps-asset position

     11,115       -       11,115       -  

Cross-currency rate swaps-liability position

     (18,387 )     -       (18,387 )     -  

Total

   $ 11,889     $ -     $ 11,889     $ -  


F-54

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

   

December 31,

2025

    

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

    

Significant

Other

Observable

Inputs

(Level 2)

    

Unobservable

Inputs

(Level 3)

  

Recurring measurements:

                                

Forward currency contracts-asset position

   $ 110     $ -     $ 110     $ -  

Foreign currency options -asset position

     393       -       393       -  

Interest rate swaps-asset position

     11,516       -       11,516       -  

Interest rate swaps-liability position

     (69 )     -       (69 )     -  

Interest rate caps-asset position

     2,624       -       2,624       -  

Total

   $ 14,574     $ -     $ 14,574     $ -  

 

Assets measured at fair value on a non-recurring basis:

 

On September 3, 2025, the Company recorded the acquisition of a vessel at a fair value of $57,500, determined using Level 2 inputs within the fair value hierarchy (Note 8).

 

 

21. Comprehensive Income: 

 

During the year ended  December 31, 2023, Other comprehensive loss amounted to $25,034 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (loss of $7,000), plus the settlements to net income of derivatives that qualify for hedge accounting (loss of $22,876), (ii) the effective portion of changes in fair value of cash flow hedges (gain of $425), (iii) reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs (gain of $4,354) and (iv) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($63).

 

During the year ended December 31, 2024, Other comprehensive loss amounted to $3,978 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $13,222), plus the settlements to net income of derivatives that qualify for hedge accounting (loss of $23,190), (ii) the effective portion of changes in fair value of cash flow hedges (loss of $157), (iii) reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs (gain of $6,084) and (iv) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($63). An amount of $64 included in Other Comprehensive income is attributable to the non-controlling interest.

 

During the year ended December 31, 2025, Other comprehensive loss amounted to $13,110 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (loss of $7,793), plus the settlements to net income of derivatives that qualify for hedge accounting (loss of $9,472), (ii) reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs (gain of $4,092) and (iii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($63). An amount of ($85) included in Other Comprehensive loss is attributable to the non-controlling interest.

 

 

22. Subsequent Events:

 

(a)

Declaration and payment of dividends (common stock): On January 2, 2026, the Company declared a dividend of $0.115 per share on the common stock, which was paid on February 5, 2026, to holders of record of common stock as of January 20, 2026.

 

(b)

Declaration and payment of dividends (preferred stock Series B, Series C and Series D): On January 2, 2026, the Company declared a dividend of $0.476563 per share on the Series B Preferred Stock, $0.531250 per share on the Series C Preferred Stock and $0.546875 per share on the Series D Preferred Stock, which were all paid on January 15, 2026 to holders of record as of January 14, 2026.

 

(c)

Investment in NML: On January 26, 2026, the Company entered into the Amended and Restated Neptune Shareholders’ Agreement, whereby it agreed to increase its investment commitment to $247,809.


F-55

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2023, 2024 and 2025

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(d)

 Investment in leaseback vessels: (i) In January 2026, NML acquired a container vessel for $8,335 and leased the vessel back to the seller under bareboat charter for a period of 5.0 years (Note 13.b(iii)). The seller-lessee has the obligation to purchase the vessel at the end of the lease term and the right to purchase it prior to the end of this period at a pre-agreed price. The monthly payments under the bareboat charter agreement bear interest at SOFR plus a margin. (ii) In February 2026, NML signed a commitment letter, subject to final documentation, with a shipowner (as seller) to acquire one car carrier vessel, under which the vessel will be chartered back to the seller under bareboat charter agreement, for an amount of up to $55,000. (iii) In February 2026, four NML subsidiaries entered into a loan agreement to partly finance the sale and leaseback arrangements discussed in Notes 11.(b)(ii)44, 11.(b)(ii)45, 11.(b)(ii)46 and 11.(b)(ii)47 and drew down the amount $28,958, in the aggregate. (iv) In February 2026, four NML subsidiaries entered into a loan agreement to partly finance the sale and leaseback arrangements discussed in Notes 11.(b)(ii)24, 11.(b)(ii)28, 11.(b)(ii)31 and 11.(b)(ii)38 and drew down the amount $28,870, in the aggregate.
   
  In February 2026, the vessels discussed in Note 11(b)(ii)3, 11(b)(ii)21, 11(b)(ii)32 and 11(b)(ii)34, were sold back to their lessees under the bareboat charter agreements in place and the outstanding lease amounts of $7,080, $11,480, $14,649 and $12,955, respectively, were fully collected. Additionally, the aggregate outstanding balance of $23,972, relating to two of the tranches of the loan discussed in Note 10.A.30, was fully repaid. Furthermore, in February 2026, the outstanding balance of $5,275, relating to one of the tranches of the loan discussed in Note 10.A.15, was fully repaid. In February 2026, the outstanding balance of $10,566, of the loan discussed in Note 10.A.27, was fully repaid.

 

(e)

 New loan agreements: (i) On February 6, 2026, Glasserton Shipping Co., Lockton Shipping Co., Walston Shipping Co., Stewarton Shipping Co., Lenton Shipping Co. and Alton Shipping Co. as joint and several borrowers entered into a loan agreement with a bank for an amount of up to $209,310 for the pre- and post- delivery financing of the six 3,100 TEU capacity vessels under construction discussed in Note 8. (ii) On February 13, 2026, the Company entered into a loan agreement with a bank for an amount of up to $20,750 to partly finance the aggregate market value of two of its container vessels. 

 

(f)

Newbuilding contracts: In February 2026, the Company, through its four wholly owned subsidiaries Colton Shipping Co., Dalston Shipping Co., Farleton Shipping Co., and Lupton Shipping Co., contracted with a shipyard for the construction and purchase of four newbuild container vessels, each of approximately 3,100 TEU capacity. Deliveries of the four newbuild vessels are expected between the fourth quarter of 2027 and the fourth quarter of 2028 and the Company entered into medium-term time charter agreements for the employment of each of the above newbuild vessels immediately upon delivery from the shipyard.

 


EX-2.1 2 ef20064083_ex2-1.htm EXHIBIT 2.1
EXHIBIT 2.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934

Costamare Inc. has four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.001 per share (“Common Stock”) and our Series B, C and D Preferred Stock (together, the “Listed Preferred Stock”).

The following summarizes the material terms of the Common Stock and Listed Preferred Stock of Costamare Inc. (the “Company”) as set forth in the Company’s Amended and Restated Articles of Incorporation (the “Articles”) and the Statements of Designations for the Series B, C and D Preferred Stock, respectively (collectively, with the Articles, the “Charter”), and the Company’s Amended and Restated Bylaws (the “Bylaws”). While we believe that the following description covers the material terms of such securities, such summary may not contain all of the information that may be important to you and is subject to, and qualified in its entirety by, reference to the Charter and the Bylaws, each of which is filed as an exhibit to the 20-F of which this Exhibit 2.1 is a part. As used herein, unless otherwise expressly stated or the context otherwise requires, the terms “Company”, “we”, “our” and “us” refer to Costamare Inc.

General

We are incorporated under the laws of the Republic of the Marshall Islands. The rights of shareholders are governed by the Marshall Islands Business Corporations Act (the “BCA”), the Charter and the Bylaws.

Authorized Stock

Under the Charter, our authorized shares of capital stock consist of 1,000,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock, par value $0.001 per share, issuable in series. As of December 31, 2025: 131,588,439 shares of Common Stock were issued, of which 120,583,929 were issued and outstanding and 11,004,510 were treasury shares; no shares of Series A Preferred Stock were issued and outstanding; 2,000,000 shares of Series B Preferred Stock were issued and 1,970,649 are outstanding; 4,000,000 shares of Series C Preferred Stock were issued and 3,973,135 are outstanding; 4,000,000 shares of Series D Preferred Stock were issued and 3,986,542 are outstanding; and 50,000 shares have been designated Series F Preferred Stock, of which 1,200 are issued and outstanding. On July 15, 2024, the Company completed the full redemption of all of its 4,574,100 outstanding shares of Series E Preferred Stock. All of our shares of stock are in registered form.

Common Stock

Voting Rights

Each outstanding share of Common Stock entitles the holder to one vote on all matters submitted to a vote of shareholders.

Dividends

Subject to preferences that may be applicable to any outstanding shares of Preferred Stock, holders of shares of Common Stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends.


Liquidation Rights

Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of Preferred Stock having liquidation preferences, if any, the holders of our Common Stock will be entitled to receive pro rata our remaining assets available for distribution.

Other Matters

Holders of Common Stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of Common Stock are fully paid and non-assessable. The rights, preferences and privileges of holders of Common Stock are subject to the rights of the holders of any shares of Preferred Stock which we may issue in the future. Our Common Stock is not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in the future. There are no provisions in our Charter or Bylaws discriminating against a shareholder because of his or her ownership of a particular number of shares.

We are not aware of any limitations on the rights to own our Common Stock, including rights of non-resident or foreign shareholders to hold or exercise voting rights on our Common Stock, imposed by foreign law or by our Charter or Bylaws.

Listed Preferred Stock

Voting Rights

Holders of the Listed Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Listed Preferred Stock; (2) in the event that the Company proposes to issue any parity stock, if the cumulative dividends payable on outstanding Listed Preferred Stock are in arrears, or any senior stock; or (3) as otherwise provided in the BCA. However, if and whenever dividends payable on the Listed Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Listed Preferred Stock (for this purpose the Series B, Series C and Series D Preferred Stock will vote together as a single class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of parity stock upon which like voting rights have been conferred and with which the Listed Preferred Stock voted as a class for the election of such director). The right of such holders of Listed Preferred Stock to elect a member of our board of directors will continue until such time as all accumulated and unpaid dividends on the Listed Preferred Stock have been paid in full.

Dividends

Holders of Listed Preferred Stock are entitled to receive, when, as and if declared by our board of directors out of legally available funds for such purpose, cumulative cash dividends.

The dividend rate for the Series B Preferred Stock is 7.625% per annum per $25.00 of liquidation preference per share. The dividend rate for the Series C Preferred Stock is 8.50% per annum per $25.00 of liquidation preference per share. The dividend rate for the Series D Preferred Stock is 8.75% per annum per $25.00 of liquidation preference per share. These dividend rates are not subject to adjustment.


Liquidation Rights

Our Listed Preferred Stock is senior to our Common Stock and to each other class or series of capital stock established after the original issue date of each class of Listed Preferred Stock that is expressly junior to the Listed Preferred Stock or any parity stock as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary.

Each class of the Listed Preferred Stock is pari passu with the other classes of Listed Preferred Stock that is not expressly subordinated or senior to the Listed Preferred Stock as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary.

Our Listed Preferred Stock is junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us and each other class or series of capital stock made senior to the Listed Preferred Stock as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary.

Other Matters

The Listed Preferred Stock will not be convertible into Common Stock or other of our securities and will not have exchange rights or be entitled or subject to any preemptive or similar rights. At a specified date in the future, each class of Listed Preferred Stock may be redeemed, at the Company’s option, in whole or from time to time in part, at a redemption price in cash equal to $25.00 per share plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not declared.

Stockholder Rights Plan

The Company adopted a stockholder rights plan on October 19, 2010 (as amended on October 21, 2025) that authorizes the issuance to our existing shareholders of preferred share rights and additional shares of Common Stock if any third party seeks to acquire control of a substantial block of our Common Stock.

Each share of our Common Stock includes a right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A participating preferred stock at a purchase price of $25.00 per unit, subject to specified adjustments. The rights are issued pursuant to a stockholder rights agreement between us and Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company), as rights agent. Until a right is exercised, the holder of such right will have no rights to vote or receive dividends or any other shareholder rights.

For a complete description of these rights, we encourage you to read the stockholder rights agreement and the first amendment thereto, each of which the Company has filed as an exhibit to the 20-F of which this Exhibit 2.1 is a part.

Anti-Takeover Effect of Certain Provisions of Our Articles of Incorporation and Bylaws

Blank Check Preferred Stock

Under the terms of our Articles, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 100,000,000 shares of blank check preferred stock, of which 10,000,000 shares have been designated Series A Participating Preferred Stock, in connection with our adoption of a shareholder rights plan as described above, 2,000,000 shares have been designated Series B Preferred Stock, 4,000,000 shares have been designated Series C Preferred Stock, 4,000,000 shares have been designated Series D Preferred Stock, 686,000 shares have been designated as Series E Preferred Stock and 50,000 shares have been designated as Series F Preferred Stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.


Classified Board of Directors

The Company’s Articles provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.

Election and Removal of Directors

Our Articles prohibit cumulative voting in the election of directors. Our Bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors and specify the form and content of a shareholder’s notice. Our Articles and Bylaws also provide that our directors may be removed only for cause. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
EX-4.1 3 ef20064083_ex4-1.htm EXHIBIT 4.1
Exhibit 4.1

COSTAMARE INC.

- and -

KONSTANTINOS KONSTANTAKOPOULOS
 

SECOND AMENDED AND RESTATED
RESTRICTIVE COVENANT AGREEMENT



THIS SECOND AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made on June 26, 2025 (the “Effective Date”),
 
BY AND BETWEEN:
 
(1)          COSTAMARE INC., a Marshall Islands corporation (the “Company”); and
 
(2)          KONSTANTINOS KONSTANTAKOPOULOS (“KK”).
 
WHEREAS the Company and KK previously entered into that certain Restrictive Covenant Agreement, dated as of November 3, 2010 (the “Original RCA”), as amended and restated by the First Amended and Restated Restrictive Covenant Agreement, dated as of July 1, 2021 (the Original RCA as amended and restated, the “First Amended and Restated RCA”), pursuant to which the activities of KK with respect to the Container Vessel Business (as defined in the First Amended and Restated RCA) and the Dry Bulk Business (as defined in the First Amended and Restated RCA), because of his capacity as a director or officer of the Company, were restricted, on the terms and conditions set out in the First Amended and Restated RCA, to prohibit certain activities that may compete with the Container Vessel Business or the Dry Bulk Business of the Company.
 
WHEREAS, the Company and its Board of Directors have determined it is in the best interest of the Company and its shareholders to remove the restrictions, as between KK and the Company, on KK with respect to activities related to the Dry Bulk Business.
 
WHEREAS, the Company wishes to continue to limit the activities of KK in the Container Vessel Business in respect of the Competitive Activities (as defined below) because of his capacity as a director or officer of the Company, on the terms and conditions set out in this Agreement.
 
NOW, THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree to amend and restate the First Amended and Restated RCA in its entirety as follows:
 
ARTICLE I
 
INTERPRETATION
 
SECTION 1.1  In this Agreement, unless the context otherwise requires:
 
(a)  “Active” means that KK is a member of the board of directors (or similar body) or an executive officer of the direct or indirect entity that owns or seeks to acquire any applicable Container Vessel or Container Vessel Business.
 
2
(b)  “Affiliate” means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
 
(c)  “Affirmative Response” shall have the meaning set forth in Section 4.2(b).
 
(d)  “Agreement” shall have the meaning set forth in the preamble.
 
(e)  “Board of Directors” means the board of directors of the Company as the same may be constituted from time to time.
 
(f)  “Break Up Costs” means the aggregate amount of any and all costs including any taxes, registration fees, administrative expenses, severance costs, and other similar costs and expenses that would be required to transfer Container Vessels or any related portion of a Container Vessel Business that also owns non-Container Vessel assets to the Company separately from such non-Container Vessel assets.
 
(g)  “Business Day” means a day (excluding Saturdays and Sundays) on which banks are open for business in Monaco, Athens, Greece and New York, New York.
 
(h)  “Company” shall have the meaning set forth in the preamble.
 
(i)  “Competitive Activities” shall have the meaning set forth in Section 3.1.
 
(j)  “Conflicts Committee” shall have the meaning set forth in Section 4.2(b).
 
(k)  “Container Vessel” means any ocean-going vessel (whether in its construction phase or operational) that is designed and used to primarily transport containerized  cargo.
 
(l)  “Container Vessel Business” means any business involved in the ownership of Container Vessels.
 
(m)  “Container Vessel Opportunity” shall have the meaning set forth in Section 4.1.
 
(n)  “Effective Date” means the date of this Agreement set forth in the preamble.
 
(o)  “Electronic Signature” means an electronic signature, sound, symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
 
3
(p)  “Independent Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of Rule 10A-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended and the listing criteria of the New York Stock Exchange.
 
(q)  “KK” shall have the meaning set forth in the preamble.
 
(r)  “Management Agreements” means, together, (i) the Framework Agreement dated November 2, 2015 as amended and restated on Juanuary 17, 2020 and on June 28, 2021 and as furter amended and restated on May 6, 2025 between the Company and Costamare Shipping Company S.A. and (ii) the Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021 and as further amended and restated on May 6, 2025 among Costamare Shipping Services Ltd. and the Company’s vessel-owning subsidiaries.
 
(s)  “Negative Response” shall have the meaning set forth in Section 4.2(b).
 
(t)  “Passive” means that KK is not a member of the board of directors (or similar body) or an executive officer of the direct or indirect entity that owns or seeks to acquire any applicable Container Vessel or Container Vessel Business.
 
(u)  “Restricted Period” shall mean the period commencing on the Effective Date and ending six months following the later of (i) the termination of KK’s service with the Company as a director and (ii) the termination of KK’s service with the Company as an officer.
 
SECTION 1.2  The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.
 
SECTION 1.3  All the terms of this Agreement, whether or not so expressed, shall be binding upon the parties hereto and their respective successors and permitted assigns.
 
SECTION 1.4  Unless the context otherwise requires, words in the singular include the plural and vice versa.
 
SECTION 1.5  References in this Agreement to SECTIONS and ARTICLES are to be construed as references to the SECTIONS and ARTICLES of this Agreement.
 
ARTICLE II
 
PRIORITY CHARTERING
 
SECTION 2.1  KK acknowledges and agrees that during the Restricted Period, subject to Section 2.2, if a Container Vessel owned, directly or indirectly, by the Company meets the criteria for a charter being made available to a Container Vessel (a) that is majority owned, directly or indirectly, by KK or (b) in which KK has an Active ownership interest or (c) that is commercially managed by a KK Affiliate, the Company’s said Container Vessel shall be offered such charter and the Company shall have 24 hours from such offer being received to accept such offer, failing which such charter shall be then available to the relevant Container Vessel so owned by KK or commercially managed by a KK Affiliate.
 
4
SECTION 2.2  The parties hereto acknowledge and agree that offering a charter to a Container Vessel owned, directly or indirectly, by the Company meeting the criteria for such charter pursuant to Section 2.1 is subject to the relevant charterer agreeing to enter into such charter with the Company’s subsidiary owning such Container Vessel, failing which the relevant charter shall remain available to the relevant Container Vessel so owned or managed by KK and no offer under Section 2.1 shall be made.
 
ARTICLE III
 
NON-COMPETITION
 
SECTION 3.1  During the Restricted Period, KK shall not, subject to Section 3.2, directly or indirectly, engage in (a) the ownership of any interest in any Container Vessel or (b) the ownership of any interest in any Container Vessel Business (together, (a) and (b) are defined as the “Competitive Activities”).
 
SECTION 3.2  Notwithstanding the foregoing, KK may engage in the following activities and they shall not be Competitive Activities:
 
(a)  with respect to any Container Vessel and Container Vessel Business acquired prior to the Effective Date listed in Appendix A hereto;
 
(b)  with respect to any Container Vessel Opportunity consummated in compliance with the procedures set forth in Section 4.2 or the procedures set forth in Section 4.3;
 
(c)  Passive ownership of less than 20% of a Container Vessel; and
 
(d)  Passive ownership of less than 20% of a Container Vessel Business.
 
SECTION 3.3  For the avoidance of doubt, this Article III does not apply to the acquisition by KK, directly or indirectly, of any shares or other equity interests in the Company.
 
ARTICLE IV

RIGHT OF FIRST REFUSAL PROCEDURES
 
SECTION 4.1  In the event KK acquires or intends to acquire any ownership interest in a Container Vessel or in a Container Vessel Business that would be a Competitive Activity (any of the foregoing, a “Container Vessel Opportunity”), KK shall comply, at his option, with the procedures set forth in Section 4.2 or Section 4.3 (as applicable).
 
5
SECTION 4.2
 
(a)  Prior to entering into definitive documentation for any Container Vessel Opportunity, KK shall (i) deliver a notice to the Company advising it of the details of the Container Vessel Opportunity, including its terms and conditions and (ii) offer to the Company, which offer may be subject to the finalization of the terms and conditions and the consummation of any such Container Vessel Opportunity, (1) in the case of a Container Vessel or an interest in a Container Vessel Business that owns only Container Vessels and related assets, such Container Vessel Opportunity on such terms and conditions, or (2) in the case of an interest in a Container Vessel Business that also owns non-Container Vessel assets, the Container Vessels and such related portion of the business for fair market value plus any Break Up Costs.
 
(b)  Within three Business Days after receipt of the notice referred to in Section 4.2(a), a committee composed of Independent Directors (the “Conflicts Committee”) shall deliver a notice to KK that the Company (i) intends to pursue the Container Vessel Opportunity (an “Affirmative Response”) or (ii) declines to pursue the Container Vessel Opportunity (a “Negative Response”). A failure by the Conflicts Committee to respond to the notice referred to in Section 4.2(a) within three Business Days of receipt thereof by delivering notice to KK pursuant to this Section 4.2(b) shall be deemed to be a Negative Response.
 
(c)  In the event of an Affirmative Response, the Company and KK shall negotiate in good faith the terms and conditions of an agreement for the consummation of the Container Vessel Opportunity based on the terms and conditions set forth in the notice referred to in Section 4.2(a).
 
(d)  In the event of a Negative Response or, following an Affirmative Response, in the event that the Company and KK are unable to agree on the terms and conditions of an agreement for the consummation of the Container Vessel Opportunity, then KK may consummate the Container Vessel Opportunity within 180 days after the date of such Negative Response or such failure to agree, as applicable, on terms and conditions not materially more favorable than those offered to the Company and without being required to comply with the procedures set forth in Section 4.3.  If such Container Vessel Opportunity is not consummated within 180 days after the date of the Negative Response or such failure to agree, as applicable, then KK shall not thereafter engage in such Container Vessel Opportunity without complying with the procedures in this Section 4.2 or with the procedures set forth in Section 4.3.
 
SECTION 4.3
 
(a)  Save for any Container Vessel Opportunity acquired by KK pursuant to the provisions of Section 4.2(d), within 10 Business Days after entering into definitive documentation for any Container Vessel Opportunity, KK shall (i) deliver a notice to the Company advising it of the details of the Container Vessel Opportunity, including its terms and conditions and (ii) offer to the Company (1) in the case of a Container Vessel or an interest in a Container Vessel Business that owns only Container Vessels and related assets, such Container Vessel Opportunity on such terms and conditions, or (2) in the case of an interest in a Container Vessel Business that also owns non-Container Vessel assets, the Container Vessels and such related portion of the business for fair market value plus any Break Up Costs.
 
6
(b)  Within three Business Days after receipt of the notice referred to in Section 4.3(a), the Conflicts Committee shall deliver a notice to KK that the Company either accepts or rejects the offer delivered pursuant to Section 4.3(a). If the Company accepts such offer, KK shall cooperate in good faith with the Company to transfer the Container Vessels and any related portion of the business on the terms and conditions included in the offer as soon as reasonably practicable. If the Company rejects such offer, such offer will expire. A failure by the Conflicts Committee to respond to the notice referred to in Section 4.3(a) within three Business Days after receipt thereof by delivering notice to KK pursuant to this Section 4.3(b) shall be deemed to be a rejection of the offer delivered pursuant to Section 4.3(a).
 
SECTION 4.4  KK and the Company acknowledge that all potential transfers pursuant to this Article IV are subject to obtaining any and all written consents of governmental authorities and non-affiliated third parties.
 
ARTICLE V
 
NOTICES
 
SECTION 5.1  All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent either by prepaid registered mail or e-mail, and will be validly given if delivered on a Business Day to a party at its respective address/contact details set forth below (or at such other address and/or contact details as a party may notify to the other party in writing from time to time):
 
Costamare Inc.
7 rue du Gabian
MC 98000 Monaco
Attention: General Counsel
E-mail: generalcounsel@costamare.com

 
Konstantinos Konstantakopoulos
c/o Costamare Shipping Company S.A.
60 Zephyrou Street & Syngrou Avenue
Athens, Greece
E-mail: info@costamare.com

7
ARTICLE VI
 
APPLICABLE LAW AND JURISDICTION
 
SECTION 6.1  This Agreement and any non-contractual obligations connected with it shall be governed by, and construed in accordance with, the laws of England.
 
ARTICLE VII
 
ARBITRATION
 
SECTION 7.1  Any dispute arising out of or in connection with this Agreement and any non-contractual obligations connected with it shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Article VII.  The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (“LMAA”) terms current at the time when the arbitration proceedings are commenced.
 
SECTION 7.2  The reference shall be to three arbitrators.  One arbitrator is to be appointed by each party and a third arbitrator shall be appointed by the two arbitrators so appointed, failing which the third arbitrator shall be appointed by the President of the LMAA at the time.  A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party, requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.  When all three arbitrators have been appointed, their decision or that of any two of them shall be final and binding on both parties.  For the purpose of enforcing any award, this Agreement may be made a rule of the court.  Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
 
ARTICLE VIII
 
MISCELLANEOUS
 
SECTION 8.1  This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto, with the exception of the Management Agreements.  This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought.
 
8
SECTION 8.2  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended to delete therefrom the portion thus adjudicated as invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.
 
SECTION 8.3  This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.  The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form (including deliveries by emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.
 
[Remainder of page intentionally left blank]
 
9
IN WITNESS whereof the undersigned have executed this Agreement as of the date first above written.
 
 
COSTAMARE INC.
   
 
By:
/s/ Anastassios Gabrielides
 
Name:
Anastassios Gabrielides
 
Title:
General Counsel
   
 
KONSTANTINOS KONSTANTAKOPOULOS
   
 
/s/ Konstantinos Konstantakopoulos

[Signature Page to the Costamare Inc. Restrictive Covenant Agreement with Konstantinos
Konstantakopoulos]

10
APPENDIX A

 
VESSEL
  
TYPE
  
FLAG
  
IMO
NUMBER
  
OWNING COMPANY
 
PANTHER
  
Container
  
Liberia
  
9138276
  
Seafaith Maritime Co.
 
TYGRA
  
Container
  
Liberia
  
9164263
  
Seadream Marine Co.
 
LION
  
Container
  
Malta
  
9208356
  
Seapride Maritime Co.
 
JAGUAR
  
Container
  
Liberia
  
9127007
  
Danae Maritime Co.
 
KARLSKRONA
  
Container
  
Liberia
  
9085558
  
Selden Marine Co.
 
BALTIMORE STAR
  
Container
  
Marshall Islands
  
9440796
  
Tanos Shipping Corporation


11
EX-4.4 4 ef20064083_ex4-4.htm EXHIBIT 4.4
Exhibit 4.4

SECOND AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT
 
This Second Amended and Restated Trademark License Agreement (this “Agreement”), dated as of May 6, 2025 (the “Effective Date”), is entered into by and between COSTAMARE SHIPPING COMPANY S.A., a corporation incorporated under the laws of the Republic of Panama, (the “Licensor”), and COSTAMARE INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Licensee”).
 
WHEREAS, Licensor is the owner of the trademarks shown in Exhibit A hereto (the “Trademarks”);
 
WHEREAS, Licensee is engaged in the business of owning and operating ocean-going vessels (whether in the construction phase or operational) that are intended to be used primarily to transport containerized cargoes and cargo in bulk cargo form;
 
WHEREAS, Licensee and Licensor previously entered into a Trademark License Agreement, dated as of November 3, 2010 (the “Commencement Date”), as amended and restated on March 14, 2022 (the “First Amended and Restated Trademark License Agreement”), pursuant to which Licensor granted to Licensee and certain of its subsidiaries the right to use the Trademarks in connection with its container vessel business, dry bulk vessel business and any other activities in the maritime sector throughout the world;
 
WHEREAS, Licensee desires to expand the grant of the use of the Trademarks to include any corporation, limited liability company or other entity the accounts of which would be consolidated with those of Licensee in Licensee’s consolidated financial statements if such financial statements were prepared in accordance with U.S. GAAP as of such date (each, a “Subsidiary”);
 
WHEREAS, Licensor and Licensee desire to set forth a written agreement concerning the right of Licensee and Licensee’s Subsidiaries to use the Trademarks; and
 
WHEREAS, capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Framework Agreement between COSTAMARE SHIPPING COMPANY S.A. and COSTAMARE INC., dated as of November 2, 2015 (the “Framework Agreement”), as amended and restated on January 17, 2020 and as further amended and restated on June 28, 2021 and May 6, 2025, and the Restrictive Covenant Agreement between COSTAMARE INC. and KONSTANTINOS KONSTANTAKOPOULOS dated as of November 3, 2010, as amended and restated on July 1, 2021.

NOW, THEREFORE, in consideration of the above premises and of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree to amend and restate the First Amended and Restated Trademark License Agreement in its entirety as follows:
 
1
1.
Grant
 

 A.
Licensor hereby grants to Licensee and each of its Subsidiaries the non-exclusive, non-sublicensable (except as provided in Section 6), non-transferable, royalty‑free license and right, but not the obligation, to use the Trademarks in accordance with Section 4.A. in connection with its ownership and operation of oceangoing vessels as currently, or as from time to time, conducted in the Territory (as hereinafter defined) and any other activities in the maritime sector in general that Licensee or its Subsidiaries may undertake from time to time (collectively, the “Covered Businesses”), including all rights to promote and exploit the Trademarks in connection with the Covered Businesses.
 

 B.
The rights granted in this Agreement are personal to Licensee and its Subsidiaries.
 

 C.
The rights granted in this Agreement shall include the right to use the domain name www.costamare.com and the right to incorporate the Trademarks into other domain names and social media accounts (the “Internet Properties”) used by Licensee in the Covered Businesses on the Internet; provided that (i) all such Internet Properties are registered in the name of Licensor and (ii) all such Internet Properties may only include the unitary Trademarks or composite marks including the Trademarks and (a) descriptive words used in the operation of the Covered Businesses, such as “containership”, “dry bulk” or (b) words denoting a type of business entity or corporate structure, such as “Inc.” and “INC.”; provided that such composite marks are approved in advance by Licensor in writing, in its reasonable discretion; provided further that Licensee shall not register or seek to register, directly or indirectly, in any jurisdiction any of the Trademarks or any confusingly similar trademarks, except in accordance with Section 3.B.
 

 D.
Licensee shall have the right to include the Trademarks in its corporate name or trade names or those used by its Subsidiaries in the Covered Businesses; provided that upon the termination of this Agreement, Licensee shall change or procure to change said names within ninety (90) days of such termination to a name which is not confusingly similar to or derived from any of the Trademarks.
 

 E.
Licensee shall be liable and responsible for any acts or omissions of its Subsidiaries that would be a breach of this Agreement if done by Licensee hereunder.
 

 F.
All uses of the Trademarks shall be in accordance with the terms of this Agreement.
 
2
2.
Territory
 
The license granted herein shall be worldwide (the “Territory”).
 
3.
Term
 

 A.
The term of this Agreement (the “Term”) commenced on the Commencement Date and shall continue in effect until the expiration or termination of the Framework Agreement (the “Expiration Date”) or any successor agreement thereto, unless sooner terminated pursuant to the terms hereof.
 

 B.
During the Term, except as otherwise provided in Section 3(B), Licensor shall maintain all registrations for the Trademarks to be used in connection with the Covered Businesses at Licensor’s expense; provided that the relevant mark is being used in commerce or otherwise as required by applicable law. Licensee may request Licensor to file and diligently prosecute applications for trademarks that are based upon, translated or derived from the Trademarks in any jurisdiction in the Territory and Licensor shall consider, but shall have no obligation to file, the requested applications; provided that Licensor shall not unreasonably withhold its consent to filing and diligently prosecuting such applications in any jurisdiction where Licensee demonstrates a legitimate business need for such registration unless it reasonably determines that such application could materially and adversely affect the Trademark in that jurisdiction. Any such applications shall be filed, prosecuted and the resulting registrations renewed and maintained at Licensee’s expense and any newly registered trademarks filed pursuant to this Section 3(B) shall be included in the definition of Trademarks for the purposes of this Agreement.
 

 C.
Upon termination of this Agreement pursuant to Section 7 hereof, Licensee and its Subsidiaries shall cease using the Trademarks in accordance with Section 8 hereof.
 
4.
Quality Control
 

 A.
Licensee shall, at all times, use the Trademarks in a manner consistent with the prior use of the Trademarks or in a manner specifically approved by Licensor. If Licensee contemplates using the Trademarks in a manner materially different from their prior use, Licensee must submit prototypes of the materially different use to Licensor for approval prior to any such use. Said approval shall not be unreasonably withheld or delayed. Licensor shall notify Licensee of its approval to, or denial of, the proposed use within fifteen (15) business days of its receipt of the prototype. If Licensor does not disapprove the prototype within said fifteen (15) business day period, the prototype shall be deemed to be approved.
 
3

 B.
Licensor acknowledges that Licensee may use COSTAMARE INC.
 

 C.
Licensee shall not use the Trademarks in any way which causes, or is foreseeably likely to cause, material damage to the reputation, business or goodwill of Licensor or its Affiliates (other than Licensee or any of its Subsidiaries) or the Trademarks or relationships set forth under other agreements. Licensee shall use commercially reasonable efforts to ensure that all services or goods provided under or in association with any of the Trademarks will at all times meet a high standard and will be of a nature and quality so as to preserve or increase the reputation and good name of Licensor and the Trademarks.
 

 D.
Licensee shall not challenge the title of Licensor in and to the Trademarks or any future Trademarks registered to the Licensor nor will it challenge the validity of the license granted hereunder or any future licenses to the Trademarks granted by Licensor.
 

 E.
Licensee shall not challenge the validity of any oral or written agreement in effect as of the Effective Date granting an Affiliate of the Licensor the right to use the Trademarks in connection with its business.
 

 F.
Licensee shall not do anything itself, or aid or assist any other person to do anything that would, or could reasonably be expected to infringe, violate, tarnish, dilute, cause a loss of distinctiveness, harm, misuse or bring into disrepute the trademarks, and/or do anything which would, or could reasonably be expected to damage the goodwill associated therewith.
 

 G.
Licensee shall not create or incur any expenses chargeable to Licensor from the use of the Trademarks without the prior written approval of Licensor in each and every instance.
 

 H.
Licensee shall not cause or allow any liens to be placed against the Trademarks except for the grant of sublicenses in accordance with Section 6.
 

 I.
If it is determined by Licensor that any use of the Trademarks by Licensee or a sub-licensee to which the rights hereunder are sublicensed in accordance with Section 6 does not comply with the quality standards, Licensor shall so notify Licensee in writing. Upon receipt of such notice, Licensee shall investigate to determine all facts related to such deficiency and take prompt steps to correct such deficiency and to prevent the re-occurrence thereof. Licensee shall provide a written report thereon to Licensor as promptly as practicable.
 

 J.
Compliance with these quality control provisions shall be deemed to be a material term of this Agreement.
 
4
5.
Trademark Rights
 

 A.
Licensee hereby recognizes and acknowledges Licensor’s exclusive ownership of, and title to, the Trademarks, as well as the goodwill associated therewith and that the Trademarks are valuable assets belonging to Licensor. All rights in and to the Trademarks are, and shall remain, the property of Licensor. Nothing in this Agreement shall confer or imply any right of ownership in the Trademarks in Licensee or its Subsidiaries. Licensee acknowledges, and shall not at any time contest, the validity of the Trademarks or Licensor’s ownership of the Trademarks. Licensee acknowledges that all rights, including goodwill, accruing from its use of the Trademarks shall inure to the benefit of Licensor.
 

 B.
Licensee hereby recognizes and acknowledges the prior use of the Trademarks by the Licensor and its Affiliates (other than Licensee or any of its Subsidiaries). Nothing in this Agreement shall prevent or limit the ability of Licensor or its Affiliates (other than Licensee or any of its Subsidiaries) to continue using the Trademarks or prevent or limit the ability of Licensor to maintain existing, or grant new, licenses or rights permitting any person to use the Trademarks; provided that in all such cases the use, maintenance or grant shall be consistent with Section 1(A).
 

 C.
Licensee agrees that its use of the Trademarks pursuant to this Agreement shall not vest in Licensee or its Subsidiaries any right or presumptive right to continue such use after termination of this Agreement. Nothing contained in this Agreement shall be construed as an assignment or grant to Licensee of any right, title or interest in or to the Trademarks, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee and its Subsidiaries of the right to use the Trademarks specifically and expressly provided herein. To the extent any right in and to the Trademarks or in the goodwill associated therewith are deemed to accrue to Licensee, Licensee agrees to assign and hereby assigns any and all such rights and goodwill, at such time as they may be deemed to accrue, to Licensor.
 
5

 D.
Licensee shall promptly notify Licensor of any use of the Trademarks (or any confusingly similar trademark, and including Internet Properties) by any third party of which Licensee becomes aware. Licensor shall have the right, in its reasonable discretion, through counsel of its own choice, to take such action as it deems appropriate to protect the Trademarks and to prevent the unauthorized use of the Trademarks, including commencement of a proceeding or any other form of action. Licensee shall provide reasonable assistance to prosecute such proceeding or action and shall, if requested by Licensor, join in the prosecution of such action or proceeding. Licensor shall not enter into any settlement with such third party involving a claim related to the Covered Businesses without the prior written consent of Licensee, which shall not be unreasonably withheld or delayed. If Licensor elects not to take such action as Licensee deems necessary to protect or enforce the Trademarks, Licensee shall be entitled to commence such action or proceeding; provided that Licensee shall not commence any action or proceeding to protect or enforce the Trademarks without first obtaining the express written authorization of Licensor (which shall not be unreasonably withheld). In the event that Licensee commences a proceeding or other form of action against such third party, Licensor shall provide reasonable assistance to prosecute such proceeding or action and shall, if requested by Licensee and if necessary to such prosecution, join in the prosecution of such action or proceeding. The party commencing any proceeding or action shall be responsible for all expenses and costs thereof. Any recoveries (including settlements) resulting from any such action or proceeding brought against a third party involved in, or attempting to enter, the Covered Businesses shall belong to Licensee; provided that Licensor is first reimbursed for all reasonable attorneys’ fees, costs and other expenses incurred by Licensor in connection with such action or proceeding. In any action or proceeding brought against a third party not involved in, or attempting to enter, the Covered Businesses, any recoveries (including settlements) shall belong to the party which commenced such action.
 

 E.
Licensee shall execute and deliver to Licensor in such form as Licensor may reasonably request, all instruments and documents reasonably useful to effectuate trademark protection, registration or prosecution of the Trademarks, including registered user recordals and cancellations and representative samples of uses of the Trademarks by Licensee.
 

 F.
At no time shall Licensee use the Trademarks or authorize others to do so, except as may be authorized by this Agreement or subsequently expressly approved in writing by Licensor.
 

 G.
Licensee shall use its reasonable best efforts to ensure that the rights granted herein are exercised in such a manner as to avoid confusion with the activities of Licensor and its Affiliates or other licenses and their Affiliates (other than Licensee or any of its Subsidiaries).
 
6.
Sub-Licenses
 

 A.
Licensee and its Subsidiaries shall have the right to sub-license the non-exclusive use of the Trademarks to printers of promotional materials using the Trademarks in the Covered Businesses to the extent necessary to permit a sub-licensee to provide goods and services exclusively to or for Licensee and its Subsidiaries and to the extent reasonably necessary to enable Licensee or its Subsidiaries to effectively conduct business in foreign countries or territories, in each case pursuant to this Agreement; provided that each sub-license shall automatically terminate upon the termination of this Agreement or upon the termination of the sub-licensee’s appointment by Licensee or its Subsidiaries or, in the event that Licensee’s Subsidiary appoints a sub-licensee, upon such Subsidiary ceasing to be a Subsidiary of Licensee, whichever occurs first. Licensee shall be liable and responsible for any acts or omissions of a sub-licensee that would be a breach of this Agreement if done by Licensee hereunder.
 
6
7.
Termination
 

 A.
This Agreement may be terminated at any time by mutual written agreement of the parties hereto.
 

 B.
If Licensee defaults in the performance of any of its material obligations provided for in this Agreement and any such default is not cured by Licensee within twenty (20) business days following receipt of written notice from Licensor of such default (which notice shall set forth in detail the particulars thereof) or, if such default is incapable of being cured within such twenty (20) business day period and steps are not taken by Licensee to cure such default as soon as possible thereafter, then this Agreement shall terminate upon ten (10) days’ written notice by Licensor to Licensee.
 

 C.
If Licensee commences any action or proceeding and challenges the validity or Licensor’s ownership of the Trademarks, which action or proceeding the Licensee should have reasonably expected to result in or does result in the loss or restriction of Licensor’s rights in or to the Trademarks, this Agreement shall terminate upon written notice by Licensor to Licensee.
 

 D.
If Licensee or its Subsidiaries file applications to register the Trademarks in their own name and such applications to register are not withdrawn by Licensee or its Subsidiary, as the case may be, within twenty (20) business days following receipt of written notice from Licensor that such application to register has been made, this Agreement shall terminate upon written notice by Licensor to Licensee.
 

 E.
In the event of a Change in Control of the Parent (as defined in the Framework Agreement), this Agreement shall terminate upon written notice by Licensor to Licensee (or its assignees).
 

 F.
Licensee may, in its sole discretion, terminate this Agreement at any time upon ninety (90) days’ prior written notice to Licensor.
 
In the event of any material breach by a party, the other party shall have all other rights available to it at law or in equity. Notwithstanding the foregoing, the parties shall act reasonably to attempt to resolve any and all disputes under this Agreement through good faith negotiations. The parties have no obligation to participate in any mediation involving a third-party mediator.
 
7
8.
Effect of Termination
 

 A.
Upon the termination of this Agreement, and subject to Section 1(D), Licensee shall have a period of ninety (90) days to cease the use of the Trademarks, including the removal of any Trademarks from any Ship owned or leased by the Licensee, after which all rights granted to Licensee and its Subsidiaries hereunder in the Trademarks shall revert to Licensor, and Licensee shall refrain and shall procure that its Subsidiaries shall refrain from further use of the Trademarks or any further reference thereto, direct or indirect.
 
9.
Representations, Warranties and Covenants
 
A.           Licensor represents, warrants and covenants that:
 

 (i)
it owns the Trademarks;
 

 (ii)
it is not aware of any asserted claim that is reasonably likely to be material to Licensee’s use of the Trademarks by any third party with respect to the use of the Trademarks in connection with the Covered Businesses in the Territory; and
 

 (iii)
it has the right to enter into this Agreement, to grant the rights granted hereunder and to perform its obligations hereunder, and that to do so will not violate or conflict with any material term or provision of its articles or By-laws, or of any agreement, instrument, statute, rule, regulation, order or decree to which it is a party or by which it is bound.
 
B.            Licensee represents, warrants and covenants that:
 

 (i)
it will not use the Trademarks in any manner not authorized by this Agreement;
 

 (ii)
it will comply with all laws and regulations applicable to the performance of this Agreement, including any effect on the validity of any Trademark or the business or reputation of Licensor, except to the extent any non-compliance would not materially affect Licensor; and
 

 (iii)
it has the right to enter into this Agreement and to consummate the transaction contemplated hereby, and that to do so will not violate or conflict with any material term or provision of its charter or By-laws, or of any agreement, instrument, statute, rule, regulation, order or decree to which it is a party, or by which it is bound.
 
8
10.
Indemnification
 
Licensor and Licensee shall indemnify and hold each other harmless from any and all liability, loss, damage or injury, including reasonable attorney’s fees, arising out of a breach of any representation, warranty or covenant set forth herein; provided that the party seeking to enforce such indemnity shall provide to the indemnifying party prompt written notice of any claim giving rise to such indemnity and the opportunity to defend the same with counsel of its own choosing.
 
