Costamare Inc. Annual Report 2023

FY2023 Annual Report · Costamare Inc.

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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, 2023

□ 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
Common Stock, $0.0001 par value per share
Preferred stock purchase rights
Series B Preferred Shares, $0.0001 par value per share
Series C Preferred Shares, $0.0001 par value per share
Series D Preferred Shares, $0.0001 par value per share
Series E Preferred Stock, $0.0001 par value per share

Trading
Symbol(s)
CMRE

CMRE.PRB
CMRE.PRC
CMRE.PRD
CMRE.PRE

Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
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.
118,374,623 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
4,574,100 Series E 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 □
Emerging growth company □

Accelerated filer ☒

Non-accelerated filer □

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

ii
ABOUT THIS REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS . . . . . . . . .
1
OFFER STATISTICS AND EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . .
KEY INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
INFORMATION ON THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
OPERATING AND FINANCIAL REVIEW AND PROSPECTS. . . . . . . . . . . . . . . . . . . . 68
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES . . . . . . . . . . . . . . . . . . . . 103
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS. . . . . . . . . . . . 107
FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
THE OFFER AND LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . 136
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES . . . . . . . . . . 138
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES . . . . . . . . . . . . . . . . 139
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND

ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4.A.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.

ITEM 13.
ITEM 14.

ITEM 15.
ITEM 16.A.
ITEM 16.B.
ITEM 16.C.
ITEM 16.D.
ITEM 16.E.

ITEM 16.F.
ITEM 16.G.
ITEM 16.H.
ITEM 16.I.

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
AUDIT COMMITTEE FINANCIAL EXPERT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
CODE OF ETHICS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. . . 141
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED

PURCHASERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT . . . . . . . . . . . . . . . . . . . 142
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
MINE SAFETY DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

ITEM 16.K.

INSPECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
CYBERSECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

ITEM 17.
ITEM 18.
ITEM 19.

In this annual report, unless otherwise indicated:

ABOUT THIS REPORT

•

‘‘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’’ and, together with the Series B Preferred Stock, the Series C Preferred
Stock and the Series D Preferred Stock, the ‘‘Preferred Stock’’) or the context otherwise indicates, they
refer specifically to Costamare Inc.;

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 March 19, 2024.

We use the term ‘‘twenty foot equivalent unit’’ (‘‘TEU’’), the international standard measure of containers,
in describing the capacity of our containerships. We use the term deadweight ton (‘‘dwt’’) in describing the size
of dry bulk vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the
maximum weight of cargo and supplies that a vessel can carry.

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, ocean-going containership and dry bulk 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 dry bulk operating platform, including uncertainty related to the introduction of a
new line of business for the Company, the fact that the chartering-in and chartering-out of dry bulk
vessels is inherently more volatile than traditional vessel ownership and risks associated with derivative
instruments such as forward freight agreements and bunker hedging;

risks related to our leasing business, including uncertainty related to the introduction of a new line of
business for the Company, as well as exposure to new 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, including any
new outbreaks or variants of COVID-19 that may emerge;

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 dry bulk
vessels and opportunities for the profitable operations of our vessels;

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;

iii

•

future, pending or recent acquisitions of vessels or other assets, the recent commencement of operations
of our dry bulk platform, our business strategy, areas of possible expansion and expected capital
spending or operating expenses, including the recent investment in a 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 or the useful lives of our vessels;

the availability of key employees and crew, the length and number of off-hire days, dry-docking
requirements, 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.

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;

The operation of dry bulk vessels entails certain unique operational risks, which could affect our
business, financial condition, results of operations and ability to pay dividends;

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; and

A decrease in the level of China’s export of goods and import of raw materials 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.

Risks Inherent in Our Business

•

Delay in the delivery or cancelation of 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;

•

The increased volatility of our new dry bulk operating platform may have a material adverse effect on
our earnings and cash flow;

Declines in the value of our derivative instruments, such as forward freight agreements, could have an
adverse effect on our future performance, results of operations, cash flows and financial position;

•

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 stockholders;

• 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 stockholders;

•

• 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 multiple lines of business, including managing multiple fleets, 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;

Investors may view our having multiple lines of business, including ownership of multiple fleets,
negatively, which may decrease the trading price of our securities;

Holders of Preferred Stock have extremely limited voting rights; and

• Members of the Konstantakopoulos family are our principal existing stockholders and will effectively
be able to control the outcome of matters on which our stockholders 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 ocean-going 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 and major commodities carried by water internationally. We are exposed to
changes in charter rates in both the containership and dry bulk markets through both traditional vessel ownership
as well as our dry bulk operating platform.

Since the factors affecting the supply of and demand for containership and dry bulk vessels 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 and dry bulk vessels has generally been influenced by, among other factors:

•

supply of and demand for energy resources, commodities, semi-finished and finished consumer and
industrial products;

changes in the exploration or production of energy resources, commodities, semi-finished and finished
consumer and industrial products;

the location of regional and global exploration, production and manufacturing facilities;

the location of consuming regions for energy resources, commodities, 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 initial outbreak and resurgences of
COVID-19;

natural disasters and other disruptions in international trade;

disruptions and developments 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 and dry bulk 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;

vessel casualties;

the efficiency and age profile of the existing containership and dry bulk 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 and dry bulk charter markets. If the charter markets are 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, 2023, 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 Clarkson Research Services Limited (‘‘Clarkson Research’’) (based on $/TEU for 1993=100))
decreased by 36%, from 105.76 points in December 2022 to 67.36 points in December 2023. The decrease in
charter rates is mainly attributable to the newbuild containerships delivered during 2023 (2.3 million TEU
capacity), the further normalization in supply chains and a stagnant demand in seaborne container transportation.
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 Clarkson Research, seaborne container trade (in terms of million TEU transported) grew by a
compound annual growth rate of 2.2% per annum between 2014 and 2023. 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 3.7% following an increase of 6.6% in the
previous year. Clarkson Research estimates an increase in seaborne container trade from 200.3 million TEU in
2022 to 200.9 million TEU in 2023. Furthermore, according to Clarkson Research, future supply as represented
by the containership order-book as of December 2023 amounted to 24.5% of the existing fleet capacity, lower
than the respective percentage of 29.4% a year ago but still one of 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.

We charter our dry bulk vessels primarily on short-term time charters, and therefore, we are exposed to
changes in spot market rates, namely to short-term time charter rates and voyage charter rates, for dry bulk
vessels; such changes may affect our earnings and the value of our dry bulk vessels at any given time.
Conditions in the international dry bulk shipping market can be volatile and cyclical and have varied
significantly over the last decade. During 2022, mainly due to the conflict between Russia and Ukraine, the
COVID-19 lockdown policies in China and the emergence of inflationary pressures, demand for seaborne dry
bulk trade softened and time charter rates for Capesize, Panamax, Supramax and Handysize vessels (as measured
by the BCI, BPI-82, BSI-58 and BHSI-38 Indexes, respectively) dropped on average by 50% compared to
2021 levels. During 2023, the full removal of COVID-19 lockdown policies in China, the increased demand for

thermal coal and the reduction of transit flows in the Panama Canal, among other factors resulted in an increase
of 57% in time charter rates for the aforementioned categories. Weak or volatile conditions in the dry bulk
shipping sector may affect our ability to generate cash flows and maintain liquidity, as well as adversely affect
our ability to obtain financing.

An oversupply of containership or dry bulk vessel 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.

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. According to Clarkson
Research, as of December 2023, the containership order-book represented 24.5% of the existing fleet capacity,
66% 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,

Although the number of dry bulk vessels on order as a percentage of the dry bulk fleet in the water was at a

moderate level of 9% as of December 2023, such number can quickly increase if multiple orders by industry
participants and outside investors are placed. While the orderbook has consistently remained below 10% since
the beginning of 2020, dry bulk vessels older than 15 years represent 20% of all dry bulk vessels, which,
coupled with stricter environmental regulations relating to fuel oil emissions, could lead to increased activity in
newbuild orders for more fuel efficient vessels. If, due to an oversupply of dry bulk vessels, charter rates decline
upon the expiration or termination of our current charters, we may only be able to re-charter those vessels at
reduced rates or we may not be able to charter these vessels at all.

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 recent 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 stockholders.

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 and dry bulk vessel 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 or dry bulk vessels, 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;

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 stockholders.

The international dry bulk industry is highly competitive, and we may be unable to compete successfully for
charters on favorable terms with established companies or new entrants that may have greater resources and
access to capital, which may have a material adverse effect on our business, prospects, financial condition,
liquidity and results of operations.

The international dry bulk shipping industry is highly competitive, capital intensive and highly fragmented
with virtually no barriers to entry. Competition arises primarily from other vessel owners, some of whom may
have greater resources and access to capital than we have. In addition, we are a new entrant in the dry bulk
industry and some of our competitors may have more experience and more established customer relationships.
Competition among vessel owners for the seaborne transportation of dry bulk cargo can be intense and depends
on the charter rate, location, size, age, condition and the acceptability of the vessel and its operators to the
charterers. Many of our competitors have greater resources and access to capital than we have and operate larger
fleets than we may operate, and thus they could be able to offer lower charter rates or higher quality vessels than
we are able to offer. If this were to occur, we may be unable to retain or attract new charterers on attractive
terms, which may have a material adverse effect on our business, prospects, financial condition, liquidity and
results of operations.

Our operating results are subject to seasonal fluctuations, which could affect our operating results and the
amount of available cash with which we service our debt or could pay dividends.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a

result, in charter rates. This is particularly true for our dry bulk fleet. To the extent we operate vessels on
short-term time charters, index-linked time charters and voyage charters obtained in the spot market, this
seasonality may result in the future and has in the past resulted in quarter-to-quarter volatility in our operating
results which could affect our ability to pay dividends to our common stockholders. The dry bulk market is
typically stronger in the fall and spring months in anticipation of increased consumption of coal and other raw
materials in the northern hemisphere during the winter months and increased South American grain shipments
during spring. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and
supplies of certain commodities. As a result, our revenues may be weaker during the fiscal quarters ended
March 31 and September 30, and, conversely, our revenues may be stronger in fiscal quarters ended June 30 and
December 31.

The operation of dry bulk vessels entails certain unique operational risks, which could affect our business,
financial condition, results of operations and ability to pay dividends.

The operation of certain ship types, such as dry bulk vessels, has certain unique risks. With a dry bulk
vessel, the cargo itself and its interaction with the ship can be a risk factor. By their nature, dry bulk cargoes are
often heavy, dense, easily shifted, and may react badly to water exposure. In addition, dry bulk vessels are often
subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes
out of the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to
treatment during unloading procedures may be more susceptible to breach at sea. Furthermore, any defects or
flaws in the design of a dry bulk vessel may contribute to vessel damage. Hull breaches in dry bulk vessels may
lead to the flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its holds, the bulk cargo may
become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of the
vessel. If we are unable to adequately maintain our vessels, we may be unable to prevent these events.

Any of these circumstances or events may have a material adverse effect on our business, results of

operations, cash flows, financial condition and ability to pay dividends. In addition, the loss of any of our vessels
could harm our reputation as a safe and reliable vessel owner and operator.

Downside risks to the world economy, ongoing conflicts, renewed terrorist activity, the outbreak of a pandemic
crisis, international hostilities, the refugee crisis and protectionist policies 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 significant inflation, causing the U.S. Federal Reserve and
other central banks to increase interest rates. Inflation and rising interest rates may raise the cost of capital,
increase our operating 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 (and new variants that may emerge),
the continuing war in Syria, the ongoing conflict between Russia and Ukraine, the ongoing conflict between
Israel and Hamas, the recent Houthi seizures and attacks on vessels traveling through the Red Sea, the Gulf of
Aden, the Persian Gulf and the Arabian Sea, renewed terrorist attacks around the world and the refugee crisis
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. The recent 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 Red Sea. This has caused concerns of supply disruption as well as the risk of one of our vessels
being attacked or seized.

The ongoing conflict between Russia and Ukraine may lead to further regional and international conflicts or

armed action. It is possible that such conflict could disrupt supply chains and cause instability in the global

economy. Additionally, the ongoing conflict could result in the imposition of further economic sanctions by the
United States and the European Union against Russia. While much uncertainty remains regarding the global
impact of the conflict in Ukraine, it is possible that such tensions could adversely affect our business, financial
condition, results of operation and cash flows. Furthermore, it is possible that third parties with whom we have
charter contracts may be impacted by events in Russia and Ukraine, which could adversely affect our operations.

In addition, 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 continues to slow 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. In addition, the continued global trade war between
the U.S. and China, including the introduction by the U.S. of tariffs on selected imported goods, mainly from
China, may provoke further retaliation measures from the affected countries which has the potential to create
new impediments to trade. 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 stockholders.

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, the ongoing conflict
between Israel and Hamas, the recent 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 may 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 recent 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. In addition, recent events in
the Israel-Hamas conflict have created additional concerns of disruption as the conflict may broaden or escalate.
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 stockholders.

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 stockholders. In the absence of available financing, we also may be unable to take advantage of
business opportunities or respond to competitive pressures.

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.

An increase in trade protectionism and the unravelling of multilateral trade agreements 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.

The U.S. government has recently made statements and taken actions that may impact U.S. and international

trade policies, including tariffs affecting certain Chinese industries. 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.

In 2022, in response to the ongoing conflict in Ukraine, the U.S. 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, and prohibitions on investments in the
Russian energy sector by US persons, among other restrictions. The ongoing conflict between Russia and
Ukraine may lead to further regional and international conflicts or armed action. It is possible that such conflict
could disrupt supply chains and cause instability in the global economy. Additionally, the ongoing conflict could
result in the imposition of further economic sanctions by the United States and the European Union against
Russia. While much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that
such tensions could adversely affect our business, financial condition, results of operation and cash flows.
Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in
Russia and Ukraine, which could adversely affect our operations.

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 have an adverse impact on our charterers’ business, operating results and financial
condition. This 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. This 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 stockholders.

A decrease in the level of China’s export of goods and import of raw materials 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.

China exports considerably more finished products than it imports. Our containerships are deployed on
routes involving containerized trade in and out of emerging markets, and our charterers’ container shipping and
business revenue is derived among others from the shipment of goods from the Asia Pacific region, including

China, to various overseas export markets including the United States, Europe and Latin America. The ongoing
global trade war between the U.S. and China may have contributed to the economic slowdown witnessed in
China in recent years. 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.

The employment of our dry bulk vessels and the respective revenues depend on the international shipment

of raw materials and commodities primarily to China, Japan, South Korea and Europe from North and
South America, India, Indonesia, and Australia. Any reduction in or hindrance to the demand for such materials
could negatively affect demand for our vessels and, in turn, harm our business, results of operations and financial
condition. For instance, the government of China has implemented economic policies aimed at reducing the
consumption of coal which may, in turn, result in a decrease in shipping demand. Similarly, the initial onset of
COVID-19 resulted in reduced economic activity due to lockdowns and lower demand for movement of raw
materials.

The level of imports to and exports from China could be adversely affected by changes to economic reforms

by the Chinese government, including China’s ‘‘zero-COVID’’ policy, which disrupted manufacturing, supply
chains and consumer spending, as well as by changes in political, economic and social conditions or other
relevant policies of the Chinese government. A reduction of exports from China or imports to China could cause
a material adverse impact on our results of operations, financial condition and cash flows.

Our financial and operating performance may be adversely affected by the continuation of COVID-19, the
spread of new variants or the occurrence of another epidemic and related governmental responses thereto.

Our business may be adversely affected by any new outbreaks or new variants 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. While many of these measures have since been relaxed,
we cannot predict whether and to what degree such measures will be reinstated in the event of any resurgence of
COVID-19, any new variants thereof 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, including COVID-19, or a recession or market correction
resulting from the spread of COVID-19 or another virus could have a material adverse effect on our future
financial and operating performance.

Risks Inherent in Our Business

As of March 19, 2024, we had no newbuild containerships under contract or any secondhand vessels that
we had agreed to acquire, and all vessels we have agreed to acquire had been delivered, but we may contract for
additional newbuild or secondhand vessels in the future. In 2022, we served notices of termination for eight
newbuild vessels on order at a Chinese shipyard due to default by the shipyard and we are currently in
arbitration with the shipyard in connection with the terminations. 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 stockholders.

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:

•

quality or engineering problems;

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

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

work stoppages or other labor disturbances at the shipyard;

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

a backlog of orders at the shipyard;

sanctions imposed on the seller, the shipyard, or the vessel;

political, social or economic disturbances;

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

disruptions due to COVID-19;

requests for changes to the original vessel specifications;

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

an inability to obtain requisite permits or approvals;

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

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.

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 sector 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 environmental 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, and in some cases we also have arranged for
term 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 stockholders.

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, bunker swaps, exchange rate swaps, or forward freight agreements) 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 ocean-going 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 stockholders.

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’’), Zim Integrated Shipping Services Ltd. (‘‘ZIM’’)
and Cosco Shipping Lines Co., Ltd. (‘‘COSCO’’) together represented 86%, 85% and 83% of our containership
revenue in 2021, 2022 and 2023, 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 stockholders. In addition to consolidations, alliances involving our customers could further
increase the concentration of our business and reduce our bargaining power. 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.

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 terminate 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 stockholders. 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 stockholders.

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:

•

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

the availability of employment for our vessels;

locating and identifying suitable secondhand vessels;

obtaining newbuild or secondhand contracts at acceptable prices;

obtaining required financing on acceptable terms;

consummating vessel acquisitions;

enlarging our customer base;

hiring additional shore-based employees and seafarers;

continuing to meet technical and safety performance standards; and

• 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:

•

fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow
enhancements;

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;

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

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

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

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 stockholders.

Future acquisitions of secondhand vessels may result in increased operating and maintenance costs.