Licensee shall further indemnify and hold harmless Licensor from and against any liability based upon claims by third parties arising out of the use of the Trademarks by Licensee (or any sub-licensee permitted hereunder) pursuant to the license granted hereunder, but excluding liability based upon claims that the use of the Trademarks constitutes trademark infringement or unfair competition.
 
11.
Notices
 

 A.
All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Licensor, to:

COSTAMARE SHIPPING COMPANY S.A.
60 Zephyrou Street & Syngrou Avenue
17564
Telephone: +30 (210) 9490000
Athens, Greece
Email: info@costamare.com
Attention: President

with copies to:

Cravath, Swaine & Moore LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
Telephone No.: +1(212) 474-1132
Email: sbennett@cravath.com
Attention: D. Scott Bennett

if to Licensee, to:

COSTAMARE INC.
7 rue du Gabian
MC 98000 Monaco
Telephone No.: +377 (93) 250940
Email: generalcounsel@costamare.com
Attention: General Counsel

9
with copies to:

Cravath, Swaine & Moore LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
Telephone No.: +1(212) 474-1132
Email: sbennett@cravath.com
Attention: D. Scott Bennett

or such other address, email or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 17:00 in the place of receipt and such day is a business day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.
 
12.
Miscellaneous
 

 A.
Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by both parties to this Agreement or, in the case of a waiver, by the party against whom the waiver is to be effective and no failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
 

 B.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof; provided, however, that the laws of the respective jurisdictions of incorporation of the parties hereto shall govern the relative rights, obligations, powers, duties and other internal affairs of such party and its board of directors.
 
10

 C.
Licensee and Licensor irrevocably submit to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement. Licensee and Licensor agree to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York, or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Licensee and Licensor further agree that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which they have submitted to jurisdiction in this Section 12(C). Licensee and Licensor irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in (a) the Supreme Court of the State of New York, New York County or (b) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
 

 D.
If any term, provision, covenant, restriction or other condition of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other terms, provisions, covenants, restrictions and conditions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are consummated to the extent possible.
 

 E.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by both of the parties and delivered to the other party.
 

 F.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise by either party without the prior written consent of the other party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement shall inure to the benefit of and be binding upon each of the parties hereto and upon their respective successors and assigns.
 

 G.
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 

 H.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.
 
11

 I.
The captions herein are included for convenience of reference only and shall be ignored as in the construction or interpretation hereof. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof.
 

 J.
Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) “or” is used in the inclusive sense of “and/or”, (iii) unless otherwise specified, any request, determination, approval or consent required by either party under this Agreement will be granted or withheld by such party in its sole discretion and shall only be deemed given if provided in writing in advance, (iv) unless otherwise specified, each party and its Affiliates will bear all costs and expenses in connection with their compliance with and performance of this Agreement, (v) the word “including” and words of similar import shall mean “including, without limitation,” (vi) provisions shall apply, when appropriate, to successive events and transactions, and (vii) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
 
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12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
 
 
COSTAMARE INC.
     
 
by:
 /s/ Gregory Zikos
 
Name:
Gregory Zikos
 
Title:
Chief Financial Officer, Director
     
 
COSTAMARE SHIPPING COMPANY S.A.
     
 
by:
 /s/ Konstantinos Konstantakopoulos
 
Name:
Konstantinos Konstantakopoulos
 
Title:
President, Director

13
EXHIBIT A
 
Trademarks
 
COSTAMARE
 

Trademark Registration Information
 
 
Country
  
Title
  
Application Number
  
Registration Number
 
European Union
  
Community Trademark
(wordmark)
  
002583110
  
002583110
 
European Union
  
Community Trademark
(figurative mark)
  
002583144
  
002583144
 
China
  
Wordmark
  
4142587
  
4142587
 
China
  
Wordmark
  
4142586
  
4142586
 
China
  
Wordmark
  
4142585
  
4142585
 
China
  
Device
  
4142590
  
4142590
 
China
  
Device
  
4142589
  
4142589
 
China
  
Device
  
4142588
  
4142588



14
EX-4.5 5 ef20064083_ex4-5.htm EXHIBIT 4.5
Exhibit 4.5

COSTAMARE INC.
 
- and -
 
KONSTANTINOS ZACHARATOS
 

FIRST AMENDED AND RESTATED
RESTRICTIVE COVENANT AGREEMENT
 


THIS FIRST AMENDED AND RESTATED RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made on June 26, 2025 (the “Effective Date”),
 
BY AND BETWEEN:
 
 
(1)
COSTAMARE INC., a Marshall Islands corporation (the “Company”); and
 
 
(2)
KONSTANTINOS ZACHARATOS (“KZ”).
 
WHEREAS, the Company and KZ previously entered into that certain Restrictive Covenant Agreement, dated as of July 24, 2012 (the “Original RCA”), pursuant to which the activities of KZ with respect to the Container Vessel Business (as defined in the Original RCA), because of his capacity as a director or officer of the Company, were restricted, on the terms and conditions set out in the Original RCA, to prohibit certain activities that may compete with the Container Vessel Business of the Company.
 
WHEREAS, the Company wishes to continue to limit the activities of KZ in the Container Vessel Business in respect of the Competitive Activities (as defined below) because of his capacity as a director of the Company, on the terms and conditions set out in this Agreement.
 
NOW, THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree to amend and restate the Original RCA in its entirety as follows:
 
ARTICLE I
 
INTERPRETATION
 
SECTION 1.1  In this Agreement, unless the context otherwise requires:
 
(a)  “Active” means that KZ is a member of the board of directors (or similar body) or an executive officer of the direct or indirect entity that owns or seeks to acquire any applicable Container Vessel or Container Vessel Business.
 
(b)  “Affiliate” means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
 
(c)  “Affirmative Response” shall have the meaning set forth in Section 4.2(b).
 
(d)  “Agreement” shall have the meaning set forth in the preamble.
 
2
(e)  “Board of Directors” means the board of directors of the Company as the same may be constituted from time to time.
 
(f)  “Break Up Costs” means the aggregate amount of any and all costs including any taxes, registration fees, administrative expenses, severance costs, and other similar costs and expenses that would be required to transfer Container Vessels or any related portion of a Container Vessel Business that also owns non-Container Vessel assets to the Company separately from such non-Container Vessel assets.
 
(g)  “Business Day” means a day (excluding Saturdays and Sundays) on which banks are open for business in Monaco, Athens, Greece and New York, New York.
 
(h)  “Company” shall have the meaning set forth in the preamble.
 
(i)  “Competitive Activities” shall have the meaning set forth in Section 3.1.
 
(j)  “Conflicts Committee” shall have the meaning set forth in Section 4.2(b).
 
(k)  “Container Vessel” means any ocean-going vessel (whether in its construction phase or operational) that is designed and used to primarily transport containerized  cargo.
 
(l)  “Container Vessel Business” means any business involved in the ownership of Container Vessels.
 
(m)  “Container Vessel Opportunity” shall have the meaning set forth in Section 4.1.
 
(n)  “Effective Date” means the date of this Agreement set forth in the preamble.
 
(o)  “Electronic Signature” means an electronic signature, sound, symbol or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
 
(p)  “Independent Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of Rule 10A-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended and the listing criteria of the New York Stock Exchange.
 
(q)  “KZ” shall have the meaning set forth in the preamble.

3
(r)  “Management Agreements” means, together, (i) the Framework Agreement dated November 2, 2015 as amended and restated on Juanuary 17, 2020 and on June 28, 2021 and as furter amended and restated on May 6, 2025 between the Company and Costamare Shipping Company S.A. and (ii) the Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021 and as further amended and restated on May 6, 2025 among Costamare Shipping Services Ltd. and the Company’s vessel-owning subsidiaries.
 
(s)  “Negative Response” shall have the meaning set forth in Section 4.2(b).
 
(t)  “Passive” means that KZ is not a member of the board of directors (or similar body) or an executive officer of the direct or indirect entity that owns or seeks to acquire any applicable Container Vessel or Container Vessel Business.
 
(u)  “Restricted Period” shall mean the period commencing on the Effective Date and ending six months following the termination of KZ’s service with the Company as a director.
 
SECTION 1.2  The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.
 
SECTION 1.3  All the terms of this Agreement, whether or not so expressed, shall be binding upon the parties hereto and their respective successors and permitted assigns.
 
SECTION 1.4  Unless the context otherwise requires, words in the singular include the plural and vice versa.
 
SECTION 1.5  References in this Agreement to SECTIONS and ARTICLES are to be construed as references to the SECTIONS and ARTICLES of this Agreement.
 
 
ARTICLE II
 
PRIORITY CHARTERING
 
SECTION 2.1  KZ acknowledges and agrees that during the Restricted Period, subject to Section 2.2, if a Container Vessel owned, directly or indirectly, by the Company meets the criteria for a charter being made available to a Container Vessel (a) that is majority owned, directly or indirectly, by KZ or (b) in which KZ has an Active ownership interest or (c) that is commercially managed by a KZ affiliate, the Company’s said Container Vessel shall be offered such charter and the Company shall have 24 hours from such offer being received to accept such offer, failing which such charter shall be then available to the relevant Container Vessel so owned by KZ or commercially managed by a KZ affiliate.
 
SECTION 2.2  The parties hereto acknowledge and agree that offering a charter to a Container Vessel owned, directly or indirectly, by the Company meeting the criteria for such charter pursuant to Section 2.1 is subject to the relevant charterer agreeing to enter into such charter with the Company’s subsidiary owning such Container Vessel, failing which the relevant charter shall remain available to the relevant Container Vessel so owned or managed by KZ and no offer under Section 2.1 shall be made.
 
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ARTICLE III
 
NON-COMPETITION
 
SECTION 3.1  During the Restricted Period, KZ shall not, subject to Section 3.2, directly or indirectly, engage in (a) the ownership of any interest in any Container Vessel or (b) the ownership of any interest in any Container Vessel Business (together, (a) and (b) are defined as the “Competitive Activities”).
 
SECTION 3.2  Notwithstanding the foregoing, KZ may engage in the following activities and they shall not be Competitive Activities:
 
(a)  with respect to any Container Vessel and Container Vessel Business acquired prior to the Effective Date listed in Appendix A hereto;
 
(b)  with respect to any Container Vessel Opportunity consummated in compliance with the procedures set forth in Section 4.2 or the procedures set forth in Section 4.3;
 
(c)  Passive ownership of less than 20% of a Container Vessel; and
 
(d)  Passive ownership of less than 20% of a Container Vessel Business.
 
SECTION 3.3  For the avoidance of doubt, this Article III does not apply to the acquisition by KZ, directly or indirectly, of any shares or other equity interests in the Company.
 
ARTICLE IV
 
RIGHT OF FIRST REFUSAL PROCEDURES
 
SECTION 4.1  In the event KZ acquires or intends to acquire any ownership interest in a Container Vessel or in a Container Vessel Business that would be a Competitive Activity (any of the foregoing, a “Container Vessel Opportunity”), KZ shall comply, at his option, with the procedures set forth in Section 4.2 or Section 4.3 (as applicable).
 
SECTION 4.2
 
(a)  Prior to entering into definitive documentation for any Container Vessel Opportunity, KZ shall (i) deliver a notice to the Company advising it of the details of the Container Vessel Opportunity, including its terms and conditions and (ii) offer to the Company, which offer may be subject to the finalization of the terms and conditions and the consummation of any such Container Vessel Opportunity, (1) in the case of a Container Vessel or an interest in a Container Vessel Business that owns only Container Vessels and related assets, such Container Vessel Opportunity on such terms and conditions, or (2) in the case of an interest in a Container Vessel Business that also owns non-Container Vessel assets, the Container Vessels and such related portion of the business for fair market value plus any Break Up Costs.
 
5
(b)  Within three Business Days after receipt of the notice referred to in Section 4.2(a), a committee composed of Independent Directors (the “Conflicts Committee”) shall deliver a notice to KZ that the Company (i) intends to pursue the Container Vessel Opportunity (an “Affirmative Response”) or (ii) declines to pursue the Container Vessel Opportunity (a “Negative Response”). A failure by the Conflicts Committee to respond to the notice referred to in Section 4.2(a) within three Business Days of receipt thereof by delivering notice to KZ pursuant to this Section 4.2(b) shall be deemed to be a Negative Response.
 
(c)  In the event of an Affirmative Response, the Company and KZ shall negotiate in good faith the terms and conditions of an agreement for the consummation of the Container Vessel Opportunity based on the terms and conditions set forth in the notice referred to in Section 4.2(a).
 
(d)  In the event of a Negative Response or, following an Affirmative Response, in the event that the Company and KZ are unable to agree on the terms and conditions of an agreement for the consummation of the Container Vessel Opportunity, then KZ may consummate the Container Vessel Opportunity within 180 days after the date of such Negative Response or such failure to agree, as applicable, on terms and conditions not materially more favorable than those offered to the Company and without being required to comply with the procedures set forth in Section 4.3.  If such Container Vessel Opportunity is not consummated within 180 days after the date of the Negative Response or such failure to agree, as applicable, then KZ shall not thereafter engage in such Container Vessel Opportunity without complying with the procedures in this Section 4.2 or with the procedures set forth in Section 4.3.
 
SECTION 4.3
 
(a)  Save for any Container Vessel Opportunity acquired by KZ pursuant to the provisions of Section 4.2(d), within 10 Business Days after entering into definitive documentation for any Container Vessel Opportunity, KZ shall (i) deliver a notice to the Company advising it of the details of the Container Vessel Opportunity, including its terms and conditions and (ii) offer to the Company (1) in the case of a Container Vessel or an interest in a Container Vessel Business that owns only Container Vessels and related assets, such Container Vessel Opportunity on such terms and conditions, or (2) in the case of an interest in a Container Vessel Business that also owns non-Container Vessel assets, the Container Vessels and such related portion of the business for fair market value plus any Break Up Costs.
 
(b)  Within three Business Days after receipt of the notice referred to in Section 4.3(a), the Conflicts Committee shall deliver a notice to KZ that the Company either accepts or rejects the offer delivered pursuant to Section 4.3(a). If the Company accepts such offer, KZ shall cooperate in good faith with the Company to transfer the Container Vessels and any related portion of the business on the terms and conditions included in the offer as soon as reasonably practicable. If the Company rejects such offer, such offer will expire. A failure by the Conflicts Committee to respond to the notice referred to in Section 4.3(a) within three Business Days after receipt thereof by delivering notice to KZ pursuant to this Section 4.3(b) shall be deemed to be a rejection of the offer delivered pursuant to Section 4.3(a).
 
6
SECTION 4.4  KZ and the Company acknowledge that all potential transfers pursuant to this Article IV are subject to obtaining any and all written consents of governmental authorities and non-affiliated third parties.
 
ARTICLE V

NOTICES
 
SECTION 5.1  All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent either by prepaid registered mail or e-mail, and will be validly given if delivered on a Business Day to a party at its respective address/contact details set forth below (or at such other address and/or contact details as a party may notify to the other party in writing from time to time):
 
Costamare Inc.
7 rue du Gabian
MC 98000 Monaco
Attention: General Counsel
E-mail: generalcounsel@costamare.com

Konstantinos Zacharatos
c/o Costamare Shipping Company S.A.
60 Zephyrou Street & Syngrou Avenue
Athens, Greece
E-mail: info@costamare.com

ARTICLE VI
 
APPLICABLE LAW AND JURISDICTION
 
SECTION 6.1  This Agreement and any non-contractual obligations connected with it shall be governed by, and construed in accordance with, the laws of England.
 
ARTICLE VII

ARBITRATION
 
SECTION 7.1  Any dispute arising out of or in connection with this Agreement and any non-contractual obligations connected with it shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Article VII.  The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (“LMAA”) terms current at the time when the arbitration proceedings are commenced.

7
SECTION 7.2  The reference shall be to three arbitrators.  One arbitrator is to be appointed by each party and a third arbitrator shall be appointed by the two arbitrators so appointed, failing which the third arbitrator shall be appointed by the President of the LMAA at the time.  A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party, requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.  When all three arbitrators have been appointed, their decision or that of any two of them shall be final and binding on both parties.  For the purpose of enforcing any award, this Agreement may be made a rule of the court.  Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
 
ARTICLE VIII
 
MISCELLANEOUS
 
SECTION 8.1  This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto, with the exception of the Management Agreements.  This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought.
 
SECTION 8.2  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement is adjudicated to be invalid or unenforceable, such provision will be deemed amended to delete therefrom the portion thus adjudicated as invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.
 
SECTION 8.3  This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.  The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form (including deliveries by emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.
 
[Remainder of page intentionally left blank]
 
8
IN WITNESS whereof the undersigned have executed this Agreement as of the date first above written.

 
COSTAMARE INC.
   
 
By:
/s/ Anastassios Gabrielides
 
  Name: Anastassios Gabrielides  
  Title:
General Counsel
   
 
KONSTANTINOS ZACHARATOS
 
 
/s/ Konstantinos Zacharatos


[Signature Page to the Costamare Inc. Restrictive Covenant Agreement with Konstantinos Zacharatos]

9
Appendix A


VESSEL
TYPE
FLAG
IMO
NUMBER
OWNING COMPANY
JAGUAR
Container
Liberia
9127007
Danae Maritime Co.


10
EX-4.6 6 ef20064083_ex4-6.htm EXHIBIT 4.6
Exhibit 4.6

THE COMPANIES SET OUT IN SCHEDULE A
 
- and –
 
COSTAMARE SHIPPING SERVICES LTD.
 
SERVICES AGREEMENT
 

TABLE OF CONTENTS
 
 
Page
   
ARTICLE I INTERPRETATION
1
   
ARTICLE II APPOINTMENT
5
   
ARTICLE III THE PARTY SUBSIDIARIES’ GENERAL OBLIGATIONS
7
   
ARTICLE IV THE SERVICE PROVIDER’S GENERAL OBLIGATIONS
7
   
ARTICLE V REPRESENTATION AND OTHER ADMINISTRATIVE SERVICES
9
   
ARTICLE VI - INTENTIONALLY OMITTED
10
   
ARTICLE VII BROKING AND OTHER COMMERCIAL SERVICES
10
   
ARTICLE VIII SERVICES FEES AND EXPENSES
12
   
ARTICLE IX CORPORATE PLANNING AND EXPENSES
15
   
ARTICLE X LIABILITY AND INDEMNITY
16
   
ARTICLE XI RIGHTS OF THE SERVICE PROVIDER AND RESTRICTIONS ON THE SERVICE PROVIDER’S AUTHORITY
18
   
ARTICLE XII TERMINATION OF THIS AGREEMENT
19
   
ARTICLE XIII ADDITION AND RESIGNATION OF SUBSIDIARIES
21
   
ARTICLE XIV NOTICES
22
   
ARTICLE XV APPLICABLE LAW
23
   
ARTICLE XVI ARBITRATION
23
   
ARTICLE XVII MISCELLANEOUS
24
   
SCHEDULE A SUBSIDIARIES
26
   
SCHEDULE B  FORM OF ACCESSION LETTER
27
   
SCHEDULE C  FORM OF RESIGNATION LETTER
28


THIS SERVICES AGREEMENT  made on November 2, 2015 as amended and restated on June 28, 2021, is hereby further amended and restated on this 6th day of May, 2025 (together, this “Agreement”), BY AND BETWEEN:
 
(1)      THE COMPANIES SET OUT IN SCHEDULE A (the “Original Party Subsidiaries” and each an “Original Party Subsidiary”); and
 
(2)      COSTAMARE SHIPPING SERVICES LTD., a corporation organized and existing under the laws of the Republic of the Marshall Islands (the “Service Provider”).
 
WHEREAS:
 
(A)     Each Original Party Subsidiary owns and operates one Ship (as defined below) and is a wholly-owned (direct or indirect) Subsidiary of Costamare Inc., a Marshall Islands corporation (the “Parent”).
 
(B)     The Service Provider has the benefit of experience in the representation of shipowning companies, the offering of charter broking, insurance broking and sale and purchase broking services and the offering of certain other services.
 
(C)     Each Original Party Subsidiary and the Service Provider desire to adopt this Agreement pursuant to which the Service Provider shall represent each Original Party Subsidiary in its dealings with third parties and provide commercial, broking, administrative and certain other services to each such Original Party Subsidiary as specified herein.
 
NOW, THEREFORE, THE PARTIES HEREBY AGREE:
 
ARTICLE I
 
INTERPRETATION
 
SECTION 1.1.  In this Agreement, unless the context otherwise requires:
 
“Accession Letter” means a letter substantially in the form set out in Schedule B.
 
“Additional Party Subsidiary” shall have the meaning set forth in Section 13.1.
 
“Affiliates” means, with respect to any person as to any particular date, any other persons that directly or indirectly, through one or more intermediaries, are Controlled by, Control or are under common Control with the person in question, and Affiliates means any of them.
 
“Agreement” shall have the meaning set forth in the preamble.
 

“Annual Period” shall have the meaning set forth in Section 8.4.
 
“Applicable Fraction” means, in relation to a Payment Date, a fraction having as numerator number 1 and as denominator a number equal to the number of the Party Subsidiaries as of such Payment Date.
 
“Automatic Resigning Party Subsidiary” shall have the meaning set forth in Section 13.3.
 
“Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.  For purposes of this definition, such person or group shall be deemed to Beneficially Own any outstanding voting securities of a company held by any other company that is Controlled by such person or group.  The term “Beneficially Own” and similar capitalized terms shall have analogous meanings.
 
“Blue Net Entity” means each of:
 

 a)
Blue Net Chartering GmbH & Co. KG of Elbchaussee 277, 22605 Hamburg, Germany; and
 

 b)
Blue Net Chartering Asia Pte. Ltd of 3 Pickering Street, #02-17ll8 Nankin Row, Singapore 048660.
 
“Board of Directors” means the board of directors of the Parent as the same may be constituted from time to time.
 
“Business Days” means a day (excluding Saturdays and Sundays) on which banks are open for business in Monaco, Athens, Greece, and New York, New York, USA.
 
“Change in Control of the Service Provider” means (a) a sale of all or substantially all of the assets or property of the Service Provider necessary for the performance of the Service Provider’s services under this Agreement, (b) a sale of the Service Provider’s shares that would result in Konstantakopoulos Entities Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the Service Provider or (c) a merger, consolidation or similar transaction, that would result in Konstantakopoulos Entities Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the resulting entity following such transaction.
 
“Change in Control of the Parent” means the occurrence of any of the following events: (a) if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including a group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(10) under the Exchange Act (other than one or more Konstantakopoulos Entities) (collectively, an “Acquiring Person”) becomes the Beneficial Owner, directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the Parent, which voting power represents a higher percentage than that of the Konstantakopoulos Entities, collectively; or (b) the approval by the shareholders of the Parent of a proposed merger, consolidation or similar transaction, as a result of which any Acquiring Person becomes the Beneficial Owner, directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the resulting entity following such transaction, which voting power represents a higher percentage than that of the Konstantakopoulos Entities, collectively; or (c) a change in directors after which a majority of the members of the Board of Directors are not Continuing Directors.
 
2
“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors immediately after 2 November 2015, or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the directors then still in office or who were either directors immediately after 2 November 2015 or whose nomination or election was previously so approved.
 
“Control” or “Controlled” means, with respect to any person, the right to elect or appoint, directly or indirectly, a majority of the directors of such person or a majority of the persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such person or the possession of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.
 
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
 
“Force Majeure” shall have the meaning set forth in Section 10.1.
 
“Initial Term” means the period from November 2, 2015 to December 31, 2015.
 
“Konstantakopoulos Entities” means:
 
  (a)
Konstantinos Konstantakopoulos, Christos Konstantakopoulos, Achillefs Konstantakopoulos or Vassileios Konstantakopoulos;
 

 (b)
any spouse or lineal descendant of any of the individuals set out in paragraph (a) above;
 

 (c)
any person Controlled by, or under common Control with, any such individual or combination of such individuals as set out in paragraphs (a) and (b) above; and
 

 (d)
any trust or foundation where any of the individuals as set out in paragraphs (a) and (b) above or any person as set out in paragraph (c) is, in each case, a beneficiary.
 
3
“Newbuild” means a new vessel to be or which has just been constructed, or is under construction, pursuant to a shipbuilding contract or other related agreement entered into by the relevant Party Subsidiary.
 
“Party Subsidiaries” means, at any time, the Original Party Subsidiaries and the Additional Party Subsidiaries, without reference to any of the Original Party Subsidiaries or Additional Party Subsidiaries that has ceased to be a Party Subsidiary in accordance with Section 13.2 or Section 13.3 and “Party Subsidiary” shall be construed accordingly.
 
“Payment Date” means the first Business Day falling immediately before each of 30 March, 30 June, 30 September and 30 December of each calendar year.
 
“Registration Rights Agreement” means the amended and restated registration rights agreement made or (as the context may require) to be made between the Parent and the stockholders named therein.
 
“Related Service Provider” means any Konstantakopoulos Entity or any Affiliate thereof, in each case, appointed as Sub-Provider in accordance with the terms of this Agreement.
 
“Resignation Letter” means a letter substantially in the form set out in Schedule C.
 
“Resigning Party Subsidiary” shall have meaning set forth in Section 13.2.
 
“Service Provider” shall have the meaning set forth in the preamble.
 
“Service Provider Related Parties” shall have the meaning set forth in Section 10.2.
 
“Services” shall have the meaning set forth in Section 2.2.
 
“Services Fee” shall have the meaning set forth in Section 8.1.
 
“Ship” means any ocean-going vessel (whether in its construction phase or operational) that is intended to be used primarily to transport cargoes or goods (in dry, liquid, gas or in bulk or containerized or in any other form whatsoever).
 
“Sub-Provider” shall have the meaning set forth in Section 2.3.
 
“Subsequent Term” shall have the meaning set forth in Section 12.1.
 
“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.
 
“Vessel” means any Ship owned and operated by a Party Subsidiary and “Vessels” means together all or any of them.
 
4
SECTION 1.2.  The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.
 
SECTION 1.3.  All the terms of this Agreement, whether so expressed or not, shall be binding upon the parties hereto and their respective successors and assigns.
 
SECTION 1.4.  Unless otherwise specified, all references to money refer to the legal currency of the United States of America.
 
SECTION 1.5.  Unless the context otherwise requires, words in the singular include the plural and vice versa.
 
SECTION 1.6.  The words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation” and shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it.
 
SECTION 1.7.  Any reference to “person” includes an individual, body corporate, limited liability company, partnership, joint venture, cooperative, trust or unincorporated organization, association, trustee, domestic or foreign government or any agency or instrumentality thereof, or any other entity recognized by law.
 
SECTION 1.8.  Any reference to an enactment shall be deemed to include reference to such enactment as re-enacted, amended or extended.
 
SECTION 1.9.  Any reference to (or to any specified provision of) this Agreement or any other document shall be construed as reference to this Agreement, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties.
 
SECTION 1.10.  Any reference to clauses, appendices and schedules shall be construed as reference to clauses of, appendices to and schedules to this Agreement and references to this Agreement includes its appendices and schedules.
 
ARTICLE II
 
APPOINTMENT
 
SECTION 2.1.  The Service Provider is hereby appointed by each Party Subsidiary as its:
 
(a)  representative;
 
(b) sale and purchase broker (including newbuildings); (d) marine insurance broker and advisor; and
 
5
(c)  chartering broker;
 
 
(e)  average adjuster advisor,
 
and hereby accepts such appointment on the terms and conditions of this Agreement.
 
SECTION 2.2.  The Service Provider agrees to provide the services specified in Articles V, VI and VII of this Agreement (collectively the “Services”). The Party Subsidiaries and the Service Provider each hereby agree that in the performance of this Agreement, the Service Provider is acting solely on behalf of, as agent of and for the account of, the relevant Party Subsidiary.  The Service Provider may advise persons with whom it deals on behalf of any Party Subsidiary that it is conducting such business for and on behalf of, such Party Subsidiary.
 
SECTION 2.3.  The Service Provider may upon notice to the Party Subsidiaries appoint any person (a “Sub-Provider”) at any time throughout the duration of this Agreement to discharge any of the Service Provider’s duties under this Agreement, provided that if such person is not a Related Service Provider the Service Provider shall obtain the written consent of the Party Subsidiaries prior to such appointment (such consent shall not be unreasonably withheld or delayed). The Service Provider shall appoint a Sub-Provider either by entering into an agreement (such agreement to be on terms to be agreed between the parties thereto and only in respect of such of the Services that the Service Provider wishes such Sub-Provider to discharge) directly with such Sub-Provider (for the avoidance of doubt, unless otherwise agreed in writing, no Party Subsidiary shall have any responsibility for any fees or costs incurred under any such agreement) or by directing such Sub-Provider to enter into an agreement directly with the relevant Party Subsidiary (such agreement to be on terms to be agreed between the parties thereto and only in respect of such of the Services that the Service Provider wishes such Sub-Provider to discharge).  Upon request, each Party Subsidiary shall provide written confirmation to the Service Provider or, as the case may be, a Sub-Provider, that such Party Subsidiary and its Vessel are being provided certain Services by the Service Provider or, as the case may be, the relevant Sub-Provider.
 
SECTION 2.4.  The Service Provider’s power to delegate performance of any provision of this Agreement, including delegation by directing a Sub-Provider to enter into an agreement directly with a Party Subsidiary in accordance with Section 2.3, shall not limit the Service Provider’s liability to the Party Subsidiaries to perform this Agreement with the intention that the Service Provider shall remain responsible to the Party Subsidiaries for the due and timely performance of all duties and responsibilities of the Service Provider hereunder, PROVIDED HOWEVER, that to the extent that any Sub-Provider has performed any such duty, the Service Provider shall not be under any obligation to perform again the same duty.
 
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ARTICLE III
 
THE PARTY SUBSIDIARIES’ GENERAL OBLIGATIONS
 
SECTION 3.1.  The Party Subsidiaries shall notify the Service Provider as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant Party Subsidiary, the sale of any Vessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Party Subsidiary.
 
SECTION 3.2.  The Party Subsidiaries shall promptly amend Schedule A to be reflective of any Resigning Party Subsidiary, Automatic Resigning Party Subsidiary or Additional Party Subsidiary PROVIDED HOWEVER that failure to do so shall not affect which Subsidiary of the Parent is actually a Party Subsidiary at any given time.
 
SECTION 3.3.  The Party Subsidiaries shall pay punctually all sums due to the Service Provider under this Agreement in accordance with the terms hereof.
 
SECTION 3.4.  Each Party Subsidiary shall procure that any Subsidiary of the Parent which owns and operates a Ship shall become party to this Agreement. Each Party Subsidiary agrees that, save for any Konstantakopoulos Entity or any Affiliate thereof, or either Blue Net Entity it has engaged the Service Provider or any Sub-Provider to provide the Services on an exclusive basis and, without receiving the prior written approval of the Service Provider or before it has lawfully terminated this Agreement in accordance with its terms, it will not engage any other entity to provide any of the Services (unless such engagement only becomes effective after the termination of this Agreement).
 
ARTICLE IV
 
THE SERVICE PROVIDER’S GENERAL OBLIGATIONS
 
SECTION 4.1.  In the exercise of its duties hereunder, the Service Provider shall act in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any Party Subsidiary.
 
SECTION 4.2.  For each Party Subsidiary or its Vessel or, as the case may be, Newbuild, the Service Provider shall act and do all and/or any of the acts or things described in this Agreement applicable to each such Party Subsidiary, Vessel or Newbuild in the name and/or on behalf of the relevant Party Subsidiary.
 
SECTION 4.3.  The Service Provider shall exercise commercially reasonable care to cause all material property of any Party Subsidiary to be clearly identified as such, held separately from the property of the Service Provider and, where applicable, held in safe custody.
 
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SECTION 4.4.  The Service Provider shall exercise commercially reasonable care to cause adequate manpower to be employed by it to perform its obligations under this Agreement, PROVIDED HOWEVER, that the Service Provider, in the performance of its responsibilities under this Agreement, shall be entitled to have regard to its overall responsibilities in relation to the servicing of its clients and in particular, without prejudice to the generality of the foregoing, the Service Provider shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Service Provider considers to be fair and reasonable.
 
SECTION 4.5.  Notwithstanding anything to the contrary contained in this Agreement, the Service Provider agrees that any and all decisions of a material nature relating to any Party Subsidiary or its Vessel or Newbuild shall be reserved to such Party Subsidiary.
 
SECTION 4.6.  During the term hereof, the Service Provider shall promote the business of the Party Subsidiaries in accordance with the directions of the authorized representative or, as the case may be, representatives of the respective Party Subsidiary and shall at all times use commercially reasonable efforts to conform to and comply with the lawful and reasonable directions, regulations or recommendations made by such authorized representative or, as the case may be, representatives, and in the absence of any specific directions or recommendations as aforesaid and, subject to the terms and conditions of this Agreement, shall provide general administrative and advisory services in connection with the business of the Party Subsidiary always to the extent permitted by the Service Provider’s constitutional documents and governmental licenses/authorizations.
 
SECTION 4.7.  The Service Provider, in the performance of its responsibilities under this Agreement, shall exercise commercially reasonable care to cause any purchases of products or services from any of its Affiliates to be on terms no less favorable to the Service Provider than the market prices for products or services that the Service Provider could obtain on an arm’s length basis from unrelated parties.
 
SECTION 4.8.  During the term hereof, the Service Provider agrees that it will provide the Services to the Party Subsidiaries on an exclusive basis and, without receiving the prior consent of the Party Subsidiaries, it will not provide any Services or other services contemplated herein to any entity other than to Costamare Bulkers Holdings Limited or any Affiliates thereof or the Konstantakopoulos Entities or any Affiliates thereof.
 
SECTION 4.9.  If a Vessel (which expression for the purposes of this Section shall include any Newbuild to be acquired by a Party Subsidiary) and a Ship directly or indirectly owned and operated by an unaffiliated third party are both available and meet the criteria for a charter being fixed by the Service Provider, the Vessel shall be offered such charter first and the relevant Party Subsidiary shall have 48 hours from such offer being received to accept such offer, failing which such charter shall be then offered to the relevant third party.
 
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SECTION 4.10.  The Service Provider shall at all times maintain appropriate and necessary accounts and records as regards the Services and shall make the same available for inspection and auditing by the Party Subsidiaries at such times as may be mutually agreed by the Service Provider, on the one hand, and the Party Subsidiaries, on the other hand.
 
ARTICLE V
 
REPRESENTATION AND OTHER ADMINISTRATIVE SERVICES
 
SECTION 5.1.  The Service Provider shall provide certain representation and other administrative services to the Party Subsidiaries (in the case of paragraphs (a)(i), (ii), (vi) and (vii), (b), (c) and (d) upon request by the relevant Party Subsidiary), including the following:
 
(a)  representing each Party Subsidiary generally in its dealings and relations with third parties, including:
 
(i)  keeping all books and records of things done and transactions performed on behalf of any such Party Subsidiary as it may require from time to time, including, but not limited to, liaising with accountants, lawyers and other professional advisors;
 
(ii)  maintaining the general ledgers of any such Party Subsidiary;
 
(iii)  establishing bank accounts with such financial institutions as a Party Subsidiary may request, managing, administering and reconciling of such Party Subsidiary’s bank accounts;
 
(iv)  providing assistance in negotiating loan and credit terms with lenders and monitoring and administration of compliance with any applicable financing terms and conditions in effect with investors, banks or other financial institutions;
 
(v) assisting with arranging board meetings of each such Party Subsidiary, director accommodation and travel for such board meetings and preparing meeting materials and detailed papers and agendas for scheduled meetings of the board of directors of any Party Subsidiary (and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Service Provider to enable the relevant board of directors (and any such committees) to base their opinion; (vi) preparation of periodic consolidated financial statements of the Party Subsidiaries, including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging of the auditing and/or review of any such financial statements and the provision of related data processing services;
 
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(vii)  preparing and providing (or procuring, at the relevant Party Subsidiary’s cost, a third party service provider to prepare and provide) tax returns required by any law or regulatory authority;
 
(b)  arranging for the provision of advisory services (either directly or, at the relevant Party Subsidiary’s cost, through a third party service provider) to ensure that such Party Subsidiary is in compliance with all applicable laws, including all relevant securities laws;
 
(c)  assisting the Party Subsidiaries in establishing and maintaining a system of internal controls sufficient to satisfy any applicable law or regulatory requirements; and
 
(d)  negotiating the terms and thereafter arranging for cash management services, in each case with a third party provider at the cost of such Party Subsidiary.
 
ARTICLE VI- INTENTIONALLY OMITTED
 
ARTICLE VII
 
BROKING AND OTHER COMMERCIAL SERVICES
 
SECTION 7.1.  The Service Provider shall provide to the Party Subsidiaries, upon request by the relevant Party Subsidiary, one or more of the following broking and other commercial services:
 
(a) providing charter broking and other chartering services and all matters related thereto, including seeking and negotiating employment for each Vessel and the conclusion (including the execution thereof) of charter parties or other contracts relating to the employment of such Vessel, whether on a voyage, time, demise, contract of affreightment or other basis (if such contract exceeds a period of 36 months, consent in writing shall first be obtained from the relevant Party Subsidiary); (b) arranging of the proper payment to the relevant Party Subsidiary or its nominees of all hire and/or freight revenues or other moneys of whatsoever nature to which such Party Subsidiary may be entitled arising out of the employment or otherwise in connection with the relevant Vessel;
 
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(c)  providing voyage estimates and accounts and calculating of hire, freights, demurrage and/or dispatch moneys due from or due to the charterers of a Vessel;
 
(d)  issuing to the crew of a Vessel appropriate voyage instructions and monitoring voyage performance;
 
(e)  appointing agents in any port of the world, handling payments to such agents and auditing the expenses thereof;
 
(f)  carrying out the necessary communications with the shippers, charterers and others involved with the receiving and handling  of a Vessel at the relevant loading and discharging ports;
 
(g)  invoicing on behalf of the relevant Party Subsidiary all freights, hires, demurrage, outgoing claims, refund of taxes, balances of disbursements, statements of account and other sums due to a Party Subsidiary and account receivables arising from the operation of a Vessel and, upon the request of the relevant Party Subsidiary, issuing releases on behalf of such Party Subsidiary upon receipt of payment or settlement of any such amounts;
 
(h)  preparing off-hire statements and/or hire statements;
 
(i)  providing marine insurance broking and advisory services and all matters related thereto, including seeking and negotiating insurance cover for each Vessel, the conclusion (including the execution thereof) of the relevant insurance contacts or entries for such Vessel, and the payment of the relevant insurance premiums or P&I calls (either directly or by employing the services (at the relevant Party Subsidiary’s cost) of a third party broker);
 
(j)  providing ship sale and purchase broking services and all matters related thereto, including the seeking and the negotiation of any sale and purchase agreement of a Vessel (whether a second-hand or Newbuild), the supervision of such sale or purchase and the performance of any sale or purchase agreement (either directly or by employing the services (at the relevant Party Subsidiary’s cost) of a third party broker);
 
(k) providing newbuilding, conversion and shiprepair broking services and all matters related thereto (either directly or by employing the services (at the relevant Party Subsidiary’s cost) of a third party broker); (l) providing average adjusting services and all matters related thereto in relation to a Vessel; and
 
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(m)  managing relationships between any Party Subsidiary and any existing or potential charterers, shipbuilders, shiprepair yards, insurers, lenders, shipmanagers, manning agents and other shipping industry service providers/participants.
 
ARTICLE VIII
 
SERVICES FEES AND EXPENSES
 
SECTION 8.1.  In consideration of the Service Provider providing the Services to each Party Subsidiary, each such Party Subsidiary shall pay the Service Provider the following fees (together, the “Services Fees” and, on a per Party Subsidiary/Vessel basis, the “Service Fee”):
 
(a)  monthly in arrears, a fee in United States Dollars equal to 1.10% calculated on the aggregate of the gross freight, demurrage, charter hire, ballast bonus or other income obtained for the employment of the Vessel of the relevant Party Subsidiary during the term hereof, payable to the Service Provider, only to the extent such freight, demurrage, charter hire, ballast bonus or other income, as the case may be, is received as revenue; and
 
(b)  on each Payment Date falling after the date of this Agreement a fee equal to the Applicable Fraction of US$666,737.40 payable in cash; and
 
(c)  on each Payment Date falling after the date of this Agreement, a fee in United States Dollars (the “Relevant Fee”) equal to the Applicable Fraction of:
 
A x B
 
PROVIDED HOWEVER, that the Service Provider has the right to request in writing (the “Share Request”) to receive from each Party Subsidiary instead of the Relevant Fee payable by such Party Subsidiary for such Payment Date, a number of common stock of the Parent equal to the Applicable Fraction of B for such Payment Date. Upon receipt of a Share Request by a Party Subsidiary, such Party Subsidiary shall pay the appropriate Relevant Fee to the Parent and shall procure that the Parent shall as soon as possible (i) deliver the relevant common stock to the Service Provider, (ii) advise the Transfer Agent accordingly and (iii) deliver to the Service Provider a duly executed Registration Rights Agreement providing for the transferability of such common stock to any of the Konstantakopoulos Entities PROVIDED HOWEVER FURTHER that Service Provider is aware and acknowledges that there are limitations and restrictions on the circumstances under which it may offer to sell, transfer or otherwise dispose of the common stock to be acquired by it including certain restrictions on transfer under the applicable securities laws.
 
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SECTION 8.2.  For the purposes of Section 8.1, the following terms shall have the following meanings:
 
“A” is, in relation to a Payment Date, the average of the closing price of the common stock of the Parent on the New York Stock Exchange for the ten trading days ending on such Payment Date.
 
“B” is Y x 0.2%.
 
“Y” is, in relation to a Payment Date, the number of validly issued, fully paid and non-assessable shares of the common stock of the Parent outstanding as of 1 January 2015, as such number may be increased by a stock split or, as the case may be, may be reduced by a reverse stock split of the Parent’s common stock as of such Payment Date. For the avoidance of doubt, there were 74,800,000 shares of issued and outstanding common stock of the Parent as of January 1, 2015.
 
SECTION 8.3.  The Services Fees will be fixed throughout the term of this Agreement and shall not be subject to adjustment for Euro/U.S. Dollar exchange rate fluctuations or inflation, save that the Service Fee for each Vessel payable pursuant to Section 8.1(b) may be adjusted pursuant to Section 8.4.
 
SECTION 8.4.  The Services Fees payable pursuant to Section 8.1(b), for the 12-month period starting on January 1, 2016 and for each subsequent 12-month period falling thereafter (each such 12-month period referred to hereinafter as an “Annual  Period”) will, in each case, be adjusted upwards with effect from the beginning of such Annual Period if:
 
(a)  the average of the Euro/U.S. Dollar exchange rates during the 12-month period ending on the last day of the month of September falling before the commencement date of such Annual Period (such average being the average over the applicable period, as calculated by the Service Provider from the Euro Foreign Exchange Reference Rate published daily at 15:00 CET by the European Central Bank on www.ecb.int) evidence that the Euro has strengthened against the U.S. Dollar by more than five per cent (5%) from:
 
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(i)  in the case of the first Annual Period starting on the day falling immediately after 31 December 2015, the rate existing on the business day immediately prior to the date of this Agreement, and
 
(ii)  in the case of each subsequent Annual Period, the previous Euro/U.S. Dollar average calculated for the purposes of this Section 8.4 in respect of the immediately previous Annual Period,
 
by the average percentage amount by which the Euro has in each such case so strengthened against the U.S. Dollar; and/or
 
(b)  the Service Provider has incurred a material unforeseen increase in the cost of providing the Services, by an amount to be agreed between the Service Provider and the Party Subsidiaries, each acting in a commercially reasonable manner.
 
SECTION 8.5.  The Service Provider shall, subject to Section 8.6, pay for all usual office expenses incurred by it as the Service Provider.
 
SECTION 8.6.  Each Party Subsidiary hereby acknowledges that any capital expenditure, financial costs, operating expenses for its Vessel and any general and administrative expenses of such Party Subsidiary whatsoever are not covered by the Service Fee and any such expenditure, costs and expenses shall be paid fully by the relevant Party Subsidiary, whether directly to third parties (which for the avoidance of doubt shall include any Sub-Provider) or by payment to such third parties through the Service Provider and to the extent incurred by the Service Provider, shall be reimbursed to it by such Party Subsidiary.  The said capital expenditure, financial costs, operating expenses for each Party Subsidiary and its Vessel and general and administrative expenses of each Party Subsidiary include, without limiting the generality of the foregoing, items such as:
 
(a)  fees, interest, principal and any other costs due to a Party Subsidiary’s financiers and their respective advisors;
 
(b)  all voyage expenses and vessel operating and maintenance expenses relating to the operation and management of a Vessel (including crew costs, surveyor’s attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance and repair costs, vetting expenses, etc.);
 
(c) any commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other third parties whatsoever appointed by the Service Provider whether in its name or on behalf and/or in the name of any Party Subsidiary; (d) any commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other third parties (other than, if applicable, a Related Service Provider) whatsoever sub-contracted to the Service Provider in the normal and reasonable course of meeting the Service Provider’s duties and obligations under this Agreement including the duties provided in Articles V, VI and VII of this Agreement;
 
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(e)  applicable deductibles, insurance premiums and/or P&I calls;
 
(f)  compensation expenses for employees other than of the Service Provider;
 
(g)  postage, communication, traveling, lodging, victualling, overtime, out of office compensation and out of pocket expenses of the Service Provider and/or its personnel, incurred in pursuance of the Services; and
 
(h)  any other out of pocket expenses that are incurred by the Service Provider in the performance of the Services pursuant to this Agreement.
 
SECTION 8.7.  The Service Provider shall have the right to demand the Service Fee payable in relation to each Party Subsidiary and its Vessel from either all the Party Subsidiaries or such Party Subsidiary.  By written notice to the Party Subsidiaries, the Service Provider may direct the Party Subsidiaries to pay any amounts owing by the Service Provider to any Sub-Provider pursuant to a subcontract of any provisions of this Agreement, directly to the relevant Sub-Provider.
 
SECTION 8.8.  In the event that this Agreement is terminated, other than by reason of default by the Service Provider, the Services Fees payable to the Service Provider under Section 8.1 shall be payable for a further period of three months from the termination date.  The fees payable for the said three months shall be paid in one lump sum in advance on the termination of this Agreement.
 
ARTICLE IX
 
CORPORATE PLANNING AND EXPENSES
 
SECTION 9.1.  The Service Provider shall maintain the records of all costs and expenses incurred, including any invoices, receipts and supplementary materials as are necessary or proper for the settlement of accounts.
 
SECTION 9.2.  Insofar as any moneys are collected from third parties by the Service Provider under the terms of this Agreement (other than moneys payable by a Party Subsidiary to the Service Provider), such moneys and any interest thereon shall be held to the credit of the relevant Party Subsidiary in a separate bank account in the name thereof.  Interest on any such bank account shall be for the benefit of the relevant Party Subsidiary.
 
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SECTION 9.3.  Notwithstanding anything contained herein to the contrary, the Service Provider shall in no circumstances be required to use or commit its own funds to finance the provision of the Services.
 
SECTION 9.4.  To the extent that a Related Service Provider has been appointed in accordance with the terms of Section 2.3, it is agreed by the Party Subsidiaries and the Service Provider for the benefit of such Related Service Provider that the provisions of Article VIII shall apply to such Related Service Provider as if such provisions were repeated herein, but with references to:
 
(a)  the “Service Provider” being deemed as references to the relevant Related Service Provider;
 
(b)  the “Services” being deemed as references to the services to be performed by such Related Service Provider under the relevant services agreement;
 
(c)  the “Vessels” being deemed as references to the Vessels being services by such Related Service Provider under a services agreement entered into directly with the relevant Party Subsidiaries;
 
(d)  the “Party Subsidiaries” being deemed as references to the relevant Party Subsidiaries; and
 
(e)  references to “this Agreement” being deemed as references to any services agreement signed by such Related Service Provider directly with the relevant Party Subsidiaries.
 
ARTICLE X
 
LIABILITY AND INDEMNITY
 
SECTION 10.1.  Save for the obligation of the Party Subsidiaries to pay any moneys or common stock due to the Service Provider hereunder, neither any Party Subsidiary nor the Service Provider shall be under any liability to the other for any failure to perform any of their obligations hereunder by reason of Force Majeure.  “Force Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable control of the relevant Party Subsidiary or the Service Provider, including, without limitation, acts of God, acts of civil or military authorities, acts of war or public enemy, acts of any court, regulatory agency or administrative body having jurisdiction, insurrections, riots, strikes or other labor disturbances, embargoes or other causes of a similar nature.
 
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SECTION 10.2.  The Service Provider, including its officers, directors, employees, shareholders, agents, sub-contractors and any Sub-Provider (the “Service Provider Related Parties”) shall be under no liability whatsoever to any Party Subsidiary or to any third party (including the crew of a Vessel) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel), and howsoever arising in the course of the performance of this Agreement, unless and to the extent that the same is proved to have resulted solely from the gross negligence or willful misconduct of the Service Provider, its officers, employees, agents, sub-contractors or any Sub-Provider.
 
SECTION 10.3.  Intentionally Omitted
 
SECTION 10.4.  The Party Subsidiaries shall indemnify and hold harmless the Service Provider Related Parties against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement and against and in respect of any loss, damage, delay or expense of whatsoever nature (including legal costs and expenses on a full indemnity basis), whether direct or indirect, incurred or suffered by any Service Provider Related Party arising out of or in connection with the performance of this Agreement, unless incurred or suffered due to the gross negligence or willful misconduct of any Service Provider Related Party.
 
SECTION 10.5.  It is hereby expressly agreed that no employee or agent of the Service Provider (including any sub-contractor from time to time employed by the Service Provider) shall in any circumstances whatsoever be under any liability whatsoever to any Party Subsidiary or any third party for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment or agency and, without prejudice to the generality of the foregoing provisions in this Article X, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Service Provider or to which the Service Provider is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Service Provider acting as aforesaid, and for the purpose of all the foregoing provisions of this Article X, the Service Provider is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be the Service Provider’s servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.  Nothing in this Section 10.5 shall be construed so as to further limit any liability the Service Provider may have to the Party Subsidiaries under Section 10.2.
 
SECTION 10.6.  The provisions of this Article X shall survive any termination of this Agreement.
 
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ARTICLE XI
 
RIGHTS OF THE SERVICE PROVIDER AND RESTRICTIONS ON THE SERVICE PROVIDER’S AUTHORITY
 
SECTION 11.1.  Except as may be provided in this Agreement or in any separate written agreement between any Party Subsidiary and the Service Provider or a Sub-Provider, the Service Provider and any Sub-Provider shall be an independent contractor and not the agent of any Party Subsidiary and shall have no right or authority to incur any obligation on behalf of any Party Subsidiary or to bind any Party Subsidiary in any way whatsoever.  Nothing in this Agreement shall be deemed to make the Service Provider or any Sub-Provider or any of their subsidiaries or employees an employee, joint venturer or partner of any Party Subsidiary.
 
SECTION 11.2.  Each Party Subsidiary acknowledges that the Service Provider or, as the case may be, any Sub-Provider shall have no responsibility hereunder, direct or indirect, with regard to the formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise) of any Party Subsidiary, which is solely the responsibility of each respective Party Subsidiary.  Each Party Subsidiary shall set its corporate policies independently through its respective board of directors and executive officers and nothing contained herein shall be construed to relieve such directors or officers of each respective Party Subsidiary from the performance of their duties or to limit the exercise of their powers.
 
SECTION 11.3.  Notwithstanding the other provisions of this Agreement:
 
(a) the Service Provider or, as the case may be, any Sub-Provider may act with respect to a Party Subsidiary upon any advice, resolutions, requests, instructions, recommendations, direction or information obtained from such Party Subsidiary or any banker, accountant, broker, lawyer or other person acting as agent of or adviser to such Party Subsidiary and the Service Provider or, as the case may be, the relevant Sub-Provider shall incur no liability to such Party Subsidiary for anything done or omitted or suffered in good faith in reliance upon such advice, instruction, resolution, recommendation, direction or information made or given by such Party Subsidiary or its agents, in the absence of gross negligence or willful misconduct by the Service Provider or, as the case may be, the relevant Sub-Provider or their respective servants, and shall not be responsible for any misconduct, mistake, oversight, error of judgment, neglect, default, omission, forgetfulness or want of prudence on the part of any such banker, accountant, broker, lawyer, agent or adviser or other person as aforesaid; (b) the Service Provider or, as the case may be, a Sub-Provider shall not be under any obligation to carry out any request, resolution, instruction, direction or recommendation of any Party Subsidiary or its agents if the performance thereof is or would be illegal or unlawful; and
 
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(c)  the Service Provider or, as the case may be, the relevant Sub-Provider shall incur no liability to any Party Subsidiary for doing or failing to do any act or thing which it shall be required to do or perform or forebear from doing or performing by reason of any provision of any law or any regulation or resolution made pursuant thereto or any decision, order or judgment of any court or any lawful request, announcement or similar action of any person or body exercising or purporting to exercise the legitimate authority of any government or of any central or local governmental institution in each case where the above entity has jurisdiction.
 
ARTICLE XII
 
TERMINATION OF THIS AGREEMENT
 
SECTION 12.1.  This Agreement shall be effective as of the date hereof.  The term of this Agreement shall be extended after the end of the Initial Term on a year-to-year basis (each a “Subsequent Term”) unless the Party Subsidiaries, at least 12 months prior to the end of the then current term, give written notice to the Service Provider that they wish to terminate this Agreement at the end of the then current term.  In no event will the term of this Agreement extend beyond the date falling twenty years after the last day of the Initial Term.
 
SECTION 12.2.  The Party Subsidiaries shall be entitled to terminate this Agreement by notice in writing to the Service Provider if:
 
(a)  the Service Provider defaults in the performance of any material obligation under this Agreement, subject to a cure right of 20 Business Days following written notice by the Party Subsidiaries;
 
(b)  any moneys due and payable to the Party Subsidiaries or third parties by the Service Provider under this Agreement is not paid or accounted for within 10 Business Days following written notice by the Party Subsidiaries;
 
(c)  there is a Change in Control of the Service Provider; or
 
(d)  the Service Provider is convicted of, enters a plea of guilty or nolo contendere with respect to, or enters into a plea bargain or settlement admitting guilt for a crime (including, for the avoidance of doubt, fraud), which conviction, plea bargain or settlement is demonstrably and materially injurious to the Party Subsidiaries, PROVIDED ALWAYS, such crime is not a misdemeanor and PROVIDED ALWAYS further that such crime has been committed solely and directly by an officer or director of the Service Provider acting within the terms of his or her employment or office.
 
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SECTION 12.3.  The Service Provider shall be entitled to terminate this Agreement by notice in writing to the Party Subsidiaries if:
 
(a)  any moneys payable by a Party Subsidiary under this Agreement is not paid when due or if due on demand within 20 Business Days following demand by the Service Provider;
 
(b)  a Party Subsidiary defaults in the performance of any other material obligations under this Agreement, subject to a cure right of 20 Business Days following written notice by the Service Provider; or
 
(c)  there is a Change in Control of the Parent.
 
SECTION 12.4.  Either party (the Party Subsidiaries acting as one) shall be entitled to terminate this Agreement by notice in writing to the other party if:
 
(a)  the other party ceases to conduct business, or all or substantially all of the equity-interests, properties or assets of such other party are sold, seized or appropriated which, in the case of seizure or appropriation, is not discharged within 20 Business Days;
 
(b)  (i) the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 90 Business Days of its filing; (iii) the other party shall admit in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager, receiver or trustee of the other party of all or a substantial part of its assets; (v) if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or a substantial part of the other party’s undertaking, property or assets; or (vi) if an order is made or a resolution is passed for the other party’s winding up; OR
 
(c)  the other party is prevented from performing its obligations hereunder, in any material respect, by reasons of Force Majeure for a period of two or more consecutive months.
 
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SECTION 12.5.  Upon the effective date of termination pursuant to this Article XII, the Service Provider shall promptly terminate its services hereunder, after taking reasonable commercial steps to minimize any interruption to the business of the Party Subsidiaries.
 
SECTION 12.6.  Upon termination, the Service Provider shall, as promptly as possible, submit a final accounting of funds received and disbursed under this Agreement and of any remaining Service Fee and/or any other funds due from any Party Subsidiary, calculated pro rata to the date of termination, and any non-disbursed funds of any Party Subsidiary in the Service Provider’s possession or control will be paid by the Service Provider as directed by such Party Subsidiary promptly upon the Service Provider’s receipt of all sums then due to it under this Agreement, if any.
 
SECTION 12.7.  Upon termination of this Agreement, the Service Provider shall release to the Party Subsidiaries the originals where possible, or otherwise certified copies, of all such accounts and all documents specifically relating to a Party Subsidiary or its Vessel or the provision of the Services.
 
SECTION 12.8.  Upon termination of this Agreement either by the Service Provider for any reason (other than pursuant to Section 12.4(c)) or by the Party Subsidiaries pursuant to Section 12.1, the Party Subsidiaries shall be liable to pay to the Service Provider as liquidated damages an amount in U.S. Dollars equal to the lesser of (a) ten times and (b) the number of full years remaining prior to the date falling twenty years after the last day of the Initial Term times, in each case, the aggregate fees due and payable to the Service Provider under the terms of this Agreement during the 12-month period ending on the date of termination of this Agreement, PROVIDED ALWAYS, that the amount of liquidated damages payable thereunder shall never be less than two times the aggregate fees due and payable to the Service Provider under the terms of this Agreement during the 12-month period ending on the date of termination of this Agreement.
 
SECTION 12.9.  The provisions of this Article XII shall survive any termination of this Agreement.
 
ARTICLE XIII
 
ADDITION AND RESIGNATION OF SUBSIDIARIES
 
SECTION 13.1.  Any Subsidiary of the Parent owning and operating a Ship or having contracted with a view to operating a Newbuild and not already a Party Subsidiary, shall request it becomes a party to this Agreement (the “Additional Party Subsidiary”) as soon as possible after becoming the owner and operator of such Vessel or, as the case may be, contracting with a view to operating such Newbuild. The Additional Party Subsidiary shall become a party to this Agreement upon it and the Service Provider both executing a duly completed Accession Letter.
 
21
SECTION 13.2.  Any Party Subsidiary may request that it ceases to be a party to this Agreement (the “Resigning Party Subsidiary”) by delivering to the Service Provider a duly completed and executed Resignation Letter.  The Resigning Party Subsidiary shall cease to be a Party Subsidiary and shall have no further rights or obligations under this Agreement upon the Service Provider accepting such Resignation Letter by counter-signing the same.
 
SECTION 13.3.  Unless the parties hereto agree otherwise, any Party Subsidiary which is sold or otherwise transferred or distributed or finally dissolved or whose Vessel (including any Newbuild) is sold or becomes a total loss or of whose newbuilding contract is terminated or cancelled (the “Automatic Resigning Party Subsidiary”), shall be deemed to have resigned from this Agreement as of the date of such sale, loss, termination or cancellation without the need for any Resignation Letter to be delivered in accordance with Section 13.2, upon which the Automatic Resigning Party Subsidiary shall cease to be a Party Subsidiary and shall have no further rights or obligations under this Agreement (unless the parties hereto have agreed otherwise in writing).
 
ARTICLE XIV
 
NOTICES
 
SECTION 14.1.  All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent either by prepaid registered mail or telefax, and will be validly given if delivered on a Business Day:
 
(a) in relation to a Party Subsidiary, at:
 
c/o Costamare Inc.
Guildo Pastor Center,
7 rue du Gabian
98000 Monaco

Email: info@costamare.mc
Attention: Gerant
 
(b) in relation to the Service Provider at:
 
Costamare Shipping Services Ltd.
60 Zephyrou Street & Syngrou Avenue, SECTION 15.2.
Palaio Faliro, Athens, Greece
 
Email: info@costamare.com
Attention: General Manager
 
22
ARTICLE XV
 
APPLICABLE LAW
 
SECTION 15.1.  This Agreement and any non-contractual obligations connected with it shall be governed by, and construed in accordance with, the laws of England.
 
Except for Sections 2.2, 8.6 and 8.7 and Articles X and XI which can be relied on by a Sub-Provider and Sections 2.2, 8.6, 8.7 and 9.4 and Articles X and XI which can be relied on by a Related Service Provider, no other term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
 
ARTICLE XVI
 
ARBITRATION
 
SECTION 16.1.  All disputes arising out of this Agreement and/or any non-contractual obligations connected with it shall be arbitrated in London in the following manner.  One arbitrator is to be appointed by each of the Service Provider and the Party Subsidiaries (acting as one) and a third by the two so chosen.  Their decision or that of any two of them shall be final.  The arbitrators shall be commercial persons, conversant with shipping matters.  Such arbitration is to be conducted in accordance with the London Maritime Arbitration Association (LMAA) Terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.
 
SECTION 16.2.  In the event that a party hereto shall state a dispute and designate an arbitrator in writing, the other party shall have 10 Business Days to designate its own arbitrator.  If such other party fails to designate its own arbitrator within such period, the arbitrator appointed by the first party can render an award hereunder.
 
SECTION 16.3.  Until such time as the arbitrators finally close the hearings, either party shall have the right by written notice served on the arbitrators and on the other party to specify further disputes or differences under this Agreement for hearing and determination.
 
SECTION 16.4.  The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of this Agreement, including but not limited to the posting of security.  Awards pursuant to this Article XVI may include costs and judgments may be entered upon any award made herein in any court having jurisdiction.
 
23
ARTICLE XVII
 
MISCELLANEOUS
 
SECTION 17.1.  This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto.  This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought.
 
SECTION 17.2.  During the term hereof, the Service Provider will not provide services hereunder through, or otherwise cause any Party Subsidiary to have, an office or fixed place of business in the United States.
 
SECTION 17.3.  This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
 
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date first above written.
 
24
 
EACH OF THE SUBSIDIARIES SET OUT IN SCHEDULE A
   
 
by:
    /s/ Konstantinos Konstantakopoulos
    Name: Konstantinos Konstantakopoulos
 
Title: President and Sole Director
   
 
COSTAMARE SHIPPING SERVICES LTD.
   
 
by:
    /s/ Athanasios Beis
 
Name: Athanasios Beis
 
Title: President and Director

25
SCHEDULE A
 
SUBSIDIARIES
 
1
    
ACHILLEAS MARITIME CORPORATION
35
  
LONGLEY SHIPPING CO.
2
    
ADELE SHIPPING CO.
36
  
MADELIA SHIPPING CO.
3
    
AINSLEY MARITIME CO.
37
  
MARINA MARITIME CORPORATION
4
    
ALFORD SHIPPING CO.
38
  
NAVARINO MARITIME CORPORATION
5
    
AMBROSE MARITIME CO.
39
  
NERIDA SHIPPING CO.
6
    
BAILS SHIPPING CO.
40
  
NISBET SHIPPING CO.
7
    
BARKLEY SHIPPING CO.
41
  
NOVARA SHIPPING CO.
8
    
BASTIAN SHIPPING CO.
42
  
PEDDAR SHIPPING CO.
9
    
BEARDMORE MARITIME CO.
43
  
PERCY SHIPPING CO.
10
    
BENEDICT MARITIME CO.
44
  
PLANGE SHIPPING CO.
11
    
BERG SHIPPING CO.
45
  
QUENTIN SHIPPING CO.
12
    
BERTRAND MARITIME CO.
46
  
RADER SHIPPING CO.
13
    
CADENCE SHIPPING CO.
47
  
RAYMOND SHIPPING CO.
14
    
CAPETANISSA MARITIME CORPORATION
48
  
REDDICK SHIPPING CO.
15
    
CARAVOKYRA MARITIME CORPORATION
49
  
RENA MARITIME CORPORATION
16
    
CARRAN SHIPPING CO.
50
  
ROCKWELL SHIPPING CO.
17
    
CONLEY SHIPPING CO.
51
  
SANDER SHIPPING CO.
18
    
COSTACHILLE MARITIME CORPORATION
52
  
SAVAL SHIPPING CO.
19
    
DUVAL SHIPPING CO.
53
  
SCHOFIELD MARITIME CO.
20
    
EVANTONE SHIPPING CO.
54
  
SIMONE SHIPPING CO.
21
    
FAIRBANK MARITIME CO.
55
  
SINGLETON SHIPPING CO.
22
    
FINNEY SHIPPING CO.
56
  
SKERRETT MARITIME CO.
23
    
FIRMINO SHIPPING CO.
57
  
SPEDDING SHIPPING CO.
24
    
FORTROSE SHIPPING CO.
58
  
SYKES MARITIME CO
25
    
GEYER MARITIME CO.
59
  
TANERA SHIPPING CO.
26
    
HARDEN SHIPPING CO.
60
  
TATUM SHIPPING CO.
27
    
HARDISTY SHIPPING CO.
61
  
TERANCE SHIPPING CO.
28
    
HOLLER SHIPPING CO.
62
  
TIMPSON SHIPPING CO.
29
    
HYDE MARITIME CO.
63
  
UNDINE SHIPPING CO.
30
    
JODIE SHIPPING CO.
64
  
URIZA SHIPPING S.A.
31
    
KALAMATA SHIPPING CORPORATION
65
  
VERANDI SHIPPING CO.
32
    
KAYLEY SHIPPING CO.
66
  
VERNES SHIPPING CO.
33
    
KELSEN SHIPPING CO.
67
  
VIRNA  SHIPPING CO.
34
    
KEMP MARITIME CO.
68
  
WESTER SHIPPING CO.

26
SCHEDULE B
 
FORM OF ACCESSION LETTER
 
To:         COSTAMARE SHIPPING SERVICES LTD.
 
From:    [additional Party Subsidiary]
 
Dated:
 
Dear Sirs,
 
Services Agreement dated [        ] (the “Agreement”)
 
1
We refer to the Agreement.  This is an Accession Letter.  Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.
 
2
[Subsidiary] agrees to become an Additional Party Subsidiary and to be bound by the terms of the Agreement as an Additional Party Subsidiary pursuant to Section 13.1 of the Agreement.  [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].
 
3
This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.
 
4
This Accession Letter is entered into by deed.
 
COSTAMARE SHIPPING SERVICES LTD.
[Subsidiary]

27
SCHEDULE C
 
FORM OF RESIGNATION LETTER
 
To:
COSTAMARE SHIPPING SERVICES LTD.
 
From:
[resigning Party Subsidiary]
 
Dated:
 
Dear Sirs,
 
Services Agreement dated [        ] (the “Agreement”)
 
1
We refer to the Agreement.  This is a Resignation Letter.  Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
 
2
Pursuant to Section 13.2 of the Agreement, we request that [resigning Party Subsidiary] be released from its obligations as a Party Subsidiary under the Agreement.
 
3
This Resignation Letter and any non-contractual obligations arising out of or in connection with are governed by and shall be construed in accordance with English law.
 
[Subsidiary]
  

 
     
By:
  

I hereby acknowledge receipt of this Resignation Letter and accept the request set out in clause 2 hereof.

COSTAMARE SHIPPING SERVICES LTD.
  

 
     
By:
  


28
EX-4.9 7 ef20064083_ex4-9.htm EXHIBIT 4.9
Exhibit 4.9
 
COSTAMARE INC.
 
- and –
 
COSTAMARE SHIPPING COMPANY S.A.
 
FRAMEWORK AGREEMENT
 

TABLE OF CONTENTS
 

   Page
     
ARTICLE I
INTERPRETATION
1
     
ARTICLE II
APPOINTMENT
6
     
ARTICLE III
THE PARENT’S GENERAL OBLIGATIONS
7
     
ARTICLE IV
THE MANAGER’S GENERAL OBLIGATIONS
8
     
ARTICLE V
ADMINISTRATIVE SERVICES
10
     
ARTICLE VI
COMMERCIAL SERVICES
11
     
ARTICLE VII
INTENTIONALLY OMITTED
12
     
ARTICLE VIII
INTENTIONALLY OMITTED
12
     
ARTICLE IX
MANAGEMENT FEES AND EXPENSES
12
     
ARTICLE X
BUDGETS, CORPORATE PLANNING AND EXPENSES
15
     
ARTICLE XI
LIABILITY AND INDEMNITY
18
     
ARTICLE XII
RIGHTS OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY
19
     
ARTICLE XIII
TERMINATION OF THIS AGREEMENT
20
     
ARICLE XIV
NOTICES
23
     
ARTICLE XV
APPLICABLE LAW
23
     
ARTICLE XVI
ARBITRATION
24
     
ARTICLE XVII
MISCELLANEOUS
24
     
APPENDIX I
FORM OF SHIPMANAGEMENT AGREEMENT
  
     
APPENDIX II
FORM OF SUPERVISION AGREEMENT
  


THIS FRAMEWORK AGREEMENT made on November 2, 2015 as amended and restated on January 17, 2020 and as further amended and restated on June 28, 2021, is hereby further amended and restated on this 6th day of May, 2025 (together, this “Agreement”), BY AND BETWEEN:
 
(1)          COSTAMARE INC., a Marshall Islands corporation (the “Parent”); and
 
(2)          COSTAMARE SHIPPING COMPANY S.A., a company organized and existing under the laws of the Republic of Panama (the “Manager”).
 
WHEREAS:
 
(A)         The Parent wholly owns (directly or indirectly) certain entities (the “Subsidiaries”), each of which owns and operates or has agreed to purchase in order to operate a Ship (as defined below) (together the “Vessels” and each a “Vessel”).
 
(B)         The Manager has the benefit of experience in the technical and commercial management of Ships and representation of shipowning companies generally.

(C)         The Parent and the Manager desire to adopt this Agreement, pursuant to which the Manager shall, either directly and/or through a Submanager (as defined below), provide certain ship management services to the Subsidiaries as specified herein.
 
 
NOW, THEREFORE, THE PARTIES HEREBY AGREE:
 
ARTICLE I
 
INTERPRETATION
 
SECTION 1.1.  In this Agreement, unless the context otherwise requires:
 
“Affiliates” means, with respect to any person as to any particular date, any other persons that directly or indirectly, through one or more intermediaries, are Controlled by, Control or are under common Control with the person in question, and Affiliates means any of them.
 
“Agreement” shall have the meaning set forth in the preamble.
 
“Annual Period” shall have the meaning set forth in Section 9.2.
 
“Approved Budget” shall have the meaning set forth in Section 10.3.
 
“Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act.  For purposes of this definition, such person or group shall be deemed to Beneficially Own any outstanding voting securities of a company held by any other company that is Controlled by such person or group.  The term “Beneficially Own” and similar capitalized terms shall have analogous meanings.
 
1
“Blue Net Entity” means each of:
 

 a)
Blue Net Chartering GmbH & Co. KG of Elbchaussee 277, 22605 Hamburg, Germany; and
 

 b)
Blue Net Chartering Asia Pte. Ltd of 3 Pickering Street, #02-17ll8 Nankin Row, Singapore 048660.
 
“Board of Directors” means the board of directors of the Parent as the same may be constituted from time to time.
 
“Business Days” means a day (excluding Saturdays and Sundays) on which banks are open for business in Monaco; Athens, Greece; and New York, New York, USA.
 
“Change in Control of the Manager” means (a) a sale of all or substantially all of the assets or property of the Manager necessary for the performance of the Services, (b) a sale of the Manager’s shares that would result in Konstantinos Konstantakopoulos Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the Manager or (c) a merger, consolidation or similar transaction, that would result in Konstantinos Konstantakopoulos Beneficially Owning, directly or indirectly, less than 50.1% of the total voting power of the outstanding voting securities of the resulting entity following such transaction.
 
“Change in Control of the Parent” means the occurrence of any of the following events: (a) if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including a group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(10) under the Exchange Act (other than one or more Konstantakopoulos Entities) (collectively, an “Acquiring Person”) becomes the Beneficial Owner, directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the Parent, which voting power represents a higher percentage than that of the Konstantakopoulos Entities, collectively; or (b) the approval by the shareholders of the Parent of a proposed merger, consolidation or similar transaction, as a result of which any Acquiring Person becomes the Beneficial Owner, directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the resulting entity following such transaction, which voting power represents a higher percentage than that of the Konstantakopoulos Entities, collectively; or (c) a change in directors after which majority of the members of the Board of Directors are not Continuing Directors.
 
“Consent of the Parent” means the prior written consent of the majority of the Independent Directors of the Parent.
 
2
“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors immediately after the date of this Agreement, or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the board of directors then still in office or who were either directors immediately after the date of this Agreement or whose nomination or election was previously so approved.
 
“Control” or “Controlled” means, with respect to any person, the right to elect or appoint, directly or indirectly, a majority of the directors of such person or a majority of the persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such person or the possession of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.
 
“Costamare Bulkers Holdings” means Costamare Bulkers Holdings Limited, a Marshall Islands corporation which includes its successors in title and permitted assignees.
 
 “Crew” shall have the meaning set forth in clause 1 of each Shipmanagement Agreement.
 
“Draft Budget” shall have the meaning set forth in Section 10.1.
 
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
 
“Executive Officers” means the Chief Executive Officer, the Chief Operating Officer (if any) and the Chief Financial Officer of the Parent.
 
“Force Majeure” shall have the meaning set forth in Section 11.1.
 
 “Independent Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of Rule 10A-3 promulgated under the Exchange Act and the listing criteria of the New York Stock Exchange.
 
“Initial Term” means the period from November 2, 2015 to December 31, 2015.
 
“Insurance Broker” means each insurance or re-insurance broker, sub-broker or agent thereof providing marine insurance or re-insurance broking and/or advisory services to the Parent and/or any Subsidiary and/or a Vessel and “Insurance Brokers” means, together, all or any of them.
 
“Insurances” means  in relation to a Vessel or the Parent or a Subsidiary:
 
(a)          all policies and contracts of insurance or re-insurance; and
 
3
(b)          all entries in a protection and indemnity or war risks or other mutual insurance association,
 
in the name of such person or persons in respect of or in connection with such Vessel or its owner and includes all benefits thereof (including the right to receive claims and to return of premiums).
 
“Insurer” means, in relation to the Parent and/or any Subsidiary and/or a Vessel, each insurance company, reinsurance company, protection and indemnity association and/or mutual association or other person offering any kind of Insurance to the Parent and/or such Subsidiary and/or such Vessel or in which the Parent and/or such Subsidiary is a member, partner or shareholder of and “Insurers” means, together, all or any of them.
 
“Konstantakopoulos Entities” means:
 

 (a)
Konstantinos Konstantakopoulos, Christos Konstantakopoulos, Achillefs Konstantakopoulos or Vassileios Konstantakopoulos;
 

 (b)
any spouse or lineal descendant of any of the individuals set out in paragraph (a) above;
 

 (c)
any person Controlled by, or under common Control with, any such individual or combination of such individuals as set out in paragraphs (a) and (b) above; and
 

 (d)
any trust or foundation where any of the individuals as set out in paragraphs (a) and (b) above or any person as set out in paragraph (c) is, in each case, a beneficiary.
 
“Management Fee” shall have the meaning set forth in Section 9.1.
 
“Management Services” shall have, in relation to a Vessel, the meaning set forth in clause 1 of the Shipmanagement Agreement applicable to such Vessel.
 
“Manager” shall have the meaning set forth in the preamble.
 
“Manager Related Parties” shall have the meaning set forth in Section 11.2.
 
“Newbuild” means a new vessel to be or which has just been constructed, or is under construction, pursuant to a shipbuilding contract or other related agreement entered into by the relevant Subsidiary.
 
“Parent” shall have the meaning set forth in the preamble.
 
“Questioned Items” shall have the meaning set forth in Section 10.2.
 
4
“Related Manager” means any Konstantakopoulos Entity or any Affiliate thereof, in each case, appointed as Submanager in accordance with the terms of this Agreement.
 
“Services” shall have the meaning set forth in Section 2.2.
 
“Ship” means any ocean-going vessel (whether in its construction phase or operational) that is intended to be used primarily to transport cargoes or goods (in dry, liquid, gas or in bulk or containerized on in any other form whatsoever).
 
“Shipmanagement Agreement” shall have the meaning set forth in Section 3.2.
 
 “STCW 95” means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto.
 
“Submanager” shall have the meaning set forth in Section 2.3.
 
“Subsequent Term” shall have the meaning set forth in Section 13.1.
 
“Subsidiaries” shall have the meaning set forth in the recitals.
 
“Supervision Agreement” shall have the meaning set forth in Section 3.3.
 
“Term” shall have the meaning set forth in Section 13.1.
 
“Vessels” shall have the meaning set forth in the recitals.
 
SECTION 1.2.  The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.
 
SECTION 1.3. All the terms of this Agreement, whether so expressed or not, shall be binding upon the parties hereto and their respective successors and assigns.
 
SECTION 1.4.  In the event of any conflict between this Agreement, any Shipmanagement Agreement or any Supervision Agreement, the provisions of this Agreement shall prevail.
 
SECTION 1.5.  Unless otherwise specified, all references to money refer to the legal currency of the United States of America.
 
SECTION 1.6.  Unless the context otherwise requires, words in the singular include the plural and vice versa.
 
SECTION 1.7.  The words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation” and shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it.
 
5
SECTION 1.8.  Any reference to “person” includes an individual, body corporate, limited liability company, partnership, joint venture, cooperative, trust or unincorporated organization, association, trustee, domestic or foreign government or any agency or instrumentality thereof, or any other entity recognized by law.
 
SECTION 1.9. Any reference to an enactment shall be deemed to include reference to such enactment as re-enacted, amended or extended.
 
SECTION 1.10.Any reference to (or to any specified provision of) this Agreement or any other document shall be construed as reference to this Agreement, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties.
 
SECTION 1.11. Any reference to clauses, appendices and schedules shall be construed as reference to clauses of, appendices to and schedules to this Agreement and references to this Agreement includes its appendices and schedules.
 
ARTICLE II
 
APPOINTMENT
 
SECTION 2.1.  The Parent shall procure that the Manager shall be appointed by (a) each Subsidiary pursuant to the provisions of Section 3.3 as the technical and/or commercial manager of each such Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement Agreement and (b) each Subsidiary to be acquiring a Newbuild, pursuant to the provisions of Section 3.4 as the supervisor of the construction thereof on the terms and conditions of the relevant Supervision Agreement.
 
SECTION 2.2.  The Manager agrees to provide:
 
(a)  the services specified in Articles V and VI of this Agreement;
 
(b)  the services specified in each Supervision Agreement; and
 
(c)  the Management Services in respect of each Vessel specified
 
in each Shipmanagement Agreement (the services to be provided under Sections 2.2(a), 2.2(b) and 2.2(c) collectively the “Services”).
 
The Parent and the Manager each hereby agree that in the performance of this Agreement, any Supervision Agreement or any Shipmanagement Agreement, the Manager or, as the case may be, any Submanager, is acting solely on behalf of, as agent of and for the account of, the relevant Subsidiary.  The Manager or, as the case may be, the relevant Submanager may advise persons with whom it deals on behalf of the relevant Subsidiary that it is conducting such business for and on behalf of such Subsidiary.
 
6
SECTION 2.3.  The Manager may upon notice to the Parent appoint any person (a “Submanager”) at any time throughout the duration of this Agreement to discharge any of the Manager’s duties under this Agreement or a Shipmanagement Agreement or a Supervision Agreement, provided that if such person is not a Related Manager, the Manager shall obtain the written Consent of the Parent prior to such appointment (such Consent of the Parent shall not be unreasonably withheld or delayed). For the avoidance of doubt, once granted in respect of a Subsidiary, the prior Consent of the Parent shall not be required for the subsequent appointment of a Submanager in respect of another Subsidiary. The Manager shall appoint a Submanager either by entering into a management agreement or supervision agreement (such management agreement or supervision agreement to be on terms to be agreed between the parties thereto and only in respect of the services that the Manager wishes such Submanager to discharge) directly with such Submanager (for the avoidance of doubt, unless otherwise agreed in writing, no Subsidiary shall have any responsibility for any fees or costs incurred under any such management agreement or supervision agreement) or by directing such Submanager to enter into a management agreement or supervision agreement directly with the relevant Subsidiary (such management agreement or supervision agreement to be on terms to be agreed between the parties thereto and only in respect of the services that the Manager wishes such Submanager to discharge).  The Parent shall procure that each Subsidiary shall provide, upon request, written confirmation to the Manager or, as the case may be, a Submanager, that such Subsidiary’s Vessel is commercially and/or technically managed by the Manager or, as the case may be, the relevant Submanager.
 
SECTION 2.4.  The Manager’s power to delegate performance of any provision of this Agreement, including delegation by directing a Submanager to enter into a management agreement or supervision agreement directly with a Subsidiary in accordance with Section 2.3, shall not limit the Manager’s liability to perform this Agreement with the intention that the Manager shall remain responsible for the due and timely performance of all duties and responsibilities of the Manager hereunder, PROVIDED HOWEVER, that to the extent that any Submanager has performed any such duty, the Manager shall not be under any obligation to perform again the same duty.
 
ARTICLE III
 
THE PARENT’S GENERAL OBLIGATIONS
 
SECTION 3.1. The Parent shall notify the Manager as soon as possible of the purchase of any Vessel by a Subsidiary (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant Subsidiary to take ownership of such Newbuild, the sale of any Vessel, the purchase or creation of any direct or indirect Subsidiary of the Parent or the sale or divestiture of any Subsidiary SECTION 3.2.
 
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For each Vessel the Parent shall cause the relevant Subsidiary to enter into with the Manager, and the Manager shall enter into with such Subsidiary, a contract substantially in the form attached as Appendix I (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are appropriate.
 
SECTION 3.3.  For each Newbuild the Parent shall cause the relevant Subsidiary to enter into with the Manager, and the Manager shall enter into with such Subsidiary, a contract substantially in the form attached as Appendix II (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”) with such alterations and additions as are appropriate.
 
SECTION 3.4. The Parent shall procure that each relevant Subsidiary (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omit to take any action the effect of which is to cause the Subsidiaries or the Manager or a Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
 
SECTION 3.5. The Parent agrees that, save for any Konstantakopoulos Entity, any Affiliate thereof, either Blue Net Entity or a Submanager appointed in accordance with Section 2.3, the Manager has been engaged to provide the Services on an exclusive basis and, without receiving the prior written approval of the Manager or before it has lawfully terminated this Agreement in accordance with its terms, it will procure that no Subsidiary shall engage any other entity to provide any of the Services (unless such engagement only becomes effective after the termination of this Agreement).
 
ARTICLE IV
 
THE MANAGER’S GENERAL OBLIGATIONS
 
SECTION 4.1.  In the exercise of its duties hereunder, the Manager shall act in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any Subsidiary.
 
SECTION 4.2. For each Vessel or, as the case may be, Newbuild the Manager shall act and do all and/or any of the acts or things described in this Agreement and the relevant Shipmanagement Agreement or Supervision Agreement applicable to each such Vessel or Newbuild in the name and/or on behalf of the relevant Subsidiary or Subsidiaries.
 
SECTION 4.3. The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements or the Supervision Agreements are not limited to the services described in such agreements and include those set forth in this Agreement.
 
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SECTION 4.4.  The Manager shall exercise commercially reasonable care to cause all material property of any Subsidiary to be clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody.
 
SECTION 4.5.  The Manager shall exercise commercially reasonable care to cause adequate manpower to be employed by it to perform its obligations under this Agreement, PROVIDED HOWEVER, that the Manager, in the performance of its responsibilities under this Agreement, shall be entitled to have regard to its overall responsibilities in relation to the servicing of its clients and in particular, without prejudice to the generality of the foregoing, the Manager shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Manager considers to be fair and reasonable.
 
SECTION 4.6. The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall exercise commercially reasonable care to cause any purchases of products or services from any of its Affiliates to be on terms no less favorable to the Manager than the market prices for products or services that the Manager could obtain on an arm’s length basis from unrelated parties.
 
SECTION 4.7.  During the term hereof, the Manager agrees that it will provide the Services to the Subsidiaries on an exclusive basis and, without receiving the prior Consent of the Parent, it will not provide any Services or other services contemplated herein to any entity other than the Subsidiaries, Costamare Bulkers Holdings or any Affiliate thereof, any Konstantakopoulos Entity or any Affiliate thereof, or entities formed pursuant to a joint venture between the Parent, Costamare Bulkers Holdings, any Konstantakopoulos Entity or, in each case, any Affiliate thereof and any third parties.
 
SECTION 4.8. If a Vessel (which expression for the purposes of this Section shall include any Newbuild to be acquired by a Subsidiary) and a Ship directly or indirectly owned or operated by a third party are both available and meet the criteria for a charter being fixed by the Manager, the Vessel shall be offered such charter first and the Parent shall have 48 hours from such offer being received to accept such offer, failing which such charter shall be then offered to the relevant third party.
 
SECTION 4.9. The Manager shall at all times maintain appropriate and necessary accounts and records as regards the Services and shall make the same available for inspection and auditing by the Parent at such times as may be mutually agreed by the Manager, on the one hand, and the Parent, on the other hand.
 
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ARTICLE V
 
ADMINISTRATIVE SERVICES
 
SECTION 5.1.  The Manager shall provide certain general administrative services to the Subsidiaries, including, but not limited to, the following (in the case of paragraphs (a) to (e) and paragraph (i) below, upon the request of the Parent):
 
(a)  keeping all books and records of things done and transactions performed on behalf of any Subsidiary and/or the Parent (as the case may be) as it may require from time to time, including, but not limited to, liaising with accountants, lawyers, IT consultants and other professional advisors and service providers and maintaining the necessary technical infrastructure such as computer network, PCs, cyber security etc.;
 
(b)  except as otherwise contemplated herein, representing any Subsidiary generally in its dealings and relations with third parties;
 
(c)  maintaining the general ledgers of the Subsidiaries and/or the Parent (as the case may be), preparation of periodic consolidated financial statements of the Parent and/or the Subsidiaries (as the case may be), including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging of the auditing and/or review of any such financial statements and the provision of related data processing services;
 
(d)  preparing and providing (or procuring, at the relevant Subsidiary’s cost, a third party service provider to prepare and provide) tax returns required by any law or regulatory authority;
 
(e)  arranging for the provision of advisory services (either directly or, at the relevant Subsidiary’s cost, through a third party service provider) to ensure such Subsidiary is in compliance with all applicable laws, including all relevant securities laws;
 
(f)  either directly or, at the relevant Subsidiary’s cost, through a third party service provider (such as by appointing lawyers), providing for the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition on behalf of such Subsidiary arising in connection with the business of such Subsidiary for an amount not exceeding US$1,000,000 or its equivalent, including the pursuit by such Subsidiary of any rights of indemnification or reimbursement;
 
(g) administering payroll services, benefits and director’s or consultant’s fees, as applicable, for any person providing services of an employee, officer, consultant or director of a Subsidiary; (h) handling general and administrative expenses of each Subsidiary;
 
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(i)  assisting each Subsidiary and/or the Parent (as the case may be) in establishing and maintaining a system of internal controls sufficient to satisfy any applicable law or regulatory requirements;
 
(j)  maintaining, at the relevant Subsidiary’s cost, such Subsidiary’s corporate existence, qualification and good standing in all necessary jurisdictions and assisting in all other corporate and regulatory compliance requirements; and
 
(k)  at the relevant Subsidiary’s request, providing environmental compliance services, including but not limited to, collecting, monitoring and reporting of emissions, greenhouse gas intensity and other data, acquiring, collecting, safekeeping and surrendering emission allowances, acting as the responsible entity vis a vis competent authorities or providing/arranging for the provision to the relevant Subsidiary of all relevant data and information allowing such Subsidiary to act as the responsible entity vis a vis competent authorities.
 