Many of our containerships and all of the dry bulk vessels 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 their 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 stockholders.

The increased volatility of our new dry bulk operating platform may have a material adverse effect on our
earnings and cash flow.

Our dry bulk operating platform that commenced operations in the fourth quarter of 2022 represents a new

line of business for us. Uncertainties and risks related to our dry bulk operating platform include, but are not
limited to, the fact that the chartering-in and chartering-out of dry bulk vessels is inherently more volatile than
traditional vessel ownership and is subject to greater fluctuations based on many factors beyond our control,
including global economic conditions, the dry bulk charter market, availability of cargoes to be transported on
board the dry bulk vessels we charter-in, off-hire periods and timing delays in the performance of cargo
transportation, bunker prices, marine disasters, environmental accidents, war, terrorism, piracy and other
circumstances or events. Any such factors could reduce the demand for the chartering-in and chartering-out of
dry bulk vessels and could therefore adversely affect our earnings and cash flow. In addition, our senior
management team and managers have limited experience with the oversight of a dry bulk operating platform and
may not successfully or efficiently manage this new line of business. See ‘‘Item 4. Information on the
Company-Business Overview-General’’.

Through our dry bulk operating platform, we use derivative instruments, such as forward freight agreements
in order to establish market positions on the freights market. We also use derivative instruments such as forward
freight agreements, foreign exchange forwards and bunker swaps to hedge our exposure to fluctuations in the
charter market, foreign exchange rates and bunker prices. Furthermore, we use derivative instruments to hedge
our exposure to European Union Allowances within the context of EU’s Emissions Trading Scheme. As a result
of such trades, we may incur derivative exposure that could have a material adverse effect on our future
performance, results of operations, cash flows and financial position. We may incur losses on these derivative
positions, and those losses could be material.

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:

•

global and regional economic and political conditions;

supply and demand for energy resources, commodities, semi-finished and finished consumer and
industrial products;

developments in international trade;

•

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

environmental concerns and regulations;

weather;

the number of newbuilding deliveries;

the improved fuel efficiency of newer vessels; and

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 and dry bulk vessels 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 stockholders.

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 stockholders.

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

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 March 19, 2024, the majority of the vessels that we charter-in under our dry bulk operating
platform are expected to be employed under voyage charters and we may enter into more such arrangements in
the future, and to the extent we do so, an increase in the price of fuel beyond our expectations may adversely
affect our profitability. 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 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 or by ourselves when we charter-in vessels, which are generally not equipped with scrubbers, such
vessels may be less competitive compared to vessels that are equipped with scrubbers. As of March 19, 2024, we
owned 15 containerships and two dry bulk vessels in the water that are equipped with scrubbers. As of
March 19, 2024, we have chartered-in for a period, 50 dry bulk vessels through our dry bulk operating platform,
18 of which are 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.

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 stockholders.

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
stockholders.

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 March 19, 2024, our current fleet of 68 containerships in the water had an average age (weighted by
TEU capacity) of 12.3 years, and our current fleet of 37 dry bulk vessels had an average age (weighted by dwt
capacity) of 12.4 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 March 19, 2024, our current fleet of 68 containerships in the water had an average

age (weighted by TEU capacity) of 12.3 years, and our current fleet of 37 dry bulk vessels (including one
secondhand vessel that we have agreed to sell), had an average age (weighted by dwt capacity) of 12.4 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
and dry bulk vessels. 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 stockholders.

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 substantial competition from new
entrants and established companies with significant resources.

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.

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 financial resources than we do, and can therefore operate larger fleets and may be able to
offer better charter rates. 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 or dry bulk vessels, 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 stockholders.

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 our managers V.Ships (Shanghai)

Limited (‘‘V.Ships Shanghai’’), Navilands (Shanghai) Containers Management Ltd. and Navilands (Shanghai)
Bulkers Management Ltd. which, as of March 19, 2024, operated 14 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 March 19, 2024, we have chartered eight of our containerships with Chinese
charterers , while none of our dry bulk vessels was chartered with Chinese charterers. As of the same date, we
have entered into sale and leaseback transactions in respect of ten containerships with certain Chinese financial
institutions. In 2023, we served notices of termination for eight newbuild vessels on order at a Chinese shipyard
due to default by the shipyard. See ‘‘Item 4. Information on the Company— B. Business Overview—Our
Fleet—Our Containership Fleet’’.

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 stockholders.

Adverse developments in the international shipping business could reduce our ability to service our debt
obligations and pay dividends to our stockholders.

We rely, to a large extent, on the cash flow generated from charters for our vessels. An adverse development

in the international container and dry bulk 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
stockholders.

Regarding our containership transportation business, 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 March 19, 2024, the time charters of seven of our containerships
will expire in 2024. 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. There is currently less demand for long-term time charters compared to
recent years. 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 stockholders. 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 stockholders.

Additionally, because we charter our dry bulk vessels primarily on short-term time charters and voyage
charters, we are exposed to changes in spot market rates, namely to short-term time charter rates and voyage
charter rates, for dry bulk vessels; such changes may affect our earnings and the value of our dry bulk vessels at
any given time. See ‘‘Item 3. Key Information—D. Risk Factors—Our profitability will be dependent on the
level of charter rates in the international shipping industry. 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.’’

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 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 our subsidiaries’ capital;
• make or repay loans or advances, other than repayment of the credit facilities;
• make investments in or provide guarantees to other persons;
•

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

•

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 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 100% to 125% of the then-outstanding amount of the credit facility and any related swap exposure
(except one credit facility for which such percentage is 140%).

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.

•

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 or market value adjusted net worth is less than $600 million;

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.

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 stockholders. For additional information, see ‘‘Item 5. Operating and Financial Review and Prospects—B.
Liquidity and Capital Resources—Credit Facilities, Finance Leases 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, 2023, we had outstanding indebtedness of approximately $2.4 billion, including the
obligations under the unsecured bond loan, finance leases 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:

•

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;

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 stockholders;

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

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, especially in the current interest rate environment. 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, foreign
currencies, bunker prices and freight rates can result in reductions in our stockholders’ 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, interest rate caps and cross currency swaps 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, 2023, the aggregate notional amount of interest rate swaps and
interest rate caps relating to our fleet as of such date was $1,137.8 million. As of December 31, 2023, our
obligations under fixed rate loans, finance leases, other financing arrangements and our unsecured bond loan,
which were under fixed interest rates amounted to $886.2 million. Furthermore, with respect to our unsecured
bond loan, we have entered into two cross currency swaps for a notional amount of $122.4 million to hedge the
related foreign exchange exposure.

We have also entered into forward freight agreements to establish market positions and to hedge our
exposure to dry bulk freight rates. We also entered into bunker swaps to hedge our exposure to bunker prices.
The settlement amounts we may have to pay (or receive) at expiration of such derivative contracts (or whilst
trading such derivative contracts) may be higher (or lower) than the amount we would have to pay (or receive),
had we not entered into such derivative contracts, depending on market circumstances.

From time to time, we also enter into certain currency hedges. As of December 31, 2023, the Company was

engaged in 24 Euro/U.S. dollar contracts totaling $78.6 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, currency exchange rates, freight rates or bunker prices 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.

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 comprehensive income. In addition, changes in the fair value of our derivative contracts are
recognized in ‘‘Accumulated Other Comprehensive Loss’’ 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’’.

In addition, through our dry bulk operating platform, we use the derivative markets and take positions in
derivative instruments, such as forward freight agreements. As a result of such trades, we may incur derivative
exposure that could have a material adverse effect on our future performance, results of operations, cash flows

and financial position. We may incur losses on these derivative positions, and those losses could be material. For
additional information see ‘‘Item 3. Key Information—D. Risk Factors—Declines in the value of our derivative
instruments, such as forward freight agreements, could have an adverse effect on our future performance, results
of operations, cash flows and financial position.’’

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. Between the start of
2022 to the end of 2023, SOFR increased from 0.05% to 5.38%. As of December 31, 2023, our obligations
under our secured credit facilities that bear interest at SOFR plus a margin amounted to $1,505.8 million. For
additional information, see ‘‘Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital
Resources - Credit Facilities, Finance Leases 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 hurt our results of operations.

Fluctuations in currency exchange rates may have a material impact on our financial performance. We
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. This difference could lead to fluctuations in net
income due to changes in the value of the United States dollar relative to other currencies, in particular the Euro.
Expenses 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, 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, Finance Leases 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 reduced greenhouse gas emissions. Flexibility includes the ability to 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 stockholders.

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.

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 stockholders.

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, initially announced in 2016 by the International Maritime Organization (‘‘IMO’’), 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 new
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 or us when we charter-in vessels. Our owned and
chartered-in vessels which are generally not equipped with scrubbers may be less competitive compared to
vessels that are equipped with scrubbers. As of March 19, 2024, we owned 15 containerships and two dry bulk
vessels that are equipped with scrubbers. As of March 19, 2024, we have chartered-in for a period, 50 dry bulk
vessels out of which 18 are 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, 2023, 31 of our 110 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, 2023, all our EU-flagged vessels met this weight specification. The European List presently
includes nine 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.

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. If European Union Member
State courts widely adopt this analysis, it may negatively impact revenue from the residual values of our vessels
and we may be subject to a heightened risk of non-compliance, due diligence obligations and costs in instances
where we sell older ships to cash buyers.

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. While the shipping industry has not been
subject to the EU ETS in the past, 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 will apply to methane and nitrous oxide emissions beginning in 2026.
Shipping companies will need to buy allowances that correspond to the emissions covered by the system.

In addition, in June 2021, the IMO adopted amendments to MARPOL Annex VI that entered into force on

November 1, 2022 (with certification requirements that entered into force on January 1, 2023), which 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 will present significant challenges for vessel owners and operators. To address the 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 introduction of 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 the latest
amendments 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.

In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, a

framework for Member States that provides new mid-term emissions reduction goals and guidance.
Implementation of the framework 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.

These requirements and any passage 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 require us to make significant financial

expenditures, including the installation of pollution controls and the purchase of emissions credits, 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 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.

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. 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 commercial, technical and other management
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 stockholders.
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 stockholders.

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. Following a number of recent terrorist attacks in cities across the globe,
there has been a heightened level of security and new security procedures could be introduced.

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 stockholders.

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 stockholders.

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 recent 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 mishaps. There are also liabilities arising from owning and operating
vessels in international trade. We procure insurance for our fleet of containerships and dry bulk vessels 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 stockholders. 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 stockholders.

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.

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 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
stockholders.

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 stockholders.

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 amended and restated on July 1, 2021, 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 or dry bulk vessel, and any business involved in the ownership of containerships or dry bulk
vessels, subject to certain exceptions, including (i) pursuant to his involvement with us, (ii) with respect to
certain acquisitions for which 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 two containerships
privately owned or controlled, and one dry bulk vessel controlled by Mr. Konstantakopoulos, but does not apply
to four containerships and two dry bulk vessels owned by companies in which Mr. Konstantakopoulos holds a
passive interest. This could give rise to a conflict of interest, which could adversely impact our results of
operations.

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 container vessels and three dry bulk vessels in which Konstantinos Konstantakopoulos has an interest, with
no such waivers occurring in the year ending December 31, 2023. 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.

Pursuant to the Framework Agreement between Costamare Shipping Company S.A. (‘‘Costamare Shipping’’)

and us dated November 2, 2015, as amended and restated on January 17, 2020 and as further amended and
restated on June 28, 2021 (the ‘‘Framework Agreement’’), the Services Agreement between Costamare Shipping
Services Ltd. (‘‘Costamare Services’’) and our vessel-owning subsidiaries dated November 2, 2015, as amended
and restated on June 28, 2021 (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
management services. Costamare Shipping and Costamare Services are controlled by our chairman and chief
executive officer, Konstantinos Konstantakopoulos alone or together with members of his family. As of
March 19, 2024, Costamare Shipping is also the manager of four vessels privately owned by our chairman and
chief executive officer. Starting in February 2024, certain of our vessel-owning subsidiaries appointed Navilands
Container Management Ltd. and, Navilands Bulker Management Ltd., (together, ‘‘Navilands’’) as managers 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 Container Management
Ltd. and Navilands Bulker Management Ltd. may subcontract certain services to and enter into a relevant
sub-management agreement with Navilands (Shanghai) Containers Management Ltd. and Navilands (Shanghai)
Bulkers Management Ltd. (together, ‘‘Navilands (Shanghai)’’) respectively. Navilands and Navilands (Shanghai)
are indirectly controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos. In
addition, our chairman and chief executive officer, Konstantinos Konstantakopoulos, indirectly 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. Pursuant to agreements dated November 14, 2022 (the ‘‘2022 Agency Agreements’’), Costamare Bulkers
Services GmbH (‘‘Local Agency A’’), Costamare Bulkers Services APS (‘‘Local Agency B’’) and Costamare
Bulkers Services Pte. Ltd. (‘‘Local Agency C’’) and pursuant to the agreement dated November 20, 2023
(together with the 2022 Agency Agreements, the ‘‘Agency Agreements’’), Costamare Bulkers Services Co., Ltd.
(‘‘Local Agency D’’ and together with Local Agency A, Local Agency B and Local Agency C, the ‘‘Agency
Companies’’) provide chartering and other services to Costamare Bulkers Inc. (‘‘Costamare Bulkers’’ or ‘‘CBI’’).
The Agency Companies are directly or indirectly controlled by our chairman and chief executive officer,
Konstantinos Konstantakopoulos. The terms of the Framework Agreement, the Services Agreement, the separate
ship management agreements, the Brokerage Agreement and the Agency Agreements 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 at

March 19, 2024 of approximately 28.7% of our common stock, and 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’’ and ‘‘Item 7. Major Shareholders and Related Party Transactions—B. Related Party
Transactions—Restrictive Covenant Agreements’’.

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’’). Neptune Global Financing Limited 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—Other Transactions’’.

Our chairman and chief executive officer, Konstantinos Konstantakopoulos, privately owns one container

vessel (which is comparable to two of our vessels), has a controlling interest in a company that owns one
container vessel (which is comparable to four of our vessels) and holds a passive interest in certain companies
that own four containerships (which are comparable to 18 of our vessels). Mr. Konstantakopoulos also has a
controlling interest in a company that owns one dry bulk vessel (which is comparable to eight of our vessels)
and holds a passive interest, together with members of his family, in a business involved in the ownership of
two dry bulk vessels (which are comparable to 18 of our vessels). Mr. Konstantakopoulos may acquire additional
vessels. Additionally, 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. 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. ‘‘Item 7. Major Shareholders and
Related Party Transactions—B. Related Party Transactions—Other Transactions’’.

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 have provided in the past and may provide in the future

management services and other services in respect of the Joint Venture vessels (as defined in ‘‘Item 4.
Information on the Company––Business Overview––Our Fleet––Framework Deed’’) as well as to containerships
and dry bulk vessels owned by 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, V.Ships Shanghai, Navilands, Navilands (Shanghai), HanseContor Shipmanagement
GmbH & Co. KG (‘‘HanseContor’’), FML Ship Management Ltd. (‘‘FML’’), F. A. Vinnen & Co. (GmbH & Co.
KG) (‘‘Vinnen’’) and Synergy Marine Pte. Ltd. (‘‘Synergy’’) provide and/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 management 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;

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.

Being active in multiple lines of business, including managing multiple fleets, 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.

Our dry bulk operating platform commenced operations in the fourth quarter of 2022, and in the first quarter

of 2023 we entered into a leasing business. See ‘‘Item 4. Information on the Company—Business
Overview—General.’’ In addition, our fleet consists of both containerships and dry bulk vessels following our
entry into the dry bulk business in 2021. Containerships and dry bulk vessels operate in different markets with
different chartering characteristics and different customer bases. Our management team must devote significant
attention and resources to different lines of business as well as to both our containership and dry bulk fleets, 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 States
government, the European Union, the United Nations and other governments, which could negatively affect
the trading price of our shares of common stock.

The United States, the European Union, the United Nations 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 States, the
European Union, the United Nations and other governments and their agencies, including ports in Iran, Syria and
Sudan.

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. Finally, 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 US persons, among other restrictions.

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.

From January 2011 through December 2023, vessels in our fleet made a total of 206 calls to ports in Iran,

Syria and Sudan, representing approximately 0.31% of our approximately 67,237 calls on worldwide ports,
including calls made by vessels owned pursuant to the Framework Deed with York, 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. In addition, in 2023, 2022 and 2021, none of our vessels, including vessels owned

pursuant to the Framework Deed with York, 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.

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, stockholders 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. Stockholder rights may differ as well. As a result, our public stockholders may have more
difficulty in protecting their interests in the face of actions by the management, directors or controlling
stockholders than would stockholders of a corporation incorporated in a U.S. jurisdiction.

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 stockholders 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 enforcement of 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, including fluctuations in the containership and dry
bulk markets;

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;

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 stockholder approval, in a number of circumstances.

During the year ended December 31, 2023, we have issued 1,742,320 new shares under the Dividend
Reinvestment Plan. In addition, during the year ended December 31, 2023, 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 stockholders’ 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 stockholders also may elect to sell large numbers of shares held by them from time to time. The
number of shares of common stock and 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 stockholders 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 stockholders
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.

Our ability to pay dividends or to redeem our 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
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 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 Preferred Stock
and our obligation to pay dividends to holders of our 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 the continuation of COVID-19, new variants or future pandemics;

prevailing global and regional economic and political conditions, including the conflict between Russia
and Ukraine, the conflict between Israel and Hamas and the Red Sea crisis;

changes in interest rates;

currency exchange rate fluctuations;

dry bulk freight rates and bunker prices;

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 dry bulk operating platform and 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;

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 changes in 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
result 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
the new regulatory requirements in the future.

Investors may view our having multiple lines of business, including ownership of multiple fleets, negatively,
which may decrease the trading price of our securities.

We operate a dry bulk operating platform, we have recently entered into a leasing business and we own and

operate both containerships and dry bulk fleets. Historically, companies that have multiple lines of business or
own mixed asset classes have tended to trade at levels that suggest lower valuations than ‘‘pure play’’ companies.
Accordingly, investors may view our stock as relatively less attractive than stocks of pure play companies, which
could materially and adversely affect the trading price of our securities.

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
stockholders of companies that are subject to all of the NYSE corporate governance requirements.

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 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 stockholders of
companies that are subject to all of the NYSE corporate governance requirements.

Our 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, Series D and Series E Preferred Stock, and by other transactions.

Our Preferred Stock is subordinated to all of our existing and future indebtedness. As of December 31,
2023, we had outstanding indebtedness, including our other financing arrangements, finance leases and our
unsecured bond loan, of approximately $2.4 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, 75.4 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 stockholder
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 four
million six hundred thousand shares as Series E Preferred Stock. The issuance of additional preferred stock on a
parity with or senior to our Preferred Stock would dilute the interests of the holders of our Preferred Stock, and
any issuance of preferred stock senior to or on a parity with our Preferred Stock or of additional indebtedness
could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Preferred Stock. No
provisions relating to our Preferred Stock protect the holders of our 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 Preferred Stock.

Holders of Preferred Stock have extremely limited voting rights.

Our common stock is the only class of our stock carrying full voting rights. Holders of the 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 Preferred Stock or (2) in the event that the Company

proposes to issue any parity stock if the cumulative dividends payable on outstanding Preferred Stock are in
arrears or any senior stock. However, if and whenever dividends payable on the Preferred Stock are in arrears for
six or more quarterly periods, whether or not consecutive, holders of Preferred Stock (for this purpose the
Series B, Series C, Series D and Series E 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 Preferred Stock voted as a class for the election of such director). The
right of such holders of Preferred Stock to elect a member of our board of directors will continue until such time
as all accumulated and unpaid dividends on the Preferred Stock have been paid in full.

The 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 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 Preferred Stock
may be required to bear the financial risks of an investment in the Preferred Stock for an indefinite period of
time.

The payment due to a holder of 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 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 stockholders and will effectively be able
to control the outcome of matters on which our stockholders are entitled to vote; their interests may be
different from yours.

Members of the Konstantakopoulos family own as of March 19, 2024, directly or indirectly, approximately

64.1% of our outstanding common stock, in the aggregate. These stockholders will be able to control the
outcome of matters on which our stockholders are entitled to vote, including the election of our entire board of
directors and other significant corporate actions. The interests of each of these stockholders 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 stockholders 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.

Several provisions of our articles of incorporation and bylaws could make it difficult for our stockholders 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 stockholders may consider favorable.

These provisions:

•

authorize our board of directors to issue ‘‘blank check’’ preferred stock without stockholder 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 stockholder action by written consent unless the written consent is signed by all stockholders
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 stockholders at stockholder meetings.

We have adopted a stockholder 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.

These anti-takeover provisions, including the provisions of our stockholder rights plan, could substantially

impede the ability of public stockholders 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 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 stockholders. 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. stockholders.

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. stockholders 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. stockholders 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 2024 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.

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. stockholders would face
adverse tax consequences. Under the PFIC rules, unless those stockholders make certain elections available under the
Code, such stockholders 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 Preferred Stock, as if the excess distribution or gain had been recognized ratably over the stockholder’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. stockholders 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-Based 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. The framework calls for law enactment by OECD and G20 members in 2022 to take effect
in 2023 and 2024. Presently, it is difficult to assess if and to what extent such changes will impact our tax
burden. 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.

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
Konstantinos Konstantakopoulos’s leadership, 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 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 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.

Under the Framework Deed entered into in May 2013, as amended and restated in May 2015 and as further

amended in June 2018, we agreed with York to invest in newbuild and secondhand container vessels through
jointly held companies, thereby increasing our ability to expand our operations while diversifying our risk. After
acquiring a number of both newbuild and secondhand container vessels, the commitment period ended on
May 15, 2020. As of December 31, 2023, there were two Joint Venture entities, none of which owned any
vessels. We expect the remaining two Joint Venture entities to be wound down in 2024. The Framework Deed is
expected to terminate when both of the remaining Joint Venture entities are wound down.

In June 2021, we decided to expand into the dry bulk shipping sector and invest in dry bulk vessels.

In November 2022, we established a dry bulk operating platform under Costamare Bulkers with a team of

experienced professionals. The new venture has offices in Athens and Monaco as well as agreements with
agencies in Copenhagen, Hamburg, Singapore and Japan for the provision of chartering, cargo sourcing and/or
research services on a cost-plus basis. The operating platform, which commenced operations in the fourth quarter
of 2022, charters-in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and
may also utilize hedging solutions. We own 92.5% of the shares of the dry bulk operating platform. We have
invested $200 million in Costamare Bulkers. As of March 19, 2024 Costamare Bulkers has chartered-in for a
period, 50 dry bulk vessels.

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 have 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. As of March 19, 2024,
we have invested in Neptune the amount of $123.3 million and own 36.6% of Neptune’s ordinary shares and
73.2% of its preferred shares. As of March 19, 2024, the assets under the Neptune investment portfolio consist of
one containership, four tankers, 16 dry bulk vessels and three offshore supply vessels which are under bareboat
charter agreements.

For more information on the Company’s capital expenditures and divestitures, see Note 15 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 obtain copies of all or any part of such materials from the SEC upon
payment of prescribed fees. You may also 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 and dry bulk vessels. We charter our

containerships to the world’s largest liner companies, providing worldwide transportation of containerized
cargoes. We charter our dry bulk vessels to a wide variety of customers, providing worldwide transportation for
dry bulk cargoes.

As of March 19, 2024, our containership fleet consisted of 68 vessels in the water, aggregating

approximately 513,000 TEU.

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 99.4%, 99.3% and 99.0% in 2021,
2022 and 2023, respectively. Over the last three years, our largest customers by revenue were
A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd, ZIM and COSCO. The average (weighted by TEU capacity)
remaining time charter duration for our fleet of 68 containerships in the water was approximately 3.5 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 68 vessels in
the water represented an aggregate of approximately $2.4 billion of contracted revenue, assuming the earliest
redelivery dates possible and 365 revenue days per annum per containership.

As of March 19, 2024, our dry bulk fleet consisted of 37 vessels in the water, with a total carrying capacity

of approximately 2,539,000 dwt, including one vessel that we have agreed to sell, with a carrying capacity of
approximately 33,800 dwt. See ‘‘Item 4. Information on the Company—B. Business Overview—Our Fleet’’. Our
current chartering policy for our dry bulk fleet is to employ our vessels primarily on short-term time charters,
which provides us the flexibility to capitalize on any favorable changes in the dry bulk charter rate environment.
This policy will be evaluated regularly in light of prevailing market conditions and our view of the market. We
will continue to monitor developments in the dry bulk shipping market and, based on market conditions, we may
employ our vessels with a mix of short-, medium- and long-term time charters and voyage charters. We believe
this policy allows us to obtain attractive charter hire rates for our vessels, while also affording us flexibility to
take advantage of a rising charter rate environment without limiting potential upside should the strong market
conditions continue. For the year ending December 31, 2023, our dry bulk fleet utilization level was 98.7%.

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.

Since the fourth quarter of 2022, we operate a dry bulk operating platform under Costamare Bulkers which

charters-in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and utilizes

hedging solutions. As of March 19, 2024, the dry bulk operating platform has chartered-in for a period,
50 vessels with a total carrying capacity of approximately 7,845,000 dwt, of which 48 vessels have already been
delivered and subsequently are or will be employed under voyage charters or sub time charters.

As described below, the dry bulk operating platform receives chartering, cargo sourcing and/or research
services from agencies in Copenhagen, Hamburg, Singapore and Japan, which are directly or indirectly controlled
by our chairman and chief executive officer, Konstantinos Konstantakopoulos.

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 as of March 19, 2024.

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

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42

TRITON
TITAN(i)
TALOS(i)
TAURUS(i)
THESEUS(i)
YM TRIUMPH(i)
YM TRUTH(i)
YM TOTALITY(i)
YM TARGET(i)
YM TIPTOP(i)
CAPE AKRITAS
CAPE TAINARO
CAPE KORTIA
CAPE SOUNIO
CAPE ARTEMISIO
ZIM SHANGHAI
ZIM YANTIAN
YANTIAN
COSCO HELLAS
BEIJING
MSC AZOV
MSC AMALFI
MSC AJACCIO
MSC ATHENS
MSC ATHOS
VALOR
VALUE
VALIANT
VALENCE
VANTAGE
NAVARINO
KLEVEN
KOTKA
MAERSK KOWLOON
KURE
METHONI
PORTO CHELI
ZIM TAMPA
ZIM VIETNAM
ZIM AMERICA
ARIES
ARGUS

Evergreen
Evergreen
Evergreen
Evergreen
Evergreen
Yang Ming
Yang Ming
Yang Ming
Yang Ming
Yang Ming
MSC
MSC
MSC
MSC
Hapag Lloyd /(*)
ZIM
ZIM
COSCO
COSCO
COSCO
MSC
MSC
MSC
MSC
MSC
Hapag Lloyd /(*)
Hapag Lloyd /(*)
Hapag Lloyd /(*)
Hapag Lloyd /(*)
Hapag Lloyd /(*)
MSC/(*)
MSC
MSC
Maersk
MSC
Maersk
Maersk
ZIM
ZIM
ZIM
(*)

(*)

Year
Built

2016
2016
2016
2016
2016
2020
2020
2020
2021
2021
2016
2017
2017
2017
2017
2006
2006
2006
2006
2006
2014
2014
2014
2013
2013
2013
2013
2013
2013
2013
2010
1996
1996
2005
1996
2003
2001
2000
2003
2003
2004
2004

Capacity
(TEU)

Current Daily
Charter Rate(1)
(U.S. dollars)

14,424
14,424
14,424
14,424
14,424
12,690
12,690
12,690
12,690
12,690
11,010
11,010
11,010
11,010
11,010
9,469
9,469
9,469
9,469
9,469
9,403
9,403
9,403
8,827
8,827
8,827
8,827
8,827
8,827
8,827
8,531
8,044
8,044
7,471
7,403
6,724
6,712
6,648
6,644
6,644
6,492
6,492

(*)

33,000
33,000
33,000
33,000
36,650 /(*)
72,700
72,700
(*)

(*)

35,300
35,300
35,300
35,300
35,300
32,400 /(*)
32,400 /(*)
32,400 /(*)
32,400 /(*)
32,400 /(*)
31,000 /(*)
41,500
41,500
18,500
41,500
46,500
30,075
45,000
53,000
53,000
58,500
58,500

Expiration of
Charter(2)

March 2026
April 2026
July 2026
August 2026
August 2026
May 2030
May 2030
July 2030
November 2030
March 2031
August 2031
April 2031
August 2031
April 2031
March 2030(3)
July 2025
June 2025
April 2026
July 2026
June 2026
December 2026
March 2027
February 2027
January 2026
February 2026
April 2030(4)
April 2030(5)
June 2030(6)
July 2030(7)
September 2030(8)
March 2029(9)
November 2026
December 2026
August 2025
July 2026
August 2026
June 2026
July 2025
October 2025
October 2025
March 2026
April 2026

Vessel Name

Charterer

43
44
45
46
47
48
49
50
51
52
53

54
55
56

57
58
59
60
61
62
63
64
65
66
67
68

PORTO KAGIO
GLEN CANYON
PORTO GERMENO
LEONIDIO
KYPARISSIA
MEGALOPOLIS
MARATHOPOLIS
GIALOVA
DYROS
NORFOLK
VULPECULA

VOLANS
VIRGO
VELA

ANDROUSA
NEOKASTRO
ULSAN
POLAR BRASIL(i)
LAKONIA
SCORPIUS
ETOILE
AREOPOLIS
ARKADIA
MICHIGAN
TRADER
LUEBECK

Maersk
ZIM
Maersk
Maersk
Maersk
Maersk
Maersk
ZIM
Maersk
(*)

ZIM

Hapag Lloyd
Maersk
ZIM

(*)

CMA CGM
Maersk
Maersk
COSCO
Hapag Lloyd
(*)

COSCO
Swire Shipping
(*)

(*)/(*)
MSC /(*)

Year
Built

2002
2006
2002
2014
2014
2013
2013
2009
2008
2009
2010

2010
2009
2009

2010
2011
2002
2018
2004
2007
2005
2000
2001
2008
2008
2001

Capacity
(TEU)

Current Daily
Charter Rate(1)
(U.S. dollars)

5,908
5,642
5,570
4,957
4,957
4,957
4,957
4,578
4,578
4,259
4,258

4,258
4,258
4,258

4,256
4,178
4,132
3,800
2,586
2,572
2,556
2,474
1,550
1,300
1,300
1,078

28,822
62,500
28,822
14,200
14,200
13,500
13,500
25,500
17,500
(*)

43,250 (on
average)
21,750
21,500
43,250 (on
average)
(*)

39,000
34,730
19,700
26,500
17,750
(*)

26,500
14,250
(*)

(*)/(*)
15,000 /(*)

Expiration of
Charter(2)

June 2026
June 2025
June 2026
December 2024(10)
November 2024(10)
July 2025(11)
July 2025(11)
April 2024
February 2025
March 2025
May 2028(12)

June 2024
March 2025
April 2028(13)

May 2024
February 2027
January 2026
January 2025(14)
March 2025
May 2024
June 2026
April 2025
April 2024
October 2025
October 2026(15)
April 2026(16)

(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)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Charter terms and expiration dates are based on the earliest date charters (unless otherwise noted) could expire.

Cape Artemisio is currently chartered to Hapag Lloyd at a daily rate of $36,650 until March 12, 2025 at the earliest. Upon redelivery
of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months
at an undisclosed rate.

Valor is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 3, 2025 at the earliest. Upon redelivery of the vessel
from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an
undisclosed rate.

Value is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 25, 2025 at the earliest. Upon redelivery of the vessel
from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an
undisclosed rate.
Valiant is currently chartered to Hapag Lloyd at a daily rate of $32,400 until June 5, 2025 at the earliest. Upon redelivery of the vessel
from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an
undisclosed rate.
Valence is currently chartered to Hapag Lloyd at a daily rate of $32,400 until July 3, 2025 at the earliest. Upon redelivery of the vessel
from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an
undisclosed rate.
Vantage is currently chartered to Hapag Lloyd at a daily rate of $32,400 until September 8, 2025 at the earliest. Upon redelivery of the
vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an
undisclosed rate.
Navarino is currently chartered to MSC at a daily rate of $31,000 until March 1, 2025 at the earliest. Upon redelivery of the vessel
from MSC the vessel will commence a new charter with a leading liner company for a period of 48 to 52 months at an undisclosed
rate.

(10) Charterer has the option to extend the current time charter for an additional period of 12 to 24 months at a daily rate of $17,000.

(11) Charterer has the option to extend the current time charter for an additional period of approximately 24 months at a daily rate of

$14,500.

(12) Vulpecula is currently chartered to ZIM under a charterparty agreement which commenced in May 2023. The tenor of the charter is for

a period of 60 to 64 months at a daily rate of $43,250, on average. For this charter, the daily rate will be $99,000 for the first
12 month period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining
duration of the charter.

(13) Vela is currently chartered to ZIM under a charterparty agreement which commenced in April 2023. The tenor of the charter is for a

period of 60 to 64 months at a daily rate of $43,250, on average. For this charter, the daily rate will be $99,000 for the first 12 month
period, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the
charter.

(14) Charterer has the option to extend the current time charter for three additional one-year periods at a daily rate of $21,000.
(15) Trader is currently chartered at an undisclosed rate until October 1, 2024 at the earliest. Upon redelivery of the vessel from its current
charterer the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.

(16) Luebeck is currently chartered to MSC at a daily rate of $15,000 until April 2024 at the earliest. Upon redelivery of the vessel from
MSC the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an undisclosed rate.
Denotes vessels subject to a sale and leaseback transaction.

(i)

(*) Denotes charterer’s identity and/or current daily charter rates and/or charter expiration dates, which are treated as confidential.

Our Dry Bulk Vessel Fleet

The tables below provide additional information, as of March 19, 2024, about our fleet of 37 dry bulk
vessels, including one vessel that we have agreed to sell. Each vessel is a dry bulk carrier, meaning it is a
dedicated dry bulk vessel.

Current Dry Bulk Fleet

Vessel Name

Year Built

2011
2011
2011
2012
2010
2011
2012
2012
2012
2010
2008
2015
2016
2018
2015
2012
2013
2009
2012
2010
2010
2009
2011
2011
2012
2010
2010
2008
2009
2012
2012
2011
2013
2012
2011
2011
2010

Capacity
(DWT)

180,643
179,842
175,975
83,478
82,166
81,601
81,569
81,541
81,541
79,700
76,619
63,800
63,553
63,530
63,473
63,227
61,424
58,090
58,018
58,018
58,018
57,970
57,937
57,937
57,809
57,266
56,729
56,557
55,469
37,163
37,152
37,149
37,071
37,019
34,627
33,755
31,776

1
MIRACLE (ex. IRON MIRACLE)
2
DORADO
3
ENNA
4
AEOLIAN
5
GRENETA
6
HYDRUS
7
PHOENIX
8
BUILDER
9
FARMER
10
SAUVAN
11
ROSE
12 MERCHIA
13
SEABIRD
14
DAWN
15
ORION
16
DAMON
17
ARYA
18
TITAN I
19
ERACLE
20
PYTHIAS
21
NORMA
22
ORACLE
23
CURACAO
24
URUGUAY
25
ATHENA
26
SERENA
27
LIBRA
28
CLARA
29
BERMONDI
30
VERITY
31
PARITY
32
ACUITY
33
EQUITY
34
DISCOVERY
35
BERNIS
ADVENTURE(i)
36
37
RESOURCE

(i)

Denotes vessel that we have agreed to sell.