ARTICLE VI
 
COMMERCIAL SERVICES
 
SECTION 6.1.  In addition to any commercial services provided under clause 3.3 of each Shipmanagement Agreement, the Manager shall provide the following commercial services to the Subsidiaries:
 
(a)  performing class records review and physical inspections in respect of any vessel considered for purchase by a Subsidiary;
 
(b) at the request of the relevant Subsidiary, providing administrative services in connection with the purchase of a second-hand vessel or the acquisition and sale of a Newbuild, in either case by such Subsidiary;
 
(c)  managing relationships between the Subsidiaries and any existing or potential charterers, shipbuilders, insurers, lenders, shipmanagers and other shipping industry service providers/participants;
 
(d)  at the request of a Subsidiary, providing certain services in connection with such Subsidiary taking physical delivery of a vessel, registering a vessel under a ship register, tendering physical delivery of a Vessel or deleting a Vessel from the applicable port of registry, in each case on behalf of such Subsidiary.
 
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ARTICLE VII
 
INTENTIONALLY OMITTED
 
ARTICLE VIII
 
INTENTIONALLY OMITTED
 
ARTICLE IX
 
MANAGEMENT FEES AND EXPENSES
 
SECTION 9.1. In consideration of the Manager providing the Services to the Subsidiaries, the Parent shall pay the Manager the following fees (together, the “Management Fees” and, on a per Vessel basis, the “Management Fee”):
 
(a)  subject to Sections 9.2 and 9.3, a fee of US$1,020 per day per Vessel during the term of this Agreement payable monthly in arrears (pro rated to reflect the actual number of days that the relevant Subsidiary owns or charters-in each Vessel during the applicable month), unless a Vessel is chartered-out to a third party on a bareboat charter basis, in which case the fee payable to the Manager for such Vessel during the term of this Agreement shall be, subject to Sections 9.2 and 9.3, US$510 per day, PROVIDED HOWEVER, that when in respect of certain services to a Vessel the Manager appoints a Submanager in accordance with Section 2.3 and such Submanager enters into a management agreement directly with the relevant Subsidiary (the “direct agreement”), the fees payable by the Parent and/or such Subsidiary under this Agreement and/or any relevant Shipmanagement Agreement in respect of such Vessel pursuant to Section 9.1(a) shall be US$1,020 per day, or as the case may be, US$510 per day minus, in each case, the fees per day payable by such Subsidiary to such Submanager under the relevant direct agreement in respect of such Vessel;
 
(b)  a fee equal to 0.15% calculated on the aggregate of the gross freight, demurrage, charter hire, ballast bonus or other income obtained for the employment of each Vessel during the term of this Agreement, payable to the Manager monthly in arrears, only to the extent such freight, demurrage, charter hire, ballast bonus or other income, as the case may be, is received as revenue; and
 
(c)  subject to Sections 9.2 and 9.3, a fee of US$839,988 per Newbuild under construction for the services rendered by the Manager under the Supervision Agreement in respect of such Newbuild, payable in accordance with the terms of such Supervision Agreement.
 
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SECTION 9.2. The Management Fees will be fixed and shall not be subject to adjustment for Euro/U.S. Dollar exchange rate fluctuations or inflation for the term of this Agreement, save that for the 12-month period starting on January 1, 2016 and for each subsequent 12-month period falling thereafter (each such 12-month period referred to hereinafter as an “Annual Period”), the Management Fee for each Vessel payable pursuant to Section 9.1(a) or Section 9.1(c) will be adjusted pursuant to Section 9.3.
 
SECTION 9.3. The Management Fee for each Vessel payable pursuant to Section 9.1(a) or Section 9.1(c), for the Annual Period commencing on January 1, 2016 and each subsequent Annual Period thereafter, will, in each case, be adjusted upwards with effect from the beginning of such Annual Period if:
 
(a) the average of the Euro/U.S. Dollar exchange rates during the 12-month period ending on the last day of the month of September falling before the commencement date of such Annual Period (such average being the average over the applicable period, as calculated by the Manager from the Euro Foreign Exchange Reference Rate published daily at 15:00 CET by the European Central Bank on www.ecb.int) evidence that the Euro has strengthened against the U.S. Dollar by more than five per cent (5%) from:
 
(i)  in the case of the first Annual Period starting on January 1, 2016, the rate existing on the business day immediately prior to the date of this Agreement, and
 
(ii) in the case of each subsequent Annual Period, the previous Euro/U.S. Dollar average calculated for the purposes of this Section 9.3 in respect of the immediately previous Annual Period,
 
by the average percentage amount by which the Euro has in each such case so strengthened against the U.S. Dollar; and/or
 
(b) the Manager has incurred a material unforeseen increase in the cost of providing the Services, by an amount to be agreed between the Manager and the Parent, each acting in a commercially reasonable manner.
 
SECTION 9.4.  The Manager shall, subject to Section 9.5, pay for all usual office expenses incurred by it as the Manager.
 
SECTION 9.5.  The Parent hereby acknowledges that any capital expenditure, financial costs, operating expenses for each Vessel and any general and administrative expenses of the Subsidiaries whatsoever are not covered by the Management Fees and any such expenditure, costs and expenses shall be paid fully by the Parent or the applicable Subsidiary, whether directly to third parties (which for the avoidance of doubt shall include any Submanager) or by payment to such third parties through the Manager and, without prejudice to Section 10.8, to the extent incurred by the Manager, shall be reimbursed to it by the Parent and/or any Subsidiary the Manager seeks, in its discretion, reimbursement from.  The said capital expenditure, financial costs, operating expenses for each Vessel and general and administrative expenses of the Subsidiaries include, without limiting the generality of the foregoing, items such as:
 
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(a)   fees, interest, principal and any other costs due to the Subsidiaries’ financiers and their respective advisors;
 
(b)  all voyage expenses and vessel operating and maintenance expenses relating to the operation and management of the Vessels (including Crew costs, surveyor’s attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance and repair costs, vetting expenses, etc.);
 
(c)  any commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other third parties whatsoever appointed by the Manager whether in its name or on behalf and/or in the name of any Subsidiary;
 
(d)  any commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other third parties (other than, if applicable, a Related Manager) whatsoever sub-contracted to the Manager in the normal and reasonable course of meeting the Manager’s duties and obligations under this Agreement or any Shipmanagement Agreement or any Supervision Agreement including the duties provided in Articles V and VI of this Agreement;
 
(e)  applicable deductibles, insurance premiums and/or P&I calls;
 
(f)  postage, communication, traveling, lodging, victualling, overtime, out of office compensation and out of pocket expenses of the Manager and/or its personnel, incurred in pursuance of the Services; and
 
(g)  any other out of pocket expenses that are incurred by the Manager in the performance of the Services pursuant to this Agreement, any Supervision Agreement or any Shipmanagement Agreement.
 
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SECTION 9.6.  The Manager shall have the right to demand the Management Fee payable in relation to each Vessel from either the Parent or the Subsidiary owning such Vessel under the terms of the relevant Shipmanagement Agreement.  By written notice to the Parent, the Manager may direct the Parent to pay any amounts owing by the Manager to any Submanager pursuant to a subcontract of any provisions of this Agreement or any Shipmanagement Agreement or any Supervision Agreement, directly to the relevant Submanager. Notwithstanding anything to the contrary contained, provided or implied in this Agreement, any Supervision Agreement or any Shipmanagement Agreement, the Manager shall be entitled to receive and retain any address commission, other commission, credit (whether discretionary or not), continuity credit (whether annual, semi-annual or other), dividend, distribution, charge, fee (whether advisory or otherwise), interest, premium refund, return premium, allowance, discount, rebate or other similar amount payable to, declared (including by way of set-off, combination of accounts or otherwise) in favour of or allocated in favour of the Parent, any Subsidiary or any other assured, co-assured, joint assured or member by an Insurer in relation to or in connection with the relevant Insurances, unless the Manager expressly directs otherwise. In addition the Parent shall, and shall procure that each Subsidiary shall, instruct the relevant Insurers and Insurance Brokers to hold on behalf of and/or pass to the Manager any such commissions, credits, fees, allowances, discounts, rebates etc.
 
SECTION 9.7.  In the event that a Shipmanagement Agreement is terminated, other than by reason of default by the Managers, the Management Fee payable to the Manager under Section 9.1(a) for the Vessel subject to such Shipmanagement Agreement shall be payable in respect of such Vessel for a further period of three months from the termination date.  The fees payable for the said three months shall be paid in one lump sum in advance on the termination of the relevant Shipmanagement Agreement.  In addition the relevant Subsidiary shall pay any Severance Costs (as such term is defined in the relevant Shipmanagement Agreement) for the relevant Vessel which may materialize.
 
ARTICLE X
 
BUDGETS, CORPORATE PLANNING AND EXPENSES
 
SECTION 10.1.On or before October 1 of each calendar year, the Manager shall prepare and submit to the Executive Officers a detailed draft budget for the next calendar year in a format acceptable to the Executive Officers and the Board of Directors and generally used by the Manager which shall include a statement of estimated revenue and out-of-pocket expenses in providing the Services (the “Draft Budget”).
 
SECTION 10.2. For a period of 20 days after receipt of the Draft Budget, the Executive Officers, from time to time, may request further details and submit written comments on the Draft Budget.  If the Executive Officers do not agree with any item of the Draft Budget, they will, within the same 20-day period, give the Manager notice of any inquiries to the Draft Budget, which notice will include the list of items under consideration (the “Questioned Items”) and a proposal for the resolution of each such Questioned Item.  The Executive Officers and the Manager will endeavor to resolve any such differences between them with respect to the Questioned Items, failing which the relevant Questioned Items shall be left as presented by the Manager.  If the Executive Officers do not present any Questioned Items within such 20-day period, they will be deemed to have accepted the Draft Budget and such Draft Budget shall be deemed to be the Approved Budget (as defined in Section 10.3).
 
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SECTION 10.3. By November 15 of the relevant calendar year (or such later date as the Manager and the Board of Directors deem appropriate), and to the extent that changes are required to the Draft Budget pursuant to Section 10.2, the Manager will prepare and deliver to the Parent a revised budget that has been approved by the Executive Officers (the “Approved Budget”).  However, the Parent acknowledges that the Approved Budget is only an estimate of the performance of the Vessels and/or the Subsidiaries and the Manager makes no assurance, representation or warranty that the actual performance of the Vessels and/or the Subsidiaries in any relevant calendar year will correspond to the estimates contained in the Approved Budget for that calendar year.  .
 
SECTION 10.4. The Manager may, from time to time, in any calendar year propose amendments to the Approved Budget upon 15 days notice to the Parent, in which event the Executive Officers will have the right to approve the amendments in accordance with the process set out in Section 10.2 with the relevant time periods being amended accordingly.
 
SECTION 10.5. Once the Approved Budget has been delivered, the Manager shall prepare and present to the Parent its estimate of the working capital requirements of the Vessels and the Subsidiaries and the Manager shall each month update this estimate.  Based thereon, the Manager shall each month make a request to the Parent and/or, as the case may be, the relevant Subsidiaries, in writing for the funds required to provide the Services to the Subsidiaries and to operate each Vessel for the ensuing month, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. The Manager may also make a request in writing to the Parent and/or, as the case may be, the relevant Subsidiaries, at any time for funds required for the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions.  Such funds shall be received by the Manager within ten calendar days after the receipt by the Parent or, as the case may be, the relevant Subsidiary of the Manager’s written request and shall be held in a separate bank account in the name of the Manager or, if requested by the Manager, in the name of the Parent or of the relevant Subsidiary.
 
At the end of each quarter or, if the Manager from time to time so requires, month, the Manager shall preliminarily reconcile the amounts advanced to it by the Parent or, as the case may be, the relevant Subsidiary, with the amounts actually expended by it for the operation of each of the Vessels and/or the Subsidiaries, and (a) the Manager shall remit to the Parent, or credit to the Parent amounts to be advanced to it hereunder for future months, any unused portion of the amounts previously advanced by the Parent or, as the case may be, the relevant Subsidiary, or (b) the Parent shall pay to the Manager any amounts properly expended by the Manager in excess of the amounts previously advanced by the Parent or, as the case may be, the relevant Subsidiary.  The Parent and the Manager shall reconcile any amounts due to the Parent by the Manager or due to the Manager by the Parent for each fiscal year of the Parent as promptly as practicable following the close of each such fiscal year.  Without prejudice to Section 10.8, any expenses incurred by the Manager under the terms of this Agreement on behalf of any Subsidiary may be debited against the account of the respective Subsidiary, but shall in any event remain payable by the Parent and the relevant Subsidiary to the Manager on demand.
 
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SECTION 10.6. The Manager shall also maintain the records of all costs and expenses incurred, including any invoices, receipts and supplementary materials as are necessary or proper for the settlement of accounts.
 
SECTION 10.7. Insofar as any moneys are collected from third parties by the Manager under the terms of any Shipmanagement Agreement and/or any Supervision Agreement (other than moneys payable by a Subsidiary to the Manager), such moneys and any interest thereon shall be held to the credit of the relevant Subsidiary in a separate bank account in the name thereof.  Interest on any such bank account shall be for the benefit of the relevant Subsidiary.
 
SECTION 10.8. Notwithstanding anything contained herein to the contrary, the Manager shall in no circumstances be required to use or commit its own funds to finance the provision of the Services.
 
SECTION 10.9.  To the extent that a Related Manager has been appointed in accordance with the terms of Section 2.3, it is agreed by the Parent and the Manager for the benefit of such Related Manager that the provisions of Article X shall apply to such Related Manager as if such provisions were repeated herein, but with references to:
 
(a)  the “Manager” being deemed as references to the relevant Related Manager;
 
(b) the “Services” being deemed as references to the services to be performed by such Related Manager under the relevant management agreement;
 
(c)  the “Vessels” being deemed as references to the Vessels being managed by such Related Manager under a management agreement entered into directly with the relevant Subsidiaries;
 
(d)  the “Parent” being deemed as references to the relevant Subsidiaries; and
 
(e)  references to “this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement” being deemed as references to any management agreement signed by such Related Manager directly with the relevant Subsidiaries.
 
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ARTICLE XI
 
LIABILITY AND INDEMNITY
 
SECTION 11.1.  Save for the obligation of the Parent to pay any moneys due to the Manager hereunder, neither any Subsidiary nor the Manager shall be under any liability to the other for any failure to perform any of their obligations hereunder by reason of Force Majeure.  “Force Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable control of the relevant Subsidiary or the Manager, including, without limitation, acts of God, acts of civil or military authorities, acts of war or public enemy, acts of any court, regulatory agency or administrative body having jurisdiction, insurrections, riots, strikes or other labor disturbances, embargoes or other causes of a similar nature.
 
SECTION 11.2.  The Manager, including its officers, directors, employees, shareholders, agents, sub-contractors and any Submanager (the “Manager Related Parties”) shall be under no liability whatsoever to the Parent, any Subsidiary or to any third party (including the Crew) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel), and howsoever arising in the course of the performance of this Agreement, any Shipmanagement Agreement or any Supervision Agreement, unless and to the extent that the same is proved to have resulted solely from the gross negligence or willful misconduct of the Manager, its officers, employees, agents, sub-contractors or any Submanager.
 
SECTION 11.3.  Notwithstanding anything that may appear to the contrary in this Agreement or any Shipmanagement Agreement, the Manager shall not be liable for any of the actions of the Crew, even if such actions are negligent, grossly negligent or willful, except only to the extent that they are shown to have resulted from a failure by the Manager to discharge its obligations under clause 3.1 of each Shipmanagement Agreement, in which case the Manager’s liability shall be limited in accordance with the terms of this Article XI.
 
SECTION 11.4.  The Parent shall indemnify and hold harmless the Manager Related Parties against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, any Shipmanagement Agreement or any Supervision Agreement and against and in respect of any loss, damage, delay or expense of whatsoever nature (including legal costs and expenses on a full indemnity basis), whether direct or indirect, incurred or suffered by any Manager Related Party arising out of or in connection with the performance of this Agreement, any Shipmanagement Agreement and any Supervision Agreement, unless incurred or suffered due to the gross negligence or willful misconduct of any Manager Related Party.
 
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SECTION 11.5.  It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to time employed by the Manager) shall in any circumstances whatsoever be under any liability whatsoever to the Parent, any Subsidiary or any third party for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment or agency and, without prejudice to the generality of the foregoing provisions in this Article XI, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid, and for the purpose of all the foregoing provisions of this Article XI, the Manager is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be the Manager’s servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.  Nothing in this Section 11.5 shall be construed so as to further limit any liability the Manager may have to the Subsidiaries under Section 11.2.
 
SECTION 11.6.  The provisions of this Article XI shall survive any termination of this Agreement.
 
ARTICLE XII
 
RIGHTS OF THE MANAGER AND RESTRICTIONS ON THE MANAGER’S AUTHORITY
 
SECTION 12.1.  Except as may be provided in this Agreement or in any separate written agreement between the Parent or any Subsidiary and the Manager or a Submanager, the Manager and any Submanager shall be an independent contractor and not the agent of the Parent or any Subsidiary and shall have no right or authority to incur any obligation on behalf of the Parent or any Subsidiary or to bind the Parent and/or any Subsidiary in any way whatsoever.  Nothing in this Agreement shall be deemed to make the Manager or any Submanager or any of their subsidiaries or employees an employee, joint venturer or partner of the Parent or any Subsidiary.
 
SECTION 12.2.  The Parent acknowledges that the Manager or, as the case may be, any Submanager shall have no responsibility hereunder, direct or indirect, with regard to the formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise) of the Parent or any Subsidiary, which is solely the responsibility of the Parent and each respective Subsidiary.  The Parent and each Subsidiary shall set its corporate policies independently through its respective board of directors and executive officers and nothing contained herein shall be construed to relieve such directors or officers from the performance of their duties or to limit the exercise of their powers.
 
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SECTION 12.3.  Notwithstanding the other provisions of this Agreement:
 
(a)  the Manager or, as the case may be, any Submanager may act with respect to a Subsidiary upon any advice, resolutions, requests, instructions, recommendations, direction or information obtained from such Subsidiary or any banker, accountant, broker, lawyer or other person acting as agent of or adviser to such Subsidiary and the Manager or, as the case may be, the relevant Submanager shall incur no liability to such Subsidiary for anything done or omitted or suffered in good faith in reliance upon such advice, instruction, resolution, recommendation, direction or information made or given by such Subsidiary or its agents, in the absence of gross negligence or willful misconduct by the Manager or, as the case may be, the relevant Submanager or their respective servants, and shall not be responsible for any misconduct, mistake, oversight, error of judgment, neglect, default, omission, forgetfulness or want of prudence on the part of any such banker, accountant, broker, lawyer, agent or adviser or other person as aforesaid;
 
(b) the Manager or, as the case may be, a Submanager shall not be under any obligation to carry out any request, resolution, instruction, direction or recommendation of the Parent or any Subsidiary or their respective agents if the performance thereof is or would be illegal or unlawful; and
 
(c)  the Manager or, as the case may be, the relevant Submanager shall incur no liability to the Parent or any Subsidiary for doing or failing to do any act or thing which it shall be required to do or perform or forebear from doing or performing by reason of any provision of any law or any regulation or resolution made pursuant thereto or any decision, order or judgment of any court or any lawful request, announcement or similar action of any person or body exercising or purporting to exercise the legitimate authority of any government or of any central or local governmental institution in each case where the above entity has jurisdiction.
 
ARTICLE XIII
 
TERMINATION OF THIS AGREEMENT
 
SECTION 13.1.  This Agreement shall be effective as of the date hereof.  The term of this Agreement shall be extended after the end of the Initial Term on a year-to-year basis (each a “Subsequent Term”) unless the Parent, at least 12 months prior to the end of the then current term, gives written notice to the Manager that it wishes to terminate this Agreement at the end of the then current term.  In no event will the term of this Agreement (the “Term”) extend beyond the date falling twenty years after the last day of the Initial Term.
 
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SECTION 13.2.  The Parent shall be entitled to terminate this Agreement by notice in writing to the Manager if:
 
(a)  the Manager defaults in the performance of any material obligation under this Agreement, subject to a cure right of 20 Business Days following written notice by the Parent, PROVIDED ALWAYS, that any default of the Manager to perform any of its obligations under a particular Shipmanagement Agreement or any Supervision Agreement, shall not, in itself, entitle the Parent to terminate this Agreement pursuant to this Section 13.2(a) and shall only allow the relevant Subsidiary to terminate the relevant Shipmanagement Agreement or Supervision Agreement;
 
(b)  any moneys due and payable to the Parent or third parties by the Manager under this Agreement is not paid or accounted for within 10 Business Days following written notice by the Parent;
 
(c)  there is a Change in Control of the Manager; or
 
(d)  the Manager is convicted of, enters a plea of guilty or nolo contendere with respect to, or enters into a plea bargain or settlement admitting guilt for a crime (including, for the avoidance of doubt, fraud), which conviction, plea bargain or settlement is demonstrably and materially injurious to the Parent, PROVIDED ALWAYS, such crime is not a misdemeanor and PROVIDED ALWAYS further that such crime has been committed solely and directly by an officer or director of the Manager acting within the terms of his or her employment or office.
 
SECTION 13.3.  The Manager shall be entitled to terminate this Agreement by notice in writing to the Parent if:
 
(a)  any moneys payable by the Parent under this Agreement is not paid when due or if due on demand within 20 Business Days following demand by the Manager;
 
(b)  the Parent defaults in the performance of any other material obligations under this Agreement, subject to a cure right of 20 Business Days following written notice by the Manager; or
 
(c)  there is a Change in Control of the Parent;
 
SECTION 13.4.  Either party shall be entitled to terminate this Agreement by notice in writing to the other party if:
 
(a)  the other party ceases to conduct business, or all or substantially all of the equity-interests, properties or assets of such other party are sold, seized or appropriated which, in the case of seizure or appropriation, is not discharged within 20 Business Days;
 
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(b)  (i) the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 90 Business Days of its filing; (iii) the other party shall admit in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager, receiver or trustee of the other party of all or a substantial part of its assets; (v) if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or a substantial part of the other party’s undertaking, property or assets; or (vi) if an order is made or a resolution is passed for the other party’s winding up;
 
(c)  the other party is prevented from performing its obligations hereunder, in any material respect, by reasons of Force Majeure for a period of two or more consecutive months; or
 
(d)  all Supervision Agreements and all Shipmanagement Agreements are terminated in accordance with the respective terms thereof.
 
SECTION 13.5.  Upon the effective date of termination pursuant to this Article XIII, the Manager shall promptly terminate its services hereunder, after taking reasonable commercial steps to minimize any interruption to the business of the Subsidiaries.
 
SECTION 13.6. Upon termination, the Manager shall, as promptly as possible, submit a final accounting of funds received and disbursed under this Agreement, any Supervision Agreement and/or any Shipmanagement Agreement and of any remaining Management Fees and/or any other funds due from the Parent or any other Subsidiary, calculated pro rata to the date of termination, and any non-disbursed funds of any Subsidiary in the Manager’s possession or control will be paid by the Manager as directed by such Subsidiary promptly upon the Manager’s receipt of all sums then due to it under this Agreement, any Supervision Agreement and/or any Management Agreement, if any.
 
SECTION 13.7. Upon termination of this Agreement, the Manager shall release to the relevant Subsidiaries the originals where possible, or otherwise certified copies, of all such accounts and all documents specifically relating to each Vessel or the provision of the Services.
 
22
SECTION 13.8.  Upon termination of this Agreement either by the Manager for any reason (other than pursuant to Section 13.4(c)) or by the Parent pursuant to Section 13.1, the Parent shall be liable to pay to the Manager as liquidated damages an amount in U.S. Dollars equal to the lesser of (a) ten times and (b) the number of full years remaining prior to the date falling twenty years after the last day of the Initial Term times, in each case, the aggregate fees due and payable to the Manager under the terms of this Agreement during the 12-month period ending on the date of termination of this Agreement (without taking into account any reduction to the fees payable to the Manager under Section 9.1(a) in the event that a Submanager has been appointed as provided therein), PROVIDED ALWAYS, that the amount of liquidated damages payable hereunder shall never be less than two times the aggregate fees due and payable to the Manager under the terms of this Agreement during the 12-month period ending on the date of termination of this Agreement.
 
SECTION 13.9.  The provisions of this Article XIII shall survive any termination of this Agreement.
 
ARTICLE XIV
 
NOTICES
 
SECTION 14.1.  All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent either by prepaid registered mail or telefax, and will be validly given if delivered on a Business Day to an individual at the following address:
 
Costamare Inc.
Guildo Pastor Center
7 rue Gabian
98000 Monaco

Email:  info@costamare.mc
Attention: Gerant

Costamare Shipping Company S.A.
60 Zephyrou Street & Syngrou
Avenue, Palaio Faliro, Athens, Greece
 
Email: info@costamare.com
Attention: General Manager
 
ARTICLE XV
 
APPLICABLE LAW
 
SECTION 15.1. This Agreement and any non-contractual obligations connected with it shall be governed by, and construed in accordance with, the laws of England.
 
23
SECTION 15.2.  Except for Sections 2.3, 3.5, 9.5, 9.6 and 10.9 and Articles XI and XII which can be relied on by a Related Manager, no other term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
 
ARTICLE XVI
 
ARBITRATION
 
SECTION 16.1.  All disputes arising out of this Agreement and/or any non-contractual obligations connected with it shall be arbitrated in London in the following manner.  One arbitrator is to be appointed by each of the parties hereto and a third by the two so chosen.  Their decision or that of any two of them shall be final.  The arbitrators shall be commercial persons, conversant with shipping matters.  Such arbitration is to be conducted in accordance with the London Maritime Arbitration Association (LMAA) Terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.
 
SECTION 16.2.  In the event that a party hereto shall state a dispute and designate an arbitrator in writing, the other party shall have 10 Business Days to designate its own arbitrator.  If such other party fails to designate its own arbitrator within such period, the arbitrator appointed by the first party can render an award hereunder.
 
SECTION 16.3.  Until such time as the arbitrators finally close the hearings, either party shall have the right by written notice served on the arbitrators and on the other party to specify further disputes or differences under this Agreement for hearing and determination.
 
SECTION 16.4.  The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of this Agreement, including but not limited to the posting of security.  Awards pursuant to this Article XVI may include costs and judgments may be entered upon any award made herein in any court having jurisdiction.
 
ARTICLE XVII
 
MISCELLANEOUS
 
SECTION 17.1.  This Agreement constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto.  This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought.
 
24
SECTION 17.2.  During the term hereof, the Manager will not provide services hereunder through, or otherwise cause any Subsidiary to have, an office or fixed place of business in the United States.
 
SECTION 17.3.  This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
 
[Remainder of page intentionally left blank]
 
25
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date first above written.
COSTAMARE INC.




By:
 /s/ Konstantinos Konstantakopoulos


Name: Konstantinos Konstantakopoulos


Title: Director




COSTAMARE SHIPPING COMPANY S.A.




By:
 /s/ Ioannis Papaioannou


Name: Ioannis Papaioannou


Title: Director

26
APPENDIX I
 
FORM OF SHIP MANAGEMENT AGREEMENT
 

 		   1.
Date of Agreement
[to be dated the date of execution]
 
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
 
STANDARD SHIP MANAGEMENT AGREEMENT
 
CODE NAME: “SHIPMAN 98”
       
    Part I

2.
 Owners (name, place of registered office and law of registry) (Cl. 1)     3.
 Managers (name, place of registered office and law of registry) (Cl. 1)
   
     
   
Name
       Name
   
[name of relevant Subsidiary]
       Costamare Shipping Company S.A.
   
     
 
    Place of registered office      
Place of registered office
    [to be completed]
       Panama City, Republic of Panama
   
     
 
    Law of registry      
Law of registry
   
[to be completed]
      
Republic of Panama
    4.
Day and year of commencement of Agreement (Cl. 2)
[to be completed on execution]
        



  5.
Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)
YES
     6.
Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
YES
             
  7.
Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
YES
     8.
Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)
YES
             
  9.
Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)
YES
     10.
Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
YES
             
  11.
Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
YES
     12.
Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
YES
             
  13.
Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i))
36 months (including any optional extensions applicable)
     14.
Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
Clause 6.3(ii)
 
  15.
Management Fee (state amount) (Cl. 8.1)
See Clause 8.1
     16.
Severance Costs (state maximum amount) (Cl. 8.4(ii)
not applicable
             
  17.
Day and year of termination of Agreement (Cl. 17)
see Clause 17
 
     18.
Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of
arbitration must be stated) (Cl. 19)
see Clause 19.1
  19.
Notices (state postal address,and telefax number for serving notice and communication to the Owners) (Cl. 20)
c/o Costamare Inc.
Guildo Pastor Center
7 rue de Gabian
98000 Monaco
 
Email: legal@costamare.com
Attention:  Gerant
     20.
Notices (state postal address and telefax number for serving
notice and communication to the Managers) (Cl. 20)
60 Zephyrou Street & Syngrou Avenue
Athens, Greece
 
Email: info@costamare.com          
Attention:  General Manager

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annex “A” (Details of Vessel) “ attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annex “A” shall prevail over those of PART II to the extent of such conflict but no further.
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

A-I-1
 
Signature(s) (Owners)
[name of relevant Subsidiary]
  
Signature(s) (Managers)
COSTAMARE SHIPPING COMPANY S.A.
       

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

A-I-2
ANNEX “A” (DETAILS OF VESSEL OR VESSELS) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”


Date of Agreement:

Name of Vessel(s):

Particulars of Vessel(s):

A-I-3





 
 
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A-I-6
PART II
“SHIPMAN 98” Standard Ship Management Agreement
1.
Definitions
1
 
In this Agreement save where the context otherwise requires
2
 
the following words and expressions shall have the meanings
3
 
hereby assigned to them.
4
 
“Owners” means the party identified in Box 2.
5
 
“Managers” means the party identified in Box 3.
6
 
“Vessel” means the vessel or vessels details of which are set out
7
 
in Annex “A” attached hereto.
8
 
“Business Days” shall have the same meaning as ascribed thereto
  
 
in Section 1.1 of the Framework Agreement.
8
 
“Crew” means the Master, officers and ratings employed on the
9
 
Vessel from time to time 
  
 
.
10
 
11
 
12
 
13
 
14
 
15
 
16
 
17
 
18
 
“Related Manager” shall have the meaning as ascribed thereto
19
 
in Section 1.1 of the Framework Agreement.
  
 
“Severance Costs” means the costs which the employers are
  
 
legally obliged to pay to or in respect of the Crew as a result of
20
 
the early termination of any employment contract for service on
21
 
the Vessel.
22
 
“Crew Insurances” means insurances against crew risks which
23
 
shall include but not be limited to death, sickness, repatriation,
24
 
injury, shipwreck unemployment indemnity and loss of personal
25
 
effects.
26
 
“Framework Agreement” means the agreement dated
  
 
2 November 2015 made between the Parent and the Managers as amended and restated from time to time.
  
 
“Management Services” means the services specified in sub-
27
 
clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.
28
 
“ISM Code” means the International Management Code for the
29
 
Safe Operation of Ships and for Pollution Prevention as adopted
30
 
by the International Maritime Organization (IMO) by resolution
31
 
A.741(18) or any subsequent amendment thereto.
32
 
“ISPS Code” means the International Ship and Port Facility.
  
 
Security Code constituted pursuant to resolution A.924(22) of
  
 
the International Maritime Organisation now set out in Chapter
  
 
XI-2 of the International Convention for the Safety of Life at Sea
  
 
(SOLAS) 1974 (as amended) and the mandatory ISPS Code as
  
 
adopted by a Diplomatic Conference of the International
  
 
Maritime Organisation on Maritime Security in December 2002
  
 
and includes any amendments or extensions to it and any
  
 
regulation issued pursuant to it.
  
 
“Parent” means Costamare Inc. of Trust Company
  
 
Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the
  
 
Marshall Islands MH96960.
  
 
“STCW 95” means the International Convention on Standards
33
 
of Training, Certification and Watchkeeping for Seafarers, 1978,
34
 
as amended in 1995 or any subsequent amendment thereto.
35
     
2. 
Appointment of Managers
36
 
With effect from the day and year stated in Box 4 and continuing
37
 
unless and until terminated as provided herein, the Owners
38
 
hereby appoint the Managers as the technical and commercial
39
 
managers of the Vessel and the Managers hereby agree
  
 
to act as the technical and commercial Mmanagers of the Vessel.
40
     
3.
Basis of Agreement
  
 
Subject to the terms and conditions herein provided, during the
42
 
period of this Agreement, the Managers shall carry out
43
 
Management Services in respect of the Vessel as agents for
44
 
and on behalf of the Owners.
45
 
The Managers shall have authority
  
 
to take such actions as they may from time to time in their absolute
46
 
discretion consider to be necessary to enable them to perform
47
 
this Agreement in accordance with sound ship management
48
 
practice.
49
       
3.1 Crew Management
50
(only applicable if agreed according to Box 5)
51
The Managers shall provide suitably qualified Crew for the Vessel
52
as required by the Owners in accordance with the STCW 95
53
requirements, provision of which includes but is not limited to
54
the following functions:
55
  (i) 
selecting and engaging the Vessel’s Crew, including payroll
56
   
arrangements, pension administration, and insurances for
57
   
the Crew other than those mentioned in Clause 6;
58
  (ii)
ensuring that the applicable requirements of the law of the
58
 
flag of the Vessel are satisfied in respect of manning levels,
60
 
rank, qualification and certification of the Crew and
61
   
employment regulations including Crew’s tax, social
62
 
insurance, discipline and other requirements;
63
  (iii)
ensuring that all members of the Crew have passed a medical
64
 
examination with a qualified doctor certifying that they are fit
65
   
for the duties for which they are engaged and are in possession
66
   
of valid medical certificates issued in accordance with
67
   
appropriate flag State requirements. In the absence of
68
   
applicable flag State requirements the medical certificate shall
69
   
be dated not more than three months prior to the respective
70
   
Crew members leaving their country of domicile and
71
   
maintained for the duration of their service on board the Vessel;
72
  (iv)
ensuring that the Crew shall have a command of the English
73
 
language of a sufficient standard to enable them to perform
74
 
their duties safely;
75
  (v) 
arranging transportation of the Crew, including
76
   
repatriation, board and lodging as and when required at rates and
  
   
types of accommodations as customary in the industry;
  
  (vi)
training of the Crew and supervising their efficiency;
77
  (vii)
keeping and maintaining full and complete records of any
78
 
labor agreements which may be entered into with the Crew and,
  
 
if applicable, conducting union negotiations;
  
  (viii)
operating the Managers’ drug and alcohol policy unless
79
 
otherwise agreed in writing.
80

 
3.2 Technical Management
81
 
(only applicable if agreed according to Box 6)
82
 
The Managers shall provide technical management which
83
 
includes, but is not limited to, the following functions:
84
  (i)
provision of competent personnel to supervise the
85
   
maintenance and general efficiency of the Vessel;
86
  (ii)
arrangement and supervision of dry dockings, repairs,
87
   
alterations and the upkeep of the Vessel to the standards
88
   
required by the Owners provided that the Managers shall
89
   
be entitled to incur the necessary expenditure to ensure
90
   
that the Vessel will comply with the law of the flag of the
91
   
Vessel and of the places where she trades, and all
92
   
requirements and recommendations of the classification
93
   
society;
94
  (iii)
arrangement of the supply of necessary stores, spares and
95
   
lubricating oil;
96
  (iv)
appointment of surveyors and technical consultants as the
97
   
Managers may consider from time to time to be necessary;
98
  (v)
development, implementation and maintenance of a Safety
99
   
Management System (SMS) in accordance with the ISM
100
   
Code (see sub-clauses 4.2 and 5.3) and of a security system in
101
   
accordance with the ISPS Code;
  
  (vi)
handling any claims against the builder of the Vessel
  
   
arising out of the relevant shipbuilding contract,
  
 
if applicable; and
  
  (vii)
on request by the Owners, providing the Owners with a
  
 
copy of any inspection report, survey, valuation or any other
  
 
similar report prepared by any shipbrokers, surveyors, the
  
 
Class etc..
  
 
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.
A-I-7
PART II
“SHIPMAN 98” Standard Ship Management Agreement
 
3.3 Commercial Management
102
 
(only applicable if agreed according to Box 7)
103
 
The Managers shall provide the commercial operation of the
104
 
Vessel, as required by the Owners, which includes, but is not
105
 
limited to, the following functions:
106
  (i)
providing chartering services in accordance with the Owners’
107
   
instructions which include, but are not limited to, seeking
108
   
and negotiating employment for the Vessel and the conclusion
109
   
(including the execution thereof) of charter parties or other
110
   
contracts relating to the employment of the Vessel, whether on a
111
   
voyage, time, demise, contract of affreightment or other
  
   
basis. If such a
  
   
contract exceeds the period
112
   
stated in Box 13, consent thereto
  
   
in writing shall first be obtained from the Owners.
113
  (ii)
arranging of the proper payment to Owners or their nominees
114
   
of all hire and/or freight revenues or other moneys of
115
   
whatsoever nature to which Owners may be entitled arising
116
   
out of the employment of or otherwise in connection with the
117
   
Vessel;
118
  (iii)
providing voyage estimates and accounts and calculating of
119
   
hire, freights, demurrage and/or dispatch moneys due from
120
   
or due to the charterers of the Vessel;
121
  (iv)
issuing to the Crew appropriate voyage instructions and
122
   
monitoring voyage performance;
  
  (v)
appointing agents;
123
  (vi) 
appointing stevedores;
124
  (vii)
arranging surveys associated with the commercial operation
125
   
of the Vessel;
126
  (viii)
carrying out the necessary communications with the
  
   
shippers, charterers and others involved with the receiving
  
   
and handling of the Vessel at the relevant loading and
  
   
discharging ports, including sending any notices required
  
   
under the terms of the Vessel’s employment at the time;
  
  (ix)
invoicing on behalf of the Owners all freights, hires,
  
   
demurrages, outgoing claims, refund of taxes, balances of
  
   
 disbursements, statements of account and other sums due
  
   
 to the Owners and account receivables arising from the
  
   
operation of the Vessel and, upon the request of the Owners,
  
   
issuing releases on behalf of the Owners upon receipt of
  
   
payment or settlement of any such amounts;
  
  (x)
preparing off-hire statements and/or hire statements;
  
  (xi)
procuring and arranging for port entrance and clearance,
  
   
pilots, consular approvals and other services necessary for
  
   
the management and safe operation of the Vessel; and
  
  (xii)
reporting to the Owners of any major casualties,
  
   
damages received or caused by the Vessel or any major
  
   
release or discharge of oil or other hazardous material not in
  
   
compliance with any laws.
  
3.4 Insurance Arrangements’
127
(only applicable if agreed according to Box 8)
128
The Managers shall arrange insurances in accordance with
129
Clause 6, on such terms and conditions as the Owners shall
130
have instructed or agreed, in particular regarding underwriters
131
conditions,
  
insured values, deductibles and franchises.
132

 
3.5 Accounting Services
133
(only applicable if agreed according to Box 9)
134
Without prejudice to the relevant provisions of the
135
Framework Agreement and, in particular, but without
  
limitation, Section 4.9, Section 5.1 and Section 10.6 thereof,
  
the Managers shall:
  
(I)
establish an accounting system which meets the
136
 
requirements of the Owners and provide regular accounting
137
 
services, supply regular reports and records,
138
(ii) 
maintain the records of all costs and expenditure incurred
139
 
as well as data necessary or proper for the settlement of
140
 
accounts between the parties.
141

 
3.6 Sale or Purchase of the Vessel
142
(only applicable if agreed according to Box 10)
143
The Managers shall, in accordance with the Owners’ instructions,
144
supervise the sale or purchase of the Vessel, including the
145
performance of any sale or purchase agreement, but not
146
 
negotiation of the same. The Managers shall, on the request of
147
 
the Owners, either directly or by employing the services of a
  
 
broker, endeavor to procure a buyer for the Vessel at a price
  
 
and otherwise on terms acceptable to the Owners.
  
 
3.7 Provisions (only applicable if agreed according to Box 11)
148
 
The Managers shall arrange for the supply of provisions.
149

 
 
3.8 Bunkering (only applicable if agreed according to Box 12)
150
 
The Managers shall arrange for the provision of bunker fuel of the
151
 
quality specified by the Owners as required for the Vessel’s trade.
152
     
4. Managers’ Obligations 153
 
4.1 Without prejudice to the relevant provisions of the Framework
154
 
 Agreement and in particular, but without limitation
  
 
to the foregoing, the provisions of Section 2.3, Section 4.1 and
  
 
Section 4.5  thereof, the Managers undertake to
  
 
use their commercially reasonable efforts to
  
 
provide the agreed Management Services as agents for and on
155
 
behalf of the Owners in accordance with sound ship management
156
 
practice and to protect and promote the interests of the Owners in
157
 
all matters relating to the provision of services hereunder.
158
 
Provided, however, that the Managers in the performance of their
159
 
management responsibilities under this Agreement shall be entitled
160
 
to have regard to their overall responsibility in relation to all vessels
161
 
as may from time to time be entrusted to their management and
162
 
in particular, but without prejudice to the generality of the foregoing,
163
 
the Managers shall be entitled to allocate available supplies,
164
 
manpower and services in such manner as in the prevailing
165
 
circumstances the Managers in their absolute discretion consider
166
 
to be fair and reasonable.
167
 
4.2 Where the Managers are providing Technical Management
168
 
in accordance with sub-clause 3.2, they shall procure that the
169
 
requirements of the law of the flag of the Vessel are satisfied and
170
 
they shall in particular be deemed to be the “Company’ as defined
171
 
by the ISM Code, assuming the responsibility for the operation of
172
 
the Vessel and taking over the duties and responsibilities imposed
173
 
by the ISM Code and/or the ISPS Code when applicable.
174
     
     
     
5.
Owners’ Obligations
175
 
5.1 Without prejudice to the relevant provisions of the Framework
176
 
Agreement, the Owners shall pay all sums due to
  
 
the Managers punctually
  
 
in accordance with the terms of this Agreement.
177
 
5.2 Where the Managers are providing Technical Management
178
 
in accordance with sub-clause 3.2, the Owners shall:
179
 
(i)
 procure that all officers and ratings supplied by them or on
180
 
their behalf comply with the requirements of STCW 95;
181
 
(ii) 
 instruct such officers and ratings to obey all reasonable orders
182
 
of the Managers in connection with the operation of the
183
 
Managers’ safety management system.
184
 
5.3 Where the Managers are not providing Technical Management
185
 
in accordance with sub-clause 3.2, the Owners shall procure that
186
 
the requirements of the law of the flag of the Vessel are satisfied
187
 
and that they, or such other entity as may be appointed by them
188
 
and identified to the Managers, shall be deemed to be the
189
 
“Company” as defined by the ISM Code assuming the responsibility
190
 
for the operation of the Vessel and taking over the duties and
191
 
responsibilities imposed by the ISM Code when applicable.
192
 
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.
A-I-8
PART II
“SHIPMAN 98” Standard Ship Management Agreement
 
6.Insurance Policies
193
 
The Owners shall procure, whether by instructing the Managers
194
 
under sub-clause 3.4 or otherwise, that throughout the period of
195
 
this Agreement:
196
 
6.1 at the Owners’ expense, the Vessel is insured for not less
197
 
than her sound market value or entered for her full gross tonnage,
198
 
as the case may be for:
199
 
(i)
 usual hull and machinery marine risks (including crew
200
 
negligence) and excess liabilities;
201
 
(ii)
 protection and indemnity risks (including pollution risks and
202
 
Crew insurances);
203
 
(iii)
 war risks (including protection and indemnity and crew risks);
204
 
and
  
 
(iv) 
any other insurance that the Owners determine or the  
 
Managers advise them in writing that, in either case, it is
  
 
prudent or, as the case may be, appropriate on the basis of
  
 
prevailing market practices to be obtained in respect of the
  
 
Vessel, its freight/hire or any third party liabilities,
  
     
 
in each case in accordance with the best practice of prudent owners
205
 
of
  
 
vessels of a similar type to the Vessel, with first class insurance
206
 
companies, underwriters or associations (“the Owners’
207
 
Insurances”);
208
 
6.2 all premiums and calls and applicable deductibles and/or
209
 
franchises on the Owners’ Insurances are paid
  
 
promptly by their due date,
210
 
6.3 the Owners’ Insurances name the Managers and, subject
211
 
to underwriters’ agreement, any third party designated by the
212
 
Managers as a joint assured, with full cover, with the Owners
213
 
obtaining cover in respect of each of the insurances specified in
214
 
sub-clause 6.1:
215
 
(i)
 on terms whereby the Managers and any such third party
216
 
are liable in respect of premiums or calls arising in connection
217
 
with the Owners’ Insurances; or
218
 
(ii)
 if reasonably obtainable, on terms such that neither the
219
 
Managers nor any such third party shall be under any
220
 
liability in respect of premiums or calls arising in connection
221
 
with the Owners’ Insurances; or
222
 
(iii)
 on such other terms as may be agreed in writing.
223
 
Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left
224
 
blank then (i) applies.
225
 
6.4 written evidence is provided, to the reasonable satisfaction
226
 
of the Managers, of their compliance with their obligations under
227
 
Clause 6 within a reasonable time of the commencement of
228
 
the Agreement, and of each renewal date and, If specifically
229
 
requested, of each payment date of the Owners’ Insurances,
230
     
 
7. Income Collected and Expenses Paid on Behalf of Owners
231
 
7.1 Without prejudice to the provisions of Section 10.7 of the
232
 
Framework Agreement, all moneys collected by the
  
 
Managers under the terms of
  
 
this Agreement (other than moneys payable by the Owners to
233
 
the Managers) and any interest thereon shall be held to the
234
 
credit of the Owners in a separate bank account.
235
 
7.2 Without prejudice to the provisions of Section 9.7, Section
236
 
10.5 and Section 10.8 of the Framework Agreement, ll
  
 
expenses incurred by the Managers under the terms
  
 
of this Agreement on behalf of the Owners (including expenses
237
 
as provided in Clause 8) may be debited against the Owners
238
 
in the account referred to under sub-clause 7.1 but shall in any
239
 
event remain payable by the Owners to the Managers on
240
 
demand. For the avoidance of doubt, the Managers can make
241
 
such demand on the Owners as well as on the Parent as
  
 
provided in Section 10.5 of the Framework Agreement.
  