Framework Deed

Under the Framework Deed dated May 15, 2013 (the ‘‘Original Framework Deed’’), as amended and

restated on May 18, 2015 and as further amended on June 12, 2018 (the ‘‘Framework Deed’’), between the
Company and its wholly-owned subsidiary, Costamare Ventures Inc. (‘‘Costamare Ventures’’), on the one hand,

and York Capital Management Global Advisors LLC and an affiliated fund (collectively, ‘‘York’’), on the other,
we agreed with York to jointly invest in newbuild and secondhand container vessels through vessel-owning joint
venture entities in which we hold a minority equity interest (any such entity, referred to as a ‘‘Joint Venture
entity’’), and any such jointly owned vessel, referred to as a ‘‘Joint Venture vessel’’). 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. As of December 31, 2023, there were two Joint Venture entities, none of which owned
any vessels. We expect the remaining two Joint Venture entities to be wound down in 2024. The Framework
Deed is expected to terminate when both of the remaining Joint Venture entities are wound down.

Chartering of Our Fleet

Container vessels: 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 March 19, 2024, the average (weighted by TEU capacity) remaining time charter duration for our fleet of
68 containerships in the water was approximately 3.5 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.

Dry bulk vessels: Dry bulk vessels are ordinarily chartered either through a voyage charter or a time
charter. Under a voyage charter, the owner agrees to provide a vessel for the transport of dry bulk cargo between
specific ports in return for the payment of an agreed freight rate per ton of dry bulk cargo or an agreed dollar
lump-sum amount. Voyage costs, such as canal and port charges and bunker expenses, are the responsibility of
the owner. Currently our chartering policy is to employ our owned vessels primarily on short-term time charters,
which provides us the flexibility to capitalize on any favorable changes in the dry bulk charter rate environment.
We will continue to monitor developments in the dry bulk shipping market and, based on market conditions, we
may employ our vessels with a mix of short-, medium- and long-term time charters and voyage charters. We
believe this policy allows us to obtain attractive charter hire rates for our vessels, while also affording us
flexibility to take advantage of a rising charter rate environment without limiting potential upside should the
strong market conditions continue.

Our Customers

For our containership fleet, our customers include many of the leading international liner companies,

including, among others, A.P. Moller- Maersk, CMA CGM, COSCO, Evergreen, Hapag Lloyd, MSC, Yang Ming,
Swire Shipping and ZIM. A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd, ZIM and COSCO together
represented 86%, 85% and 83% of our containership revenue in 2021, 2022 and 2023, respectively.

While we currently charter our dry bulk vessels primarily for short term tenors with first-class dry bulk
charterers, we aim to establish relationships with some of the world’s leading agricultural, mining, manufacturing
and commodity trading companies as well as diversified shipping companies. We aim to maintain a diversified
group of customers.

Management of Our Fleet

Costamare Shipping serves as the manager for our containerships and dry bulk fleet and provides us with
commercial, technical and other management 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 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, V.Ships Shanghai, Navilands, Navilands
(Shanghai), Vinnen, HanseContor, Synergy and FML, 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, in
certain cases, the relevant sub-manager. V.Ships Greece will at our direction subcontract certain services to and
enter into a relevant sub-management agreement with V.Ships Shanghai. Navilands may subcontract certain
services to and enter into a relevant sub-management agreement with Navilands (Shanghai). Navilands and
Navilands (Shanghai) are indirectly controlled by our chairman and chief executive officer Konstantinos
Konstantakopoulos.

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, indirectly 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
indirectly 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.

Costamare Services is a service provider which was established in May 2015 and is controlled by our
chairman and chief executive officer and members 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, V.Ships Shanghai and Navilands (Shanghai) mostly employ 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 and dry
bulk vessels. ISM certification is in place for our fleet of containerships and dry bulk vessels as well as their
respective managers. Costamare Shipping and V.Ships Greece are also certified in accordance with ISO
9001-2008 and ISO 14001-2004 relating to quality management and environmental standards. 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.

As of March 19, 2024,

•

Costamare Shipping provided commercial and insurance services to all of our containerships and dry
bulk vessels, 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 17 of our containerships and 19 of our dry bulk vessels;

V.Ships Shanghai provided technical, crewing, provisioning, bunkering, sale and purchase and
accounting services to five of our containerships and one of our dry bulk vessels;

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;

FML provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services
to 11 of our dry bulk vessels;

Synergy provided technical, crewing, provisioning, bunkering, sale and purchase and accounting
services to one of our dry bulk vessels;

Navilands provided technical, crewing, provisioning, bunkering, sale and purchase and accounting
services to three of our dry bulk vessels and to five container vessels; and

Navilands (Shanghai) provided technical, crewing, provisioning, bunkering, sale and purchase and
accounting services to two of our dry bulk vessels and to five container vessels.

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, entities established pursuant to the Framework
Deed 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 four vessels privately owned by 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, entities established pursuant to the Framework Deed
and entities affiliated with our chairman and chief executive officer or his family, without our prior written
approval. Currently, Costamare Services provides post fixture services in respect of one container vessel privately
owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos. V.Ships Greece, V.Ships
Shanghai, Navilands, Navilands (Shanghai), HanseContor, Synergy, FML 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 and dry bulk vessels or the acquisition, investment in or
control of any business involved in the ownership or operation of containerships or dry bulk vessels, 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 2023 and 2022 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 2023 and 2022 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 2023 and 2022 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, 2024. For the years ended December 31, 2023 and December 31, 2022, Costamare
Shipping and Costamare Services charged aggregate fees of $63.7 million and $67.6 million, respectively,
including $14.5 million and $14.6 million for the years ended December 31, 2023 and 2022, 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, 2023 and December 31, 2022, Costamare Shipping charged in aggregate to the companies
established pursuant to the Framework Deed and to the vessels privately owned or controlled by our chairman
and chief executive officer, Konstantinos Konstantakopoulos, $3.0 million and $2.5 million, respectively, for
services provided in accordance with the relevant agreements including $0.9 million and $1.2 million for the
years ended December 31, 2023 and 2022, respectively charged by third party managers.

On December 31, 2023, the terms of the Framework Agreement and the Services Agreement automatically

renewed for another one-year period and will automatically renew for one more consecutive one-year period until
December 31, 2025. Prior to their expiration at the end of 2025, we expect to extend the Framework Agreement
and the Services Agreement for another ten-year period. 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, 2025, 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 and dry bulk 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.

Containership vessels: Participants in the container shipping industry include ‘‘liner’’ shipping companies,
who 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, but since the 1990s, there has been a trend for the liner companies to
charter-in a larger proportion of the capacity that they operate as a way of retaining some degree of flexibility
with regard to capital spending levels over time given the significant costs associated with purchasing vessels.

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. We believe that our development of a large fleet of containerships with varying TEU capacities
has enhanced our relationship with our principal charterers by enabling them to serve the East-West, North-South
and Intra-regional trade routes efficiently, while enabling us to operate in the different rate environments
prevailing for those routes. We also believe that our focus on customer service and reliability enhances our
relationships with our charterers. In the past decade, we have had successful chartering relationships with the
majority of the top 20 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 though 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.

Dry bulk vessels: Unlike the containership sector, ownership of dry bulk vessels is highly fragmented with

approximately 13,600 vessels in the global fleet. The largest dry bulk vessel owner group is China COSCO
Shipping, with a fleet of 328 vessels with an aggregate carrying capacity of approximately 36.6 million dwt,
while the rest of the top 5 in terms of total dwt capacity is comprised of Japan’s NYK (204 vessels with an
aggregate carrying capacity of approximately 22.6 million dwt), Norway’s Fredriksen Group (108 vessels with an
aggregate carrying capacity of approximately 15.3 million dwt), Greece’s Star Bulk Carriers (117 vessels with an
aggregate carrying capacity of approximately 13.2 million dwt) and Berge Bulk (66 vessels with an aggregate
carrying capacity of approximately 12.5 million dwt).

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. Our chief financial officer and a non-independent board member are also employed by and
receive compensation from Costamare Bulkers. As of December 31, 2023, Costamare Shipping, Costamare
Services and the Agency Companies employed in aggregate approximately 250 shore-based employees and
approximately 2,500 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 and dry bulk vessels 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 while the dry bulk market is typically stronger in the fall in anticipation of increased consumption
of coal in the northern hemisphere during the winter months and the grain export season from North America
and in the spring months in anticipation of the South American grain export season due to increased distance
traveled known as ton mile effect, as well as increased coal imports in parts of Asia due to additional electricity
demand for cooling during the summer months. In addition, unpredictable weather patterns in these months tend
to disrupt vessel scheduling and supplies of certain commodities.

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 Dry Bulk Operating Platform

Chartering-in/out

In 2022, the Company formed a dry bulk operating platform to charter-in/out dry bulk vessels, enter into

contracts of affreightment, forward freight agreements and utilize hedging solutions, shifting to an active
approach in order to improve margins, grow its network of customers and afford it the flexibility to take
advantage of favorable market conditions in the dry bulk physical and derivative freight markets. We expanded
our presence globally with the establishment of offices in Athens and Monaco and by contracting with agencies
in Copenhagen, Hamburg, Singapore and Japan. We aim to charter-in vessels from reputable shipowners and
subsequently employ the vessels on a voyage charter or sub time charter basis with third party charterers. As a
result, we have been fixing an increasing number of vessels on voyage charters and we have been entering in
contracts of affreightment directly with cargo providers. We believe that our dry bulk operating platform provides
added flexibility to changing market conditions and generates synergies with our dry bulk fleet.

As of March 19, 2024, the dry bulk operating platform has chartered-in for a period, 50 vessels with a total

carrying capacity of approximately 7,845,000 dwt, of which 48 vessels have already been delivered and
subsequently are or will be employed under voyage charters or sub time charters.

Forward Freight Agreements and Other Derivative Products

Our dry bulk operating platform endeavors to utilize forward freight agreements to establish market
positions or to hedge its exposure on chartered-in vessels. It also endeavors to use bunker swaps to hedge its
exposure to bunker prices.

Our Counterparties

Our dry bulk operating platform endeavors to charter-in dry bulk vessels from reputable shipowners around

the world, that own vessels which meet its trading and specifications criteria.

With its chartered-in fleet, our dry bulk operating platform endeavors to provide freight services to a wide
base of customers by transporting dry bulk commodities worldwide. Its customers include agricultural, mining,
manufacturing and commodity trading companies as well as diversified shipping companies.

Through its global presence our dry bulk operating platform endeavors to develop long-lasting relationships
both with shipowners and customers, in order to help maintain continuous access to suitable vessels and cargoes.

Agency Companies

Costamare Bulkers receives chartering, cargo sourcing and/or research services from agencies in

Copenhagen, Hamburg, Singapore and Japan which are directly or indirectly controlled by our chairman and
chief executive officer, Konstantinos Konstantakopoulos.

Our Lease Financing Platform

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. Neptune
was established in 2021 to acquire 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. 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 March 19, 2024, we have invested in Neptune the amount of
$123.3 million and own 36.6% of Neptune’s ordinary shares and 73.2% of its preferred shares. At the time that
we obtained control of Neptune, Neptune had one containership and three dry bulk vessels under sale and
leaseback arrangements. Subsequent to the Neptune acquisition, Neptune has acquired 13 dry bulk vessels,
four tanker vessels and three offshore supply vessels under sale and leaseback arrangements.

Our Counterparties

Our lease financing platform endeavors to finance diverse vessels types owned by reputable shipowners
around the world, 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.

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 mishaps, 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 and dry bulk vessels to cover normal risks in our operations and in
amounts that we believe to be prudent to cover such risks. In addition, we maintain protection and indemnity
insurance up to the maximum insurable limit available at any given time. 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 protection and indemnity association (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.

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.

Freight Demurrage & Defense Insurance

We maintain legal and associated costs insurance (‘‘FD&D’’) for our fleet of dry bulk vessels through a

member of the International Group. FD&D insurance provides cover for legal and associated costs incurred in
disputes arising in connection with the owning and operating of the covered vessel. The disputed sum itself is
not insured. Costs include legal fees but may also include, for example, surveyor’s and expert’s fees incurred
either in bringing or for defending a claim. Disputes under charterparties are the most common type of claim that
is covered, but cover is also provided for other types of disputes.

Charterers’ Liability Insurance

We maintain Charterers’ Liability Cover through a P&I association which is a member of the International

Group, subject to a limit of $500 million per event. This cover includes protection and indemnity insurance,
FD&D insurance, war risks and extended liability cover (‘‘ELC’’). ELC is an additional layer of cover for
onerous contractual liabilities not covered under the ordinary protection and indemnity policy. We also maintain
bunkers insurance, which extends the ambit of the protection and indemnity coverage to include the bunkers
carried on board.

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,
except for dry bulk vessels exceeding 15 years of age, which are required to be dry-docked at least every two
and a half years, 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.

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:

Number of Containerships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of Dry Bulk Vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11
7

13
8

18
9

8
13

15
12

Dry-docking Schedule(1)

2024

2025

2026

2027

2028

(1)

Excludes one dry bulk vessel that we have agreed to sell which has been classified as asset held for sale.

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 Oil Pollution Act of 1990 (‘‘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 and V.Ships Greece are certified in accordance with
ISO 9001-2008 and ISO 14001-2004 (relating to quality management and environmental standards, respectively).
Costamare Shipping is also certified to the environmental Standard ISO 50001-2011. 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.

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, 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 introduces requirements for ships to collect data on
fuel oil consumption and carbon dioxide emissions. The mandatory data collection system is intended as the
first in a three-step approach in which analysis of the data collected will provide the basis for an objective,
transparent and inclusive policy debate in the Marine Environment Protection Committee (‘‘MEPC’’) of the IMO,
under a roadmap for developing a comprehensive IMO strategy on reduction of GHG emissions from ships. In
July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, a framework
for Member States that provides new mid-term emissions reduction goals. The 2023 IMO GHG Strategy
increases the levels of ambition compared to the Initial IMO Strategy on Reduction of GHG Emissions from
Ships. The levels of ambition and indicative checkpoints shall 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 a shift
to other sectors.

Amendments to Annex VI that were adopted in July 2010, and were phased in on 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. From January 1, 2020, 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. From March 1,
2020, vessels not equipped with exhaust gas scrubbers cannot have high sulphur content fuel on board. We
currently have exhaust gas scrubbers in 17 of our vessels (15 containerships and two dry bulk vessels). Presently,
18 of the 50 period chartered-in through our dry bulk operating platform vessels are equipped with exhaust gas
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, where
more stringent controls on sulphur and other emissions apply. Currently, the Baltic Sea area, the North Sea area,
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 Emission Control Areas (‘‘ECAs’’).
From May 1, 2024, the Mediterranean Sea will become an ECA, with compliance obligations beginning May 1,
2025. The emissions restrictions of the Mediterranean ECA will be the same as the other ECAs, mandating the
use of fuel oil with a sulphur content not exceeding 0.10% or the use of an exhaust gas cleaning system.
Additional ECAs may be established in the future.

IMO nitrous oxide (NOx) Tier III requirements, the most demanding to date, took effect in North American
and U.S. Caribbean ECAs from January 1, 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, if other ECAs for NOx are implemented, the
NOx Tier III requirements will not be retroactive and the Tier III emission limits for any new NOx ECAs (e.g.,
for the North Sea and Baltic Sea) will become applicable to vessels with keel-laying as of the date that the new
NOx ECAs go into effect.

Amendments to MARPOL Annex VI, which entered into force on March 1, 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. All our existing vessels have submitted to their Flag Administration the
data required by regulation 22A of MARPOL Annex VI , covering ship operations for the years ended
December 31, 2021 and 2022. The data was collected and reported in accordance with the methodology and
processes set out in the vessels’ Ship Energy Efficiency Management Plan and the vessels are now carrying the
relevant Statement of Compliance in accordance with the Fuel Oil Data Collection System. For the
fourth reporting period, which is for the year ended December 2023, we expect the necessary data will be
submitted to each ship’s flag by March 31, 2024.

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)
adopted at MEPC 70 entered into force on March 1, 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 addition, in 2011, the MEPC of the IMO adopted two sets of mandatory requirements to address GHG

emissions from ships. The Energy Efficiency Design Index (‘‘EEDI’’) requires ships to achieve a minimum
energy efficiency level per capacity mile and is applicable to new vessels, and the Ship Energy Efficiency
Management Plan is applicable to currently operating vessels. The requirements entered into force in
January 2013 and may cause us to incur additional compliance costs. The IMO is also considering the
development of a market-based mechanism for greenhouse gas emissions from ships, but it is difficult to
accurately predict the likelihood that such a standard might be adopted or its potential impact on our operations
at that time.

As a result of the IMO’s continuous work 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 that are subject to ongoing reviews by the organization. The ambition levels have considered potential
improvements on vessel design and operational performance as well as the immediate need to introduce low/zero
carbon fuels. The initial GHG strategy introduced a list of candidate short-term, mid-term and long-term
measures to support the IMO’s ambition levels. Short-term measures include 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 include
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.

In July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which

provides new mid-term emissions reduction goals and builds 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 2023 and (4) achieving net zero GHG emissions from international
shipping. A basket of mid-term measures to reduce GHG emissions that combines technical and economical
elements is expected to be finalized at MEPC 81 in spring 2024, and ultimately enter into force in 2027.
Potential long-term measures may be finalized and agreed by MEPC beyond 2030.

In June 2021, at MEPC 76, MEPC finalized and adopted amendments to the MARPOL Annex VI that
require ships to reduce their GHG emissions. These amendments combine technical and operational approaches
to improve the energy efficiency of ships, and provide important building blocks for future GHG reduction
measures. The measures require all ships to calculate their Energy Efficiency Existing Ship Index (‘‘EEXI’’)
following technical means to improve their energy efficiency and to establish their annual operational carbon
intensity indicator (‘‘CII’’) and CII rating. The amendments entered into force on November 1, 2022, and the
requirements for EEXI and CII certification entered into force on January 1, 2023.

Attained EEXI shall 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. This enables the operational carbon
intensity rating to be determined. 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 Ship Energy Efficiency Management Plan. 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.

Following a July 14, 2021 European Commission proposal, the European Parliament voted to include
CO2, methane (NH4) and nitrous oxide (N2O) emissions from shipping within the EU’s Emissions Trading
Scheme (‘‘EU ETS’’). The proposal was adopted in May 2023, and became effective January 1, 2024. The EU
ETS now applies to all voyages by vessels 5,000 gross tonnage and above that start or finish within the EU. It
requires vessel operators to purchase allowances that correspond to the emissions covered by the system. The
scheme phased in for CO2 in 2024, and will phase in for methane and nitrous oxide in 2026. Additional
jurisdictions may adopt similar GHG emissions monitoring and reduction schemes in the future.

Varying emission requirements will 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 and the EU ETS, 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 introduction of 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 latest 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.

The impact of these requirements on our business and operations, including any necessary capital

expenditures, is difficult to accurately predict at this time.

Fourteen years after the IMO’s initial adoption of the Hong Kong International Convention for the Safe and

Environmentally Sound Recycling of Ships, 2009, a sufficient number of contracting states have ratified the
Convention and reached requirements for entry into force. Entry into force of this Convention required that the
combined merchant fleets of the contracting states constitute not less than 40 percent of the gross tonnage (gt) of
the world’s merchant shipping and the combined maximum annual ship recycling volume of these states during
the preceding 10 years constitutes not less than three percent of the gt of the combined merchant shipping of the
same states. The Hong Kong convention enters into force on June 26, 2025.

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 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. In October 2016, the
EU formally ratified the Paris Agreement, thus establishing its entry into force on November 4, 2016. 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’’), which became effective in November 2008, 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 IMO also adopted the International
Convention for the Control and Management of Ships’ Ballast Water and Sediments (the ‘‘BWM Convention’’),
which entered into force on September 8, 2017. Under the BWM Convention, each vessel is required 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 new standards pertaining to the treatment of the ballast water
(‘‘D-2 Standard’’) requires, in most cases, 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 is intended to ensure full global implementation by
September 8, 2024. For existing vessels we proceed, as required, with the installation of treatment systems to
comply with the D-2 standard at the time of the periodical dry-docking of the relevant vessels.

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.

United States Requirements

The Oil Pollution Act of 1990 (‘‘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;

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, 2022, 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.

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 boundaries, and some states have enacted legislation providing for

unlimited liability 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, requires 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 December 2, 2016, the Marine Safety Center announced the approval of the first Coast Guard
type approved Ballast Water Management System (‘‘BWMS’’). Now that type approved BWMS are available,
vessels calling at U.S. ports are required to have such systems installed by the 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 will be material.

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. On April 30, 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 1 January 2023. Our vessels currently
affected by California regulations have made the necessary modifications. If this regulation is extended to dry
bulk vessels we will have to make necessary modifications to our vessels. 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 which brings forward the requirements of the 2009 Hong Kong
Convention for the Safe and Environmentally Sound Recycling of Ships, therefore contributing to its global entry
into force (the ‘‘EU Recycling Regulation’’). From December 31, 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.

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’’). This regulation requires large vessels entering European Union
ports to monitor, report and verify their carbon dioxide emissions. Since June 30, 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 which were adopted by IMO in October 2016.

On September 16, 2020, the European Parliament voted in favor of amending the EU MRV Regulation to
require shipping companies to reduce on a linear basis their annual average CO2 emissions relative to transport
work 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 will apply to methane and nitrous oxide emissions
beginning in 2026. Shipping companies will need to buy allowances that correspond to the emissions covered by
the system.

The introduction of shipping into the EU ETS means that an additional approximately 80 to 100 million
emission allowances will be put on the market. Of these, auction revenues from 20 million emission allowances
will go to the Innovation Fund, a funding program that develops low-carbon technologies, to be used for
shipping-specific projects. The remaining revenues will go to the EU Member States and must be used for
climate-related purposes.

Fuel EU Maritime incentivizes the production and uptake of sustainable low carbon and renewable fuels for

ships over 5,000 gt operating in European territorial waters. Starting on January 1, 2025, the GHG intensity of
energy consumed by vessels on European voyages will be evaluated on a Well-to-Wake (WtW) basis. The upper
limit of GHG intensity is calculated based on the EU MRV data from 2020. This upper limit will be
incrementally decreased every five years from two percent in 2025 to 80 percent in 2050. This progressive
reduction is designed to incentivize the development and uptake of biofuels and renewable fuels of
non-biological origin (RFNBOs). Additionally, from 1 January 2030, containerships and passenger ships will be
required to connect to onshore power supply (OPS) and use it for all energy needs while at berth in a port of call
under the jurisdiction of a member State.

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.

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.

The Company endeavors to comply with all relevant reporting requirements under the ESRs.

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 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. As of January 1, 2017, vessels at
berth in a core port within an emission control area 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. Since January 1, 2018, all ports within
Chinese emission control areas have implemented this standard. 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 China MSA before leaving port (China Regulation on Data Collection for Energy Consumption of
Ships). Hong Kong’s current Fuel at Berth Regulation requiring ships to burn fuel with a sulphur content not
exceeding 0.5% m/m while at berth is expected to be replaced by a regulation extending the standard to ships
operating in Hong Kong waters. Ships not equipped with scrubbers will be required to burn fuel with a sulphur
content not exceeding 0.5% m/m within Hong Kong waters, irrespective of whether they are sailing or at berth.

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:

•

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
March 19, 2024, has 146 wholly-owned subsidiaries incorporated in the Republic of Liberia, 13 wholly-owned
subsidiaries incorporated in the Republic of the Marshall Islands and one wholly-owned subsidiary incorporated
in the Republic of Cyprus. As of that date, 93 of our Liberian subsidiaries own dry bulk or container vessels in
the water, eight are engaged in arbitration related to the terminations of shipbuilding contracts due to default by
the shipyard and the remaining subsidiaries are dormant. Of our Marshall Islands subsidiaries, 12 own container
vessels in the water and one holds all our participations in companies formed under the Framework Deed. In
addition, as of March 19, 2024, Costamare had one majority-owned subsidiary incorporated in the Republic of

the Marshall Islands which holds our participation in the dry bulk operating platform and controlled one
company incorporated under the laws of Jersey, which has 30 subsidiaries incorporated in the Republic of the
Marshall Islands and two incorporated in the Republic of Liberia. A list of our subsidiaries as of March 19, 2024
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, Finance Leases and Other Financing Arrangements’’.

ITEM 4.A. 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 and dry bulk vessels. We charter our vessels to

many of the world’s largest liner companies, providing worldwide transportation of containerized cargoes. We
charter our dry bulk vessels to a wide variety of customers, providing worldwide transportation for and dry bulk
cargoes.

As of March 19, 2024, our containership fleet consisted of 68 vessels in the water, aggregating

approximately 513,000 TEU, making us one of the largest public containership companies in the world based on
total TEU capacity. Additionally, as of the same date, our dry bulk fleet consisted of 37 vessels with a total
capacity of approximately 2,539,000 dwt, including one vessel that we have agreed to sell, with a capacity of
approximately 33,800 dwt. See ‘‘Item 4. Information on the Company—B. Business Overview—Our Fleet’’.

As regards our containership business, 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 March 19, 2024,
the average (weighted by TEU capacity) remaining time charter duration for our fleet of 68 containerships in the
water was approximately 3.5 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
March 19, 2024, our fixed-term charters for our fleet of 68 containerships in the water represented an aggregate
of approximately $2.4 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—Our Fleet’’.

As regards our dry bulk business, our current chartering policy is to employ our vessels primarily on
short-term time charters, which provides us the flexibility to capitalize on any favorable changes in the dry bulk
charter rate environment. Based on market conditions, we may employ our vessels with a mix of short-, medium-
and long-term time charters and voyage charters. For the year ended December 31, 2023, our dry bulk fleet
utilization level was 98.7%. See ‘‘Item 4. Information on the Company—B. Business Overview—Our Fleet—Our
Fleet’’.

The table below provides additional information about the charter coverage for our fleet of containerships
and dry bulk vessels as of December 31, 2023. 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’’.

No. of Vessels whose Charters Expire(1)(2) . . . . . .
No. of Containerships whose Charters Expire. . . .
No. of Dry Bulk Vessels whose Charters

2024

2025

2026

2027

2028

2029

2030 - 2033

51
9

14
14

24
24

3
3

2
2

1
1

15
15

Expire(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TEU of Expiring Containership Charters. . . . . . . .
DWT of Expiring Dry Bulk Vessel Charters . . . . . 2,604,720
Contracted Days . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available Days . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contracted/Total Days. . . . . . . . . . . . . . . . . . . . . . .
Containership Contracted/Total Containership

—

—
35,964 76,302 198,043 22,984
—
6,730

—
—
8,531 162,635
8,516
—
—
—
11,633
4,246
6,067
26,819 30,865 31,631 32,060 138,322

—
25,952 18,916
14,230 19,774

—
5,535

—

64.6% 48.9% 30.3% 17.9% 16.1% 14.7%

3.0%

Days (TEU -adjusted)(3) . . . . . . . . . . . . . . . . . . .

Dry Bulk Vessel Contracted/Total Dry Bulk

Vessel Days (dwt-adjusted)(4) . . . . . . . . . . . . . . .

96.1% 85.8% 57.6% 37.4% 35.5% 33.5%

6.9%

24.5% —

—

(1)

(2)

(3)

(4)

Includes one dry bulk vessel with no employment as at December 31, 2023.

Total days are calculated on the assumption that the vessels will continue trading until the age of 30 years old for containerships and
25 years for dry bulk vessels, unless the containership will exceed 30 years of age or the dry bulk vessel will exceed 25 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.Adventure,
Konstantinos, Manzanillo, and Progress are classified as held for sale and therefore the available days are calculated up to December 2,
2024, December 14, 2024, December 18, 2024 and December 20, 2024, respectively.

Contracted Days coverage for containerships adjusted by TEU capacity.

Contracted Days coverage for dry bulk vessels adjusted by dwt capacity.

Our containership fleet is currently under time charters with nine different charterers. For the three years

ended December 31, 2023, our largest customers by revenue were A.P. Moller-Maersk, MSC, Evergreen,
Hapag Lloyd, ZIM and COSCO. Chartering in the dry bulk sector tends to be more diversified with significant
turnover among our charterers. Our dry bulk fleet is currently under charters with more than 20 different
charterers.

We dry-dock our vessels when the next survey (dry-dock survey or special survey) is scheduled to become
due, every 30 months for dry bulk vessels of 15 years of age or over and every 60 months for other vessels. We
have dry-docked 63 vessels over the past three years, including three Joint Venture vessels, and we plan to
dry-dock 18 vessels in 2024 and 21 vessels in 2025. Information about our fleet dry-docking schedule through
2028 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 March 19, 2024, the dry bulk operating platform has chartered-in for a period, 50 vessels with a total

carrying capacity of approximately 7,845,000 dwt, of which 48 vessels have already been delivered and
subsequently are or will be employed under voyage charters or sub time charters.

As of March 19, 2024, the assets under the Neptune investment portfolio consist of one containership,

four tankers, 16 dry bulk vessels and three offshore supply vessels, which are under sale and leaseback
arrangements.

Our Managers and Service Providers

Costamare Shipping provides our subsidiaries with commercial, technical and other management services
pursuant to the Framework Agreement. As of March 19, 2024, Costamare Shipping, itself or together with our
sub-managers, V.Ships Greece, V.Ships Shanghai, Navilands, Navilands (Shanghai), Vinnen, HanseContor,
Synergy, and FML, 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, in certain cases, the relevant sub-manager. V.Ships
Greece will at our direction subcontract certain services to and enter into a relevant sub-management agreement
with V.Ships Shanghai. 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 2023 and 2022 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 2023 and 2022, 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 2023 and 2022 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, 2024. For the years ended December 31, 2023 and December 31, 2022, Costamare Shipping and
Costamare Services charged aggregate fees of $63.7 million and $67.6 million, respectively, including
$14.5 million and $14.6 million for the years ended December 31, 2023 and 2022, 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, 2023, the terms of the Framework Agreement and the Services Agreement automatically

renewed for another one-year period, and will automatically renew for one more consecutive one-year period
until December 31, 2025, 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, 2025, 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

Costamare Shipping provided management services to the Joint Venture vessels under separate management
agreements with each Joint Venture entity pursuant to which Costamare Shipping provided technical, crew, crew
insurance, commercial, general and administrative and insurance services directly or together with V.Ships
Greece directly or, upon being directed to do so by the relevant Joint Venture entity through V.Ships Shanghai.
During the years ended December 31, 2023 and December 31, 2022, Costamare Shipping charged in aggregate to
the companies established pursuant to the Framework Deed and to the vessels privately owned or controlled by
our chairman and chief executive officer, Konstantinos Konstantakopoulos, $3.0 million and $2.5 million,
respectively, for services provided in accordance with the relevant agreements including $0.9 million and
$1.2 million for the years ended December 31, 2023 and 2022, respectively charged by third party managers.

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, 2022 and 2023 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 year ended December 31, 2022 and December 31,
2023, we paid $749,250 and $700,835, respectively, in total to Blue Net and $738,870 and $691,575,
respectively, in total to Blue Net Asia for charter brokerage services.

Costamare Bulkers appointed Local Agency A, Local Agency B and Local Agency C on November 14,

2022, and Local Agency D on November 20, 2023, as service providers on an exclusive basis to provide
chartering and other services on a cost basis (including all expenses related to the provision of the services) plus
a mark-up (currently set at 11%), with the Agency Agreements to continue until terminated by either party.
During the years ended December 31, 2022 and December 31, 2023 the Agency Companies charged Costamare
Bulkers for services provided, in the aggregate, $2.8 million and $11.7 million, respectively.

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 March 19, 2024, our containership fleet amounted to a total of
68 vessels and our dry bulk fleet amount to a total of 37.

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 on the containership sector by
staggering the maturities of our vessels’ charters, while in the dry bulk sector we operate our vessels
primarily on short term time charters, index-linked time charters, or voyage 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 2021,
2022 and 2023 our fleet utilization for each year was 99.3%, 98.4% and 98.9%, respectively. More
specifically, in 2023 our containerships fleet utilization rate was 99.0% and our dry bulk fleet
utilization rate was 98.7%. If the utilization pattern of our fleet changes, our financial results would be
affected.

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. Furthermore, such expenses include the cost of chartering-in vessels by CBI
along with the associated voyage expenses for such vessels which are subsequently employed under
voyage charters. 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

five years in the five-year period ended December 31, 2023. 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 operations, stockholders’ equity and cash flows for the years ended December 31,
2021, 2022 and 2023 and the consolidated balance sheets at December 31, 2022 and 2023, together with the
notes thereto, are included in ‘‘Item 18. Financial Statements’’ and should be read in their entirety.

Year Ended December 31,
2019
2023
2021
(Expressed in thousands of U.S. dollars, except for share and per share data)

2020

2022

STATEMENT OF OPERATIONS
Revenues:
Voyage revenue . . . . . . . . . . . . . . . . . . . . . . .
Income from investments in leaseback

vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . .

Expenses:
Voyage expenses . . . . . . . . . . . . . . . . . . . . . .
Charter-in hire expenses . . . . . . . . . . . . . . . .
Voyage expenses-related parties . . . . . . . . . .
Vessels’ operating expenses . . . . . . . . . . . . .
General and administrative expenses . . . . . .
General and administrative

$478,109

$460,319

$793,639

$1,113,859

$1,502,491

—
478,109

—
460,319

—
793,639

—
1,113,859

8,915
1,511,406

5,291
—
5,282
116,101
5,551

7,372
—
6,516
117,054
7,360

13,311
—
11,089
179,981
9,405

49,069
—
15,418
269,231
12,440

275,856
340,926
13,993
258,088
18,366

expenses-non-cash component . . . . . . . . .