 
Furthermore and without prejudice to the generality of the
  
 
provisions of this Clause 7, the Managers shall, subject to being
  
 
placed in funds by the Owners or the Parent, arrange for the
  
 
payment of all ordinary charges incurred in connection with the
  
 
Management Services, including, but not limited to, all canal
  
 
tolls, port charges, any amounts due to any governmental
  
 
authority with respect to the Crew and all duties and taxes in
  
 
respect of the Vessel, the cargo, hire or freight (whether levied
  
 
against the Owners, the Parent or the Vessel), insurance
  
 
premiums, advances of balances of disbursements, invoices for
  
 
bunkers, stores, spares, provisions, repairs and any other
  
 
material and/or service in respect of the Vessel.
  
8. Management Fees
242
 
8.1 The Owners shall pay to the Managers for their services
243
 
as Managers under this Agreement the management
244
 
fees as stated in Section 9.1(a) and Section 9.1(b) of the
245
 
Framework Agreement -which shall be payable
 
 
monthly
246
 
in accordance with the provisions of Article IX of the Framework
  
 
     Agreement.
  
 
 
248
 
249
 
8.2 The management fees shall be subject to -review
250
 
in accordance with the provisions of Sections 9.2 and 9.3 of the
251
 
Framework Agreement
 
 
 
 
252
 
.
253
 
8.3 
254
 
255
 
  Without limiting the generality of Clause 7 the Owners
256
 
shall reimburse the Managers for postage and communication
257
 
expenses, travelling expenses, and other out of pocket
258
 
expenses properly incurred by the Managers in pursuance of
259
 
the Management Services.
260
 
8.4 The provisions of Section 9.4, Section 9.5, Section 9.6 and
261
 
Section 9.7 of the Framework Agreement shall be
  
 
deemed as incorporated herein mutatis mutandis.
  
 
8.5 The Managers have the right to demand the payment of any
  
 
of the management fees and expenses payable under this
  
 
Agreement either from the Parent or the Owners.  Payment of
  
 
any such fees or expenses or any part thereof by either the
  
 
Parent or the Owners shall prevent the Managers from making a
  
 
claim on the other person for the same amount to the extent
  
 
that the same has been already paid to the Managers.
  
 
 
 
262
 
263
 
264
 
265
 
266
 
267
 
268
 
269
 
270
 
271
 
272
 
273
 
274
 

275
 
276
 
277
 
278
 
279
 
280
 
281
 
282
 
283
 
284
     

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.
A-I-9
PART II
“SHIPMAN 98” Standard Ship Management Agreement
9.
Budgets and Management of Funds
285
 
9.1 The Owners are aware that the Managers will be preparing
286
 
budgets in connection with, inter alia, the provision of the
  
 
Management Services which the Managers will be submitting
  
 
for approval to the Parent in accordance with the provisions of
  
 
Article X of the Framework Agreement.
 
 
 
 
287
 
288
 
”
289
 
290
 
291
 
292
 
293
 
294
 
295
 
296
 
297
 
298
 
299
 
300
 
Without prejudice to
the right of the Managers to ask for funds in relation to the
Management Services directly from the Parent in accordance
with the relevant provisions of the Framework
Agreement, the Managers shall
301
 
each month request the Owners in writing for the funds required
302
 
to run the Vessel for the ensuing month, including the payment
303
 
of any occasional or extraordinary item of expenditure, such as
304
 
emergency repair costs, additional insurance premiums, bunkers
305
 
or provisions. Such funds shall be received by the Managers
306
 
within ten running days after the receipt by the Owners of the
307
 
Managers’ written request and shall be held
308
 
in a separate bank account in the name of the Managers
or, if requested by the Managers, in the name of the Owners.
309
 
310
 
311
 
312
 
313
 
9.5 Notwithstanding anything contained herein to the contrary,
314
 
the Managers shall in no circumstances be required to use or
315
 
commit their own funds to finance the provision of the
316
 
Management Services.
317
     
10.
Managers’ Right to Sub-Contract
318
 
Except to a Related Manager  (where the Manager may
subcontract any of their obligations hereunder, without need of
obtaining the Owners’ consent for doing so), or as provided in the Framework Agreement, the Managers
shall not have the right to sub-contract any of
319
 
their obligations hereunder, including those mentioned in sub-
320
 
clause 3.1, without the prior written consent of the Owners which
321
 
shall not be unreasonably withheld and which shall be promptly
responded to. In the event of such a sub-
322
 
contract the Managers shall remain fully liable for the due
323
 
performance of their obligations under this Agreement.
324
     
11.
Responsibilities
325
 
The parties agree that the provisions of Sections 11.1 to 11.5
(inclusive) of the Framework Agreement, shall apply to
this Agreement mutatis mutandis, save that references therein
to “any Shipmanagement Agreement or any Supervision
Agreement” shall be omitted and references to “Parent”, “any
Subsidiary”, “Manager”, “any Submanager”, “a
Vessel”, “Section”, “Management Fees”, “each
Shipmanagement Agreement”, “Subsidiaries” and “Article Xl” shall be construed as references to the Owners, the Owners, the
Managers, any submanager, the Vessel, Clause, management
fee, this Agreement, the Owners and Clause 11, respectively,
when used herein.
  
 
 
 
327
 
328
 
329
 
330
 
331
 
332
 
333
 
334
 
335
 
336
 
337
 
338
 
339
 
340
 
341
 
342
 
343
 
344
 
345
 
346
 
347
 
348
 
349
 
350
 
351
 
352
 
353
 
354
 
355
 
356
 
357
 
358
 
359
 
360
 
361
 
362
 
363
 
364
 
365
 
366
 
367
 
368
 
369
 
370
 
371
 
372
 
373
 
374
 
375
 
376
 
377
 
378
 
379
 
380
 
381
 
382
 
383
 
384
 
385
 
386
 
387
 
388
 
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.
A-I-10
PART II
“SHIPMAN 98” Standard Ship Management Agreement
12.
 Documentation
389
 
Without prejudice to the relevant provisions of the Framework
Agreement, where the Managers are providing
Technical Management in
390
 
accordance with sub-clause 3.2 and/or Crew Management in
391
 
accordance with sub-clause 3.1, they shall make available,
392
 
upon Owners’ request, all documentation and records related
393
 
to the Safety Management System (SMS) and/or the Crew
394
 
which the Owners need in order to demonstrate compliance
395
 
with the ISM Code, the ISPS Code and STCW 95 or to defend a
claim against
396
 
a third party.
397
     
13.
General Administration
398
 
13.1 Without prejudice to the provisions of Article V of the
Framework Agreement, , the
Managers shall handle and settle all claims arising
399
 
out of the Management Services hereunder and keep the Owners
400
 
informed regarding any incident of which the Managers become
401
 
aware which gives or may give rise to material claims or disputes
involving
402
 
third parties.
403
 
13.2 The Managers shall, as instructed by the Owners under this
Agreement
, bring
404
 
or defend actions, suits or proceedings in connection with matters
405
 
entrusted to the Managers according to this Agreement.
406
 
13.3 The Managers shall also have power to obtain legal or
407
 
technical or other outside expert advice in relation to the handling
408
 
and settlement of claims and disputes or all other matters
409
 
effecting the interests of the Owners in respect of the Vessel.
410
 
13.4 The Owners shall arrange for the provision of any
411
 
necessary guarantee bond or other security.
412
 
13.5 Any costs -incurred by the Managers in
413
 
carrying out their obligations according to Clause 13 shall be
414
 
reimbursed by the Owners.
415
     
14.
Auditing
416
 
The Managers shall at all times maintain and keep true and
417
 
correct accounts and shall make the same available for inspection
418
 
and auditing by the Owners at such times as may be mutually
419
 
agreed. On the termination, for whatever reasons, of this
420
 
Agreement, the Managers shall release to the Owners, if so
421
 
requested, the originals where possible, or otherwise certified
422
 
copies, of all such accounts and all documents specifically relating
423
 
to the Vessel and her operation. For the avoidance of any doubt,
424
 
this Clause is in addition to and not in substitution of the
  
 
relevant provisions of the Framework Agreement.
 
  
15.
Inspection of Vessel
425
 
The Owners shall have the right at any time after giving
426
 
reasonable notice to the Managers to inspect the Vessel for any
427
 
reason they consider necessary.
428
     
16.
Compliance with Laws and Regulations
429
 
The Managers will not do or permit to be done anything which
430
 
might cause any breach or infringement of the laws and
431
 
regulations of the Vessel’s flag, or of the places where she trades.
432

   
17.
Duration of the Agreement
433
 
This Agreement shall come into effect on the day and year stated
434
 
in Box 4 and shall continue until the date the Framework
435
 
Agreement is terminated in accordance with the provisions of
  
 
Article XIII thereof, unless this Agreement is terminated earlier
  
 
in accordance with the provision of Clause 18 hereof
  
 
 
 
436
 
437
 
438
 
439
     
18.
Termination
440
 
18.1 Owners’ default
441
 
(i)
 The Managers shall be entitled to terminate the Agreement
442
 
with immediate effect by notice in writing if any moneys
443
 
payable by the Owners under this Agreement
444
 
445
 
shall not have been received in the Managers’
446
 
nominated account within 20 Business Days of
447
 
receipt by
  
 
the Owners of the Managers written request or if the Vessel
448
 
is repossessed by the Mortgagees.
449
  (ii)
if the Owners:
450
 
(a)
 fall to meet their obligations under sub-clauses 5.2
451
 

and 5.3 of this Agreement for any reason within their
452
 

control, or
453
 
(b)
 proceed with the employment of or continue to employ
454
 

the Vessel in the carriage of contraband, blockade
455
 

running, or in an unlawful trade, or on a voyage which
456
 

in the reasonable opinion of the Managers is unduly
457
 

hazardous or improper,
458
 
the Managers may give notice of the default to the Owners,
459
 
requiring them to remedy it as soon as practically possible.
460
 
In the event that the Owners fall to remedy it within
461
 
20 Business Days of receipt by the Owners
462
 
of the Managers’ written request to the satisfaction of the
  
 
Managers, the
  
 
Managers shall be entitled to terminate the Agreement
463
 
with immediate effect by notice In writing.
464
18.2 Managers’ Default
465
 
If the Managers fail to meet their obligations under Clauses 3
466
 
and 4 of this Agreement for any reason within the control of the
467
 
Managers, the Owners may give notice to the Managers of the
468
 
default, requiring them to remedy it within 20 Business Days
469
 
 
 
. In the event that the Managers fail to remedy it within
470
 
such period to the satisfaction of the Owners, the
471
 
Owners
  
 
shall be entitled to terminate the Agreement with immediate effect
472
 
by notice in writing.
473
 
18.3 Extraordinary Termination
474
 
This Agreement shall be deemed to be terminated in the case of
475
 
the sale of the Vessel or if the Vessel becomes a total loss or is
476
 
declared as a constructive or compromised or arranged total
477
 
loss or is requisitioned.
478
 
18.4 For the purpose of sub-clause 18.3 hereof
479
 
(i)
 the date upon which the Vessel is to be treated as having
480
 
been sold or otherwise disposed of shall be the date on
481
 
which the Owners cease to be registered as Owners of
482
 
the Vessel;
483
 
(ii) 
 the Vessel shall not be deemed to be lost unless either
484
 
she has become an actual total loss or agreement has
485
 
been reached with her underwriters in respect of her
486
 
constructive, compromised or arranged total loss or if such
487
 
agreement with her underwriters is not reached it is
488
 
adjudged by a competent tribunal that a constructive loss
489
 
of the Vessel has occurred.
490
 
18.5 The parties agree that the provisions of Sections 13.4(a) to
491
 
13.4(d) (inclusive) of the Framework Agreement, shall
  
 
apply to this Agreement mutatis mutandis.
 
 
 
 
492
 
493
 
494
 
495
 
496
 
497
 
18.6 The termination of this Agreement shall be without
498
 
prejudice to all rights accrued due between the parties prior to
496
 
the date of termination.
500
     
 
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.
A-I-11
PART II
“SHIPMAN 98” Standard Ship Management Agreement
19.
Law and Arbitration
501
 
19.1 This Agreement and any non-contractual obligations
502
 
connected with it shall be governed by and construed in
  
 
accordance with English law. All disputes arising out of this
Agreement and/or any non-contractual obligations connected
with it shall be arbitrated in London in the following manner.
One arbitrator is to be appointed by each of the parties hereto
and a third by the two so chosen. Their decision or that of any
two of them shall be final. The arbitrators shall be commercial
persons, conversant with shipping matters. Such arbitration is
to be conducted in accordance with the London Maritime
Arbitration Association (LMAA) Terms current at the time when
the arbitration proceedings are commenced and in accordance
with the Arbitration Act 1996 or any statutory modification or re-
enactment thereof. In the event that a party hereto shall state a
dispute and designate an arbitrator in writing, the other party
shall have 10 Business Days to designate its own arbitrator. If
such other party fails to designate its own arbitrator within such
period, the arbitrator appointed by the first party can render an
award hereunder. Until such time as the arbitrators finally close
the hearings, either party shall have the right by written notice
served on the arbitrators and on the other party to specify
further disputes or differences under this Agreement for hearing
and determination. The arbitrators may grant any relief, and
render an award, which they or a majority of them deem just and
equitable and within the scope of this Agreement, including but
not limited to the posting of security. Awards pursuant to this
Clause 19.1 may include costs and judgments may be entered
upon any award made herein in any court having jurisdiction.
503
 
504
 
505
 
506
 
507
 
508
 
509
 
510
 
511
 
512
 
513
 
514
 
515
 
516
 
517
 
518
 
519
 
520
 
521
 
522
 
523
 
524
 
525
 
526
 
527
 
528
 
529
 
530
 
531
 
532
 
533
 
534
 
535
 
536
 
537
 
538
 
539
 
540
 
541
 
542
 
543
 
544
 
545
 
546
 
547
 
548
 
549
 
550
 
551
 
552
 
553
 
554
 
555
 
556
 
557
 
558
 
559
 
19.4 If Box 18 in Part I is not appropriately filled in, sub-
560
 
clause 19.1 of this Clause shall apply.
561
     
 
Note: 19.1, 19.2 and 19.3 are alternatives; indicate
562
 
alternative agree in Box 18.
563
     
20.
Notices
564
 
20.1 Any notice to be given by either party to the other
565
 
Party shall be in writing and may be sent by fax,
566
 
Registered or recorded mail or by personal service.
567
 
20.2 The address of the Parties for service of such
568
 
communication shall be as stated in Boxes 19 and 20,
569
 
respectively.
570
     
21.
MLC
  
 
For the purposes of this Clause:
  
 
"MLC" means the International Labour Organization (ILO) Maritime Labour Convention (MLC 2006) and any amendment thereto or substitution thereof.
  
 
"Shipowner" shall mean the party named as "shipowner" on the Maritime Labour Certificate for the Vessel.
  
 
(a) Subject to Clause 3 (Basis of the Agreement), the Manager shall, to the extent of their Management Services, assume the Shipowner's duties and responsibilities imposed by the MLC for the Vessel, on behalf of the Owners.
  
 
(b) The Owners shall ensure compliance with the MLC in respect of any crew members supplied by them or on their behalf.
  
 
The owners shall procure, whether by instructing the Managers under Clause 6 (Insurance Policies) or otherwise, insurance cover or financial security to satisfy the Shipowner's financial security obligations under the MLC.
  
     
 
22. Sanctions
  
 
All intended carriage, trade or voyages to be performed by the Vessel, the Managers and the performance of any service by the Managers under this Agreement must be fully compliant with the international sanctions and prohibitions applicable to either party. Managers and Owners accept such requirement as a condition of the Agreement entitling either party to immediately terminate this Agreement should there be a breach of the relevant international sanctions and prohibitions.
  
 
This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.
A-I-12
APPENDIX II
 
FORM OF SUPERVISION AGREEMENT
 
THIS AGREEMENT is made the ____ day of                  , 20[ • ] BETWEEN:
 
(1)
[name of relevant Subsidiary], a company incorporated under the laws of [•], whose registered office is [ADDRESS] (the “Owner”); and
 
(2)
COSTAMARE SHIPPING COMPANY S.A., a company incorporated under the laws of Panama, whose registered office is at [ADDRESS] (the “Construction  Supervisor”).
 
WHEREAS:
 
By a shipbuilding contract dated                            (the “Shipbuilding Contract”) and made between [•] (the “Builder”) and the Owner, the Builder agreed to construct, to the order of the Owner, and sell to the Owner, a [•] vessel, known during construction as Hull No.[•] (the “Vessel”);
 
IT IS NOW AGREED as follows:
 
ARTICLE I
 
DEFINITIONS
 
SECTION 1.1.  Except as otherwise defined herein, all terms defined in the Shipbuilding Contract shall have the same respective meanings when used herein.
 
SECTION 1.2.  In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
 
“Business Day” means a day, other than a Saturday or Sunday or a public holiday, on which major retail banks in Monaco, New York City and Athens Greece, and (in respect of any payments which are to be made to the Builder) [•], are open for non-automated customer services;
 
“Framework Agreement” means the agreement dated 2 November 2015 made between the Parent and the Construction Supervisor.
 
“Owner’s Supplies” means all of the items to be furnished to the Vessel by the Owner in accordance the relevant provisions of the Shipbuilding Contract.
 
“Parent” means Costamare Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and includes its successors in title.
 
A-II-1
“Spares” means the items to be designated as spares by the parties hereto at the time of the delivery of the Vessel.
 
“Supervision Period” means the period from the execution of this Agreement to and including the earlier of (i) the date of delivery of the Vessel pursuant to the Shipbuilding Contract and (ii) the date this Agreement is terminated.
 
ARTICLE II
 
APPOINTMENT
 
SECTION 2.1.  The Owner hereby appoints the Construction Supervisor, and the Construction Supervisor hereby agrees to act as the Owner’s supervisor towards the Builder and as the “Owner’s Representative” under the Shipbuilding Contract for the duration of the Supervision Period and to perform the duties and rights which rest with the Owner regarding the construction and delivery of the Vessel in accordance with all of the provisions of the Shipbuilding Contract.  The Owner shall be responsible for, inter alia, determining the general policy of supervision of construction of the Vessel and the scope of activities of the Construction Supervisor and, in the performance of its duties under this Agreement, the Construction Supervisor shall at all times act strictly in accordance with any instructions or directions given to it by the Owner regarding such general policy or, in the absence of such instructions or directions, in accordance with the standards of a prudent supervisor providing services of the type to be provided under this Agreement, having due regard to the Owner’s interest.  Any instructions so given shall be consistent with the nature and scope of the supervision services required to be performed by the Construction Supervisor under this Agreement and shall not require the Construction Supervisor to do or omit to do anything which may be contrary to any applicable law of any jurisdiction or which is inconsistent or contrary to any of the rights and duties of the Owner under the Shipbuilding Contract.  Upon appointment the Owner shall furnish the Construction Supervisor with a full and complete copy of the Shipbuilding Contract (which for the avoidance of doubt shall include the Specifications and the Plans).
 
SECTION 2.2.  Specific Powers and Duties of the Construction  Supervisor.  Without prejudice to the generality of the appointment made under Section 2.1, and (where applicable) by way of addition to the rights, powers and duties so conferred, the Construction Supervisor shall, subject to this Section 2.2 and to Articles III and IV, have and be entrusted with the following rights, powers and duties in relation to the Shipbuilding Contract and the Vessel:
 
(a) to review, comment on, agree and approve the lists of plans and the drawings referred to; to attend the testing of the Vessel’s machinery, outfitting and equipment and to request any tests or inspections which the Construction Supervisor may consider appropriate or desirable and to review and comment on the results of all tests and inspections to the extent this is possible under the terms of the Shipbuilding Contract; to carry out such inspections and give such advice or suggestions to the Builder as the Construction Supervisor may consider appropriate and as the terms of the Shipbuilding Contract allow him to do; and to give notice to the Builder in the event that the Construction Supervisor discovers any construction, material or workmanship which the Construction Supervisor believes does not or will not conform to the requirements of the Shipbuilding Contract and the specifications again provided the terms of the Shipbuilding Contract allows for such notice to be given; (b) to appoint a representative of the Construction Supervisor for the purposes specified under Article [•] of the Shipbuilding Contract;

A-II-2
 
(c)  if any alteration or addition to the Shipbuilding Contract becomes obligatory or desirable, to consult with the Builder and make recommendations to the Owner as to whether or not acceptance should be given to any proposal notified to the Owner by the Builder;
 
(d)  to request and agree to any minor alterations, additions or modifications to the Vessel or the specifications and any substitute materials to the extent this is possible under the terms of the Shipbuilding Contract, which the Construction Supervisor may consider appropriate or desirable, provided that if the cost of such variations or substitute materials would have the effect of altering the Contract Price (as defined in the Shipbuilding Contract) by more than three per cent (3%) from the Contract Price on the date hereof or the amount of any of the installments of the Contract Price due under the Shipbuilding Contract prior to the delivery of the Vessel, the Construction Supervisor shall notify the same to the Owner in writing and obtain the Owner’s instructions before taking any action in relation thereto; to receive from and transmit to the Builder information relating to the requirements of the classification society and to give instructions and agree with the Builder regarding alterations, additions or changes in connection with such requirements; and to approve the substitution of materials as requested by the Builder;
 
(e)  to attend and witness the trials of the Vessel to the extent this is possible under the terms of the Shipbuilding Contract;
 
(f)  to determine whether the Vessel has been designed, constructed, equipped and completed in accordance with, and complies with, the Shipbuilding Contract and the Specifications and Plans (each as defined in the Shipbuilding Contract); to give the Builder a notice of acceptance or (as the case may be) rejection of the Vessel, to require or request any further test and inspection of the Vessel to the extent this is possible under the terms of the Shipbuilding Contract, and to give and receive any further or other notice relative to such matters and generally to advise the Owner in respect of all such matters;
 
(g) to sign on behalf of the Owner any protocols as to sea trials, consumable stores, delivery and acceptance or otherwise, having first ascertained with the Owner the appropriateness of so doing; (h) to accept on behalf of the Owner the documents specified in Article [•], Paragraph [•] of the Shipbuilding Contract to be delivered by the Builder at delivery of the Vessel under the Shipbuilding Contract and to confirm receipt thereof to the Owner;
 
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(i)  to give and receive on behalf of the Owner any notice contemplated by the Shipbuilding Contract, provided that the Construction Supervisor shall not have authority to give on behalf of the Owner any notice which the Owner may be entitled to give to cancel, repudiate or rescind the Shipbuilding Contract without the prior written consent of the Owner; and
 
(j)  to purchase, after being placed in funds by the Owner, all Owner’s Supplies as agent of the Owner and supply and deliver the same together with all necessary specifications, plans, drawings, instruction books, manuals, test reports and certificates to the Builder as provided in the Shipbuilding Contract, and provide to the Owner a list of all such Owner’s Supplies as soon as possible.
 
SECTION 2.3.  The Construction Supervisor shall discharge its responsibilities under this Clause 2 as the Owner’s agent.
 
SECTION 2.4.  In the event that the Construction Supervisor uses own funds to purchase Owner’s Supplies, the cost of supplying and delivering Owner’s Supplies pursuant to relevant terms of the Shipbuilding Contract shall be reimbursed by the Owner to the Construction Supervisor on the date the Construction Supervisor submits to the Owner supporting invoices in respect of such cost.
 
ARTICLE III
 
CONSTRUCTION SUPERVISOR’S DUTIES
REGARDING CONSTRUCTION
 
SECTION 3.1.  The Construction Supervisor undertakes with the Owner with respect to the Shipbuilding Contract:
 
(a)  to notify the Owner in writing promptly on becoming aware of any likely change to any of the dates on which any installment under the Shipbuilding Contract is expected to be due;
 
(b) to (i) notify the Owner in writing of the expected date on which the launching or, as the case may be, sea trials of the Vessel is or are to take place and (ii) promptly on the same day as the launching or, as the case may be, sea trials of the Vessel takes or take place to confirm that the launching or, as the case may be, sea trials of the Vessel has or have taken place and, where relevant, that the amount specified in such confirmation is due and payable; (c) to (i) advise the Owner in writing, four (4) Business Days prior to the date on which the delivery installment under the Shipbuilding Contract is anticipated to become due, of the times and amounts of payments to be made to the Builder under the Shipbuilding Contract and any amount due to the Construction Supervisor for Owner’s Supplies not already settled and (ii) promptly confirm the same on the day on which such installment becomes due (and being the date the same is required to be paid to the account referred to in the relevant term of the Shipbuilding Contract);
 
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(d)  not to accept the Vessel or delivery of the Vessel on the Owner’s behalf without the Owner’s prior written approval and unless the Construction Supervisor shall have previously certified to the Owner in writing, in the form of the certificate set out in Schedule 1 to this Agreement, that:
 
(i)  the Vessel has been duly completed and is ready for delivery to and acceptance by the Owner in or substantially in accordance with the Shipbuilding Contract and the Specifications and Plans;
 
(ii)  there is, to the best of the Construction Supervisor’s knowledge and belief having made due enquiry with the Builder, no lien or encumbrance on the Vessel other than the lien in favor of the Builder in respect of the delivery installment of the Contract Price due in accordance with the terms of the Shipbuilding Contract; and
 
(iii)  the Vessel is recommended for classification by the relevant classification society provided for in the Shipbuilding Contract (and the Construction Supervisor shall attach to its certificate the provisional certificate of such classification society recommending such classification of the Vessel or a duplicate or photocopy of such provisional certificate or otherwise provide evidence of such classification to the Owner);
 
(e)  on receipt thereof from the Builder promptly to deliver the documents specified in Article [•], Paragraph [•] of the Shipbuilding Contract to the Owner or as the Owner may direct; and
 
(f)  solely with the prior written approval of the Owner, to request from or agree with the Builder any material alterations, additions or modifications to the Vessel.
 
ARTICLE IV
 
CONSTRUCTION SUPERVISOR’S GENERAL OBLIGATIONS
 
SECTION 4.1.  The Construction Supervisor undertakes to the Owner, with respect to the exercise and performance of its rights, powers and duties as the Owner’s representative under this Agreement, as follows:
 
(a)  it will exercise commercially reasonable efforts to cause the due and punctual observance and performance of all conditions, duties and obligations imposed on the Owner by the Shipbuilding Contract (other than to pay the Contract Price) and will not without the prior written consent of the Owner:

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(i)  exercise any rights of the Owner to cancel, repudiate or rescind the Shipbuilding Contract;
 
(ii)  waive, modify or suspend any provision of the Shipbuilding Contract if as a result of such waiver, modification or suspension the Owner will or may suffer any adverse consequences; and
 
(b)  it will, at its own expense, keep all necessary and proper books, accounts, records and correspondence files relating to its duties and activities under this Agreement and shall send quarterly reports to the Owner concerning the progress of the design and construction of the Vessel and keep the Owner promptly informed of any deviations from the building program.
 
ARTICLE V
 
LIABILITY AND INDEMNITY
 
SECTION 5.1. Save for the obligation of the Owner to pay any moneys due to the Construction Supervisor hereunder, neither the Owner nor the Construction Supervisor shall be under any liability to the other for any failure to perform any of their obligations hereunder by reason of Force Majeure.  “Force Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable control of the Owner or the Construction Supervisor, including, without limitation, acts of God, acts of civil or military authorities, acts of war or public enemy, acts of any court, regulatory agency or administrative body having jurisdiction, insurrections, riots, strikes or other labor disturbances, embargoes or other causes of a similar nature.
 
SECTION 5.2.  The Construction Supervisor, including its officers, directors, employees, shareholders, agents and any sub-contractors (the “Construction Supervisor Related Parties”), shall be under no liability whatsoever to the Owner or to any third party (including the Builder) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with the delayed or non-conforming delivery of the Vessel), and howsoever arising in the course of the performance of this Agreement, unless and to the extent that the same is proved to have resulted solely from the gross negligence or willful misconduct of the Construction Supervisor, its officers, employees, agents or any of its sub-contractors in which case (save where loss, damage, delay or expense, has resulted from the Construction Supervisor’s personal act or omission committed with the intent to cause same) the Construction Supervisor’s liability for each incident or series of incidents giving rise to claim or claims shall never exceed a total of ten times the fees payable hereunder.
 
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SECTION 5.3.  The Owner shall indemnify and hold harmless the Construction Supervisor Related Parties against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement and against and in respect of any loss, damage, delay or expense of whatsoever nature (including legal costs and expenses on a full indemnity basis), whether direct or indirect, incurred or suffered by any Construction Supervisor Related Party in the performance of this Agreement, unless incurred or suffered due to the gross negligence or willful misconduct of any Construction Supervisor Related Party.
 
SECTION 5.4.  It is hereby expressly agreed that no employee or agent of the Construction Supervisor (including any sub-contractor from time to time employed by the Construction Supervisor) shall in any circumstances whatsoever be under any liability whatsoever to the Owner or any third party for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Article V, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Construction Supervisor or to which the Construction Supervisor is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Construction Supervisor acting as aforesaid, and for the purpose of all the foregoing provisions of this Article V, the Construction Supervisor is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.
 
SECTION 5.5.  The provisions of this Article V shall survive any termination of this Agreement.
 
ARTICLE VI
 
FEES
 
SECTION 6.1.  In consideration of the performance of the duties assigned to the Construction Supervisor in this Agreement, the Owner shall pay to the Construction Supervisor the sum of US$839,988 for its total supervision costs in connection with the supervision of the construction of the Vessel, plus any expenses incurred under the Shipbuilding Contract against presentation of supporting invoices from the Construction Supervisor which the Construction Supervisor shall supply to the Owner at the same time as payment is requested.  The fee payable hereunder to the Construction Supervisor shall include all costs which are incurred by the Construction Supervisor in connection with the ordinary exercise and performance by the Construction Supervisor of the rights, powers and duties entrusted to it pursuant to this Agreement. The supervision fee will be paid in two equal installments as follows:
 
A-II-7
(a)
US$393,702.50 on the execution of this Agreement; and
 
(b)
US$393,702.50 upon the Construction Supervisor advising the Owner of the completion of the sea trial run of the Vessel.
 
For the avoidance of doubt, the Construction Supervisor can demand payment of the fee and other amounts payable hereunder from the Parent pursuant to the relevant provisions of the Framework Agreement.
 
ARTICLE VII
 
COMMENCEMENT - TERMINATION
 
SECTION 7.1.  This Agreement shall come into effect on the date hereof and shall continue until the delivery of the Vessel in accordance with the Shipbuilding Contract unless terminated earlier pursuant to the terms of Section 7.2, Section 7.3, Section 7.4 or Section 7.5.
 
SECTION 7.2.  The Owner shall be entitled to terminate this Agreement by notice in writing to the Construction Supervisor if the Construction Supervisor defaults in the performance of any material obligation under this Agreement, subject to a cure right of 20 Business Days following written notice by the Owner.
 
SECTION 7.3.  This Agreement shall terminate automatically if:
 
(a)     the Shipbuilding Contract is cancelled, rescinded or terminated; or
 
(b)     the Framework Agreement is terminated.
 
SECTION 7.4.  The Construction Supervisor shall be entitled to terminate this Agreement by notice in writing to the Owner if:
 
(a)  any moneys payable by the Owner under this Agreement is not paid when due or if due on demand within 10 Business Days following demand by the Construction Supervisor; or
 
(b)  the Owner defaults in the performance of any other material obligations under this Agreement, subject to a cure right of 20 Business Days following written notice by the Construction Supervisor.
 
SECTION 7.5.  Either party shall be entitled to terminate this Agreement immediately if:
 
 
A-II-8
(a) the other party ceases to conduct business, or all or substantially all of the equity-interests, properties or assets of either such party is sold, seized or appropriated; or (b) (i) the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii) the other party shall admit in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager, receiver or trustee of the other party of all or a substantial part of its assets; (v) an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of the other party’s undertaking, property or assets; or (vi) an order is made or a resolution is passed for the other party’s winding up;
 
(c)  a distress, execution, sequestration or other process is levied or enforced upon or sued out against the other party’s property which is not discharged within 20 Business Days;
 
(d)  the other party ceases or threatens to cease wholly or substantially to carry on its business otherwise than for the purpose of a reconstruction or amalgamation without insolvency previously approved by the terminating party;
 
or
(e)  the other party is prevented from performing its obligations hereunder by reasons of Force Majeure for a period of two or more consecutive months.
 
SECTION 7.6.  In the event of termination due to the Construction Supervisor’s default, then it shall not be entitled to receive any payment in respect of the fees and other amounts described in Article VI becoming due and payable after the date of such termination.
 
ARTICLE VIII
 
EMPLOYEES
 
SECTION 8.1.  None of the employees and/or sub-contractors of the Construction Supervisor shall constitute, for the purposes of this Agreement, sub-agents of the Owner.  The Construction Supervisor, in its capacity as employer and contractor (and not in its capacity as agent for the Owner), shall (a) be responsible for the salaries, expenses and costs in respect of each of its employees and sub-contractors (not in its capacity as agent for the Owner) and (b) save for the provisions of Article V, indemnify its employees and sub-contractors for any liabilities and losses incurred by such employees and sub-contractors.
 
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ARTICLE IX
 
GOVERNING LAW - ARBITRATION
 
SECTION 9.1.  This Agreement and any non-contractual matters connected with it shall be governed by and be construed in accordance with the laws of England.
 
SECTION 9.2.  All disputes arising out of this Agreement shall be arbitrated in London in the following manner.  One arbitrator is to be appointed by each of the parties hereto and a third by the two so chosen.  Their decision or that of any two of them shall be final and, for the purpose of enforcing any award, this Agreement may be made a rule of the court.  The arbitrators shall be commercial persons, conversant with shipping matters.  Such arbitration is to be conducted in accordance with the rules of the London Maritime Arbitration Association terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof.
 
SECTION 9.3.  In the event that a party hereto shall state a dispute and designate an arbitrator in writing, the other party shall have 20 Business Days to designate its own arbitrator.  If such other party fails to designate its own arbitrator within such period, the arbitrator appointed by the first party can render an award hereunder.
 
SECTION 9.4.  Until such time as the arbitrators finally close the hearings, either party shall have the right by written notice served on the arbitrators and on the other party to specify further disputes or differences under this Agreement for hearing and determination.
 
SECTION 9.5.  The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of this Agreement, including but not limited to the posting of security.  Awards pursuant to this Article IX may include costs, including a reasonable allowance for attorneys’ fees, and judgments may be entered upon any award made herein in any court having jurisdiction.
 
ARTICLE X
 
COUNTERPARTS
 
SECTION 10.1.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
ARTICLE XI
 
NOTICES
 
SECTION 11.1.  Every notice or other communication under this Agreement shall:
 
A-II-10
(a)  be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication (other than telex) in permanent written form;
 
(b)  be deemed to have been received, in the case of a letter, when delivered personally or three (3) days after it has been put into the post and, in the case of a facsimile transmission or other means of telecommunication (other than telex) in permanent written form, at the time of dispatch (provided that if the date of dispatch is a Saturday or Sunday or a public holiday in the country of the addressee or if the time of dispatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next day which is not a Saturday or Sunday or public holiday); and
 
(c)  be sent to:
 
(i)   the Construction Supervisor at:
 
Costamare Shipping Company S.A.
60 Zephyrou Street & Syngrou Avenue
 
Athens, Greece
 
Facsimile No.: +30 210 940 9051
Attention: General Manager
 
(ii)  the Owner at:
 
c/o Costamare Inc.
Guildo Pastor Center
7 rue de Gabian
Monaco 98000

Facsimile No.: to be advissed
Attention: Gerant
 
or to such other address and/or numbers for a party as is notified by such party to the other party under this Agreement.
 
SECTION 11.2.  Each communication and document made or delivered by one party to another pursuant to this Agreement shall be in the English language.
 
SECTION 11.3.  This Agreement shall not create benefits on behalf of any other person not a party to this Agreement, and this Agreement shall be effective only as between the parties hereto, their successors and permitted assigns.
 
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IN WITNESS of which this Agreement has been duly executed the day and year first before written.
 
For the Owner
 
For the Construction Supervisor

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SCHEDULE 1
 
FORM OF CONSTRUCTION CERTIFICATE
[On the letterhead of the Construction Supervisor]

[Vessel Owner] (the “Owner”)
  
[Address]
  
Facsimile: [    ]
  
Attention: [    ]
  
   

Date:
Dear Sirs,
 
[Name of Builder] (the “Builder”), [Name of Vessel] (the “Vessel”)
 
We refer to the construction supervision agreement dated [            ] between the Owner and us (the “Supervision Agreement”).
 
Words and expressions defined in the Supervision Agreement (whether expressly or by incorporation by reference to another document) shall have the same meaning where used in this certificate.
 
We hereby certify, pursuant to Section 3.1(d) of the Supervision Agreement, as follows:
 
(1)
the Vessel has been duly completed and is ready for delivery to and acceptance by the Owner in or substantially in accordance with the Shipbuilding Contract and the Specifications and Plans; and
 
(2)
the Vessel is recommended for classification by [Name of the classification society] (the “Classification Society”).
 
With respect to paragraph (ii) above, please find attached to this certificate the provisional certificate of the Classification Society recommending such classification of the Vessel / a duplicate or photocopy of the provisional certificate of the Classification Society recommending such classification of the Vessel / the following evidence of the Classification Society’s recommendation of such classification of the Vessel [   ].
 
 
Yours faithfully,
   
 
 
for and on behalf of
 
COSTAMARE SHIPPING COMPANY S.A.


A-II-13
EX-4.10 8 ef20064083_ex4-10.htm EXHIBIT 4.10
Exhibit 4.10

 
Dated 26 January 2026

  


SNOW WHITE INVESTMENTS LIMITED (1)




INTERNATIONAL MARITIME HOLDINGS A.G. (2)




CODRUS CAPITAL A.G. (3)




THE INDIVIDUAL INVESTORS (4)




COSTAMARE INC.
 (5)




and




NEPTUNE MARITIME LEASING LIMITED (6)

SECOND AMENDED AND RESTATED
SUBSCRIPTION AND SHAREHOLDERS’
AGREEMENT RELATING TO NEPTUNE MARITIME
LEASING LIMITED


Contents
 
Clause
Page



1
Definitions and interpretation
2
2
Structure and initial and future subscriptions
11
3
Completion
11
4
Warranties
12
5
Business of the Company and Business Planning
14
6
Calls and the Preferred Shareholders’ commitment to make Capital Contributions
14
7
Key Person changes
19
8
The Board
19
9
Ordinary Shareholders’ meetings
22
10
Matters requiring relevant Shareholders’ Consent
22
11
Deadlock provisions
23
12
Pre-emption on allotment or issue of New Voting Securities
25
13
Rights attaching to the Shares
25
14
Distributions
25
15
Dealings with and transfers of Shares
25
16
Exit Transactions and duration
26
17
Compulsory transfer
27
18
Rights to information and confidentiality
28
19
Parties bound
30
20
Assignability and amendments
31
21
Not a partnership
31
22
This Agreement to prevail over the Articles
31
23
Entire Agreement
31
24
Further assurance
31
25
Announcements
32
26
Releases, waivers and remedies
32
27
Severability
32
28
Counterparts
32
29
Termination
32
30
Injunctions and specific performance
33
31
Costs
33
32
Rights of third parties
33
33
Notices
33
34
Governing law
35
35
Jurisdiction
35
36
Service of process
35
37
Data Protection
36


Schedule 1 The Reserved Matters
37
Part 1 Class A Reserved Matters
37
Part 2 Class B Reserved Matters
37
Part 3 Class C Reserved Matters
38
Schedule 2 Preferred Shareholders Reserved Matters
 39
Schedule 3 Deed of Adherence
40
Schedule 4 Fair Market Value
41
Schedule 5 Completion of sale and purchase of Shares
43
Schedule 6 Form of Call Notice
44
Schedule 7 Privacy Notice
46

Agreed Form Documents:
 
Annual Budget
 
Articles
 
Business Plan
 

THIS AGREEMENT is dated 26 January 2026 and is made between:
 
(1)
SNOW WHITE INVESTMENTS LIMITED, a company incorporated under the laws of Jersey with registration number 133542 whose registered office is at 44 Esplanade, St Helier, Jersey JE1 3FG (the Initial Sponsor);
 
(2)
INTERNATIONAL MARITIME HOLDINGS A.G., a company incorporated under the laws of Switzerland with registration number CHE-456.471.543 whose registered office is at Bahnhofstrasse 7, 6300 Zug, Switzerland (the KP Investor);
 
(3)
CODRUS CAPITAL A.G., a company incorporated under the laws of Switzerland with registration number CHE-443.740.768 whose registered office is at Bahnhofstrasse 7, 6300 Zug, Switzerland (the Other KP Investor);
 
(4)
STEPHEN ASPLIN of Apollolaan 24, 1077BA Amsterdam, Netherlands (SA);
 
(5)
KONSTANTINOS KARAMANIS of Markou Botsari 30, 15237 Filothei, Greece (KK and together with SA the Individual Investors);
 
(6)
COSTAMARE INC., a corporation incorporated under the laws of the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (the New Investor); and
 
(7)
NEPTUNE MARITIME LEASING LIMITED, a company incorporated under the laws of Jersey with registration number 134316 whose registered office is at Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR (the Company).
 
WHEREAS:
 
(A)
The Company was incorporated on 12 March 2021 and has been established as a Jersey Private Fund and a Professional Investor Regulated Scheme, for the purposes of establishing a joint venture between the Initial Sponsor, the KP Investor and other investors for the acquisition and ownership of vessels through wholly-owned subsidiaries and the leasing of such vessels.
 
(B)
Pursuant to the terms and conditions of a Subscription and Shareholders Agreement taking effect on 1 April 2021 (the Original SSA):
 

 (a)
the KP Investor was issued A Shares;
 

 (b)
the Initial Sponsor was issued B Shares and agreed to provide up to US$30,000,000 of further funding to the Company by subscribing for Preferred Shares; and
 

 (c)
each of the Other KP Investor and the Individual Investors agreed to provide up to US$1,000,000 (US$3,000,000 in aggregate) of further funding to the Company by subscribing for Preferred Shares.
 