3,879

3,655

7,414

7,089

5,850

Management and agency fees-related

parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21,319

21,616

29,621

46,735

56,254

Amortization of dry-docking and special

survey costs . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) / loss on sale of vessels, net . . . . . . .
Loss on vessel held for sale . . . . . . . . . . . . .
Vessels’ impairment loss . . . . . . . . . . . . . . . .
Foreign exchange (gains) / losses, net . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . .
Other Income / (expenses):
Interest income . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . .
Swaps breakage cost . . . . . . . . . . . . . . . . . . .
Equity gain on investments. . . . . . . . . . . . . .
Gain on sale of equity securities . . . . . . . . .
Dividend income from investment in equity
securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain / (loss) on derivative instruments, net .
Total other expenses . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings allocated to Preferred Stock . . . . .
Gain on retirement of Preferred Stock . . . . .
Net loss attributable to the non-controlling

8,948
113,462
19,589
2,495
3,042
27

9,056
108,700
79,120
7,665
31,577
300

10,433
136,958
(45,894)
—
—
(29)

13,486
165,998
(126,336)
—
1,691
(3,208)

19,782
166,340
(112,220)
2,305
434
(2,576)

$173,123

$ 60,328

$441,350

$ 662,246

$ 468,008

3,349
(89,007)
(16)
11,369
—

—
784
(603)
$ (74,124)
$ 98,999
$ (31,269)
—

1,827
(68,702)
(6)
16,195
—

—
1,181
(1,946)
$ (51,451)
$
8,877
$ (31,082)
619

1,587
(86,047)
—
12,859
60,161

1,833
4,624
(1,246)
$ (6,229)
$435,121
$ (31,068)
—

5,956
(122,233)
—
2,296
—

32,447
(144,429)
—
764
—

—
3,729
2,698

—
6,941
17,288
$ (107,554) $ (86,989)
$ 381,019
$ 554,692
(31,068)
(31,068)
—
—

interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

263

4,730

Year Ended December 31,
2019
2023
2021
(Expressed in thousands of U.S. dollars, except for share and per share data)

2022

2020

Net income / (loss) available to Common

Stockholders. . . . . . . . . . . . . . . . . . . . . . . . $

67,730 $

(21,586)$

404,053 $

523,887 $

354,681

Earnings / (loss) per common share, basic

and diluted . . . . . . . . . . . . . . . . . . . . . . . . . $

0.59 $

(0.18)$

3.28 $

4.26 $

2.95

Weighted average number of shares, basic

and diluted . . . . . . . . . . . . . . . . . . . . . . . . . 115,747,452 120,696,130 123,070,730 122,964,358 120,299,172

OTHER FINANCIAL DATA
Net cash provided by operating activities . . $
Net cash provided by / (used in) investing

250,391 $

274,284 $

466,494 $

581,593 $

331,368

activities . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8,858)

(36,397)

(787,456)

42,488

79,093

Net cash provided by / (used in) financing

activities . . . . . . . . . . . . . . . . . . . . . . . . . . .

(212,153)

(241,862)

482,594

(166,051)

(396,815)

Net increase / (decrease) in cash, cash

equivalents and restricted cash . . . . . . . . .
Dividends paid. . . . . . . . . . . . . . . . . . . . . . . .
BALANCE SHEET DATA (at year end)
Total current assets . . . . . . . . . . . . . . . . . . . . $
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . .
Total long-term debt and finance lease

29,380
(58,655)

(3,975)
(65,470)

161,632
(71,263)

458,030
(119,548)

13,646
(71,867)

197,244 $

192,050 $

426,124 $

3,011,958
266,534

3,010,516
206,974

4,407,041
370,027

1,014,622 $
4,896,229
423,090

1,117,661
5,287,022
662,770

liability, including current portion . . . . . .

1,426,162

1,465,619

2,467,321

2,607,534

2,391,644

Temporary equity – Redeemable

non-controlling interest in subsidiary . . . .
Common stock. . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity/net assets. . . . . . .

—
12
1,410,728

—
12
1,348,820

—
12
1,725,899

3,487
12
2,156,950

629
13
2,438,760

2019

Average for the Year Ended December 31,
2020

2022

2021

2023

FLEET DATA
Number of vessels . . . . . . . . . . . . . . . . . . . . .
TEU capacity (of our containerships). . . . . .
DWT capacity (of our dry bulk vessels)* . .

60.3
403,930
—

60.0
417,980
—

83.6
521,389
1,252,917

116.7
542,264
2,442,106

111.4
514,978
2,508,358

Average DWT capacity for the year ended December 31, 2021 was calculated based on 201 days (the period from June 14, 2021 to
December 31, 2021), given that we did not own any dry bulk vessels prior to June 14, 2021.

Voyage Revenue

Voyage revenues are primarily generated from time charter or voyage charter agreements. Voyage revenues

are driven primarily by the number of owned and chartered-in vessels in our fleet, the amount of daily charter
hire or freight rates that our owned and chartered-in vessels earn under time or voyage charter agreements and
the number of operating days during which our owned and chartered-in vessels generate revenues. These factors
are, in turn, affected by our decisions relating to vessel acquisitions and dispositions, the number of vessels that
we charter-in, 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 and dry-bulk 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. Under time charter agreements, voyage revenues 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.

Under a voyage charter agreement, a vessel is provided to a charterer for the transportation of specific
goods between specific ports in return for payment of an agreed upon freight per ton of cargo. We are also
engaged in contracts of affreightment which are contracts for multiple voyage charter employments. Voyage
revenues from voyage charters in the spot market or under contracts of affreightment are recognized ratably over
time because the charterer simultaneously receives and consumes the benefits of our performance as we perform.
Therefore, voyage revenue is recognized on a straight-line basis over the voyage days from the loading of cargo
to its discharge. Under a voyage charter agreement, the shipowner assumes all vessel operating costs and voyage
expenses.

Our voyage revenues will be affected by the acquisition and charter-in of any additional vessels in the future

subject to charter agreement, 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. Our voyage charter agreements and
contracts of affreightment are concluded in the spot market.

The initial onset of COVID-19 led to a 33% drop in containership charter rates during the first half of 2020;

however, increased demand for consumer goods during the second half of 2020 coupled with geographical
dislocation of empty container boxes away from production/manufacturing countries led to charter rates posting
an increase of 47% at the end of 2020 compared to a year ago. This momentum continued during 2021 due to
the combination of a rebound in global gross domestic product (‘‘GDP’’) growth, driven by consumer spending,
as well as port disruptions and congestion related to COVID-19. During the first eight months of 2022,
containership charter rates were higher than in the beginning of this year. However, since September of 2022 and
until December 2023, such rates have posted a significant decrease of 82%. Such decrease is attributed mainly to
a reduction in the demand for seaborne container transportation (3.4% reduction between 2021 and 2023) and the
unlocking of vessel capacity previously tied up by congestion.

In 2021, demand for dry bulk commodities rebounded as measured by the Baltic Dry Index (the ‘‘BDI’’),
which registered a low of 393 during the first half of 2020 as COVID-19 related lockdowns were in full effect
globally, to reach a high of 5,650 during the second half of 2021. However, during 2022, mainly due to the
Russia-Ukraine conflict, the strict COVID-19 lockdown policies in China and the emergence of inflationary
pressures, demand for seaborne dry bulk trade softened and BDI dropped in the end of 2022 by 49% compared
to the previous year. The negative trend was reversed in 2023 and at the end of this year BDI increased by
75% compared to the previous year, eliminating nearly all losses incurred in 2022. Such reversal is mainly
attributed to the increased seaborne demand for iron ore, coal, grains and other minerals.

Voyage Expenses

Voyage expenses primarily consist of port and canal charges, bunker (fuel) expenses 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. Under our voyage charter agreements, we assume the
voyage expenses other than the commissions. During 2022 and 2023, commissions charged represented 51% and
14% of voyage expenses, respectively.

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’’.

Charter-in hire expenses

Charter-in hire expenses represent the charter hire we pay to third party shipowners to charter their vessels.

Charter-in agreements are classified as operating leases and lease expense is recognized on a straight-line basis
over the rental periods of such charter 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, 2023, approximately 12% 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 and Agency Fees

Since January 1, 2015, we have been paying our managers a daily management fee of $956 per day
per vessel. Effective from January 1, 2022, the daily fee increased to $1,020 per vessel. The total management
fees paid by us to our managers during the years ended December 31, 2021, 2022 and 2023 amounted to
$29.6 million, $43.9 million and $44.6 million, respectively. During the year ended December 31, 2023, we paid
agency fees of $11.7 million, in aggregate, charged by the Agency Companies in connection with the operations
of Costamare Bulkers. During the fourth quarter of 2022 we paid agency fees of $2.8 million, in aggregate,
charged by Local Agency A, Local Agency B and Local Agency C in connection with the operations of
Costamare Bulkers. See ‘‘Item 7. Major Shareholders and Related Party Transactions—B. Related Party
Transactions—Management and Services Agreements’’ 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. For dry bulk vessels that have passed their third special survey, a dry-dock is
required every two and a half years thereafter. 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. The

estimated useful lives of our containerships are 30 years from their initial delivery from the shipyard. The
estimated useful lives of our dry bulk vessels are 25 years from their initial delivery from the shipyard.
Depreciation is based on cost, less the estimated scrap value of the vessels.

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

operations. In each of the years ended December 31, 2021, 2022 and 2023, we sold five, five and nine 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

operations.

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 and our new
committed term loan please read ‘‘—B. Liquidity and Capital Resources—Credit Facilities, Finance Leases and
Other Financing Arrangements’’.

Income from Equity Method Investments

Per the terms of the Framework Deed, we currently hold a minority interest in the equity of two dormant

companies. We account for these entities as equity investments. Income from equity method investments
represents our share of the earnings or losses of these entities for the reported period. For a description of the
Framework Deed please see ‘‘Item 4. Information on the Company—B. Business Overview—Our
Fleet—Framework Deed’’.

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. Furthermore, we enter into forward freight agreements to establish market positions and to hedge our
exposure to dry bulk freight rates, and we also enter into bunker swap agreements to hedge our relative
exposure. 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 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 interest rate swaps, please read ‘‘Item 11. Quantitative and Qualitative
Disclosures About Market Risk—A. Quantitative Information About Market Risk—Interest Rate Risk’’.

Results of Operations

Year ended December 31, 2023 compared to year ended December 31, 2022

During the year ended December 31, 2023 and 2022, we had an average of 111.4 and 116.7 vessels,
respectively, in our owned fleet. In addition, during the year ended December 31, 2023, through CBI we
chartered-in an average of 43.1 third-party dry bulk vessels. As of February 6, 2024, CBI has chartered-in 51 dry
bulk vessels on period charters.

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 of 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 acquired the secondhand dry bulk vessels Enna,

Dorado and Arya with an aggregate DWT of 417,241, and we sold the container vessels Maersk Kalamata,
Sealand Washington and Oakland with an aggregate TEU capacity of 18,182 and the dry bulk vessels Miner,
Taibo, Comity, Peace, Pride and Cetus with an aggregate DWT of 248,655.

During the year ended December 31, 2022, we acquired (i) the secondhand container vessel Dyros with a

TEU capacity of 4,578 and (ii) the secondhand dry bulk vessels Oracle, Libra and Norma with an aggregate
DWT of 172,717. Furthermore, in the year ended December 31, 2022, we sold the container vessels Messini,
Sealand Michigan, Sealand Illinois and York with an aggregate TEU capacity of 22,402, and the dry bulk vessel
Thunder, with DWT of 57,334.

As of December 31, 2023, we have invested in NML the amount of $119.6 million. NML is included in our

consolidated financial statements.

In the years ended December 31, 2023 and 2022, our fleet ownership days totaled 40,652 and 42,595 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 and Vessels’ Operational Data

(Expressed in millions of U.S. dollars, except percentages)

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investments in lease back vessels . . . . . . . . . . . . . .
Voyage expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charter-in hire expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voyage expenses – related parties . . . . . . . . . . . . . . . . . . . . . . . . .
Vessels’ operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . .
Management and agency fees – related parties . . . . . . . . . . . . . . .
General and administrative expenses – non-cash component . . . .
Amortization of dry-docking and special survey costs . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of vessels, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on vessels held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vessels’ impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity method investments. . . . . . . . . . . . . . . . . . . .

Year ended December 31,

2022

2023

$1,113.9
—
(49.1)
—
(15.4)
(269.2)
(12.4)
(46.7)
(7.1)
(13.5)
(166.0)
126.3
—
(1.7)
3.2
5.9
(122.2)
2.3

$1,502.5
8.9
(275.9)
(340.9)
(14.0)
(258.1)
(18.4)
(56.3)
(5.8)
(19.8)
(166.3)
112.2
(2.3)
(0.4)
2.6
32.4
(144.4)
0.8

Change

$388.6
8.9
226.8
340.9
(1.4)
(11.1)
6.0
9.6
(1.3)
6.3
0.3
(14.1)
2.3
(1.3)
(0.6)
26.5
22.2
(1.5)

Percentage
Change

34.9%
n.m.
n.m.
n.m.
(9.1%)
(4.1%)
48.4%
20.6%
(18.3%)
46.7%
0.2%
(11.2%)
n.m.
(76.5%)
(18.8%)
n.m.
18.2%
(65.2%)

(Expressed in millions of U.S. dollars, except percentages)

2022

2023

Change

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on derivative instruments, net . . . . . . . . . . . . . . . . . . . . . . . .

3.7
2.7

6.9
17.3

3.2
14.6

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$554.7

$381.0

Year ended December 31,

Vessels’ operational data

Average number of vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ownership days. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of vessels under dry-docking and special survey . . . . . .

Year ended December 31,

2022

116.7
42,595
23

2023

111.4
40,652
25

Change

(5.3)
(1,943)
2

Percentage
Change

86.5%
n.m.

Percentage
Change

(4.5%)
(4.6%)

Segmental Financial Summary

(Expressed in millions of U.S. dollars)

Year ended December 31, 2022

Container
vessels

Dry bulk
vessels

CBI Other Eliminations

Total

Voyage revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intersegment voyage revenue . . . . . . . . . . . . . . . . . . . . . .
Amortization of dry-docking and special survey costs . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity method investments . . . . . . . . . . . .

$ 797.4
—
(11.8)
(126.3)
3.6
(101.9)
—

$ 0.4

$ —
$316.1
— —
0.8
(1.7) — —
(39.7) — —
— —
(20.3) — —
— 2.3

2.3

—

Net Income / (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 458.5

$ 97.4

$(3.5) $2.3

$ —
(0.8)
—
—
—
—
—

$ —

$1,113.9
—
(13.5)
(166.0)
5.9
(122.2)
2.3

$ 554.7

(Expressed in millions of U.S. dollars)

Year ended December 31, 2023

Container
vessels

Dry bulk
vessels

CBI

NML Other Eliminations

Total

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 839.4
—
Intersegment voyage revenue . . . . . . . . . . . . . . . . .
Income from investments in leaseback vessels . . .
—
Amortization of dry-docking and special survey

costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . . . . . . .
Income from equity method investments. . . . . . . .

(15.3)
(126.7)
18.3
(117.0)
—

$155.9 $507.2 $ — $ — $ — $1,502.5
—
8.9

— — —
— 8.9 —

(11.9)
—

11.9
—

(4.5)
(39.6)
11.6
(24.0)
—

— — —
— — —
0.2 —
2.3
(2.2) —
(1.2)
— — 0.8

—
—
—
—
—

(19.8)
(166.3)
32.4
(144.4)
0.8

Net Income / (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ 507.0

$ (43.1) $ (88.1) $ 4.5 $0.7

$ — $ 381.0

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, 2023 and December 31, 2022. 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, except percentages)

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued charter revenue(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Time charter assumed . . . . . . . . . . . . . . . . . . . . .
Voyage revenue adjusted on a cash basis(2). . . . . . . . . . . . . . . . . .

Year ended December 31,

2022

2023

$1,113.9
(2.6)
0.2

$1,502.5
3.3
(0.2)

Change

$388.6
5.9
(0.4)

$1,111.5

$1,505.6

$394.1

Percentage
Change

34.9%
n.m.
n.m.

35.5%

(1) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line
basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period.

(2) 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. 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. The increases or decreases in daily charter rates
under our charter party agreements are described in the notes to the table in ‘‘Item 4. Information On the Company—Business
Overview—Our Fleet, Acquisitions and Vessels Under Construction’’.

Voyage Revenue

Voyage revenue increased by 34.9%, or $388.6 million, to $1,502.5 million during the year ended
December 31, 2023, from $1,113.9 million during the year ended December 31, 2022. The increase is mainly
attributable to (i) revenue earned by CBI, which has been fully operational since the first quarter of 2023 and
(ii) increased charter rates in certain of our container vessels, partly off-set by decreased charter rates in certain
of our dry bulk vessels and by revenue not earned by seven container vessels and seven dry bulk vessels sold
during 2022 and 2023.

Voyage revenue adjusted on a cash basis (which eliminates non-cash ‘‘Accrued charter revenue’’) increased

by 35.5%, or $394.1 million, to $1,505.6 million during the year ended December 31, 2023, from
$1,111.5 million during the year ended December 31, 2022. Accrued charter revenue for the years ended
December 31, 2023 and 2022 was a positive amount of $3.3 million and a negative amount of $2.6 million,
respectively.

Income from investments in leaseback vessels

Income from investments in leaseback vessels was $8.9 million for the year ended December 31, 2023.

Income from investments in leaseback vessels was earned from NML’s operations since the second quarter of
2023. NML acquires, owns and bareboat charters out vessels through its wholly-owned subsidiaries.

Voyage Expenses

Voyage expenses were $275.9 million and $49.1 million for the years ended December 31, 2023 and 2022,

respectively. Voyage expenses increased, period over period, mainly due to the operations of CBI which was
fully operational during the year ended December 31, 2023. Voyage expenses mainly include (i) fuel
consumption mainly related to dry bulk vessels, (ii) third-party commissions, (iii) port expenses and (iv) canal
tolls.

Charter-in Hire Expenses

Charter-in hire expenses were $340.9 million and nil for the years ended December 31, 2023 and 2022,
respectively. Charter-in hire expenses are expenses relating to the chartering-in of third-party dry bulk vessels
under charter agreements through CBI.

Voyage Expenses – related parties

Voyage expenses – related parties were $14.0 million and $15.4 million for the years ended December 31,
2023 and 2022, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on
voyage revenues earned by our owned 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 $1.4 million and $1.5 million, in the aggregate, for the years ended
December 31, 2023 and 2022, 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 $258.1 million and $269.2 million during the years ended
December 31, 2023 and 2022, respectively. Daily vessels’ operating expenses were $6,349 and $6,321 for the
years ended December 31, 2023 and 2022, 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 $18.4 million and $12.4 million during the years ended

December 31, 2023 and 2022, respectively, and include amounts of $2.7 million and $2.7 million, respectively,
that were paid to a related service provider.