(C)
On 14 March 2023, the Original SSA was amended and restated (the Amended and Restated SSA) pursuant to which:
 

 (a)
the New Investor agreed to provide up to US$200,000,000 of further funding to the Company by subscribing for Preferred Shares and was subsequently issued the Special C Share and C Shares on and subject to the terms and conditions of the Amended and Restated SSA; and
 

 (b)
the Initial Sponsor agreed to provide up to US$20,000,000 of further funding to the Company (in addition to the US$30,000,000 already committed) by subscribing for Preferred Shares on and subject to the terms and conditions of this Agreement, thereby increasing its aggregate Commitment to US$50,000,000.
 
1
(D)
US$233,300,000 has been Called and subscribed for the issue of Preferred Shares under the Original SSA (as amended and restated by the Amended and Restated SSA) as at the date of this Agreement.
 
(E)
The New Investor has agreed to provide up to US$47,808,764.94 of further funding to the Company (in addition to the US$200,000,000 already Committed) by subscribing for Preferred Shares on and subject to the terms and conditions of this Agreement, thereby increasing its aggregate Commitment to US$247,808,764.94.
 
(F)
The Initial Sponsor has agreed to provide up to US$11,952,191.24 of further funding to the Company (in addition to the US$50,000,000 already Committed) by subscribing for Preferred Shares on and subject to the terms and conditions of this Agreement, thereby increasing its aggregate Commitment to US$61,952,191.24.
 
(G)
The Other KP Investor has agreed to provide up to US$239,043.82 of further funding to the Company (in addition to the US$1,000,000 already Committed) by subscribing for Preferred Shares on and subject to the terms and conditions of this Agreement, thereby increasing its aggregate Commitment to US$1,239,043.82. The Individual Investors will not provide any further funding to the Company in addition to the US$1,000,000 already Committed by each of them.
 
(H)
Accordingly, with effect from the date of this Agreement, the total Commitments will be US$313,000,000 of which US$233,300,000 has already been Called.
 
NOW IT IS HEREBY AGREED as follows:
 
1
Definitions and interpretation
 
1.1
In this Agreement (including its Recital and the Schedules hereto), unless the context otherwise requires, the following words and expressions shall have the following meanings:
 
A Director means a director of the Company appointed by the A Shareholder
 
A Shareholder means the KP Investor or any subsequent legal and beneficial owner for the time being of the A Shares who has become such owner in accordance with this Agreement
 
A Shareholder Consent means consent in writing given by the A Shareholder
 
A Shares means the A ordinary shares of nil par value in the capital of the Company having the rights attached thereto specified in the Articles
 
Affiliate in relation to any person means a person Controlled by, Controlling or under common Control with that person
 
Annual Budget means the annual budget of the Company in the agreed form, as amended or revised from time to time in accordance with clause 5
 
Approved Investment means a transaction to be entered into by the Company or any other JV Group Company which is approved by the Board in accordance with this Agreement, involving the Business and any expenditure connected with the Business Business means the acquisition of any Mainstream Sector Vessel from a ship-owner and then simultaneously bareboat chartering the Mainstream Sector Vessel back to such ship-owner or other third party owner or operator of vessels
 
Articles means the articles of association of the Company as amended from time to time
 
B Director means a director of the Company appointed by the B Shareholder
 
B Shareholder means the Initial Sponsor or any subsequent legal and beneficial owner for the time being of the B Shares who has become such owner in accordance with this Agreement
 
B Shareholder Consent means consent in writing given by the B Shareholder
 
2
B Shares means the B ordinary shares of nil par value in the capital of the Company having the rights attached thereto specified in the Articles
 
Bank Financing means any outstanding borrowing by the Company or any other JV Group Company from any bank or other lending institution
 
Blocking Shareholder has the meaning given in clause 11.1 provided that if such Shareholder is the A Shareholder, both the A Shareholder and the Other KP Investor shall be deemed to be the Blocking Shareholder
 
Board means the board of directors of the Company for the time being or any duly authorised committee thereof for the time being
 
 
Business Day means a day (other than Saturdays and Sundays) on which banks in Nicosia (Cyprus), Jersey, London and Zurich are open for the transaction of normal business
 
Business Plan means the business plan of the Company in the agreed form, as amended or revised from time to time in accordance with clause 5
 
C Director means a director of the Company appointed by the C Shareholder
 
C Shareholder means the New Investor or any subsequent legal and beneficial owner for the time being of the C Shares who has become such owner in accordance with this Agreement
 
C Shareholder Consent means consent in writing given by the C Shareholder
 
C Shares means the C ordinary shares of nil par value in the capital of the Company having the rights attached thereto specified in the Articles
 
Call means a call by the Company for a Preferred Shareholder to make a Capital Contribution to the Company in accordance with clause 6 and Called shall be contstrued accordingly
 
Call Notice has the meaning given in clause 6.6
 
Capital Contribution means the amount subscribed for Preferred Shares pursuant to a Call
 
Capital Contribution Date has the meaning given in clause 6.6
 
Change of Control means, in relation to a Shareholder:
 

 (a)
a person acquires Control of that Shareholder where no person previously has such Control; or
 

 (b)
the Controller of that Shareholder ceases to have Control of that Shareholder; or
 

 (c)
a person acquires Control of the Controller of that Shareholder; or
 

 (d)
a person who is not under the Control of the Controller of that Shareholder acquires Control of that Shareholder,
 
provided always that there shall be no Change of Control if:


 (i)
it arises as a result of a share exchange or other matter and the person acquiring Control is a body corporate with the same shareholders (both in identity and holdings) as the Controller immediately prior to such exchange or other matter; or
 
3

 (ii)
in relation to circumstances which, but for this proviso, would amount to a Change of Control of the New Investor, Konstantakopoulos Family Members (individually or together) continue to have the right directly or indirectly to appoint the directors of the New Investor which are together entitled to exercise a majority of the voting rights exercisable at a board meeting of the New Investor; and
 

 (iii)
in relation to circumstances which, but for this proviso, would amount to a Change of Control of the Initial Sponsor, Latsis Family Members (individually or together) continue to Control the Initial Sponsor;
 
Class A Reserved Matters means the matters set out in Part 1 of Schedule 1
 
Class B Reserved Matters means the matters set out in Part 2 of Schedule 1
 
Class C Reserved Matters means the matters set out in Part 3 of Schedule 1
 
Commitment means, in respect of a Preferred Shareholder, the maximum amount in total it has agreed to subscribe for Preferred Shares in accordance with this Agreement, being in respect of:
 

 (a)
the Initial Sponsor, US$61,952,191.24;
 

 (b)
the New Investor, US$247,808,764.94;
 

 (c)
the Other KP Investor US$1,239,043.82;
 

 (d)
SA, US$1,000,000; and
 

 (e)
KK, US$1,000,000,
 
and Commitments means together all or any of them
 
Commitment Period, in respect of a Preferred Shareholder, has the meaning given in clause 6.4
 
Companies Law means the Companies (Jersey) Law 1991 as amended from time to time
 
Company Bank Account means the Company’s account at Berenberg Bank and Barclays Bank, details of which will be notified to all parties, or such other account as the Company notifies to the Shareholders
 
Completion means completion under the Amended and Restated SSA
 
Completion Date means the date on which Completion occurred
 
Compulsory Transfer Notice has the meaning given in clause 17.2
 
Confirmation Notice has the meaning given in clause 6.10
 
Control in relation to a body corporate or a partnership means the ability of a person to ensure that the activities and businesses of that body corporate or partnership are conducted in accordance with the wishes of that person, and a person shall be deemed to have Control:
 

 (a)
of a body corporate if that person possesses the majority of the issued share capital or the voting rights in that body corporate or the right to appoint or remove directors of that body corporate holding a majority of the voting rights at meetings of the board of directors (or equivalent management organ) on all, or substantially all, matters;
 

 (b)
of a partnership if that person has the right to a share of more than one-half of the assets, or of more than one half of the income, of that partnership in circumstances where it can reasonably be expected that such person directs the affairs of that partnership
 
4
Controller means, in relation to a Shareholder, the person which is not itself subject to Control but which has Control of that Shareholder, either directly or through a chain of persons each of whom has Control over the next person in the chain
 
Conversion Date has the meaning given in the Articles
 
Conversion Ratio has the meaning given in the Articles
 
Deadlock Shares has the meaning given in clause 11.4
 
Deadlock Transfer Notice has the meaning given in clause 11.3
 
Deed of Adherence means a deed of adherence to this Agreement in or substantially in the form set out in Schedule 3
 
Default Date has the meaning given in clause 6.11
 
Default Interest Rate means 20% (twenty per cent) per annum, calculated on a daily basis and compounded quarterly for the period commencing on a day immediately following the Default Date and ending on the date when the amount of the Defaulted Contribution was paid to the Company or to the Non-Defaulting Shareholders in accordance with clause 6
 
Defaulted Contribution has the meaning given in clause 6.11
 
Defaulting Party means a Shareholder in relation to which an Event of Default has occurred and if such Shareholder is the KP Investor or the Other KP Investor, both the KP Investor and the Other KP Investor shall be the Defaulting Party
 
Defaulting Shareholder has the meaning given in clause 6.11
 
Escrow Account means the Company Bank Account or such other bank account as shall be notified in writing to the Preferred Shareholders by the Company as being the Escrow Account by or on behalf of the Company prior to a Call
 
Escrow Shares has the meaning given in clause 6.13(a)(i)
 
Event of Default in relation to:
 

 (a)
any Shareholder, means any Material Breach by that Shareholder;
 

 (b)
the KP Investor or the Other KP Investor, additionally means:
 

 (i)
it and/or its holding company and/or the Key Person is subject to an Insolvency Event; or
 

 (i)
there is a Change of Control of the KP Investor or, as the case may be, the Other KP Investor;
 

 (b)
the Initial Sponsor additionally means there is a Change of Control of the Initial Sponsor;
 

 (c)
the New Investor additionally means there is a Change of Control of the New Investor; and
 

 (d)
any Preferred Shareholder, additionally means a breach by that Preferred Shareholder of its obligation to make a Capital Contribution when a Call is made in accordance with clause 6, if such breach continues unremedied for thirty (30) days after notice thereof has been given by or on behalf of the relevant party to the said Preferred Shareholder requiring the same to be remedied
 
Event Shares means all of the Shares held by a Defaulting Party
 
5
Exercising Non-Defaulting Party has the meaning given to it in clause 17.2
 
Existing Konstantakopoulos Family Member means those individuals disclosed in writing on or around the date of this Agreement by the New Investor to the Company (with a copy to the Initial Sponsor) as Holding Benefically interests in the New Investor
 
Existing Latsis Family Member means those individuals disclosed in writing on or around the date of this Agreement by the Initial Sponsor to the New Investor as Holding Benefically interests in the Initial Sponsor
 
Exit Transaction means any of the following transactions:
 

 (a)
an IPO;
 

 (b)
any tender offer, merger, consolidation or other corporate reorganisation involving the Company that results in any third party acquiring Control of the Company; and
 

 (c)
the sale or other disposition of all or substantially all of the property and assets of the Company to any third party purchaser and the distribution of the proceeds to the Shareholders in accordance with the rights attaching to their Shares
 
Extended Capital Contribution Date has the meaning given in clause 6.11
 
Fair Market Value means the best price which might reasonably be expected to be obtained upon a sale of all of the relevant class or classes of Shares for cash consideration on the basis of an arms’ length transaction between a willing buyer and a willing seller as at the relevant date which amount shall be determined by agreement between the relevant parties or in default of such agreement to be determined in accordance with Schedule 4
 
Financial Year means a financial period of the Company beginning on 1 January and ending on the earlier of (a) 31 December in that year and (b) the earlier dissolution or winding up of the Company
 
Funding Non-Defaulting Shareholders has the meaning given in clause 6.13(a)
 
GAAP means generally accepted accounting principles in the United States of America
 
Group means, in relation to any undertaking, that undertaking and any undertaking which is a holding company or subsidiary of that undertaking and any subsidiary of any such holding company, provided always that references to a Shareholder’s Group shall exclude each JV Group Company
 
Holding Beneficially means, in respect of an individual in relation to an entity, that such individual (i) has direct or indirect beneficial interests in the relevant entity and/or (ii) is a beneficiary under a trust or foundation where such foundation or trust holds an ownership interest in the relevant entity or the relevant entity’s direct or indirect holding company or holding companies
 
Independent Director has the meaning given in clause 8.7
 
Initial Shareholders means the Initial Sponsor, the New Investor, the KP Investor, the Other KP Investor and the Individual Investors
 
Insolvency Event means, in relation to any person:
 

 (a)
such person becomes insolvent or unable to pay its debts as they fall due or is adjudicated bankrupt; or
 
6

 (b)
such person is dissolved or enters into liquidation, administration, moratorium, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction or any other form of procedure relating to insolvency, reorganisation or dissolution in any jurisdiction; or any step is taken by any person with a view to any of those things other than a members’ voluntary liquidation solely for the purpose of a solvent amalgamation or reconstruction; or
 

 (c)
such person ceases to carry on business, stops payment of its debts or any class of them, or enters into any compromise or arrangement in respect of its debts or any class of them, or any step is taken to do any of those things; or
 

 (d)
all or substantially all of the assets of such person is subject to attachment, sequestration, execution or similar process and that process is not terminated or discharged within 14 days
 
Investment Term means the period commencing on 1 April 2021 and ending on the eighth anniversary thereof as may be extended in accordance with clause 16.5
 
IPO means the admission of all or any of the Shares or securities representing those shares (including without limitation depositary interests, American depositary receipts, American depositary shares and/or other instruments) on the NASDAQ Stock Market, the New York Stock Exchange or the Official List of the United Kingdom Listing Authority or the AIM Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of the UK Financial Services and Markets Act 2000)
 
IRR means an annualized internal rate of return, as determined pursuant to Schedule 2
 
Jersey Private Fund has the meaning given to it in the JPF Guide
 
JFSC means the Jersey Financial Services Commission or its successor body in Jersey
 
JPF Guide means the Jersey Private Fund Guide issued by the JFSC
 
JV Group Company means a member of the JV Group
 
JV Group shall mean the Company and its Subsidiaries from time to time
 
Key Person means Charalampos (Harris) Antoniou and any person who replaces him (or any replacement of that person) in his role in relation to the provision by the Manager of the Management Services in accordance with the terms of this Agreement
 
Key Person Side Letter means the amended and restated letter dated       March 2023 from the Key Person to the Initial Sponsor as further amended from time to time
 
Konstantakopoulos Family Members means the Existing Konstantakopoulos Family Members and the New Konstantakopoulos Family Members and Konstantakopoulos Family Member means any of them
 
Latsis Family Members means the Existing Latsis Family Members and the New Latsis Family Members and Latsis Family Member means any of them Manager means Neptune Global Financing Limited a company incorporated under the laws of Jersey with registration number 134317 whose registered office is at Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR
 
Losses means all claims, liabilities, damages, losses, costs and expenses
 
Mainstream Sector Vessels means tankers, bulk carriers, gas carriers, containerships, off-shore vessels and car and truck carriers
 
Management Services means services of the nature to be provided under the Management Services Agreement
 
Management Services Agreement means the Management Services Agreement entered into on 1 April 2021 between the Company and the Manager as amended and restated from time to time
 
7
 
Material Breach means, in respect of any Shareholder, a breach or default by that Shareholder, or a breach by the Company caused by that Shareholder where no other Shareholder is also causing such breach by the Company, of any of the following clauses:
 
  (a)
clause 6.15;
 

 (b)
clause 6.16;
 

 (c)
clause 8.5;
 

 (d)
clause 10.1(c);
 

 (e)
clause 12 (Pre-emption on allotment or issue of New Voting Securities);
 

 (e)
clause 15 (Dealings with and transfers of Shares); and
 

 (f)
clause 16.6,
 
if such breach or default is incapable of remedy or, if capable of remedy, where such breach or default continues unremedied for thirty (30) days after notice thereof has been given by or on behalf the relevant party to the said Shareholder requiring the same to be remedied
 
Net Present Value means, in relation a JV Group Company, the contracted revenues less the expenses incurred in relation to such contracted revenues (such net figure discounted at a rate to be determined by the Valuer in accordance with Schedule 4), in each case, of that JV Group Company
 
New Konstantakopoulos Family Members means an individual or individuals who is or are the direct or indirect lineal descendants or spouse of an Existing Konstantakopoulos Family Member and who is or are Holding Beneficially interests in the New Investor
 
New Latsis Family Members means an individual or individuals who is or are the direct or indirect lineal descendants of an Existing Latsis Family Member and who is or are Holding Beneficially interests in the Initial Sponsor
 
New Voting Securities means Ordinary Shares, Preferred Shares or any other class of voting shares, options, convertible loan notes, equity warrants or other securities convertible into, or carrying rights to subscribe for, Ordinary Shares or any other class of voting shares, in each case proposed to be issued by the Company after the Completion Date
 
Non-Defaulting Party has the meaning given in clause 17.2
 
Non-Defaulting Shareholders has the meaning given in clause 6.11
 
Notice has the meaning given in clause 33.1
 
Notified Address has the meaning given in clause 33.4
 
Order means the Financial Services (Investment Business (Restricted Investment Business – Exemption)) (Jersey) Order 2001
 
Ordinary Shareholders means the holder of A Shares, the holder of B Shares and the holder of C Shares and Ordinary Shareholder means any of them
 
Ordinary Shares means the A Shares, the B Shares and/or the C Shares as the context may require and Ordinary Share means any of them Preferred Shareholder Commitment Proportion means, in respect of each Preferred Shareholder at a particular time, the percentage that such Preferred Shareholder’s Undrawn Commitment represents to the total amount of all Undrawn Commitments at that time
 
8
Permitted Method has the meaning given in clause 33.2
 
Preferred Dividend has the meaning given to that term in the Articles
 
 
Preferred Shareholder Consent means consent in writing given by Preferred Shareholders holding together at least 75% (seventy five per cent) of all of the outstanding Preferred Shares
 
Preferred Shareholders means the holders of Preferred Shares for the time being but for the purposes of the provisions relating to Calls shall include the New Investor even if no Preferred Shares have been issued to the New Investor at that time
 
Preferred Shareholders Reserved Matters means matters set out in Schedule 2
 
Preferred Shares means the convertible preferred shares in the capital of the Company, having the rights set out in the Articles
 
Professional Investor Regulated Scheme has the meaning set out in the Order
 
Realised Capital has the meaning given to that term in the Articles
 
Remedy Period has the meaning given in clause 6.13(a)(i)
 
Resolution Notice has the meaning given in clause 11.1
 
Shares means any shares in the capital of the Company including the Ordinary Shares, the Preferred Shares and the Special C Share and Share means each one of them
 
Shareholders means the holders of Shares for the time being and a Shareholder means any of them
 
Special C Share means the redeemable special C share of nil par value having the rights set out in the Articles
 
Subscription Price means US$1,000 per Preferred Share
 
Subsidiary means any direct or indirect subsidiary of the Company as defined in Article 2 of the Companies Law
 
Tax or Taxation means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise (including any related interest, penalty, fine or surcharge), in each case of Jersey or elsewhere in the world, whenever imposed and whether chargeable directly or primarily against or attributable directly or primarily to the relevant person or any other person
 
Tax Authority means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any law in relation to Tax
 
Transfer Completion Conditions means any anti-trust and/or regulatory approvals or consent required by law or from any national or supranational regulatory, government or competition authority or any provider of Bank Financing, and satisfaction of any conditions in relation to such approvals or consent as is necessary in the case of a transfer of Shares by a Shareholder to:
 

 (a)
a member of its Group as permitted by clause 15.3;
 
9

 (b)
the other Shareholders in accordance with clauses 11 or 17; or
 

 (c)
any prospective transferee of the relevant Shares
 
Transfer Price means either:
 

 (a)
the value of the relevant Event Shares as agreed by the Defaulting Party and the Non-Defaulting Party in accordance with clause 17.4; or
 

 (b)
if the Defaulting Party and the Non-Defaulting Party fail to agree the value of the relevant Event Shares in accordance with clause 17.4, in the case of a Compulsory Transfer Notice served in respect of:
 

 (i)
an Insolvency Event, one hundred per cent (100%) of the Fair Market Value attributable to such Event Shares; and
 

 (ii)
an Event of Default other than an Insolvency Event, eighty per cent (80%) of the Fair Market Value attributable to such Event Shares
 
Undrawn Commitment at any time and in respect of any Preferred Shareholder means the amount of its Commitment which has not at that time been subscribed for Preferred Shares pursuant to a Call plus, during the Investment Term, the amount of any Realised Capital returned to that Preferred Shareholder
 
United Kingdom means the United Kingdom of Great Britain and Northern Ireland
 
US dollars and US$ means United States dollars or the lawful currency of the United States of America from time to time
 
Valuer has the meaning given in Schedule 4
 
1.2
The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction.
 
1.3
References to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.
 
1.4
Reference to a party or parties is to a party or parties to this Agreement.
 
1.5
References to documents in the agreed form are to documents in terms agreed on behalf of the parties to this Agreement and initialled on behalf of each such party for the purposes of identification only.
 
1.6
References to any English statute or other legislation or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
 
1.7
References to those of the parties that are individuals include their respective legal personal representatives.
 
1.8
References to writing or written includes any non-transitory form of visible reproduction of words.
 
1.9
References to the word include or including (or any similar term) are not to be construed as implying any limitation and general words introduced by the word other (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.

10
1.10
Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
 
1.11
This Agreement amends and restates in its entirety the Amended and Restated SSA with effect from the date of this Agreement.  The Amended and Restated SSA as amended and restated by this Agreement will continue in full force and effect.
 
2
Structure and initial and future subscriptions
 
2.1
As at the date of this Agreement the Shareholders and their respective Commitments, holdings of Shares and Undrawn Commitments are as follows:
 
 
Shareholder
Commitment
(US$)
  
Number
of A
Shares
  
Number of
B Shares
  
Number of
C Shares
  
Number of
Preferred
Shares
  
Undrawn
Commitment
(US$)
  
 
The KP Investor
-
  
23,330
  
-
  
-
  
-
  
-
  
 
The Other KP Investor
1,239,043.82
  
-
  
-
  
-
  
997.97
  
241,072.12
  
 
SA
1,000,000
  
-
  
-
  
-
  
997.97
  
2,028.30
  
 
KK
1,000,000
  
-
  
-
  
-
  
997.97
  
2,028.30
  
 
The Initial Sponsor
61,952,191.24
  
-
  
12,226.03
  
-
  
48,154.33
  
13,797,861.64
  
 
The New Investor
247,808,764.94
  
-
  
-
  
22,768.97
  
182,151.76
  
65,657,009.74
  
 
Total
313,000,000
  
23,330
  
12,226.03
  
22,768.97
  
233,300
  
79,700,000.10
  

2.2
At Completion, the Company issued one (1) Special C Share to the New Investor and the New Investor subscribed for one (1) Special C Share for a subscription price of US$1.
 
2.3
During the Commitment Period, the Initial Sponsor, the Other KP Investor, the Individual Investors and the New Investor agree to subscribe from time to time in accordance with the provisions of clause 6 for up to such number of Preferred Shares at the subscription price of US$1,000 per Preferred Share as amounts to its Undrawn Commitment.
 
2.4
The Shareholders agree to vote in favour of any resolutions necessary to issue the Ordinary Shares and Preferred Shares on the basis set out in this clause 2 and clause 6 and each Shareholder hereby irrevocably waives (or confirms that it has procured the waiver of) all and any pre-emption rights it or its nominee may have pursuant to the Articles, this Agreement or otherwise so as to enable the issue of the Ordinary Shares and Preferred Shares contemplated by this clause 2 and clause 6 to proceed free of any such pre-emption rights.
 
3
Completion
 
3.1
At Completion, the following events occured:
 

 (a)
the KP Investor procured that the Company adopted the Articles, the share capital of the Company was reclassified to A Shares, B Shares, C Shares, Special C Share and Preferred Shares each having the rights ascribed thereto in the Articles;
 
11

 (b)
the New Investor paid the sum of US$1 (one dollar) by electronic funds transfer to the Company Bank Account and payment made in accordance with this clause 3.1(b) constituted good discharge for the New Investor of its obligations under this clause 3.1(b);
 

 (c)
a meeting of the Board was held at which the Company:
 

 (i)
issued the Special C Share to the New Investor and entered its name in the register of members in respect thereof;
 

 (ii)
executed and delivered to the New Investor a certificate for the Special C Share;
 

 (iii)
re-designated James Bryant and Alan Dunphy as C Directors; and
 

 (iv)
passed any such other resolutions as were required to carry out the obligations of the Company under the Amended and Restated SSA; d
 

 (d)
the KP Investor and the Initial Sponsor each delivered to the New Investor a duly signed counterpart of the termination agreement in respect of the side letter dated 4 October 2021 in the agreed form; and
 

 (e)
the New Investor consented to its name being entered in the register of members of the Company in respect of the Special C Share and agreed that it would take such Special C Share with the benefit of the rights and subject to the restrictions set out in the Articles and this Agreement.
 
4
Warranties
 
4.1
Each party hereby warrants to each of the other parties that:
 

 (a)
it has the power and authority required to enter into this Agreement and perform fully its obligations under this Agreement in accordance with its terms;
 

 (b)
this Agreement is legal, valid and binding on it and is enforceable in accordance with its terms;
 

 (c)
to the extent applicable, the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been duly authorised by all the necessary corporate actions on the part of such party; and
 

 (d)
neither the entry into this Agreement nor the implementation of the transactions contemplated by it, or, as the case may be in respect of sub-paragraphs (ii) and (iii) below, him, will result in:
 

 (i)
a violation or breach of any provision of its statutes, bye-laws or other constitutional documents;
 

 (ii)
a breach of, or give rise to a default under, any contract or other agreement to which it, or, as the case may be, he, is a party or by which it or, as the case may be, he is bound; or
 

 (iii)
a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to it, or, as the case may be, him or any of its or, as the case may be, his assets,
 
and in case of breach of any such warranty, the warranting party agrees to pay to each other party on demand an amount equal to all Losses suffered or incurred by such other party which arise directly or indirectly as a result of or in connection with any such breach.

12
4.2
The KP Investor, the Other KP Investor, each Individual Investor, the Initial Sponsor and the New Investor each warrant to the other Shareholders in respect of itself or, as the case may be, himself, only that it is the sole legal and beneficial owner of the Shares shown in the table in clause 2.1.
 
4.3
The Company warrants to the other parties that:
 

 (a)
the Company complies with the requirements of the Order and the JPF Guide; and
 

 (b)
the total number of Shareholders in the Company shall not exceed 50 at any one time whilst the Company is a Jersey Private Fund.
 
4.4
Each Shareholder warrants to the Company that it, or, as the case may be, he has received and understands and accepts the investment warnings and the disclosure statement set out below:
 

 (a)
Investment Warning – Professional Investor Regulated Scheme
 
The Company has been established in Jersey as a Professional Investor Regulated Scheme as such term is defined in the Order. An investment in the Company is only suitable for sophisticated investors who understand the risks involved in acquiring such an investment and neither the Company nor the activities of any functionary with regard to it are subject to all of the provisions of the Financial Services (Jersey) Law 1998.
 

 (b)
Investment Warning – JPF Guide
 
The Company has been established in Jersey as a Jersey Private Fund (JPF). It is only suitable for those who fall within the definition of “professional investor” or “eligible investor” as such terms are defined in the JPF Guide.  Requirements which may be deemed necessary for the protection of retail or non-professional/eligible investors, do not apply to the Company.  Each of the Shareholders expressly agrees in respect of itself/himself that they fall within the definition of a “professional investor” or an “eligible investor” and accept the reduced regulatory requirements on the Company accordingly.
 
If any Shareholder acquires an interest in the Company, directly or indirectly, for or on behalf of a retail investor, the JFSC expects them to be satisfied that the investment is suitable for the relevant underlying retail investor and that the relevant underlying retail investor is able to bear the economic consequences of investment in the Company, including the possibility of the loss of the entire investment made on behalf of such retail investor.
 
Each Shareholder is wholly responsible for ensuring that all aspects of the Company are acceptable to it/him. Investment in a JPF may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless the Shareholder fully understands and accepts the nature of the Company and the potential risks inherent in the Company it/he should not invest in the Company. The investor or his duly authorised agent acknowledges in writing that it/he has received and accepted this investment warning. By agreeing this acknowledgement it is accepted that an investment in the Company may involve special risks that could lead to a loss of all such investment.
 

 (c)
Disclosure Statement
 
The JFSC has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issuance of shares in the Company. It must be distinctly understood that, in giving this consent, the JFSC does not take any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that Law.
 
13
5
Business of the Company and Business Planning
 
5.1
The business of the Company is to act as the parent undertaking of a group carrying on the Business through wholly-owned subsidiaries.
 
5.2
The Company shall, and each Shareholder agrees to use all reasonable endeavours to procure that the Board shall, adopt a Business Plan and an Annual Budget in accordance with the mechanism specified in this clause 5.
 
5.3
The Company shall procure that the Manager prepares and submits to the Board as soon as possible and no later than the dates/times set out below:
 

 (a)
a draft Business Plan for the JV Group for the next following Financial Year two months before the end of each Financial Year; and
 

 (b)
a detailed draft Annual Budget for the JV Group for the next following Financial Year two months before the end of each Financial Year (including estimated major items of revenue and capital expenditure). The draft Annual Budget shall be broken down on a quarterly basis with a cash flow forecast and a balance sheet showing the projected position of the JV Group as at the end of the following Financial Year, 
 
together with a request that the Board approves, with such amendments as the Board agrees to be necessary, the draft Business Plan and draft Annual Budget.

5.4
Each Shareholder agrees to use all reasonable endeavours to procure that the Board shall, not later than twenty (20) Business Days prior to the end of each Financial Year of the Company, meet to consider the adoption of the draft Business Plan as the Business Plan and the draft Annual Budget as the Annual Budget, in each case with such amendments as the Board agrees to be necessary.
 
5.5
If the Board is unable to agree upon a Business Plan or Annual Budget in accordance with the provisions of clause 5.4, then the Business Plan or Annual Budget previously adopted (as the case may be) shall continue to apply to the extent possible.
 
5.6
Each Shareholder agrees to use all reasonable endeavours to procure that the Board reviews the Business Plan at least once every six months and the Annual Budget regularly. The Board may propose changes to the Shareholders and the Shareholders agree to reply to such proposals within twenty (20) Business Days of receiving them.
 
6
Calls and the Preferred Shareholders’ commitment to make Capital Contributions
 
6.1
The Company may during the Commitment Period make one or more Calls to finance the Approved Investments to be made by the Company (whether directly or indirectly through wholly-owned Subsidiaries).
 
6.2
Subject to the terms of this clause 6.2 and clause 6.4, all Calls shall be made by the Manager on the Company’s behalf following Board approval and any other approval required by clause 10.  The amounts to be subscribed and the new Preferred Shares to be issued pursuant to a Call shall be allocated among the Preferred Shareholders in accordance with their respective Preferred Shareholder Commitment Proportions (save as provided for in clause 6.6(a)), provided that no Preferred Shareholders shall be required to subscribe pursuant to any Call more than its Undrawn Commitment and in respect of all Calls more, in aggregate, than its Commitment.
 
6.3
Each Preferred Shareholder agrees to make Capital Contributions pursuant to a Call in accordance with the terms and conditions set out in this clause 6.
 
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6.4
The obligation of each Preferred Shareholder to make any Capital Contributions commenced as of 1 April 2021 in respect of each Preferred Shareholder (other than the New Investor, whose obligation commenced on 14 March 2023) and expire and cease to have any effect on the earlier of the following dates:
 

 (a)
31 December 2027 or, if so approved by a Preferred Shareholder Consent, 31 December 2028 provided that the commitment to make a Capital Contribution in respect of any Realised Capital that has been distributed to a Preferred Shareholder in accordance with the Articles shall expire and cease to have effect at the end of the Investment Term; and
 

 (b)
the date on which its Undrawn Commitments (taking into account any distribution of Realised Capital in accordance with the Articles) is equal to zero, 
 
such period being the Commitment Period in respect of such Preferred Shareholder. For the avoidance of doubt, no Preferred Shareholder shall be required to make any Capital Contribution (taking into account any distribution of Realised Capital in accordance with the Articles) greater than its Undrawn Commitment.

6.5
Each Capital Contribution shall be made by way of subscription by the Preferred Shareholder for the Preferred Shares at the agreed Subscription Price.
 
6.6
The Manager may make a Call in accordance with this clause 6 by sending a written notice substantially in the form set out in Schedule 6 (a Call Notice) to all Preferred Shareholders who have at the relevant time an Undrawn Commitment greater than zero at least ten (10) Business Days prior to the date on which the relevant Capital Contributions are due. Each Call Notice shall set forth:
 

 (a)
the amount of the Capital Contribution required from each Preferred Shareholder based on its Preferred Shareholder Commitment Proportion of the total amount Called for;
 

 (b)
the number of Preferred Shares to be issued to each Preferred Shareholder based on the Subscription Price;
 

 (c)
the number of A Shares to be issued to the KP Investor and the number of B Shares to be issued to the B Shareholder and the number of C Shares to be issued to the C Shareholder simultaneous with the proposed issue of Preferred Shares as determined in accordance with clause 6.16;
 

 (d)
the description of the Agreed Investment for which the proceeds of the relevant Capital Contributions are to be used; and
 

 (e)
the date on which such Capital Contributions are due (the Capital Contribution Date).
 
6.7
Each Call shall be for a minimum amount of US$100,000 and shall be payable in US dollars unless otherwise agreed with all Preferred Shareholders in writing.
 
6.8
On or before the relevant Capital Contribution Date, each Preferred Shareholder who has been called upon to make a Capital Contribution on that Capital Contribution Date in accordance with this clause 6 shall pay the relevant sum by electronic funds transfer to the Escrow Account and payment made in accordance with this clause 6.8 shall constitute a good discharge for such Preferred Shareholder of its obligation to make the relevant Capital Contribution.
 
6.9
The amounts paid into the Escrow Account shall be retained in such account by the Company on behalf of each Preferred Shareholder in respect of its/his respective Capital Contributions subject to the following:
 

 (a)
immediately following issuance of the Preferred Shares to which the relevant amounts relate, such sums shall be released to the Company and shall be treated as Capital Contributions; and
 
15

 (b)
if the Preferred Shares have not been issued to the relevant Preferred Shareholder by the 30th (thirtieth) Business Day following the relevant Capital Contribution Date or the 5th (fifth) Business Day following the relevant Extended Capital Contribution Date if applicable (or such later date as the Preferred Shareholders shall agree), the Company shall return such amounts to the Preferred Shareholder from which they were received.
 
6.10
On the Business Day immediately following the Capital Contribution Date the Company shall send a notice in writing to all Preferred Shareholders informing them of the amount of the Capital Contributions actually paid to the Escrow Account by each Preferred Shareholder and any amounts which have not been so paid (the Confirmation Notice).
 
6.11
If a Preferred Shareholder has not paid its Capital Contribution (a Defaulted Contribution) by the Capital Contribution Date in accordance with the requirements of clause 6.8 (a Defaulting Shareholder) (such Capital Contribution Date being the Default Date), then each of the other Preferred Shareholders (Non-Defaulting Shareholders) shall have the right (but not the obligation) to fund the Defaulted Contribution within seven (7) Business Days of the Default Date (the end of such period being the Extended Capital Contribution Date), for which purpose the Non-Defaulting Shareholder wishing to do so shall give an irrevocable notice in writing to that effect to the Company and all other Preferred Shareholders within three (3) Business Days of the date of receipt of the relevant Confirmation Notice.  If more than one Non-Defaulting Shareholder gives such notice, the amount of the Defaulted Contribution shall be allocated among all such Non-Defaulting Shareholders pro rata to their participation in the relevant Call (excluding the Defaulting Shareholder and the Non-Defaulting Shareholders who have not notified an intention to fund the Defaulted Contribution).  Within five (5) Business Days of irrevocable notice mentioned above, the Company shall notify all Preferred Shareholders of the portion of the Defaulted Contribution to be paid by each Non-Defaulting Shareholder who has agreed to fund the Defaulted Contribution.
 
6.12
The provisions of clauses 6.8 to 6.10 (both inclusive) shall apply in relation to the Defaulted Contribution mutatis mutandis so that references to the Capital Contribution Date shall be deemed to referred to the Extended Capital Contribution Date and references to the Capital Contributions shall be deemed to refer to the relevant portions of the Defaulted Contribution.
 
6.13
In the event that:
 

 (a)
Non-Defaulting Shareholders (or any of them) have (has) funded a Defaulted Contribution in accordance with clause 6.11 (the Funding Non-Defaulting Shareholder(s)) then:
 

 (i)
the Preferred Share which would have been issued to the Defaulting Shareholder had it complied with its obligations (the Escrow Shares) shall be issued to the Funding Non-Defaulting Shareholder(s) (in the relevant proportions) and shall be held by such Shareholder(s) on the terms set out in this clause 6.13 for a period of up to twenty (20) Business Days from the date of issuance (the Remedy Period); and
 

 (ii)
if, before expiry of the Remedy Period, the Defaulting Shareholder:
 

 (A)
pays to each Funding Non-Defaulting Shareholder an amount equal to the portion of the Defaulted Contribution funded by such Funding Non-Defaulting Shareholder plus interest accruing at the Default Interest Rate from the relevant Extended Capital Contribution Date until the date of such payment then the Funding Non-Defaulting Shareholder(s) shall transfer the Escrow Shares (together with all rights attaching thereto since the date of their issue) to the Defaulting Shareholder; or
 

 (B)
fails to pay to any Funding Non-Defaulting Shareholder an amount equal to the portion of the Defaulted Contribution funded by such Funding Non-Defaulting Shareholder plus interest accruing at the Default Interest Rate from the relevant Extended Capital Contribution Date until the expiry of the Remedy Period (such interest being the Accrued Default Interest) then the Funding Non-Defaulting Shareholder(s) shall be entitled to retain the Escrow Shares (together with all rights attaching thereto since the date of their issue) (pro rata to their respective funding proportions) and the Defaulting Shareholder shall remain liable to the Funding Non-Defaulting Shareholders(s) for the Accrued Default Interest.
 
16
6.14
Subject to the aggregate amount of the Capital Contributions paid into the Escrow Account on or before the relevant Capital Contribution Date (or the relevant Extended Capital Contribution Date, if applicable in accordance with clause 6.11) being equal to the amount set out in the relevant Capital Contribution Notice as confirmed by the Company to all Preferred Shareholders in writing, the following events shall occur on the Business Day immediately following the relevant Capital Contribution Date (or the relevant Extended Capital Contribution Date, if applicable in accordance with clause 6.11):
 

 (a)
a meeting of the Board shall be held at which the following matters shall be approved:
 

 (i)
the issuance of the Preferred Shares credited as fully paid to the relevant Preferred Shareholders (or Escrow Agent if applicable) and the Company secretary shall be instructed to enter their names in the register of members in respect thereof;
 

 (ii)
execution and delivery to the relevant Preferred Shareholders of certificates for the Preferred Shares;
 

 (iii)
any such other resolutions as may be required to issue the Preferred Shares;
 

 (iv)
the issuance of:
 

 (A)
the A Shares to the KP Investor;
 

 (B)
the B Shares to the Initial Sponsor; and
 

 (C)
the C Shares to the New Investor,
 
(in each case in accordance with clause 6.16) and the Company secretary shall be instructed to enter their names in the register of members in respect thereof;
 

 (v)
execution and delivery to:
 

 (A)
the KP Investor, of the certificates for the A Shares;
 

 (B)
the Initial Sponsor, of the certificates for the B Shares;
 

 (C)
the New Investor, of the certificates for the C Shares; and
 

 (vi)
any such other resolutions as may be required to issue the A Shares and/or the B Shares and/or the C Shares; and
 

 (b)
upon completion of the actions described in clause 6.13(a)(ii)(A)(a), the aggregate amount of the Capital Contributions made in response to the relevant Call shall be released from the Escrow Account to the Company as provided for in clause 6.9.
 
6.15
The Company shall ensure, and shall cause the Manager to procure, that all Capital Contributions are used solely for the Approved Investment to which they relate.
 
6.16
Simultaneously with the issue of any Preferred Shares pursuant to this clause 6, the Company shall allot and issue to:
 

 (a)
the KP Investor (and the KP Investor shall subscribe for) such number of A Shares for US$1 in total;
 

 (b)
the Initial Sponsor (and the Initial Sponsor shall subscribe for) such number of B Shares for US$1 in total; and
 
17

 (c)
the New Investor (and the New Investor shall subscribe for) such number of C Shares for US$1 in total,
 
as is required to ensure that:


 (i)
the aggregate number of Preferred Shares is equal to four (4) times the aggregate number of Ordinary Shares (in other words, if the Preferred Shares were to be converted into Ordinary Shares on a one (1) for one (1) basis they would comprise 80% of the entire issued ordinary share capital);
 

 (ii)
subject to clauses 6.16(iii) to 6.16(vi) (inclusive), the number of C Shares shall be equal to such proportion of all Ordinary Shares as is equal to 50% (fifty per cent) of the proportion which the Preferred Shares held by the New Investor bears to the number of all Preferred Shares in issue from time to time (so, for example, if the New Investor holds 60% (sixty per cent) of the Preferred Shares, the C Shares shall comprise 30% (thirty per cent) of the Ordinary Shares);
 

 (iii)
the aggregate number of A Shares shall comprise not less than 40% (forty per cent) of the total number of Ordinary Shares, and the aggregate number of B Shares shall comprise not less than 20% (twenty per cent) of the total number of Ordinary Shares;
 

 (iv)
subject to clauses 6.16(v) and 6.16(vi), as C Shares are issued in accordance with clause 6.16(ii):
 

 (A)
the A Shares and B Shares shall be diluted in the ratio 51/49 until the A Shares comprise 40% (forty per cent) of all Ordinary Shares;
 

 (B)
following which only the B Shares shall be diluted until the B Shares comprise 20% (twenty per cent) of all Ordinary Shares; and
 

 (C)
following which the proportion of A Shares, B Shares and C Shares shall be maintained at 40% (forty percent), 20% (twenty per cent) and 40% (forty per cent) respectively;
 

 (v)
if the Other Key Investor is a Defaulting Shareholder and has failed to remedy the relevant breach in accordance with clause 6.13 within the Remedy Period then the A Shares held by the A Shareholder shall be diluted so that the A Shares comprise 40% (forty per cent) of all Ordinary Shares and the C Shares shall be increased accordingly; and
 

 (vi)
if the Initial Sponsor is a Defaulting Shareholder and has failed to remedy the relevant breach in accordance with clause 6.13 within the Remedy Period then the B Shares held by the B Shareholder shall be diluted so that the B Shares comprise 20% (twenty per cent) of all Ordinary Shares and the C Shares shall be increased accordingly.
 
18
6.17
By way of illustration if each of the Shareholders makes Capital Contributions up to its maximum Commitment in accordance with the terms of this Agreement the resultant holdings of Shares will be as follows:
 
 
Shareholder
Number of A
Shares (%age
of Ordinary
Shares)
  
Number of B
Shares (%age
of Ordinary
Shares)
  
Number of C
Shares (%age
of Ordinary
Shares)
  
Number of
Preferred
Shares
  
 
The KP Investor
31,300 (40%)
  
-
  
-
  
-
  
 
The Other KP Investor
-
  
-
  
-
  
1,239.04
  
 
SA
-
  
-
  
-
  
1,000
  
 
KK
-
  
-
  
-
  
1,000
  
 
The Initial Sponsor
-
  
15,650 (20%)
  
-
  
61,952.19
  
 
The New Investor
-
  
-
  
31,300 (40%)
  
247,808.76
  
 
Total
31,300
  
15,650
  
31,300
  
313,000
  

6.18
Notwithstanding the provisions of clause 6.16, if in accordance with the provisions of this Agreement, Preferred Shares are issued to a third party other than the current Preferred Shareholders (the New Preferred Shareholder), then the Parties agree that such New Preferred Shareholder shall (if so agreed by the New Investor and the Initial Sponsor) be entitled to such number (and therefore proportion) of Ordinary Shares as is agreed between the New Investor and the Initial Sponsor provided all of the existing Ordinary Shareholders are diluted pro rata to one another.  The parties agree to make such consequential changes to this Agreement and the Articles (and to take such other actions) as are reasonably necessary in order to achieve such change in holdings of Ordinary Shares.
 