Management and Agency Fees – related parties

Management fees charged by our related managers were $44.6 million and $43.9 million during the years
ended December 31, 2023 and 2022, respectively. The amounts charged by our related party managers include
amounts paid to third party managers of $14.5 million and $14.6 million for the years ended December 31, 2023
and 2022, respectively. Furthermore, during the years ended December 31, 2023 and 2022, agency fees of
$11.7 million and $2.8 million, respectively, were charged by related agency companies, in connection with the
operations of CBI.

General and Administrative Expenses – non-cash component

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. General and administrative expenses –
non-cash component for the year ended December 31, 2022 amounted to $7.1 million, representing the value of
the shares issued to a related service provider on March 30, 2022, on June 30, 2022, on September 30, 2022 and
on December 30, 2022.

Amortization of Dry-Docking and Special Survey Costs

Amortization of deferred dry-docking and special survey costs was $19.8 million and $13.5 million during

the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023,
23 vessels underwent and completed their dry-docking and special survey and two vessels were in the process of
completing their dry-docking and special survey. During the year ended December 31, 2022, 18 vessels
underwent and completed their dry-docking and special survey and five vessels were in the process of
completing their dry-docking and special survey.

Depreciation

Depreciation expense for the years ended December 31, 2023 and 2022 was $166.3 million and

$166.0 million, respectively.

Gain on Sale of Vessels, net

During the year ended December 31, 2023, we recorded an aggregate net gain of $112.2 million from (i) the

sale of the container vessel Oakland, which was classified as a vessel held for sale as of September 30, 2023,
(ii) the sale of the container vessels Maersk Kalamata and Sealand Washington, each of which was classified as
a vessel held for sale as of December 31, 2022 (initially classified as vessels held for sale as of March 31, 2022),
(iii) the sale of the dry bulk vessel Taibo, which was classified as a vessel held for sale as of March 31, 2023,
(iv) the sale of the dry bulk vessels Peace, Pride, Cetus, Miner and Comity and (v) the result of the accounting
classification of the container vessels Vela and Vulpecula as ‘‘Net investment in Sale type lease (Vessels)’’.
During the year ended December 31, 2022, we recorded an aggregate gain of $126.3 million from the sale of the
container vessels Messini, Sealand Michigan, Sealand Illinois and York (vessels each classified as held for sale
during the fourth quarter of 2021) and the dry bulk vessel Thunder (a vessel classified as held for sale during the
first quarter of 2022).

Vessels Held for Sale

During the year ended December 31, 2023, we recorded a loss on vessels held for sale of $2.3 million,
representing the expected loss from the sale of the dry bulk vessels Konstantinos and Progress during the next
twelve-month period. Furthermore, during the year ended December 31, 2023, the dry bulk vessels Manzanillo
and Adventure were classified as vessels held for sale but no loss on vessels held for sale was recorded, since
each vessel’s estimated fair value less costs to sell exceeded each vessel’s carrying value. During the year ended
December 31, 2022, the container vessels Sealand Washington and Maersk Kalamata were classified as vessels
held for sale. No loss on vessels held for sale was recorded during the year ended December 31, 2022, since
each vessel’s fair value less cost to sell exceeded each vessel’s carrying value.

Vessels’ Impairment Loss

During the year ended December 31, 2023, we recorded an impairment loss in relation to two of our dry

bulk vessels in the amount of $0.4 million in the aggregate. During the year ended December 31, 2022, we
recorded an impairment loss in relation to four of our dry bulk vessels in the amount of $1.7 million in the
aggregate.

Interest Income

Interest income amounted to $32.4 million and $5.9 million for the years ended December 31, 2023 and

2022, respectively.

Interest and Finance Costs

Interest and finance costs were $144.4 million and $122.2 million during the years ended December 31,
2023 and 2022, respectively. The increase is mainly attributable to the increased interest expense due to increased
financing costs during the year ended December 31, 2023 compared to the year ended December 31, 2022.

Income from Equity Method Investments

Income from equity method investments for the years ended December 31, 2023 and 2022 was $0.8 million
and $2.3 million, respectively, representing our share of the income in jointly owned companies set up pursuant
to the Framework Deed. 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 of the 2018-built, 3,800 TEU capacity containership Polar
Brasil and as result we acquired the 100% equity interest in the vessel and (iii) 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. As of December 31, 2023 and 2022, two and five companies,
respectively, were jointly owned pursuant to the Framework Deed out of which nil and four companies,
respectively, owned container vessels.

Gain on Derivative Instruments, net

As of December 31, 2023, 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 ‘‘Other Comprehensive Income’’
(‘‘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 operations.

As of December 31, 2023, the fair value of these instruments, in aggregate, amounted to a net asset of
$47.7 million. During the year ended December 31, 2023, a net loss of $25.0 million has been included in OCI
and a gain of $17.3 million has been included in Gain on Derivative Instruments, net.

Year ended December 31, 2022 compared to year ended December 31, 2021

During the years ended December 31, 2022 and 2021, we had an average of 116.7 and 83.6 vessels,

respectively, in our fleet.

In the year ended December 31, 2022, we accepted delivery of (i) the secondhand container vessel Dyros

with a TEU capacity of 4,578 and (ii) the secondhand dry bulk vessels Oracle, Libra and Norma with an
aggregate DWT of 172,717. Furthermore, in the year ended December 31, 2022, we sold the container vessels
Messini, Sealand Michigan, Sealand Illinois and York with an aggregate TEU capacity of 22,402, and the dry
bulk vessel Thunder, with DWT of 57,334.

Furthermore, during the fourth quarter of 2022, our dry bulk operating platform under Costamare Bulkers
commenced operations. Costamare Bulkers charters-in/out dry bulk vessels, enters into contracts of affreightment,
forward freight agreements and may also utilize hedging solutions.

In the year ended December 31, 2021, (i) we accepted delivery of the newbuild container vessels YM Target

and YM Tiptop with an aggregate TEU capacity of 25,380, the secondhand container vessels Aries, Argus,
Glen Canyon, Androusa, Norfolk, Porto Cheli, Porto Kagio, Porto Germeno, and Gialova with an aggregate
TEU capacity of 49,909; and we sold the container vessels Halifax Express, Prosper, Venetiko, ZIM Shanghai and
ZIM New York with an aggregate TEU capacity of 22,306 and (ii) we acquired (a) the 75% equity interest of
York in each of the 11,010 TEU container vessels Cape Kortia and Cape Sounio and (b) the 51% equity interest
of York in each of the 11,010 TEU container vessels Cape Tainaro, Cape Artemisio and Cape Akritas and as a
result we obtained 100% of the equity interest in each of these five vessels.

In addition, in the year ended December 31, 2021, we acquired all of the equity interest of sixteen
companies (which owned or had committed to acquire dry bulk vessels) owned by entities affiliated with our
Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos. We agreed to acquire these companies
from Mr. Konstantakopoulos at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his
affiliated entities. Mr. Konstantakopoulos did not receive a profit as a result of the acquisition. The sixteen dry
bulk vessels (Pegasus, Builder, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird,
Aeolian, Comity, Athena, Farmer and Greneta) that were part of the acquisition had an aggregate DWT of
932,329 and were delivered to us during the year ended December 31, 2021. In addition, in the year ended
December 31, 2021, we accepted delivery of another twenty-seven secondhand dry bulk vessels (Bernis, Verity,
Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo,
Thunder, Equity, Cetus, Curacao, Rose, Bermondi, Titan I, Orion, Merchia, Damon, Pythias, Hydrus and
Phoenix) with an aggregate DWT of 1,388,422.

In the years ended December 31, 2022 and 2021, our fleet ownership days totaled 42,595 and 30,525 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 and Vessels’ Operational Data(1)

(Expressed in millions of U.S. dollars, except percentages)

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voyage expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voyage expenses – related parties . . . . . . . . . . . . . . . . . . . . . . . . .
Vessels’ operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . .
Management and agency fees – related parties . . . . . . . . . . . . . . .
General and administrative expenses – non-cash component . . . .
Amortization of dry-docking and special survey costs . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of vessels, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vessels’ impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of equity securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity method investments. . . . . . . . . . . . . . . . . . . .
Dividend income from investment in equity securities . . . . . . . . .

Year ended December 31,

2021

2022

$ 793.6
(13.3)
(11.1)
(180.0)
(9.4)
(29.6)
(7.4)
(10.4)
(137.0)
45.9
—
0.1
1.6
(86.1)
60.2
12.8
1.8

$1,113.9
(49.1)
(15.4)
(269.2)
(12.4)
(46.7)
(7.1)
(13.5)
(166.0)
126.3
(1.7)
3.2
5.9
(122.2)
—
2.3
—

Change

$320.3
35.8
4.3
89.2
3.0
17.1
(0.3)
3.1
29.0
80.4
1.7
3.1
4.3
36.1
(60.2)
(10.5)
(1.8)

Percentage
Change

40.4%
n.m.
38.7%
49.6%
31.9%
57.8%
(4.1%)
29.8%
21.2%
175.2%
n.m.
n.m.
n.m.
41.9%
n.m.
(82.0%)
n.m.

(Expressed in millions of U.S. dollars, except percentages)

2021

2022

Change

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain / (loss) on derivative instruments . . . . . . . . . . . . . . . . . . . . .

4.6
(1.2)

3.7
2.7

(0.9)
3.9

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$435.1

$554.7

Year ended December 31,

Percentage
Change

(19.6%)
n.m.

Vessels’ operational data

Year ended December 31,

2021

83.6
30,525
15

2022

116.7
42,595
23

Change

33.1
12,070
8

Percentage
Change

39.6%
39.5%

Segmental Financial Summary

(Expressed in millions of U.S. dollars)

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of dry-docking and special survey costs . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity method investments. . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year ended December 31, 2021

Container
vessels

Dry bulk
vessels(1)

$ 678.3
(10.3)
(125.8)
1.6
(81.9)
—
$ 303.5

$115.3
(0.1)
(11.2)
—
(4.2)
—
$ 56.8

Other

$ —
—
—
—
—
12.8
$74.8

Total

$ 793.6
(10.4)
(137.0)
1.6
(86.1)
12.8
$ 435.1

(Expressed in millions of U.S. dollars)

Year ended December 31, 2022

Container
vessels

Dry bulk
vessels

CBI Other Eliminations

Total

$ 797.4
—
(11.8)
(126.3)
3.6
(101.9)
—
$ 458.5

$ 0.4

$ —
$316.1
0.8
— —
(1.7) — —
(39.7) — —
— —
(20.3) — —
— 2.3
$(3.5) $2.3

—
$ 97.4

2.3

$ —
(0.8)
—
—
—
—
—
$ —

$1,113.9
—
(13.5)
(166.0)
5.9
(122.2)
2.3
$ 554.7

(1)

The results of dry bulk vessels are included from June 14, 2021. Prior to that, our results were attributable to container vessels only.
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, 2022 and December 31, 2021. 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.

Year ended December 31,

(Expressed in millions of U.S. dollars, except percentages)

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued charter revenue(2) . . . . . . . . . . . . . . . . . . . . .
Amortization of Time charter assumed. . . . . . . . . . . .
Voyage revenue adjusted on a cash basis(3) . . . . . . . .

2021

$793.6
(11.3)
(0.4)

$781.9

2022

$1,113.9
(2.6)
0.2

$1,111.5

Change

$320.3
8.7
0.6

$329.6

Percentage
Change

40.4%
77.0%
n.m.

42.2%

(2) Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line
basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period.

(3) Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash ‘‘Accrued charter revenue’’ recorded

Voyage Revenue

Voyage revenue increased by 40.4%, or $320.3 million, to $1,113.9 million during the year ended
December 31, 2022, from $793.6 million during the year ended December 31, 2021. The increase is mainly
attributable to (i) revenue earned by one container vessel and three dry bulk vessels acquired during the
first quarter of 2022, (ii) revenue earned by 16 container vessels and 43 dry bulk vessels acquired during the
year ended December 31, 2021 and (iii) increased charter rates in certain of our container vessels during the year
ended December 31, 2022 compared to the year ended December 31, 2021; partly off-set by (i) revenue not
earned by four container vessels and one dry bulk vessel sold during the year ended December 31, 2022,
(ii) revenue not earned by five container vessels sold during the year ended December 31, 2021 and
(iii) decreased charter rates in certain of our dry bulk vessels during the year ended December 31, 2022
compared to the year ended December 31, 2021.

Voyage revenue adjusted on a cash basis (which eliminates non-cash ‘‘Accrued charter revenue’’), increased
by 42.2%, or $329.6 million, to $1,111.5 million during the year ended December 31, 2022, from $781.9 million
during the year ended December 31, 2021. Accrued charter revenue for the years ended December 31, 2022 and
2021 was a negative amount of $2.6 million and $11.3 million, respectively.

Voyage Expenses

Voyage expenses were $49.1 million and $13.3 million for the years ended December 31, 2022 and 2021,
respectively. Voyage expenses increased year over year partially due to the increased number of vessels in our
fleet, and mainly include (i) fuel consumption mainly related to our dry bulk vessels, (ii) third party
commissions, (iii) port expenses and (iv) canal tolls.

Voyage Expenses – related parties

Voyage expenses – related parties were $15.4 million and $11.1 million for the years ended December 31,
2022 and 2021, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on
voyage revenues charged by a related manager and a 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 $1.3 million, in the aggregate, for the years ended December 31, 2022 and 2021, 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 $269.2 million and $180.0 million during the years ended
December 31, 2022 and 2021, respectively. Daily vessels’ operating expenses were $6,321 and $5,896 for the
years ended December 31, 2022 and 2021, respectively. The increase in the daily operating expenses during the
year ended December 31, 2022 is mainly attributable to increased crew costs related to COVID-19 pandemic
measures. 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 $12.4 million and $9.4 million during the years ended

December 31, 2022 and 2021, respectively, and include $2.7 million and $2.5 million, respectively, that were
paid to a related manager.

Management and Agency Fees – related parties

Management fees charged by our related party managers were $43.9 million and $29.6 million during the

years ended December 31, 2022 and 2021, respectively. The amounts charged by our related party managers

include amounts paid to third party managers of $14.6 million and $11.1 million for the years ended
December 31, 2022 and 2021, respectively. Furthermore, during the fourth quarter of 2022 agency fees of
$2.8 million, in aggregate, charged by three related agents in connection with the operations of CBI.

General and Administrative Expenses – non-cash component

General and administrative expenses – non-cash component for the year ended December 31, 2022
amounted to $7.1 million, representing the value of the shares issued to a related party manager on March 30,
2022, on June 30, 2022, on September 30, 2022 and on December 30, 2022. General and administrative expenses
– non-cash component for the year ended December 31, 2021 amounted to $7.4 million, representing the value
of the shares issued to a related party manager on March 31, 2021, on June 30, 2021, on September 30, 2021
and on December 30, 2021.

Amortization of Dry-Docking and Special Survey Costs

Amortization of deferred dry-docking and special survey costs was $13.5 million and $10.4 million during

the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022,
18 vessels underwent and completed their dry-docking and special survey and five vessels were in the process of
completing their dry-docking and special survey. During the year ended December 31, 2021, 14 vessels
underwent and completed their dry-docking and special survey and one vessel was in the process of completing
her dry-docking and special survey.

Depreciation

Depreciation expense for the years ended December 31, 2022 and 2021 was $166.0 million and

$137.0 million, respectively.

Gain on Sale of Vessels, net

During the year ended December 31, 2022, we recorded an aggregate gain of $126.3 million from the sale
of the container vessels Messini, Sealand Michigan, Sealand Illinois and York (vessels classified as held for sale
during the fourth quarter of 2021) and the dry bulk vessel Thunder (vessel classified as held for sale during the
first quarter of 2022). During the year ended December 31, 2021, we recorded a net gain of $45.9 million from
the sale of the container vessels Prosper (asset held for sale at March 31, 2021), Halifax Express (asset held for
sale at December 31, 2020), Venetiko (asset held for sale at March 31, 2021 and June 30, 2021), ZIM Shanghai
(asset held for sale as at June 30, 2021 and September 30, 2021) and ZIM New York (asset held for sale as at
June 30, 2021 and September 30, 2021).

Vessels’ Impairment Loss

During the year ended December 31, 2022, we recorded an impairment loss in relation to four of our dry

bulk vessels in the amount of $1.7 million in the aggregate. During the year ended December 31, 2021, no
impairment loss was recorded.

Vessels Held for Sale

During the year ended December 31, 2022, the container vessels Sealand Washington and Maersk Kalamata

were classified as vessels held for sale. No loss on vessels held for sale was recorded during the year ended
December 31, 2022, since each vessel’s fair value less cost to sell exceeded each vessel’s carrying value. During
the year ended December 31, 2021, the container vessels Messini, Sealand Illinois, Sealand Michigan and York
were classified as vessels held for sale. No loss on vessels held for sale was recorded since each vessel’s
estimated fair value less costs to sell exceeded each vessel’s carrying value.

Interest Income

Interest income amounted to $5.9 million and $1.6 million for the years ended December 31, 2022 and

2021, respectively.

Interest and Finance Costs

Interest and finance costs were $122.2 million and $86.1 million during the years ended December 31, 2022

and 2021, respectively. The increase is mainly attributable to the increased average loan balances and increased
financing costs during the year ended December 31, 2022 compared to the year ended December 31, 2021.

Gain on Sale of Equity Securities / Dividend Income from Investment in Equity Securities

The gain on sale of equity securities of $60.2 million for the year ended December 31, 2021, represents the
difference between the aggregate sale price of 1,221,800 ordinary shares of ZIM compared to the book value of
these shares as of December 31, 2020. ZIM completed its initial public offering and listing on the New York
Stock Exchange of its ordinary shares on January 27, 2021. Furthermore, in the year ended December 31, 2021,
we received a dividend from ZIM in the amount of $1.8 million.