7
Key Person changes
 
7.1
If at any time during the Investment Term the KP Investor and/or the New Investor become aware that, the Key Person has resigned (or intends to resign) from his role at the Manager or otherwise ceases to be involved (or intends to cease involvement) in providing advice to the Company, the KP Investor and/or the New Investor shall promptly give notice thereof to the Initial Sponsor and the Company of such fact together with a summary of the relevant circumstances.
 
7.2
The New Investor agrees to keep the Initial Sponsor informed as to the process for appointing a replacement for the Key Person and shall in consult with, and take reasonable account of the views, of the Initial Sponsor, in relation to such process. Without prejudice to this clause 7.2, the New Investor acknowledges the rights of the Initial Sponsor under clause 10 in respect of any replacement.
 
8
The Board
 
8.1
The Board shall be responsible for, shall have the conduct of the JV Group’s business and shall be entitled to make all decisions on the Company’s behalf, subject to clauses 9 and 10.
 
8.2
The Board shall comprise of a maximum of eight (8) Directors.
 
8.3
The following persons were approved as members of the Board:
 

 (a)
Charalampos Antoniou appointed by the A Shareholder in accordance with clause 8.4;
 

 (b)
Nikoletta Fouska appointed by the B Shareholder in accordance with clause 8.5;
 

 (c)
James Bryant, Alan Dunphy, Katerina Eleftheriou, Vassilios Mantzavinos and Dimitrios Sofianopoulos appointed by the C Shareholder in accordance with clause 8.6; and
 

 (d)
Gabriella Kindert being the Independent Director nominated by the Ordinary Shareholders in accordance with clause 8.7.
 
8.4
Subject to clause 8.9, the A Shareholder shall have the right to appoint and maintain in office one (1) natural person as an A Director which will be the Key Person.
 
19
8.5
Subject to clause 8.9, the B Shareholder shall have the right to appoint and maintain in office one (1) natural person as a B Director and to remove the B Director so appointed and, upon her/his removal, to appoint another B Director in her/his place. Notwithstanding the foregoing if at any time the B Shareholder holds less than 15% (fifteen per cent) of all outstanding Preferred Shares, its right to appoint a Director and remove the same shall automatically come to an end and the B Shareholder shall promptly procure that its appointee to the Board (if any) shall resign.
 
8.6
Subject to clause 8.9, the C Shareholder shall have the right to appoint and maintain in office five (5) natural persons as C Directors and to remove any of the C Directors so appointed and, upon her/his removal, to appoint another C Director in her/his place.
 
8.7
Subject to clause 8.9, the holders of the majority of the voting rights under the Ordinary Shares shall have the right to nominate one (1) natural person as a Director (the Independent Director) provided such person shall be independent of each of the Ordinary Shareholders.
 
8.8
The Independent Director shall serve a fixed term of three (3) years from the date of his or her appointment provided that the C Shareholder or such of the Ordinary Shareholders as hold a majority of the voting rights under the Ordinary Shares shall be entitled to remove the Independent Director by giving written notice to the Company and the other Shareholders. Where the Independent Director is so removed or resigns from the Board, the procedure described above in this clause shall be followed to appoint another natural person who is independent of each of the Ordinary Shareholders as an Independent Director in her/his place as soon as is reasonably practicable.
 
8.9
Prior to the selection of any new Directors at any time the Shareholders shall give due consideration to the substance requirements of the jurisdiction of the Company.
 
8.10
The appointment and removal of a Director in accordance with this clause 8 shall be by written notice from the appointing Shareholder(s) to the Company with a copy to other Shareholders which shall take effect on delivery at the Company’s registered office or at any meeting of the Board or committee thereof, and, in the case of the appointment of the Independent Director, once the approval of the C Shareholder or the holders of a majority of the voting rights under the Ordinary Shares have been obtained.
 
8.11
If the A Shareholder, the B Shareholder or the C Shareholder removes an A Director, B Director or  C Director (respectively) from her/his office, the A Shareholder, the B Shareholder and the C Shareholder, respectively, shall be responsible for any claim by such Director arising out of such removal, whether for unfair or wrongful dismissal or otherwise, and shall pay to the Company on demand an amount equal to all Losses suffered or incurred by the Company which arise directly or indirectly as a result of or in connection with any such claim.
 
8.12
Board meetings will be held at least quarterly in each calendar year. Board meetings in person shall be held in the office of the Company in Jersey unless otherwise agreed by one (1) A Director, one (1) B Director and one (1) C Director.
 
8.13
The quorum for Board meetings shall be five (5) Directors always including one (1) A Director, one (1) B Director and three (3) C Directors provided that:
 

 (a)
the A Shareholder may, in respect of any Board meeting, waive the requirement for there to be one (1) A Director present in order to form a quorum by giving notice in writing to each of the Company and each of other Ordinary Shareholders prior to such Board meeting and, if such power is exercised, the number of Directors required for a quorum will be reduced by one (1);
 

 (b)
the B Shareholder may, in respect of any Board meeting, waive the requirement for there to be one (1) B Director present in order to form a quorum by giving notice in writing to each of the Company and each of other Ordinary Shareholders prior to such Board meeting and, if such power is exercised, the number of Directors required for a quorum will be reduced by one (1); and
 
20

 (c)
the C Shareholder may, in respect of any Board meeting, waive (or reduce) the requirement for there to be three (3) C Directors present in order to form a quorum by giving notice in writing to each of the Company and each of other Ordinary Shareholders prior to such Board meeting and, if such power is exercised, the number of Directors required for a quorum will be reduced by the number of C Directors in respect of which the waiver has been given.
 
8.14
Notwithstanding anything in this Agreement, the quorum for Board meetings shall never be less than two (2) Directors (or their alternates) present and entitled to vote.
 
8.15
No business shall be conducted at any Board meeting unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place. If a quorum is not present at any such adjourned meeting within half an hour from the time appointed, then the meeting shall proceed subject to if the business:
 

 (a)
includes:
 

 (i)
a Preferred Shareholders Reserved Matter and at that time the New Investor holds seventy five per cent (75%) or more of the Preferred Shares, then the quorum at such reconvened meeting shall be two (2) Directors always including Director(s) appointed by Shareholders holding not less than seventy five per cent (75%) of the issued Preferred Shares at that time;
 

 (ii)
a Class A Reserved Matter, then the quorum at such reconvened meeting shall be three (3) Directors always including an A Director;
 

 (iii)
a Class B Reserved Matter, then the quorum at such reconvened meeting shall be three (3) Directors always including a B Director; and
 

 (iv)
a Class C Reserved Matter, then the quorum at such reconvened meeting shall be three (3) Directors always including at least two (2) C Directors,
 
provided that in each case in respect of any such Board meeting the Ordinary Shareholders may by unanimous approval waive (or reduce) such requirement by giving notice in writing to each of the Company and each of other Ordinary Shareholders prior to such Board meeting;


 (b)
does not include a Reserved Matter, then at such adjourned meeting those Directors present shall constitute a quorum,
 
provided that the quorum shall never be less than two (2) Directors (or their alternate directors) present and entitled to vote.

8.16
The Shareholders shall use all reasonable endeavours to ensure that their respective appointees as Directors shall attend each Board meeting and to procure that a quorum (in accordance with the provisions of this Agreement and the Articles) is present throughout each such meeting.
 
8.17
The Company shall send to each Director (in electronic form if so required):
 

 (a)
reasonable advance notice of each meeting of the Board and each meeting of any committee of the Board (being not fewer than five (5) Business Days), such notice to be accompanied by a written agenda specifying the business to be discussed at such meeting together with all relevant papers; and
 
21

 (b)
as soon as practicable after each meeting of the Board and each meeting of any committee of the Board, a copy of the minutes.
 
8.18
Save with the consent of one (1) A Director, one (1) B Director and three (3) C Directors, no business shall be transacted at any meeting of the Board or committee of the Board save for that specified in the agenda referred to in clause 8.17.
 
8.19
Subject to clause 10, matters at Board meetings and any committee meetings shall be decided by a simple majority vote other than:
 

 (a)
a Class A Reserved Matter, which shall require a simple majority vote of the Directors but also an A Shareholder Consent;
 

 (b)
a Class B Reserved Matter, which shall require a simple majority vote of the Directors but also a B Shareholder Consent; and
 

 (c)
a Class C Reserved Matters, which shall require a simple majority vote of the Directors but also a C Shareholder Consent.
 
8.20
The Board shall elect the Independent Director to be the chairman of the Board. The chairman of the Board shall not have a second or casting vote.
 
8.21
The Company will reimburse any Director with the reasonable costs and out of pocket expenses incurred by her/him in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company.
 
8.22
Each Shareholder shall procure that each Director appointed by that Shareholder (other than the Independent Director) shall comply with clause 18 (Rights to information and confidentiality) save that such Director shall be at liberty from time to time to make full disclosure to its appointing Shareholder of any information relating to the Company.
 
8.23
The parties agree that the Directors shall be under no obligation to disclose any information or opportunities to the Company except to the extent that the information or opportunity was passed to her or him expressly in her or his capacity as a Director of the Company.
 
9
Ordinary Shareholders’ meetings
 
9.1
The Ordinary Shareholders shall use all reasonable endeavours to procure that their respective representatives attend each meeting of the members of the Company and that a quorum is present throughout each such meeting in accordance with clause 9.3.
 
9.2
If within half an hour from the time appointed for a meeting of the members of the Company a quorum is not present, the meeting shall be adjourned to a specified time and place three Business Days after the original date or, as the case may be, adjourned date.  Notice of the adjourned meeting shall be given by the secretary of the Company to each of the Ordinary Shareholders.
 
9.3
Subject to clause 9.2, the quorum at any meeting of the members of the Company shall be three persons, being a proxy for or a duly authorised representative of, each of the A Shareholder, the B Shareholder and the C Shareholder and the quorum at any such adjourned meeting shall be one person being a proxy for or a duly authorised representative of the C Shareholder.
 
10
Matters requiring relevant Shareholders’ Consent
 
10.1
Each Ordinary Shareholder shall exercise all voting rights and powers of control available to it in relation to any JV Group Company to procure that for so long as:
 

 (a)
both (i) the New Investor holds at least seventy five per cent (75%) of the Preferred Shares; and (ii) any Preferred Share remains outstanding, save with the Preferred Shareholder Consent, no JV Group Company shall effect any of the Preferred Shareholders Reserved Matters;
 
22

 (b)
any A Share remains outstanding, save with the A Shareholder Consent, no JV Group Company shall effect any of the Class A Reserved Matters;
 

 (c)
any B Share remains outstanding, save with the B Shareholder Consent, no JV Group Company shall effect any of the Class B Reserved Matters; and
 

 (d)
any C Share remains outstanding, save with the C Shareholder Consent, no JV Group Company shall effect any of the Class C Reserved Matters.
 
10.2
As a separate obligation, severable from the obligations in clause 10.1, the Company agrees that for so long as:
 

 (a)
both (i) the New Investor holds at least seventy five per cent (75%) of the Preferred Shares; and (ii) any Preferred Share remains outstanding, save with the Preferred Shareholder Consent, the Company shall not effect (and shall procure that none of the other JV Group Companies shall effect) any of the Preferred Shareholders Reserved Matters;
 

 (b)
any A Share remains outstanding, save with the A Shareholder Consent, the Company shall not effect (and shall procure that none of the other JV Group Companies shall effect) any of the Class A Reserved Matters;
 

 (c)
any B Share remains outstanding, save with the B Shareholders Consent, the Company shall not effect (and shall procure that none of the other JV Group Companies shall effect) any of the Class B Reserved Matters; and
 

 (d)
any C Share remains outstanding, save with the C Shareholders Consent, the Company shall not effect (and shall procure that none of the other JV Group Companies shall effect) any of the Class C Reserved Matters.
 
11
Deadlock provisions
 
11.1
Where:
 

 (a)
a Class A Reserved Matter has been proposed either at a meeting of the Board or the Shareholders but such matter has not been approved because of a failure to obtain a Class A Consent; and/or
 

 (b)
a Class B Reserved Matter has been proposed either at a meeting of the Board or the Shareholders but such matter has not been approved because of a failure to obtain a Class B Consent, 
 
the New Investor may, within the 10 (ten) Business Day period following the date of such meeting, serve written notice (a Resolution Notice) on the A Shareholder (in the case of clause 11.1(a)) or the B Shareholder (in the case of clause 11.1(b)) (the A Shareholder and/or the B Shareholder (as the case may be) being the Blocking Shareholder), requiring that the provisions of clause 11.2 apply.

11.2
Upon a New Investor serving a Resolution Notice on a Blocking Shareholder, each of the New Investor and the Blocking Shareholder shall, within 10 (ten) Business Days of the service of such Resolution Notice, cause its appointed Director(s) to prepare and circulate to the New Investor and the Blocking Shareholder a memorandum or other form of statement setting out its position on the matter or matters in dispute and its reasons for adopting that position.  Each memorandum or statement so prepared shall be considered by the chairman or chief executive of each of the New Investor and the Blocking Shareholder (or such other senior executive director within the relevant Group as is nominated in writing by that Shareholder to the other) who shall together endeavour to resolve the dispute. If such persons agree on a resolution of the matter, they shall sign a statement setting out the terms of the resolution, and the New Investor and the Blocking Shareholder shall exercise the voting rights and other powers of control available to them in relation to the Company to procure that the resolution is fully and promptly carried into effect.  If such persons do not agree upon a resolution of the matter, then (without prejudice to the following provisions of this clause 11) that matter shall not proceed.
 
23
11.3
If within 20 (twenty) Business Days following service of a Resolution Notice, the relevant parties have not agreed a resolution to the matter, the New Investor shall be entitled, in its absolute discretion, to serve written notice (a Deadlock Transfer Notice) on the Blocking Shareholder at any time up to (and including) the date which is 40 (forty) Business Days after the date of service of the Resolution Notice.
 
11.4
A Deadlock Transfer Notice shall require the Blocking Shareholder to sell all (but not some only) of its Shares (the Deadlock Shares) to the New Investor at the Fair Market Value.  For these purposes, if the Blocking Shareholder is the A Shareholder both the A Shareholder and the Other KP Investor shall be the Blocking Shareholder and the Deadlock Shares shall comprise both the A Shares and the Preferred Shares held by the Other KP Investor. The Blocking Shareholder shall be obliged to comply with such notice.
 
11.5
Following service of a Deadlock Transfer Notice, the Blocking Shareholder and the New Investor shall endeavour to agree the Fair Market Value of the Deadlock Shares.  In the event that they fail to agree such Fair Market Value within 15 (fifteen) Business Days of the service of such Deadlock Transfer Notice, then the provisions of Schedule 4 shall apply in relation to the determination of the Fair Market Value.
 
11.6
Subject to withdrawal of the Deadlock Transfer Notice pursuant to clause 11.9, the sale and purchase of the relevant Deadlock Shares shall be completed at such time and place as the New Investor shall reasonably specify by not less than 72 hours’ written notice to the Blocking Shareholder on the date being five (5) Business Days after the later of:
 

 (a)
the date on which the Fair Market Value is agreed or determined (as the case may be); and
 

 (b)
the date on which the Transfer Completion Conditions shall have been satisfied.
 
11.7
Each of the New Investor and the Blocking Shareholder shall:
 

 (a)
use all reasonable endeavours to ensure that the Transfer Completion Conditions are satisfied as soon as reasonably practicable after the service of a Deadlock Transfer Notice; and
 

 (b)
give written notice to the other that a relevant Transfer Completion Condition has been satisfied within two (2) Business Days of becoming aware of that fact.
 
11.8
If the Transfer Completion Conditions have not been satisfied within twenty (20) Business Days after the date on which the Fair Market Value is agreed or determined, then the New Investor and the Blocking Shareholder shall be released from their respective obligations to sell and purchase the relevant Deadlock Shares.
 
11.9
Save as provided in this clause 11.9, a Deadlock Transfer Notice once served may not be withdrawn.  In the event that the Fair Market Value is determined by an expert pursuant to the provisions of Schedule 4 in accordance with clause 11.5, the New Investor may withdraw its Deadlock Transfer Notice within five (5) Business Days of such determination, in which case the fees of the Valuer shall be borne by the New Investor.  If a Deadlock Transfer Notice is withdrawn in such circumstances, no further Deadlock Transfer Notice may be served by the New Investor in respect of the matter for which the withdrawn Deadlock Transfer Notice was originally given.
 
11.10
Any sale of Deadlock Shares pursuant to this clause 11 shall be completed in accordance with Schedule 5 and the Shareholders shall do all things within their power to ensure that the Business continues to be run as a going concern during the period between the service of a Deadlock Transfer Notice and the completion of the transfer of the relevant Deadlock Shares.
 
24
12
Pre-emption on allotment or issue of New Voting Securities
 
12.1
Without prejudice to the provisions of clause 6 and subject to clause 12.3, if the Company proposes to allot or issue any New Voting Securities those New Voting Securities shall not be allotted to any person unless the Company has first offered to the holders of the existing Ordinary Shares pro rata to their relative holding of Ordinary Shares such number of newly issued Ordinary Shares (of the relevant class) as is required to ensure that, after such allotment or issue, the total number of all outstanding Ordinary Shares represents twenty per cent (20%) of the total number of all outstanding Shares (assuming the Preferred Shares were converted to Ordinary Shares based on the Conversion Ratio), such additional Ordinary Shares to be issued as fully paid up.
 
12.2
The offer referred to in clause 12.1 shall be in writing, be open for acceptance from the date of the offer to the date ten (10) Business Days after the date of the offer (inclusive) and give details of the number, class and, if applicable, subscription price of the Ordinary Shares (being nil par value).
 
12.3
The provisions of clauses 12.1 and 12.2 shall not apply to:
 

 (a)
New Voting Securities issued in connection with an Exit Transaction approved by the Board in accordance with the terms of this Agreement;
 

 (b)
Ordinary Shares issued to the Preferred Shareholders upon conversion of their Preferred Shares in accordance with the Articles; and
 

 (c)
New Voting Securities in respect of which a Preferred Shareholder Consent (provided that no such consent shall be required until the New Investor holds at least 75% (seventy five per cent) of the Preferred Shares in issue), an A Shareholder Consent, a B Shareholder Consent and a C Shareholder Consent has been obtained authorising their issue without complying with the procedure set out in clause 12.
 
12.4
Any New Voting Securities offered under this clause 12 to a Shareholder may be accepted in full or part only by a member of its Group in accordance with the terms of this clause 12.
 
13
Rights attaching to the Shares
 
The Preferred Shares and the Ordinary Shares shall carry the rights set out in the Articles of the Company.
 
14
Distributions
 
In respect of any Financial Year, dividends will be declared and paid as set out in the Articles.
 
15
Dealings with and transfers of Shares
 
General prohibition
 
15.1
Each of the Shareholders undertakes with the others that, during the continuance of the Investment Term, it shall not:
 

 (a)
mortgage (whether by way of fixed or floating charge), pledge or otherwise encumber its legal or beneficial interest in all or any of its Shares;
 

 (b)
sell, transfer or otherwise dispose of all or any of its Shares or any legal or beneficial interest in them or assign or otherwise purport to deal with them or with any interest in them;
 

 (c)
enter any agreement with respect to the voting rights attached to all or any of its Shares; or
 

 (d)
agree, whether conditionally or otherwise, to do any of the foregoing, other than, in each such case, with the consent in writing of both the B Shareholder and the C Shareholder or in accordance with this Agreement.
 
25
15.2
For the avoidance of doubt, if any of the Shareholders shall purport to deal with any of its Shares or any legal or beneficial interest therein in contravention of the provisions of clause 15.1, then such act shall constitute a Material Breach and an Event of Default.
 
Group transfers
 
15.3
Nothing in this clause 15 (Dealings with and transfers of Shares), shall prevent a Shareholder from transferring all (but not some only) of its Shares to a company which is a wholly-owned subsidiary of such Shareholder (transferee) or of a holding company of which such Shareholder is a wholly-owned subsidiary (or another wholly-owned subsidiary of any such holding company), provided that:
 

 (a)
the Transfer Completion Conditions shall have been satisfied or the non-transferring Shareholders (other than the KP Investor, the Other KP Investor and the Individual Investors) have waived the Transfer Completion Conditions in writing;
 

 (b)
the transferee shall first have entered into a Deed of Adherence;
 

 (c)
if the transferee ceases to be a wholly-owned subsidiary of such Shareholder or of a holding company of which such Shareholder is a wholly-owned subsidiary (or another wholly-owned subsidiary of any such holding company), the transferring Shareholder shall procure that the transferee shall transfer all the Shares previously transferred to it either:
 

 (i)
back to the transferring Shareholder; or
 

 (ii)
to another company which is a wholly-owned subsidiary of the transferring Shareholder or of a holding company of which such Shareholder is a wholly-owned subsidiary (or another wholly-owned subsidiary of any such holding company); and
 

 (d)
the transferring Shareholder shall continue at all times to remain a party hereto and to be bound by the terms hereof (as if it remained a Shareholder), save insofar as performed by the transferee.
 
16
Exit Transactions and duration
 
Exit Transaction
 
16.1
The Shareholders acknowledge that it is their common intention to obtain a profitable realisation or valuation of their respective shareholdings in the Company by way of an Exit Transaction.  The Shareholders shall co-operate so as to ensure, so far as they are able, that the Business is managed in such a manner as to facilitate an Exit Transaction.
 
16.2
The parties agree that no Exit Transaction shall occur unless it is approved by the Board.
 
16.3
If a proposed Exit Transaction is approved by the Board and (to the extent required) otherwise in accordance with this Agreement, all Shareholders undertake to exercise all their rights, including voting all Shares held by them in favour of, and take all such other actions as may be reasonably necessary to consummate, such Exit Transaction.
 
16.4
Upon completion of an Exit Transaction, the provisions of this Agreement shall cease to have effect except that the parties’ accrued rights and obligations shall not be affected thereby.
 
Duration
 
16.5
The parties agree that the life of the Company shall be for an initial term equal to the Investment Term as may be extended for one or more periods of twelve (12) months by the holders of at least two-thirds of the voting rights under the outstanding Ordinary Shares and two-thirds of the voting rights under the outstanding Preferred Shares voting in separate class meetings.
 
26
16.6
With effect on and from the date that the Investment Term expires the parties shall use all reasonable endeavours to procure that:
 

 (a)
the Company shall realise all the assets of the Group; and
 

 (b)
the Company shall conduct a voluntary liquidation and distribute its assets in accordance with the Articles.
 
17
Compulsory transfer
 
17.1
If an Event of Default occurs the relevant Defaulting Party shall give written notice to the Company copied to each of the other Shareholders (such other Shareholders (except the KP Investor, the Other KP Investor and the Individual Investors) being referred to as the Non-Defaulting Parties and each a Non-Defaulting Party) providing such details of that Event of Default as are reasonably available as soon as reasonably practicable.
 
17.2
Following an Event of Default, each Non-Defaulting Party shall be entitled, in its absolute discretion, whether or not the Defaulting Party has complied with clause 17.1 and without prejudice to any other rights and remedies which that Non-Defaulting Party may have, to serve written notice (a Compulsory Transfer Notice) on the Defaulting Party (copied to the other Non-Defaulting Parties) at any time up to (and including) the date which is:
 

 (a)
60 (sixty) Business Days after the earlier of:
 

 (i)
the date of receipt of the notice of the occurrence of the relevant Event of Default given pursuant to clause 17.1; and
 

 (ii)
the date that Non-Defaulting Party becomes aware of the relevant Event of Default; or
 

 (b)
five (5) Business Days after the date of receipt of a copy of a Compulsory Transfer Notice served by another Non-Defaulting Party, 
 
whichever is the earlier and any Non-Defaulting Party serving such a notice shall be an Exercising Non-Defaulting Party.

17.3
A Compulsory Transfer Notice shall require the Defaulting Party to sell all (but not some only) of its Event Shares to the Exercising Non-Defaulting Party (or, if there is more than one Exercising Non-Defaulting Party (after taking into account any withdrawals in accordance with clause 17.8), such number of the relevant Event Shares as is equal to the proportion of Preferred Shares that such Exercising Non-Defaulting Party holds relative to the Preferred Shares held by all Exercising Non-Defaulting Parties) at the Transfer Price.  The Defaulting Party shall be obliged to comply with such notice.
 
17.4
Following service of a Compulsory Transfer Notice, the Defaulting Party and each Exercising Non-Defaulting Party shall endeavour to agree the Transfer Price.  In the event that they fail to agree the Transfer Price within fifteen (15) Business Days of the service of such Compulsory Transfer Notice, then the provisions of Schedule 4 shall apply in relation to the determination of the Fair Market Value (and accordingly the Transfer Price).
 
17.5
Subject to withdrawal of the Compulsory Transfer Notice pursuant to clause 17.8, the sale and purchase of the relevant Event Shares shall be completed at such time and place as the relevant Exercising Non-Defaulting Party shall reasonably specify by not less than 72 hours’ written notice to the Defaulting Party on the date being five (5) Business Days after the later of:
 

 (a)
the date on which the Transfer Price is agreed or determined (as the case may be); and
 
27

 (b)
the date on which the Transfer Completion Conditions shall have been satisfied.
 
17.6
Each Defaulting Party and each Exercising Non-Defaulting Party shall:
 

 (a)
use all reasonable endeavours to ensure that the Transfer Completion Conditions are satisfied as soon as reasonably practicable after the service of a Compulsory Transfer Notice; and
 

 (b)
give written notice to the other that a relevant Transfer Completion Condition has been satisfied within two (2) Business Days of becoming aware of that fact.
 
17.7
If the Transfer Completion Conditions have not been satisfied within twenty (20) Business Days after the date on which the Transfer Price is agreed or determined, then each Defaulting Party and each Exercising Non-Defaulting Party shall be released from their respective obligations to sell and purchase the relevant Event Shares.
 
17.8
Save as provided in this clause 17.8, a Compulsory Transfer Notice once served may not be withdrawn.  In the event that the Fair Market Value is determined pursuant to clause 17.4, an Exercising Non-Defaulting Party may withdraw its Compulsory Transfer Notice within five (5) Business Days of such determination, in which case the fees of the relevant independent valuer shall be borne by that Exercising Non-Defaulting Party (or in the case there is more than one Exercising Non-Defaulting Party which has withdrawn its Compulsory Transfer Notice, between them pro rata).  If a Compulsory Transfer Notice is withdrawn in such circumstances, no further Compulsory Transfer Notice may be served by the Exercising Non-Defaulting Party making such withdrawal in respect of the circumstances constituting the relevant Event of Default for which the withdrawn Compulsory Transfer Notice was originally given.
 
17.9
The Shareholders agree that where a discount to the price paid for the relevant Event Shares is applied this is a genuine pre-estimate of the loss, damages and costs suffered or incurred or to be suffered or incurred by the relevant Exercising Non-Defaulting Party.
 
17.10
Any transfer of Event Shares pursuant to this clause 17 shall be completed in accordance with Schedule 5 and the Shareholders shall do all things within their power to ensure that the Business continues to be run as a going concern during the period between the service of a Compulsory Transfer Notice and the completion of the transfer of the relevant Event Shares.
 
18
Rights to information and confidentiality
 
18.1
The Company shall supply to each of the Initial Sponsor, the New Investor and the KP Investor the following information:
 

 (a)
quarterly management information including unaudited (but reviewed by auditors) trial balance and draft Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Member’s Equity and Statement of Cash Flows for the JV Group, prepared in accordance with GAAP, within 15 days of the end of the relevant quarter;
 

 (b)
annual unaudited (but reviewed by auditors) trial balance and draft Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Member’s Equity and Statement of Cash Flows for the JV Group, prepared in accordance with GAAP, within 15 days of the end of the relevant Financial Year;
 

 (c)
annual audited financial statements for the JV Group, prepared in accordance with GAAP, within 45 days of the end of the relevant Financial Year; and
 

 (d)
no later than 2 months before the start of each Financial Year, the draft Annual Budget for that Financial Year (it being agreed that any such budget shall contain such information as the Initial Sponsor and/or the New Investor may reasonably require including (without limitation) a plan of the operating and capital expenditure of the JV Group for the forthcoming Financial Year broken down on a month by month basis).
 
28
18.2
It is agreed that the Initial Sponsor, the New Investor and (only in respect of sub-pararaphs (iii) and (iv) of this clause 18.2) the KP Investor and their respective authorised representatives shall be allowed, subject to any restrictions required to comply with applicable data protection legislation, access at all reasonable times and on reasonable notice to examine the books and records of each JV Group Company and such financial, accounting, management, compliance and other information and records of each JV Group Company as the Initial Sponsor or the New Investor (as the case may be) may reasonably require from time to time to enable the Initial Sponsor or the New Investor (as the case may be) to: (i) conduct an audit of the JV Group Company; (ii) prepare accounts complying with the accounting principles applicable to such Shareholder, or (iii) prepare tax returns and/or (iv) comply with laws and regulations applicable to such party.
 
18.3
All books and records of each JV Group Company shall be retained until the later of (i) the date being six years and one day from the end of the accounting period to which such records relate or (ii) the date on which Tax liabilities of each JV Group Company in respect of such accounting period have been finally determined; and (iii) the end of any retention period required by applicable law and regulation from time to time.
 
18.4
Subject to any restrictions contained in any applicable data protection legislation, and notwithstanding the duties owed by each of the directors of any JV Group Company to that JV Group Company, any director of any JV Group Company nominated by a Shareholder shall be entitled to disclose any information and provide relevant documents and materials about the Company or any other JV Group Company to, and discuss its affairs, finances, accounts and compliance matters with, appropriate officers and senior employees of that Shareholder. Any information, documents and materials supplied or disclosed to a Shareholder in accordance with clause 18.1 or this clause 18.4 shall, subject to clause 18.6, be kept strictly confidential in accordance with clause 18.5.
 
18.5
Subject to clause 18.6, each of the Shareholders shall (and shall ensure that its employees, agents and advisers shall) safeguard, treat as confidential and not use for the purposes of its own business any information, documents or materials which it acquires in connection with this Agreement and which relate to the JV Group, to the Business or to the other Shareholders.
 
18.6
The confidentiality provisions in clause 18.5 shall not apply to:
 

 (a)
any disclosure required by law or by any relevant national or supranational regulatory authority or by the rules of any recognised stock exchange, in which circumstances the party concerned shall, if practicable, supply a copy of the required disclosure to the other parties before it is disclosed and comply with the reasonable requests of the other parties regarding such disclosure;
 

 (b)
any disclosure of information where such information has come into the public domain otherwise than through breach of this clause 18;
 

 (c)
any disclosure reasonably required to be made in order to enforce any provision of this Agreement or any other Agreement to which the Shareholder or any JV Group Company is a party;
 

 (d)
any disclosure of details of the JV Group’s affairs, finances and accounts to:
 

 (i)
the professional and financial advisers of that Shareholder and members of its Group, where such advisers are required to know the same to carry out their duties or functions;
 

 (ii)
any Tax Authority to the extent reasonably required for the purposes of the Tax affairs of the Shareholder or any member of its Group; and
 

 (iii)
other members of its Group on a “need to know” basis; and
 
29

 (e)
any disclosure to a proposed bona fide permitted transferee of a Shareholder’s Shares, provided always that such disclosure is strictly for the purpose of enabling such third party to determine whether or not to make an offer for such Shares, or to determine the level of such an offer and that the person to whom such disclosure is made enters into a confidentiality agreement in form and substance satisfactory to the Company.
 
18.7
Where confidential information is disclosed to a third party in reliance on any of the exceptions referred to in clause 18.6(d)(i), 18.6(d)(iii) or 18.6(e), the disclosing party shall remain responsible for subsequent disclosure by the recipient thereof, as if any such disclosure were made by the disclosing party and not the recipient.
 
18.8
The obligations of confidentiality in this clause 18 shall survive the termination of this Agreement and shall continue unless and until any of the relevant confidential information enters the public domain through no fault of the relevant party or of any other person owing a duty of confidentiality to the Company or the relevant Subsidiary.
 
18.9
A Shareholder which ceases to be a Shareholder shall if so required in writing by the Company promptly hand over to the Company or the relevant Subsidiary all confidential information, documents and correspondence belonging to or relating to the business of the Company or any other JV Group Company.
 
19
Parties bound
 
19.1
The Company undertakes with each of the Shareholders to be bound by and comply with the terms and conditions of this Agreement insofar as the same relate to the Company and to act in all respects as contemplated by this Agreement.
 
19.2
Each of the Shareholders undertakes with the other to:
 

 (a)
exercise its powers in relation to the Company in a manner consistent with ensuring that the Company fully and promptly observes, performs and complies with its obligations under this Agreement;
 

 (b)
exercise its rights as a Shareholder in a manner consistent with this Agreement;
 

 (c)
exercise all voting and other rights and powers vested in or available to it in a manner consistent with procuring the convening of all meetings, the passing of all resolutions and the taking of all steps necessary or desirable to give effect to the terms of this Agreement and the rights and obligations of the parties set out in this Agreement; and
 

 (d)
procure that any director of the Company appointed by it from time to time shall (subject to his/her fiduciary duties to the Company) exercise his/her voting rights and other rights and powers vested in or available to him/her in a manner consistent with giving effect to the terms of this Agreement and the rights and obligations of the parties set out in this Agreement.
 
19.3
Each Shareholder undertakes with each of the other parties that while it remains a party to this Agreement it will not (except as expressly provided for in this Agreement) agree to cast any of the voting rights exercisable in respect of any of the Shares held by it in accordance with the directions, or subject to the consent of, any other person (including another Shareholder).
 
19.4
The Company is not bound by any provision of this Agreement to the extent that it constitutes an unlawful fetter on any statutory power of the Company. This shall not affect the validity of the relevant provision as between the other parties to this Agreement or the respective obligations of the other parties as between themselves.
 
30
20
Assignability and amendments
 
20.1
This Agreement shall be binding on and shall enure for the benefit of each party’s successors and permitted assigns.
 
20.2
None of the parties may, without the written consent of the others, assign or transfer any of their respective rights or obligations under this Agreement, except in conjunction with a transfer of Shares in accordance with this Agreement and the Company’s constitutional documents.
 
20.3
The Company, each of the Initial Sponsor and the New Investor (each in their own name and on behalf of the other Preferred Shareholders) and the KP Investor may together unanimously agree non material variations to the terms of this Agreement which will take effect on receipt of notice of the alteration by the other Shareholders.
 
20.4
Save as provided in clause20.3, no purported variation of this Agreement shall be effective unless it is in writing, refers to this Agreement and is duly executed by each party.
 
21
Not a partnership
 
Nothing in this Agreement shall create a partnership or establish a relationship of principal and agent or any other fiduciary relationship between or among any of the parties.
 
22
This Agreement to prevail over the Articles
 
22.1
In the event of any conflict, ambiguity or discrepancy between the provisions of this Agreement and the Articles, the Shareholders shall join in procuring that the Articles are altered to accord with the provisions of this Agreement, which shall prevail.
 
22.2
Each of the Shareholders agrees with the others that it will not exercise any rights conferred on it by the Articles which are or may be inconsistent with its rights or obligations under this Agreement.
 
23
Entire Agreement
 
23.1
Each party acknowledges and agrees for itself (and as agent for each member of its Group) that:
 

 (a)
this Agreement, the Annual Budget, the Articles, the Business Plan and the Management Services Agreement, (together, the Joint Venture Documents) constitute the entire Agreement between the parties and supersede any prior Agreement, understanding, undertaking or arrangement between the parties relating to the subject matter of the Joint Venture Documents provided that this clause 23 shall not affect the validity of the Key Person Side Letter;
 

 (b)
by entering into the Joint Venture Documents it does not rely on any statement, representation, assurance or warranty of any person (whether a party to the Joint Venture Documents or not and whether made in writing or not) other than as expressly set out in the Joint Venture Documents; and
 

 (c)
the only rights or remedies available to it arising out of or in connection with any Joint Venture Document or its subject matter shall be solely for breach of contract except as otherwise expressly provided for in such Joint Venture Document.
 
23.2
Nothing in this clause, and no other limitation in this Agreement, shall exclude or limit any liability for fraud.
 
24
Further assurance
 
Each party shall execute and, so far as it is able, procure that any necessary third party shall execute, all such documents and/or do, or, so far as each is able, procure the doing of such acts and things as shall be reasonably required to give effect to this Agreement and any documents entered into pursuant to it and to give to the other the full benefit of all the provisions of this Agreement.
 
31
25
Announcements
 
25.1
Subject to clause 25.2, no announcement, circular or other communication (each an Announcement) concerning the existence or content of this Agreement shall be made by any Shareholders (or any member of its Group) without the prior written approval of the other Shareholders (such approval not to be unreasonably withheld or delayed).
 
25.2
Clause 25.1 does not apply to any Announcement to the extent that it is required to be made by the rules of any stock exchange or any governmental, regulatory or supervisory body or court of competent jurisdiction to which the Shareholder making the announcement (or any member of its Group) is subject, whether or not any of the same has the force of law, provided that any Announcement shall, so far as practicable, be made after the consultation with the New Investor, the KP Investor and the Initial Sponsor.
 
26
Releases, waivers and remedies
 
The rights and remedies of each party under this Agreement are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it.  No neglect, delay or indulgence by any party in enforcing any provision of this Agreement shall be construed as a waiver and no single or partial exercise of any rights or remedy of any party under this Agreement will affect or restrict the further exercise or enforcement of any such remedy.
 
27
Severability
 
Each provision of this Agreement is severable and distinct from the others and if any provision is, or at any time becomes, to any extent or in any circumstances invalid, illegal or unenforceable for any reason that provision shall to that extent be deemed not to form part of this Agreement but the validity, legality and enforceability of the remaining parts of this Agreement shall not be thereby affected or impaired, it being the parties’ intention that every provision of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. In the event that a provision of this Agreement becomes, to any extent or in any circumstances, invalid, illegal or unenforceable for any reason, the parties shall use their best efforts to adopt and incorporate wording in this Agreement which will achieve as close as possible the same results as the provision or part thereof deemed not to form part of this Agreement as the result of operation of this clause 27.
 
28
Counterparts
 
This Agreement may be entered into in any number of counterparts, and each of the executed counterparts when duly exchanged or delivered shall be deemed to be an original, but, taken together they shall constitute one instrument.
 
29
Termination
 
29.1
Save as provided in clause 29.2, this Agreement shall cease to have effect in relation to a Shareholder if that Shareholder ceases to hold any Shares and such cessation was in accordance with the provisions of this Agreement.
 
29.2
This Agreement shall continue to have effect in relation to a Shareholder who has ceased to hold any Shares:
 

 (a)
to the extent that any provision of this Agreement either expressly or impliedly continues after such cessation; or
 
32

 (b)
where such Shareholder has any liability which at the time of such cessation has accrued to another party or which may so accrue in respect of any act or omission occurring on or prior to such cessation.
 
30
Injunctions and specific performance
 
Each party acknowledges and agrees that damages may not be an adequate remedy for particular breaches of this Agreement and that each party shall be entitled (without prejudice to its other rights and remedies) to the equitable remedies of injunction and specific performance.
 
31
Costs
 
31.1
Save as provided in clause 31.2, each of the parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this Agreement, the other Joint Venture Documents and all ancillary documents.
 
31.2
The New Investor shall pay (up to an aggregate amount of US$52,000 (fifty two thousand US dollars) and GBP21000 (twenty one thousand British pounds sterling) fees and expenses of: (i) Jersey counsel to review the Joint Venture Documents on behalf of the Company, (ii) Highvern Fund Administrator incurred in connection with the transactions contemplated by this Agreement, and (iii) the Key Person’s tax advisors, attorney(s) and other third-party fees associated with the transactions contemplated by this Agreement.
 
32
Rights of third parties
 
32.1
Save as provided in clause 32.2, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
 
32.2
The parties agree that certain provisions of this Agreement confer a benefit on members of the parties’ respective Groups, and that such provisions are intended to benefit, and be enforceable by, such members in their own right under the Contracts (Rights of Third Parties) Act 1999.  Notwithstanding the foregoing, under no circumstances shall any consent be required from any such member for the termination, rescission, amendment or variation of this Agreement, whether or not such termination, rescission, amendment or variation affects or extinguishes any such benefit or right.
 
33
Notices
 
33.1
A notice or other communication given under this Agreement (a Notice) shall be:
 

 (a)
in writing;
 

 (b)
in the English language; and
 

 (c)
sent by the Permitted Method to the Notified Address.
 
33
33.2
Permitted Method means any of the methods set out in the first column below, the second column setting out the date on which a Notice given by such method shall be deemed to be given provided the Notice is properly addressed and sent in full to the Notified Address and subject always to clause 33.5:
 
 
(1)
Permitted Method
  
(2)
Date on which Notice deemed given
  
 
Personal delivery
  
When left at the relevant Notified Address if left before 5 pm on a Business Day, otherwise on the next Business Day
  
 
Courier
  
When the confirmation of receipt is issued or the courier has confirmed it has left the notice at the relevant Notified Address
  
 
E-mail
  
When sent to the Notified Address if sent before 5 pm on a Business Day, and otherwise on the next Business Day (unless the sender receives an automated notification of non‑delivery or rejection by the recipient’s e‑mail server, in which case the Notice shall be deemed not to have been given or received)
  

33.3
If a Notice is given by personal delivery or courier, it must be followed up with an email.
 
33.4
The notified address (Notified Address) of each of the parties is as set out below:
 
Name of party
  
Address
  
E-mail address
  
Marked for the attention of:
 
Initial Sponsor
  
Snow White Investments Limited, 5th Floor, 44 Esplanade, St Helier, Jersey JE1 3FG
  
nikoletta.fouska@latsco-fo.ch
With a copy to:
efgijpcdteam8204@efgwealthsolutions.com
  
Nikoletta Fouska
 
KP Investor
  
International Maritime Holdings AG, Bahnhofstrasse 7, 6300 Zug
  
harris.antoniou@codrus.ch
With a copy to:
abackos@abmgmtllc.com
  
Harris Antoniou
 
Other KP Investor
  
Codrus Capital AG, Bahnhofstrasse 7, 6300 Zug
  
harris.antoniou@codrus.ch
With a copy to:
abackos@abmgmtllc.com
  
Harris Antoniou
 
SA
  
Apollolaan 24, 1077BA Amsterdam, Netherlands
  
stephen.asplin@yahoo.com
 
  
Stephen Asplin
 
KK
  
Markou Botsari 30, 15237 Filothei, Greece
  
kkaramanis@gmail.com
 
  
Konstantinos Karamanis
 
The New Investor
  
c/o Costamare Shipping Company
60 Zephyrou Street, Athens, Greece S.A.
  
agabrielides@costamare.com
With copy to: vmantzavinos@costamare.com
  
Anastassios Gabrielides
 
 
The Company
  
Neptune Maritime Leasing Limited, Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR
  
Neptune@highvern.com
With copy to: harris.antoniou@neptuneleasing.com
  
James Bryant

or such other postal address, e-mail address or “marked for the attentionof” as a party may, by written notice to the other parties, substitute for its Notified Address set out above.
 
34
33.5
In order for any service on the Company to be effective, a copy thereof shall also be given to the other Shareholders.
 
34
Governing law
 
This Agreement and any non-contractual obligations connected with it shall be governed by and construed in accordance with English law.
 
35
Jurisdiction
 
35.1
The parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction, and that no other court is to have jurisdiction to:
 

 (a)
determine any claim, dispute or difference arising under or in connection with this Agreement, any non-contractual obligations connected with it, or in connection with the negotiation, existence, legal validity, enforceability or termination of this Agreement, whether the alleged liability shall arise under the law of England or under the law of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts (Proceedings); and
 

 (b)
grant interim remedies, or other provisional or protective relief.
 
35.2
Each party submits to the exclusive jurisdiction of the courts of England and Wales and accordingly any Proceedings may be brought against it or any of its respective assets in such courts.
 
36
Service of process
 
36.1
The KP Investor and the Other KP Investor each hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London, EC1 7AD to accept on its behalf service of all legal process arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement.  The KP Investor and the Other KP Investor each agrees that:
 

 (a)
failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
 

 (b)
if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
 
36.2
The Company hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London, EC1 7AD to accept on its behalf service of all legal process arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement.  The Company agrees that:
 

 (a)
failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
 
35

 (b)
if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
 
36.3
The Initial Sponsor hereby irrevocably authorises and appoints Latsco (London) Limited of 17 Duke of York Street, London, SW1Y 6LB to accept on its behalf service of all legal process arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement.  The Initial Sponsor agrees that:
 

 (a)
failure by Latsco (London) Limited to notify it of the process will not invalidate the proceedings concerned; and
 

 (b)
if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
 
36.4
SA hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London EC1 7AD, United Kingdom to accept on its behalf service of all legal process arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement.  SA agrees that:
 

 (a)
failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
 

 (b)
if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
 
36.5
KK hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London EC1 7AD, United Kingdom to accept on its behalf service of all legal process arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement. KK agrees that:
 

 (a)
failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
 

 (b)
if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
 
36.6
The New Investor hereby irrevocably authorises and appoints Mr. Alan Ross, presently at 58 Mymms Drive, Brookmans Park, Hatfield, Hertfordshire, AL9 7AF, England, to accept on its behalf service of all legal process arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement.  The Initial Sponsor agrees that:
 

 (a)
failure by Mr. Alan Ross to notify it of the process will not invalidate the proceedings concerned; and
 

 (b)
if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
 
37
Data Protection
 
For the purposes of the Data Protection (Jersey) Law 2018 as amended from time to time (the Data Protection Law), the Company shall be the data controller in respect of any personal data provided in respect of Shareholders and their respective representatives, directors, officers, agents or beneficial owners. Personal data shall be processed in accordance with the Privacy Notice set out in Schedule 7. The Privacy Notice sets out the purposes for which such personal data may be processed, the circumstances in which such data might be disclosed or transferred, Shareholders’ rights in respect of such data, as well as other matters.
 
This Agreement has been executed as a deed and it has been delivered on the date stated at the beginning of this Agreement.
 
36
Schedule 1
The Reserved Matters
 
Part 1
Class A Reserved Matters
 
1.
Any change in the Business, including launch of new product lines (other than the acquisition of ship loan portfolios in the secondary loan market or the lending to ship owning companies as a primary lender).
 
2.
Any use of the “Neptune” name outside the ordinary course of business of the Company.
 
3.
Any decision to terminate all or substantially all of the Business unless in the process of such termination the KP Investor receives an amount equal to its investment plus a return representing an IRR of at least ten per cent (10%) on the Other KP Investor’s investment in the Preferred Shares.
 
4.
Any decision to sell all or substantially all of the business or assets of the JV Group or enter into any other Exit Transaction (other than an IPO) unless the KP Investor would receive an amount equal to its investment plus a return representing an IRR of at least ten per cent (10%) on the Other KP Investor’s equity investment in the Preferred Shares.
 
5.
Any change in the Company’s jurisdiction or tax residency which materially and adversely affects the Swiss tax ruling obtained by and applicable to the Company, unless the New Investor has undertaken to compensate the affected Shareholders for such adverse effect.
 
6.
Any change in the accounting policies of a JV Group Company other than as required by law or in order to address Controlled Foreign Corporation issues relating to any of the New Investor’s shareholders (and in particular, but without limitation, Konstantinos Konstantakopoulos).
 
7.
Any material change to the Management Services Agreement or the termination of the Management Services Agreement by the Company other than in accordance with its terms.
 
8.
The entering into or amending an agreement, arrangement or transaction between the New Investor or its affiliates and a JV Group Company which is not on arm’s length terms (and for these purposes terms which are more beneficial to a JV Group Company than arm’s length terms will be deemed as being arm’s length terms).
 
Part 2
Class B Reserved Matters
 
1.
Any change in the common intention to obtain a profitable realization or valuation of the Shareholders’ respective shareholdings in the Company by way of an IPO.
 
2.
Any change in the Business, including launch of new product lines (other than the acquisition of ship loan portfolios in the secondary loan market or the lending to ship owning companies as a primary lender).
 
3.
Admission of any person other than the Initial Shareholders as a Shareholder.
 
4.
Any decision to terminate all or substantially all of the Business unless in the process of such termination the Initial Sponsor receives an amount equal to its investment plus a return representing an IRR of at least ten per cent (10%) on its investment in the Preferred Shares.
 
5.
Any decision to sell all or substantially all of the business or assets of the JV Group or enter into any other Exit Transaction (other than an IPO) unless the Initial Sponsor would receive an amount equal to its investment plus a return representing an IRR of at least ten per cent (10%) on its investment in the Preferred Shares.
 
37
6.
Any change in the Company’s jurisdiction or tax residency which adversely affects the tax position of the Initial Sponsor or its current ultimate beneficial owner as at the date of this Agreement (unless such ultimate beneficial owner has changed his or her tax residency since the date of this Agreement), unless the New Investor has undertaken to fully compensate the affected persons for such adverse effect.
 
7.
The entering into or amending an agreement, arrangement or transaction between the New Investor or its affiliates and a JV Group Company which is not on arm’s length terms (and for these purposes terms which are more beneficial to a JV Group Company than arm’s length terms will be deemed as being arm’s length terms).
 
8.
Any material change to the Management Services Agreement or the termination of the Management Services Agreement by the Company other than in accordance with its terms and/or entry into, material changes to and termination of any replacement management services agreement.
 
9.
Any change in the role of the Key Person such that the Key Person would for any reason cease to be substantially and actively involved in the provision by the Manager of the Management Services.
 
Part 3
Class C Reserved Matters
 
1.
Approval of the Annual Budget and Business Plan and any amendments thereto and any material deviation in the conduct of the Business from such Annual Budget and/or Business Plan.
 
2.
The creation of a permanent establishment by the Company in any jurisdiction outside Jersey or change of Company’s tax status, the jurisdiction in which the Company is tax resident or jurisdiction of organization.
 
3.
Any changes to the Articles or the adoption of new articles of the Company.
 
4.
Admission of any person other than the Initial Shareholders as a Shareholder.
 
5.
Any acquisition, sale or other alienation or transfer of ownership, possession or use of vessels and any financial arrangements or other transactions relating to the above, in each case entered into by any JV Group Company.
 
6.
Entering into, amending or terminating any loan or other financing agreements of any nature by any JV Group Company.
 
7.
Entering into, amending or terminating any material contracts, including without limitation vessel management agreements.
 
8.
Appointment or termination of appointment of the auditors of any JV Group Company.
 
9.
Any change in the accounting policies of any JV Group Company other than as required by law.
 
10.
Any changes to the Management Services Agreement, termination of the Management Services Agreement by the Company, and the giving of any consents or waiver of rights by the Company under the Management Services Agreement.
 
11.
The adoption or amendment or grant of rights under any incentive plan established by the Company.
 
38
Schedule 2
Preferred Shareholders Reserved Matters
 
1.
Authorising issue of any Shares, or securities convertible into Shares to any person.
 
2.
Any Exit Transaction that would result in the Preferred Shareholders receiving a return on their Preferred Shares (which when aggregated with prior returns) in an amount less than an amount equal to its investment plus an amount representing an IRR on their Capital Contributions actually made of seven percent (7%), it being understood that an Exit Transaction which would result in holders of Preferred Shares owning Ordinary Shares or receiving a return (which when aggregated with prior returns) in an amount equal to or more than an amount equal to its investment plus and amount representing an IRR on their Capital Contributions of seven percent (7%) and any actions related to such an Exit Transaction shall not constitute a Preferred Shareholders Reserved Matter.
 
3.
Effecting any merger or consolidation of the Company with any other entity, of any form.
 
4.
Amending, altering or repealing any of the provisions of the Articles in any manner which materially and adversely could affect the preferences, privileges, restrictions or other rights of the Preferred Shares including for the avoidance of doubt any extension of the Conversion Date.
 
5.
Entry into, amendment or termination, of any agreement or transaction with the Key Person and/or KP Investor and/or the Other KP Investor or any of their respective affiliates.
 
6.
Changing the Company’s tax status or jurisdiction of organization.
 
7.
Cessation of business or winding up of the Company otherwise than as required by law or as contemplated pursuant to clause 17.5.
 
For the purpose of Schedule 1 and this Schedule 2, where an IRR is to be determined with respect to any Shareholder as of any date, it shall be computed using the XIRR function in Microsoft Excel as follows:
 

 (a)
for this calculation the aggregate amount of Capital Contributions made to the Company by such Preferred Shareholder before, on or after the date of this Agreement shall be considered outflows (and have a negative sign in the Microsoft Excel spreadsheet);
 

 (b)
the date of outflows shall be the date of receipt of such Capital Contributions by the Company;
 

 (c)
for this calculation , without duplication, all distributions received by such Preferred Shareholder pursuant to this Agreement shall be considered inflows (and have a positive sign in the Microsoft Excel spreadsheet), including all Preferred Dividend payments and return of capital distributions received by such Preferred Shareholder pursuant to the Articles, in each case in respect of such Preferred Shareholder’s Shares (including for the avoidance of doubt, its Ordinary Shares);
 

 (d)
the dates of inflows shall be the dates of receipt of such distributions from the Company by such Preferred Shareholder in respect of such Shareholder’s Shares;
 

 (e)
if any Share is transferred in accordance with the terms of this Agreement, then, for purposes of calculating the IRR:
 

 (i)
the transferee shall be deemed to have made the Capital Contributions made by the transferor to the Company and received the distributions received by the transferor from the Company (as of the date(s) such Capital Contribution(s) or distribution(s) were initially made or received) or, in the case of a transfer of less than the transferor’s entire Shares, a portion of such Capital Contributions pro rata to the number of Shares actually transferred; and
 

 (ii)
the transferor shall be deemed not to have made such Capital Contributions and not to have received such distributions.
 
39
Schedule 3
Deed of Adherence

THIS DEED OF ADHERENCE is made on
 
BY:
 
[insert name of New Shareholder] of [insert address of New Shareholder] (the New Shareholder) in favour of the persons whose names are set out in the Schedule to this deed and is supplemental to the Second Amended and Restated Subscription and Shareholders’ Agreement dated [•] 202[5] between Neptune Maritime Leasing Limited (the Company), Snow White Investments Limited, Costamare Inc., Codrus Capital A.G., the Individual Investors (as defined therein) and International Maritime Holdings A.G. (the Agreement).  Terms defined in the Agreement shall have the same meaning herein.
 
THE NEW SHAREHOLDER AGREES AS FOLLOWS:
 
1.
The New Shareholder confirms that it has read a copy of the Agreement and covenants with each other Shareholder and the Company to perform and be bound by all the terms of the Agreement as if the New Shareholder were named in the Agreement as [and A Shareholder/B Shareholder/C Shareholder [and] a Preferred Shareholder]*.
 
2.
This deed is governed by English law.
 
[Include jurisdiction clause and agent for service clause in appropriate circumstances.]
 
IN WITNESS whereof this deed has been executed by the New Shareholder and is intended to be and is hereby delivered on the date first above written.
 
[*Delete as applicable]

EXECUTED as a DEED
by
[insert name of New Shareholder]
in the presence of:
)
)
)
)
     
Signature
    

   
Name
    

   
Address
    

   
Occupation
    

40
Schedule 4
Fair Market Value
 
1.
This Schedule shall apply in relation to the determination of Fair Market Value pursuant to this Agreement.
 
2.
The Fair Market Value shall be determined in accordance with this Schedule 4 by the Athens office of such of Ernst & Young, KPMG, Deloitte or PricewaterhouseCoopers or by Morgan Stanley investment bank as is in the case where determination of the Fair Market Value is required as a result of the operation of:
 

 (a)
clause 17 (Compulsory transfer), selected and appointed by the Exercising Non-Defaulting Party holding the largest number of votes attaching to Ordinary Shares; and
 

 (b)
clause 11 (Deadlock provisions) as agreed between the New Investor and the Blocking Shareholder or if no such agreement is reached within 15 Business Days of the relevant Deadlock Transfer Notice then each of the New Investor and the Blocking Shareholder shall appoint one of the organisations mentioned above as it may choose (in which case the provisions of this Schedule 4 shall be deemed to be modified so as to apply equally to both such valuers with the Fair Market Value being the average of the two valuations and with each appointing Shareholder bearing the costs of the valuer it has appointed),
 
provided in either such case such company or firm does not have a significant relationship with the Exercising Non-Defaulting Party/Blocking Shareholder or the New Investor (as applicable) or their respective affiliates which might give rise to a conflict of interest.
 
3.
The relevant Shareholders shall enter into an appropriate form of appointment of the accounting firm or investment bank as so selected (in either case, the Valuer) as soon as reasonably practicable (and in any event within 30 days) following the determination in accordance with paragraph 2 of this Schedule 4 and shall act reasonably in agreeing the terms and conditions of such appointment, including in respect of fees (which shall be borne by: (a) the Defaulting Shareholder in the case of the operation of clause 17 (Compulsory transfer); and (b) the relevant Shareholders in equal amounts in the case of the operation of clause 11 (Deadlock provisions)) and any exclusions and limitations of liability where it can be reasonably demonstrated that such terms and conditions reflect market standard provisions for such appointments.
 
4.
The Valuer shall be instructed to certify in writing, within 20 Business Days of its appointment, the Fair Market Value of the relevant class (or classes) of Share.
 
5.
The Valuer shall determine the Fair Market Value of the relevant Shares on the following assumptions and bases (for the avoidance of doubt, excluding always any intangible asset of any kind such as goodwill, trademarks, etc.):
 

 (a)
valuing the Shares to be sold on the basis of:
 

 (i)
the Net Present Value of the Company; plus
 

 (ii)
in respect of any other JV Group Company, the Net Present Value of such JV Group Company taking into account the participation percentage of the Company to such JV Group Company; plus
 

 (iii)
the value of the relevant JV Group Company’s tangible assets (including, but not limited to, real estate and cash) as long as they are not included in the Net Present Value of that JV Group Company; less
 

 (iv)
any liabilities of the relevant JV Group Company as long as they are not included in the Net Present Value of that JV Group Company;
 

 (b)
that the Shares to be sold are capable of being transferred without restriction;
 
41

 (c)
valuing the relevant Shares to be sold as a rateable proportion of the total value of all the issued Shares of that class without any premium or discount being attributed to the percentage of the issued Shares of that class which they represent;
 

 (d)
save where the Company has ceased to carry on business as a going concern, the determination of the Fair Market Value shall be on the basis that the Company is (and the Subsidiaries, if any, are) carrying on business as a going concern (for the avoidance of doubt, the Valuer(s) shall always take into account contracted revenues only), and will continue to do so;
 

 (e)
if relevant, there shall be taken into account any loss, damages and costs suffered or incurred or to be suffered or incurred by the Company or any other JV Group Company as a result of the occurrence of the Event of Default which resulted in a Compulsory Transfer Notice being served;
 

 (f)
the Fair Market Value shall be determined as at the date of the Compulsory Transfer Notice;
 

 (g)
the Valuer shall determine the Fair Market Value using the discounted cash flow model valuation methodology;
 

 (h)
the Valuer may consult with (or obtain valuations from) such valuers or other professionals as it shall see fit prior to making its determination, provided that the fees of such other valuers or other professionals have been agreed in advance by the Exercising Non-Defaulting Party or, as the case may be, the New Investor and/or the Blocking Shareholder appointing and selecting the Valuer (such fees shall be borne by the Shareholders as provided above in this Schedule 4 and, for the avoidance of doubt, in the event that a Valuer is appointed by each of the New Investor and the Blocking Shareholder, each one will pay for the fees of such other valuers or other professionals appointed by the Valuer appointed by it);
 

 (i)
the Valuer shall be deemed to be acting as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties;
 

 (j)
the Parties shall procure that there is made available to the Valuer such information relating to the JV Group as it may reasonably require in order to determine the Fair Market Value;
 

 (k)
each of the Shareholders shall be entitled to make written representations and cross representations to the Valuer, which representations shall be copied to the other Shareholders;
 

 (l)
the Valuer’s determination shall include a determination of the Transfer Price, as well as the Fair Market Value; and
 

 (m)
a copy of the Valuer’s determination of the Fair Market Value, and of the Transfer Price, shall be provided to the Shareholders.
 
6.
If any difficulty arises in applying any of these assumptions or bases then the Valuer shall resolve that difficulty in such manner as it/they shall in its absolute discretion think fit.
 
Net Present Value means, in relation a JV Group Company, the contracted revenues less the expenses incurred in relation to such contracted revenues (such net figure discounted at a rate to be determined by the Valuer in accordance with Schedule 4), in each case, of that JV Group Company.
 
42
Schedule 5
Completion of sale and purchase of Shares
 
1.
Any sale of Shares from one Shareholder (the Seller) to another Shareholder or the Company (the Buyer) pursuant to this Agreement shall be completed in accordance with this Schedule 5.
 
2.
At completion of any sale referred to in clause 17, the following shall take place, save where any requirement on one party has been waived by the other party the Seller shall:
 

 (a)
deliver or cause to be delivered to the Buyer (or as it may direct) a duly executed transfer or transfers in favour of the Buyer (or as it may direct) in respect of the Shares held by the Seller, accompanied by the relevant share certificates or other documents of title and any power of attorney or other authority under which such transfer or transfers have been executed, together with a power of attorney in a form and in favour of a person nominated by the Buyer enabling the Buyer, pending registration, to exercise all rights of ownership in relation to the Shares held by the Seller, including voting rights;
 

 (b)
if applicable, procure the resignation of all its appointees to the Board such resignations to take effect without any liabilities on the Company on any grounds; and
 

 (c)
do all such other things and execute all such other documents as the Buyer may reasonably require to give effect to the sale and purchase of the relevant Shares and the other matters described in this Schedule 5.
 
3.
The Buyer shall pay to the Seller (or as it may direct) by electronic funds transfer to the account notified by the Seller to the Buyer the purchase price for such Shares as determined in accordance with this Agreement.
 
4.
If the Seller fails or refuses to transfer any Shares in accordance with this Schedule 5 the Buyer may serve a default notice.  Within two Business Days of service of such default notice (unless such non‑compliance has previously been remedied to the reasonable satisfaction of the Buyer), the Seller shall cease to exercise any of its powers or rights in relation to management of, and participation in the profits of, the Company under this Agreement, the Articles or otherwise. The Directors appointed by the Seller (or its predecessor in title) shall not:
 

 (a)
be entitled to vote at any Board Meeting;
 

 (b)
be required to attend any meeting of Directors in order to constitute a quorum; or
 

 (c)
be entitled to receive or request any information from the Company.
 
5.
Each of the Buyer and Seller appoints the other (or any Director or Directors appointed by that other) irrevocably and by way of security for the performance of the appointor’s obligations under this Schedule 5 and as the appointor’s attorney or attorneys, to execute any document necessary to give effect to this Schedule 5.  Each Buyer or Seller undertakes to ratify whatever any attorney shall lawfully do or cause to be done in accordance with such power of attorney and to pay to the attorney on demand an amount equal to all Losses which the attorney may suffer or incur as a result of the lawful exercise by him of the powers conferred under such power of attorney.
 
6.
If the Seller complies with its obligations under this Schedule 5 but the Buyer fails to pay to the Seller the amounts it is obliged to pay on the stipulated completion date then such monies shall bear interest at the Default Interest Rate.
 
43
Schedule 6
Form of Call Notice
 
[Letterhead of the Company or Manager]
 
[Date]
 
To:
[Shareholder]
 
[Address]
 
For the attention of: [Shareholder’s Contact]
 
Dear Sirs
 
Neptune Maritime Leasing Limited:  Notice of Call
 
We refer to the Second Amended and Restated Subscription and Shareholders Agreement dated [•] 202[5] between Neptune Maritime Leasing Limited (the Company), Snow White Investments Limited, Costamare Inc., the Individual Investors (as defined therein), International Maritime Holdings A.G. and Codrus Capital AG relating to the Company (the Subscription and Shareholders Agreement). Terms defined in the Subscription and Shareholders Agreement have the same meaning in this Notice.
 
[For the purpose of this letter we are acting on behalf of the Company pursuant to clause 6.2 of the Subscription and Shareholder Agreement.] We hereby give you notice pursuant to clause 6 of the Subscription and Shareholders Agreement that you are required to make the following subscription for Preferred Shares and [B][C] Shares in accordance with clause 6 of the Subscription and Shareholders Agreement:
 
 
Currency:
  
US dollars
       
 
Class of Shares:
  
Preferred Shares
       
 
Subscription price per Preferred Share called:
  
US$[•]
       
 
Total number of Preferred Shares to be subscribed pursuant to this Call:
  
[•]
       
 
[Total number of [B][C] Shares to be subscribed pursuant to this Call (for US$1 in total):]
  
[•]
       
 
[Aggregate number of A Shares to be issued to the KP Investor (for US$1 in total):]1
  
[[•]]
       
 
Capital Contribution Date:
  
[•]
       
 
Escrow Account Details:
    
       
 
Bank Account Name:
    
       
 
Account Number:
    
       
 
Method of payment:
    
       

1 Bracketed text to be deleted for Preferred Shareholders who are not entitled to receive Ordinary Shares.

44
For and on behalf of Neptune Maritime Leasing Limited:


  
     
Signatory:


45
Schedule 7
Privacy Notice
 
This privacy notice explains the manner in which the Company collects, processes and maintains personal data about you pursuant to the Data Protection Law.
 
You should review this notice carefully as it contains information about the treatment of your personal data and your rights under the Data Protection Law.
 
Interpretation: For the purposes of this privacy notice: (i) Data Protection Law means any applicable law from time to time relating to the processing of personal data and/or privacy, including the Data Protection (Jersey) Law 2018, as amended from time to time and the General Data Protection Regulation (EU) 2016/679 (ii) data controller, data processor, data subject, personal data, and processing shall have the meanings given to them under the Data Protection Law, (iii) we, us or our means the Company, in its capacity as data controller and/or data processor (as applicable) of the personal data, and (iv) you or your means the subscriber for Shares in the Company and includes any person owning or controlling the subscriber, having a beneficial interest in the subscriber, or for whom the subscriber is acting as agent or nominee.
 
Sources of personal data: The Company collects personal data (including identifiers such as names, date of birth, gender, addresses, nationalities, tax identification numbers, and financial and investment qualifications, bank details and telephone/mobile numbers) about subscribers mainly through the following sources:
 

 (a)
subscription forms, investor questionnaires and other information provided by the subscriber in writing (including any anti-money laundering, identification, and verification documentation), in person, by telephone (which may be recorded), electronically or by any other means;
 

 (b)
transactions within the Company, including account balances, investments, distributions, payments and withdrawals;
 

 (c)
information captured on our website, including registration information and any information captured via cookies, and
 

 (d)
we may also collect personal data relating to you from credit reference agencies and available public databases or data sources, such as news outlets, websites and other media sources and international sanctions lists.
 
Purposes: The storage, processing and use of personal data will take place for the following purposes:
 
Where the processing is necessary for compliance with a legal obligation to which the Company is subject to comply with in-house procedures and statutory/regulatory requirements applicable to the Company (including under FATCA, CRS, AML legislation and customer due diligence verification purposes).
 
Where the processing is necessary for the Company to perform a contract to which you are a party or for taking pre-contract steps at your request
 

 (a)
to manage or administer your commitments and/or interests and any related accounts on an ongoing basis;
 

 (b)
to administer and operate the Company;
 

 (c)
to verify the identity of the Company in connection with any actual or proposed investments of the Company and/or for any purpose which the Company considers is necessary or desirable to further the interests of the Company;
 
46

 (d)
risk management and risk controlling purposes relating to the Company or any entity in the same group as the Company.
 
Where the processing is necessary in order to pursue the Company’s or a third party’s legitimate interests
 

 (a)
for direct marketing purposes;
 

 (b)
to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with our legal, compliance, risk and managerial staff to assess suspicious activities;
 

 (c)
to investigate and respond to any complaints about us and to help maintain service quality and train staff to deal with complaints and disputes.
 
Where you consent to the processing of personal data
 

 (a)
for any other specific purpose to which you have given specific consent.
 
As a data controller, we will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
 
Automated decision-making
 
We do not envisage that any decisions will be taken about you using fully automated means, however we will notify you in writing if this position changes.
 
Disclosure of personal data: Any disclosure of personal data shall be in accordance with the obligations of the disclosing party under the Data Protection Law. Further:
 

 (a)
where you have notified us of your adviser, the personal information provided may be shared with such adviser. You must notify us in writing if you no longer wish us to share your personal information with your adviser or of any change to your adviser. Your adviser should have its own arrangements with you about its use of your personal information;
 
 
(b)
we may share your personal information with companies or other entities or persons affiliated with the Company and any third party to whom the Company may delegate or may appoint as service provider in respect of certain functions in relation to the Company which may include an auditor, administrator, registrar, distributor and/or other fund service providers (Processors) for the purposes set out in this Privacy Notice;
 
 
(c)
if we undergo a group reorganization or are sold to a third party, the personal information provided to us may be transferred to that reorganized entity or third party and used for the purposes highlighted above;
 
 
(d)
in the course of the processing of personal data such personal data may be transferred to Processors situated or operating in countries outside of Jersey and the European Economic Area, and such countries may not have data protection laws equivalent to those in Jersey and the EEA. The Company will, where required to do so by law or where it considers appropriate, implement contracts which seek to ensure that any such entity is contractually bound to provide an adequate level of protection in respect of the personal data transferred to it and that any such transfer complies with the requirements of the Data Protection Law.
 
Subscriber rights: you have the right to:
 

 (a)
access your personal data;
 
47

 (b)
correct your personal data where it is inaccurate or incomplete;
 

 (c)
restrict under certain circumstances the further processing of your personal data;
 

 (d)
ask for erasure of your personal data under certain circumstances;
 

 (e)
object to the use of your personal data (including for direct marketing purposes);
 

 (f)
ask for personal data portability under certain circumstances.
 
Further, you may at your discretion refuse to communicate personal data to the Company or object to some processing of your personal data. There are, however, situations where the Company can refuse to comply with such a request.  For example, where it is subject to a legal or contractual obligation to process the data.  In this case, however, there may be implications in respect of your holding in the Company until such time as the requisite data has been provided.
 
Where the processing is based on consent, the withdrawal of consent shall not affect the lawfulness of processing for other reasons and based on other grounds where this is permitted under applicable law.
 
Exercise of rights: You may exercise your rights by writing to the Company at the following e-mail address: neptune@highvern.com (with copy to dataofficer@neptuneleasing.com). 
 
Complaints: Should you have any unresolved complaints in relation to the retention or processing of personal data, you may lodge a complaint with the Data Protection Authority in Jersey: Tel +44 (0)1534 716530 or at www.jerseyoic.org.
 
Retention of Personal Data: The personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing, subject to any limitation periods provided by law.
 
Changes to Privacy Notice: The Company reserves the right to update this Privacy Notice at any time, and will ensure that any update to this privacy notice is made available. We encourage you to regularly review this and any updated Privacy Notice to ensure that you are always aware of how personal data is collected, used, stored and disclosed. We may also notify you in other ways from time to time about the processing of your personal data.
 
For and on behalf of )
 /s/ James Bryant
 
 
 
Neptune Maritime Leasing Limited )
James Bryant

48
Execution page of Amended and Restated Subscription and Shareholders’ Agreement
 
Executed as a deed by SNOW WHITE


INVESTMENTS LIMITED acting by
/s/ Linda Murphy Sharon Burrows


Linda Murphy Sharon Burrows
     For and behalf of EFG Trust Company Limited, the director, as authorised signatories.
 Director

in the presence of:


/s/ Luisa Ybert

Witness name: Luisa Ybert



Witness address: 44 Esplanade, St Heiler




Jersey, JE13FG



Witness occupation: Assistant Manager

Executed as a deed by INTERNATIONAL


MARITIME HOLDINGS A.G acting by
/s/ Charalampos Antoniou


Charalampos Antoniou
 , a director, Director

in the presence of:


/s/ Kalliopi Makri-Antoniou

Witness name: Kalliopi Makri



Witness address: Bernoldweg, 14, 6300 Zug, Switzerland









Witness occupation: Investment Director

49
Execution page of Amended and Restated Subscription and Shareholders’ Agreement
 
Executed as a deed by CODRUS


CAPITAL A.G acting by
/s/ Kalliopi Makri-Antoniou


Kalliopi Makri-Antoniou , a director, Director

in the presence of:



/s/ Charalampos Antoniou

Witness name: Charalampos Antoniou



Witness address: Bernoldweg, 14, 6300 Zug, Switzerland









Witness occupation: Private Investor

Executed as a deed by COSTAMARE INC.


acting by
/s/ Gregory Zikos


Gregory Zikos
 , a director, Director

in the presence of:



/s/ Christos Magklaras

Witness name: Christos Magklaras



Witness address: 60 Zaphyrou Street, Athens, Greece









Witness occupation: Solicitor

50
Execution page of Amended and Restated Subscription and Shareholders’ Agreement
 
Executed as a deed by STEPHEN ASPLIN



/s/ Stephen Asplin

in the presence of:



/s/ Andreas Gelfort

Witness name: Andreas Gelfort



Witness address: Valeriusstraat 44h




1071 MK Amsterdam



Witness occupation: Senior Consultant

Executed as a deed by KONSTANTINOS KARAMANIS



/s/ Konstantinos Karamanis

in the presence of:



/s/ Elena Gryllaki Karamanis

Witness name: Elena Gryllaki Karamanis



Witness address: Markou Botsari 30, 15237 Athens Greece









Witness occupation: N/A

51
Execution page of Amended and Restated Subscription and Shareholders’ Agreement
 
Executed as a deed by NEPTUNE MARITIME LEASING LIMITED acting by,



/s/ James Bryant


James Bryant
 , a director, Director

in the presence of:



/s/ Kitty Fletcher

Witness name: Kitty Fletcher



Witness address: Whiteley Chambers, Don Street,




St Helier, Jersey, JE2 4TR



Witness occupation: Senior Fund Administrator


52
EX-8.1 9 ef20064083_ex8-1.htm EXHIBIT 8.1
EXHIBIT 8.1

Name of Subsidiary
Jurisdiction of Incorporation
  
Proportion of Ownership Interest
ACHILLEAS MARITIME CORPORATION. 
Liberia
  
100%
ADELE SHIPPING CO. 
Liberia
  
100%
ALFORD SHIPPING CO 
Liberia
  
100%
ALNESS SHIPPING CO. 
Liberia
  
100%
ALTON SHIPPING CO 
Liberia
  
100%
ARNISH SHIPPING CO 
Liberia
  
100%
BAILS SHIPPING CO. 
Liberia
  
100%
BARKLEY SHIPPING CO. 
Liberia
  
100%
BASTIAN SHIPPING CO. 
Liberia
  
100%
BERG SHIPPING CO. 
Liberia
  
100%
BOWNESS SHPPING CO 
Liberia
  
100%
CADENCE SHIPPING CO. 
Liberia
  
100%
CAPETANISSA MARITIME CORPORATION. 
Liberia
  
100%
CARAVOKYRA MARITIME CORPORATION. 
Liberia
  
100%
CARRAN SHIPPING CO. 
Liberia
  
100%
CHRISTOS MARITIME CORPORATION. 
Liberia
  
100%
COLTON SHIPPING CO 
Liberia
  
100%
CONLEY SHIPPING CO. 
Liberia
  
100%
COSTACHILLE MARITIME CORPORATION. 
Liberia
  
100%
COTNESS SHIPPING CO. 
Liberia
  
100%
CRERAN SHIPPING CO 
Liberia
  
100%
DAINA SHIPPING CO 
Liberia
  
100%
DALNESS SHIPPING CO. 
Liberia
  
100%
DALSTON SHIPPING CO 
Liberia
  
100%
DURNESS SHIPPING CO 
Liberia
  
100%
DUVAL SHIPPING CO. 
Liberia
  
100%
EVANTONE SHIPPING CO. 
Liberia
  
100%
FANAKOS MARITIME CORPORATION. 
Liberia
  
100%
FARLETON SHIPPING CO 
Liberia
  
100%
FINNEY SHIPPING CO. 
Liberia
  
100%
FIRMINO SHIPPING CO. 
Liberia
  
100%
FORTROSE SHIPPING CO. 
Liberia
  
100%
GLASSERTON SHIPPING CO 
Liberia
  
100%
GREALIN SHIPPING CO. 
Liberia
  
100%
HACKNESS SHIPPING CO. 
Liberia
  
100%
HARDEN SHIPPING CO. 
Liberia
  
100%
HARDISTY SHIPPING CO. 
Liberia
  
100%
HOLLER SHIPPING CO. 
Liberia
  
100%
INVERIE SHIPPING CO. 
Liberia
  
100%
INVIRIE SHIPPING CO. 
Liberia
  
100%
JODIE SHIPPING CO. 
Liberia
  
100%
KALAMATA SHIPPING CORPORATION. 
Liberia
  
100%
KAYLEY SHIPPING CO. 
Liberia
  
100%
KELSEN SHIPPING CO. 
Liberia
  
100%
LENTON SHIPPING CO 
Liberia
  
100%
LENTRAN SHIPPING CO. 
Liberia
  
100%
LOCKNESS SHIPPING CO 
Liberia
  
100%
LOCKTON SHIPPING CO 
Liberia
  
100%
LONGLEY SHIPPING CO. 
Liberia
  
100%
LUPTON SHIPPING CO 
Liberia
  
100%
LYNESS SHIPPING CO 
Liberia
  
100%
MADELIA SHIPPING CO. 
Liberia
  
100%
MARINA MARITIME CORPORATION. 
Liberia
  
100%
MERTEN SHIPPING CO. 
Liberia
  
100%
NAVARINO MARITIME CORPORATION. 
Liberia
  
100%
NERIDA SHIPPING CO. 
Liberia
  
100%
NESS SHIPPING CO 
Liberia
  
100%
NISBET SHIPPING CO. 
Liberia
  
100%


Name of Subsidiary
Jurisdiction of Incorporation
  
Proportion of Ownership Interest
NML EBURY TRADER SA 
Liberia
  
39%*
NML IGM AMETHYST SA 
Liberia
  
39%*
NML SPM ALPHA SA 
Liberia
  
39%*
NML SPM BHEEM SA 
Liberia
  
39%*
NML SPM NEEL PRATAR 150 SA 
Liberia
  
39%*
NML VENI S.A. 
Liberia
  
39%*
NOVARA SHIPPING CO. 
Liberia
  
100%
ORRIN SHIPPING CO. 
Liberia
  
100%
PEDDAR SHIPPING CO. 
Liberia
  
100%
PERCY SHIPPING CO. 
Liberia
  
100%
PLANGE SHIPPING CO. 
Liberia
  
100%
QUENTIN SHIPPING CO. 
Liberia
  
100%
RADER SHIPPING CO. 
Liberia
  
100%
RAYMOND SHIPPING CO. 
Liberia
  
100%
REDDICK SHIPPING CO. 
Liberia
  
100%
REEDNESS SHIPPING CO 
Liberia
  
100%
RENA MARITIME CORPORATION. 
Liberia
  
100%
ROCKWELL SHIPPING CO. 
Liberia
  
100%
ROGART SHIPPING CO. 
Liberia
  
100%
SANDER SHIPPING CO. 
Liberia
  
100%
SAVAL SHIPPING CO. 
Liberia
  
100%
SIMONE SHIPPING CO. 
Liberia
  
100%
SINGLETON SHIPPING CO. 
Liberia
  
100%
SPEDDING SHIPPING CO. 
Liberia
  
100%
STEWARTON SHIPPING CO 
Liberia
  
100%
SUNWICK SHIPPING CO 
Liberia
  
100%
TANERA SHIPPING CO. 
Liberia
  
100%
TATUM SHIPPING CO. 
Liberia
  
100%
TERANCE SHIPPING CO. 
Liberia
  
100%
TOTNESS SHIPPING CO. 
Liberia
  
100%
TIMPSON SHIPPING CO. 
Liberia
  
100%
UNDINE SHIPPING CO. 
Liberia
  
100%
URIZA SHIPPING S.A. 
Liberia
  
100%
VERANDI SHIPPING CO. 
Liberia
  
100%
VERNES SHIPPING CO. 
Liberia
  
100%
VIRNA SHIPPING CO. 
Liberia
  
100%
WALSTON SHIPPING CO 
Liberia
  
100%
WESTER SHIPPING CO. 
Liberia
  
100%
WIDNESS SHIPPING CO.. 
Liberia
  
100%
WRABNESS SHIPPING CO.. 
Liberia
  
100%
AINSLEY MARITIME CO. 
Marshall Islands
  
100%
AMBROSE MARITIME CO. 
Marshall Islands
  
100%
BEARDMORE MARITIME CO. 
Marshall Islands
  
100%
BENEDICT MARITIME CO. 
Marshall Islands
  
100%
BERTRAND MARITIME CO. 
Marshall Islands
  
100%
COSTAMARE CHINA PARTICIPATIONS INC. 
Marshall Islands
  
100%
COSTAMARE CHINA HOLDINGS INC. 
Marshall Islands
  
100%
COSTAMARE VENTURES INC. 
Marshall Islands
  
100%
FAIRBANK MARITIME CO. 
Marshall Islands
  
100%
GEYER MARITIME CO. 
Marshall Islands
  
100%
HYDE MARITIME CO. 
Marshall Islands
  
100%
KEMP MARITIME CO. 
Marshall Islands
  
100%
NML AGHIA DYNAMI LLC 
Marshall Islands
  
39%*
NML AGHIA MARINA LLC 
Marshall Islands
  
39%*
NML ALDEBARAN LLC. 
Marshall Islands
  
39%*
NML AM PANTHER LLC 
Marshall Islands
  
39%*
NML AM PEARL LLC 
Marshall Islands
  
39%*
NML AM PHOENIX LLC 
Marshall Islands
  
39%*
NML AM PRECIOUS LLC 
Marshall Islands
  
39%*
NML AM PROSPERITY LLC. 
Marshall Islands
  
39%*
NML ATHENS TRADER LLC. 
Marshall Islands
  
39%*


Name of Subsidiary
Jurisdiction of Incorporation
  
Proportion of Ownership Interest
NML ATLAS LLC. 
Marshall Islands
  
39%*
NML BULK COLOMBIA LLC. 
Marshall Islands
  
39%*
NML BULK HONDURAS LLC. 
Marshall Islands
  
39%*
NML CLARABELLE LLC. 
Marshall Islands
  
39%*
NML COHIBA LLC. 
Marshall Islands
  
39%*
NML CRETANSEA LLC. 
Marshall Islands
  
39%*
NML ELEOVRYTISSA LLC 
Marshall Islands
  
39%*
NML ENERGY DUCHESS LLC 
Marshall Islands
  
39%*
NML ENERGY EMPRESS LLC 
Marshall Islands
  
39%*
NML ENERGY PACE LLC 
Marshall Islands
  
39%*
NML ENERGY PARADISE LLC 
Marshall Islands
  
39%*
NML ENERGY PARTNER LLC 
Marshall Islands
  
39%*
NML ENERGY PASSION LLC 
Marshall Islands
  
39%*
NML ENERGY SWAN LLC 
Marshall Islands
  
39%*
NML ETHRA DIAMOND LLC. 
Marshall Islands
  
39%*
NML ETHRA I LLC. 
Marshall Islands
  
39%*
NML ETHRA II LLC. 
Marshall Islands
  
39%*
NML ETHRA WAVE LLC. 
Marshall Islands
  
39%*
NML FORTUNELIT LLC 
Marshall Islands
  
39%*
NML GERANIUM LLC. 
Marshall Islands
  
39%*
NML GLAMLIT LLC 
Marshall Islands
  
39%*
NML HASOONLIT LLC 
Marshall Islands
  
39%*
NML HOLDING LLC. 
Marshall Islands
  
39%*
NML IPOMEA LLC. 
Marshall Islands
  
39%*
NML LANTANA LLC. 
Marshall Islands
  
39%*
NML LIMA TRADER LLC. 
Marshall Islands
  
39%*
NML MAERSK NADI LLC 
Marshall Islands
  
39%*
NML MAERSK NANSHA LLC 
Marshall Islands
  
39%*
NML MAERSK NILE LLC 
Marshall Islands
  
39%*
NML MAITACA ARROW LLC. 
Marshall Islands
  
39%*
NML MANILA TRADER LLC. 
Marshall Islands
  
39%*
NML MEZEREON LLC 
Marshall Islands
  
39%*
NML NERINE LLC 
Marshall Islands
  
39%*
NML NIGHTSHADE LLC. 
Marshall Islands
  
39%*
NML NOR NAOMI LLC. 
Marshall Islands
  
39%*
NML OSLO TRADER LLC. 
Marshall Islands
  
39%*
NML PORTAITISSA LLC 
Marshall Islands
  
39%*
NML ROME TRADER LLC. 
Marshall Islands
  
39%*
NML STARWORT LLC 
Marshall Islands
  
39%*
NML SUPERBA LLC. 
Marshall Islands
  
39%*
NML TAZ LLC 
Marshall Islands
  
39%*
NML TRUSTEE LLC. 
Marshall Islands
  
39%*
NML TURNSOL LLC 
Marshall Islands
  
39%*
NML VENI LLC 
Marshall Islands
  
39%*
SCHOFIELD MARITIME CO. 
Marshall Islands
  
100%
SKERRETT MARITIME CO. 
Marshall Islands
  
100%
SYKES MARITIME CO. 
Marshall Islands
  
100%
NEPTUNE MARITIME LEASING LIMITED 
Jersey Islands
  
39%*

* Costamare Inc. is the controlling shareholder of Neptune Maritime Leasing Limited (“Neptune”) and its subsidiaries, through its ownership of a special share which carries 75% of the voting rights of Neptune.
EX-12.1 10 ef20064083_ex12-1.htm EXHIBIT 12.1
EXHIBIT 12.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Konstantinos Konstantakopoulos certify that:
1.
I have reviewed this annual report on Form 20-F of Costamare Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.



Dated: March 4, 2026
  



 

By:
 /s/ Konstantinos Konstantakopoulos

 
Name: Konstantinos Konstantakopoulos
  

 
Title: Chief Executive Officer
  


EX-12.2 11 ef20064083_ex12-2.htm EXHIBIT 12.2
EXHIBIT 12.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Gregory Zikos, certify that:
1.
I have reviewed this annual report on Form 20-F of Costamare Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.



Dated: March 4, 2026
  



 

By:
 /s/ Gregory Zikos  


Name: Gregory Zikos
  


Title: Chief Financial Officer
  


EX-13.1 12 ef20064083_ex13-1.htm EXHIBIT 13.1
EXHIBIT 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of Costamare Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), for the period ending December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.
Date: March 4, 2026
  



 

By:
 /s/ Konstantinos Konstantakopoulos  


Name: Konstantinos Konstantakopoulos
  


Title: Chief Executive Officer
  


EX-13.2 13 ef20064083_ex13-2.htm EXHIBIT 13.2
EXHIBIT 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 20-F of Costamare Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), for the period ending December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.
Date: March 4, 2026
  



 

By:
 /s/ Gregory Zikos
  


Name: Gregory Zikos
  


Title: Chief Financial Officer
  


EX-15.1 14 ef20064083_ex15-1.htm EXHIBIT 15.1
Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:


 (1)
Registration Statement (Form F-3 No. 333-212415) of Costamare Inc. and


(2)
Registration Statement (Form F-3 No. 333-278366) of Costamare Inc.;

of our reports dated March 4, 2026, with respect to the consolidated financial statements of Costamare Inc. and the effectiveness of internal control over financial reporting of Costamare Inc. included in this Annual Report (Form 20-F) of Costamare Inc. for the year ended December 31, 2025.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece
March 4, 2026