Income from Equity Method Investments

Income from equity method investments for the year ended December 31, 2022 was $2.3 million

($12.8 million for the year ended December 31, 2021), representing our share of the income in jointly owned
companies set up pursuant to the Framework Deed. As of December 31, 2022 and December 31, 2021 five and
six companies, respectively, were jointly owned pursuant to the Framework Deed out of which four and
four companies, respectively, owned container vessels. The decreased income from equity method investments in
the year ended December 31, 2022 compared to the year ended December 31, 2021 is mainly attributable to the
recorded capital gain on the sale of one jointly owned container vessel during the third quarter of 2021 and to
the decreased number of container vessels jointly owned with York during 2022 compared to 2021.

Gain / (loss) on Derivative Instruments

As of December 31, 2022, we hold 28 interest rate derivatives and two cross currency rate swaps, all of
which qualify for hedge accounting. As a result, the change in the fair value of each instrument is recorded in
‘‘Other Comprehensive Income’’ (‘‘OCI’’). As of December 31, 2022, the fair value of these instruments, in
aggregate, amounted to a net asset of $44.9 million. During the year ended December 31, 2022, a gain of
$48.7 million has been included in OCI and a loss of $0.2 million has been included in Gain / (loss) on
Derivative Instruments.

Furthermore, as of December 31, 2022, we hold six forward freight agreements and one bunker swap

agreement, none of which qualify for hedge accounting. As a result, the change in the fair value of such
instruments is recorded in the consolidated statements of operations. As of December 31, 2022, the fair value of
these instruments, in aggregate, amounted to a net asset of $0.1 million and a net gain of $0.1 million has been
included in Gain / (loss) on Derivative Instruments during the year ended December 31, 2022.

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 preferred and common stock. Our
long-term liquidity needs primarily relate to additional vessel acquisitions in the containership and dry bulk
sectors 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.

In addition, since our initial public offering in 2010, we have completed several equity offerings. On March 27,

2012, the Company completed a follow-on public equity offering in which we issued 7,500,000 shares of common
stock at a public offering price of $14.10 per share. The net proceeds of this offering were $100.6 million. On
October 19, 2012, the Company completed a second follow-on public equity offering in which we issued
7,000,000 shares of common stock at a public offering price of $14.00 per share. The net proceeds of this offering
were $93.5 million. On August 7, 2013, the Company completed a public equity offering of 2,000,000 shares of
Series B Preferred Stock at a public offering price of $25.00 per share. The net proceeds of this offering were
$48.0 million. On January 21, 2014, the Company completed a public equity offering of 4,000,000 shares of Series C
Preferred Stock at a public offering price of $25.00 per share. The net proceeds of this offering were $96.5 million. On
May 13, 2015, the Company completed a public equity offering of 4,000,000 shares of Series D Preferred Stock at a
public offering price of $25.00 per share. The net proceeds of this offering were $96.6 million. On December 5, 2016,
the Company completed a third 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. On May 31,
2017, the Company completed a fourth 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. On
January 30, 2018, the Company completed a public equity offering of 4,600,000 shares of Series E Preferred Stock at
a public offering price of $25.00 per share. The net proceeds of this offering were $111.2 million. We intend to file a
Form F-3 shelf registration statement for future issuances of securities, up to an aggregate amount of $500 million, in
the public market.

On November 30, 2022, we announced our dry bulk operating platform. In connection with the

establishment of the dry bulk operating platform, we initially invested $100 million and we agreed to invest up
to an additional $100 million in the new line of business under certain conditions. As of March 19, 2024, we
have invested an aggregate of $200 million. See ‘‘Item 4. Information on the Company—A. History and
Development of the Company’’.

On March 16, 2023, we announced our investment in a leasing business. In connection with the investment,
we agreed to invest up to $200 million in the new line of business as provided for in the Neptune Shareholders’
Agreement. As of March 19, 2024, we have invested an aggregate of $123.3 million. See ‘‘Item 4. Information
on the Company—A. History and Development of the Company’’.

As of December 31, 2023, we had total cash liquidity of $825.2 million, consisting of cash, cash equivalents

and restricted cash.

As of March 19, 2024, we had four series of 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, approximately $99.7 million aggregate liquidation
preference of the Series D Preferred Stock and approximately $114.4 million aggregate liquidation preference of
the Series E 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 E Preferred Stock carry an annual dividend rate of
8.875% per $25.00 of liquidation preference per share and are redeemable by us at any time.

As of December 31, 2023, we had an aggregate of $2.4 billion of indebtedness outstanding under various
credit agreements, including our unsecured bond loan, finance leases and other financing arrangements. As of the
same date, we had an aggregate undrawn amount of $132.2 million under two of our hunting license facilities.

As of March 19, 2024, we had five unencumbered vessels in the water.

Our common stock dividend policy and our 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 7, 2023, May 5, 2023, August 7, 2023, November 6, 2023 and February 7, 2024,
we issued 384,177 shares, 498,030 shares, 380,399 shares, 479,714 shares and 420,178 shares, respectively,
pursuant to the Dividend Reinvestment Plan. Our Chairman and CEO, Konstantinos Konstantakopoulos,
reinvested all his cash dividends on the aforementioned dates.

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 4,736,702 common shares for a total amount of $60.1 million, with the average purchase price of
$12.69 per share. During the year ended December 31, 2023, the Company acquired 6,267,808 common shares
for a total amount of $60.0 million, with the average purchase price of $9.57 per share. See ‘‘Item 16.E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers’’.

Working Capital Position

We have historically financed our capital requirements with cash flow from operations, equity contributions
from stockholders 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, which is current assets minus current
liabilities, including the current portion of long-term debt, was positive $454.9 million at December 31, 2023 and
positive $591.5 million at December 31, 2022.

We anticipate that internally generated cash flow will be sufficient to fund the operations of our fleet, including

our working capital requirements. See ‘‘—Credit Facilities, Finance Leases and Other Financing Arrangements’’.

Cash Flows

Years ended December 31, 2021, 2022 and 2023

Year ended December 31,
2021
2023
2022
(Expressed in millions of U.S. dollars)

Condensed cash flows
Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by / (Used in) Investing Activities . . . . . . . . . . . . . . . . . .
Net Cash Provided by / (Used in) Financing Activities . . . . . . . . . . . . . . . . . .

$ 466.5
(787.5)
482.6

$ 581.6
42.5
(166.1)

$ 331.4
79.1
(396.8)

Net Cash Provided by Operating Activities

Net cash flows provided by operating activities for the year ended December 31, 2023, decreased by
$250.2 million to $331.4 million, from $581.6 million for the year ended December 31, 2022. The decrease is
mainly attributable to the decreased net cash from operations, to 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), to the increased
payments for interest (including interest derivatives net receipts) during the year ended December 31, 2023
compared to the year ended December 31, 2022 and to the increased dry-docking and special survey costs during
the year ended December 31, 2023 compared to the year ended December 31, 2022.

Net cash flows provided by operating activities for the year ended December 31, 2022, increased by
$115.1 million to $581.6 million, from $466.5 million for the year ended December 31, 2021. The increase is
mainly attributable to increased cash from operations of $329.6 million; partly off-set by (i) 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) of $14.0 million, (ii) the increased payments for interest (including swap net payments) of
$24.7 million during the year ended December 31, 2022 compared to the year ended December 31, 2021 and
(iii) the increased dry-docking and special survey costs of $19.4 million during the year ended December 31,
2022 compared to the year ended December 31, 2021.

Net cash flows provided by operating activities for the year ended December 31, 2021, increased by

$192.2 million to $466.5 million, from $274.3 million for year ended December 31, 2020. The increase is mainly
attributable to increased cash from operations of $300.2 million, partly off-set by 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)
of $1.3 million, by the increased payments for interest (including swap payments) of $11.8 million during the
year ended December 31, 2021 compared to the year ended December 31, 2020 and by the increased
dry-docking and special survey costs of $3.4 million during the year ended December 31, 2021 compared to the
year ended December 31, 2020.

Net Cash Provided by / (Used in) Investing Activities

Net cash provided by investing activities was $79.1 million in the year ended December 31, 2023, which

mainly consisted of proceeds we received from (i) the sale of the container vessels Sealand Washington, Maersk
Kalamata and Oakland and the dry bulk vessels Miner, Taibo, Comity, Peace, Pride and Cetus and (ii) the
maturity of our short-term investments in US Treasury Bills; partly off-set by payments for the purchase of
short-term investments in US Treasury Bills, payments for upgrades for certain of our container and dry bulk
vessels, payments for the acquisition of the secondhand dry bulk vessels Enna, Dorado and Arya, an advance
payment for the acquisition of the secondhand dry bulk vessel Iron Miracle (‘‘Miracle’’) and payments for
investments into which NML entered.

Net cash provided by investing activities was $42.5 million in the year ended December 31, 2022, which
mainly consisted of proceeds we received from (i) the sale of four container vessels and one dry bulk vessel and
(ii) the maturity of part of our short-term investments in US Treasury Bills; partly off-set by (i) payments for the
acquisition of two secondhand dry bulk vessels, (ii) settlement payment for the delivery of one secondhand dry
bulk vessel, (iii) payments for the purchase of short-term investments in US Treasury Bills and (iv) payments for
upgrades for certain of our container and dry bulk vessels.

Net cash used in investing activities was $787.5 million in the year ended December 31, 2021, which
mainly consisted of (i) net payments for the acquisition of the 75% equity interest in two companies and of the
51% equity interest in three companies, previously jointly owned with York pursuant to the Framework Deed,
(ii) payments for the delivery of two newbuild container vessels, (iii) settlement payments for the acquisition of
three secondhand container vessels, (iv) payments for the acquisition of six secondhand container vessels and
41 dry bulk vessels, (v) payment for the acquisition of one secondhand container vessel which was delivered in
January 2022, (vi) advance payments for the acquisition of one secondhand dry bulk vessel which was delivered
in January 2022, (vii) payments for the acquisition of the equity interest of sixteen companies (which owned or
had committed to acquire dry bulk vessels) owned by our Chairman and Chief Executive Officer, Konstantinos
Konstantakopoulos in accordance with the Longshaw Share Purchase Agreement and (viii) payments for
upgrades for certain of our container and dry bulk vessels; partly off-set by proceeds we received from (i) the
sale of 1,221,800 ordinary shares of ZIM that we owned, (ii) the sale of five container vessels and (iii) return of
capital we received from one entity jointly-owned with York pursuant to the Framework Deed.

Net Cash Provided by / (Used in) Financing Activities

Net cash used in financing activities was $396.8 million in the year ended December 31, 2023, which
mainly consisted of (a) $256.0 million net payments relating to our debt financing agreements and finance lease
liability agreement (including proceeds of $576.2 million we received from eight debt financing agreements),
(b) $60.0 million we paid for the re-purchase of 6.3 million of our common shares, (c) $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 (d) $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.

Net cash used in financing activities was $166.1 million in the year ended December 31, 2022, which
mainly consisted of (a) $30.0 million net proceeds relating to our debt financing agreements (including proceeds
of $1,014.3 million we received from our debt financing agreements), (b) $60.1 million we paid for the
re-purchase of 4.7 million of our common shares, (c) $88.4 million we paid for dividends to holders of our
common stock for the fourth quarter of 2021, the first quarter of 2022, the second quarter of 2022 and the
third quarter of 2022 (including a special dividend paid to holders of our common stock of $46.7 million for the
first quarter of 2022) and (d) $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, 2021 to January 14, 2022, January 15, 2022 to April 14, 2022,
April 15, 2022 to July 14, 2022 and July 15, 2022 to October 14, 2022.

Net cash provided by financing activities was $482.6 million in the year ended December 31, 2021, which

mainly consisted of (a) $570.0 million net proceeds relating to our debt financing agreements (including proceeds
we received (i) from the issuance of €100.0 million unsecured bond on the Athens Exchange and (ii) from our
debt financing agreements of an amount of $1,103.1 million), (b) $40.2 million we paid for dividends to holders
of our common stock for the fourth quarter of 2020, the first quarter of 2021, the second quarter of 2021 and the
third quarter of 2021 and (c) $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, 2020 to January 14, 2021, January 15, 2021 to April 14, 2021,
April 15, 2021 to July 14, 2021 and July 15, 2021 to October 14, 2021.

Credit Facilities, Finance Leases 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, finance leases 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, finance leases 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, 2023 the interest rate on all of our existing credit facilities, finance leases and other

financing arrangements is either a fixed rate or based on SOFR floating rates.

As of December 31, 2023, we have approximately $132.2 million in undrawn available credit under our
credit facilities. As of the same date, our existing credit facilities, finance leases, our unsecured bonds and other
financing arrangements have an aggregate outstanding balance of $2.4 billion. For more information on our
Credit Facilities, Finance Leases and Other Financing Arrangements, please see Note 11 to our consolidated
financial statements included elsewhere in this annual report.

The following table summarizes certain terms of our existing drawn credit facilities, finance leases and other

financing arrangements discussed below as at December 31, 2023:

Borrowers under Our Credit
Facilities, Finance Leases and Other
Financing Arrangements

Outstanding
Principal Amount
(Expressed in
thousands of U.S.
dollars)

Bank Debt
Quentin Shipping Co. and Sander Shipping

Co. . . . . . . . . . . . . . . . . . . . . . . . . . .
Reddick Shipping Co. and Verandi Shipping
Co. . . . . . . . . . . . . . . . . . . . . . . . . . .

Ainsley Maritime Co. and Ambrose

Maritime Co.. . . . . . . . . . . . . . . . . . . .

Hyde Maritime Co. and Skerrett Maritime

Co. . . . . . . . . . . . . . . . . . . . . . . . . . .
Kemp Maritime Co. . . . . . . . . . . . . . . . . .

Achilleas Maritime Corp. et al.

. . . . . . . . .

Costamare Inc. . . . . . . . . . . . . . . . . . . . .

Amoroto et al.

. . . . . . . . . . . . . . . . . . . .

Bernis Marine Corp. et al. . . . . . . . . . . . . .

Costamare Inc. . . . . . . . . . . . . . . . . . . . .

74,625

33,000

120,536

115,903

58,525

48,569

29,735

50,661

41,695

38,500

Interest Rate(1)

Maturity

Repayment profile

SOFR + Margin(2)

2030 Straight-line amortization

with balloon

2026 Straight-line amortization

2031 Straight-line amortization

with balloon

Fixed Rate / SOFR + Margin(2)

2029 Straight-line amortization

with balloon

SOFR + Margin(2)

2029 Variable amortization with

SOFR + Margin(2)

balloon

2026 Straight-line amortization

with balloon

2026 Variable amortization with

balloon

SOFR + Margin(2)

2027 Variable amortization with

SOFR + Margin(2)

balloon

2027 Straight-line amortization

with balloon

2026 Variable amortization with

balloon

Bastian et al.

. . . . . . . . . . . . . . . . . . . . .

260,630

SOFR + Margin(2)

2029 Variable amortization with

balloon

Adstone Marine Corp. et al.. . . . . . . . . . . .

101,065

SOFR + Margin(2)

2029 Variable amortization with

balloon

Amoroto et al.

. . . . . . . . . . . . . . . . . . . .

Greneta Marine Corp. et al. . . . . . . . . . . . .

24,240

26,045

SOFR + Margin(2)

2026 Variable amortization with

balloon

SOFR + Margin(2)

2028 Variable amortization with

balloon

Benedict et al.

. . . . . . . . . . . . . . . . . . . .

376,857

SOFR + Margin(2)

2027 Variable amortization with

Kalamata Shipping Corporation et al.

. . . . .

Capetanissa Maritime Corp. et al. . . . . . . . .

Archet Marine Corp. et al.

. . . . . . . . . . . .

Barlestone Marine Corp. et al. . . . . . . . . . .

NML Loan 1 . . . . . . . . . . . . . . . . . . . . .

NML Loan 2 . . . . . . . . . . . . . . . . . . . . .

NML Loan 3 . . . . . . . . . . . . . . . . . . . . .

Finance Leases & Other Financing

Arrangements

64,000

22,417

63,312

12,000

5,995

34,920

18,460

SOFR + Margin(2)

balloon

2029 Straight-line amortization

with balloon

2028 Straight-line amortization

with balloon

2029 Straight-line amortization

with balloon

2029 Straight-line amortization

with balloon

2026 Variable amortization with

balloon

2028 Straight-line amortization

with balloon

2028 Straight-line amortization

with balloon

Barkley et al. Financing arrangements . . . . .

359,602

Fixed Rate

2030-2031 Bareboat structure-fixed

Bertrand et al. Financing arrangements . . . .

273,290

Sykes Maritime Co. Finance Lease . . . . . . .

26,882

Fixed Rate

daily charter with balloon
2028 Variable amortization with

balloon

2025 Bareboat structure-fixed

daily charter with balloon

Unsecured Bond Loan
Costamare Participations Plc . . . . . . . . . . .

110,500

Fixed Rate

2026 Bullet

(1)

(2)

The interest rates of long-term bank debt at December 31, 2023 ranged from 2.64% to 9.00%, and the weighted average interest rate as
at December 31, 2023 was 5.1%. Such calculations have accounted for fixed rate long-term bank debt and interest rate swaps/caps.

The interest rate margin of long-term bank debt at December 31, 2023 ranged from 1.45% to 3.50%, and the weighted average interest
rate margin as at December 31, 2023 was 1.8%.

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 100% to 125% (except
one credit facility for which such percentage is 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 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, 2023, we had outstanding equity commitments of $21.8 million in relation to the acquisition
cost of one secondhand dry bulk vessel, of which approximately $16.4 million will be financed through an
existing hunting license facility, and of up to $103.1 million, in relation to the acquisition of five vessels through
NML from third party shipowners, the sellers, under sale and bareboat agreements, subject to final
documentation, under which the vessels will be chartered back to the sellers under bareboat charter agreements.

As of March 19, 2024, we had outstanding equity commitments of up to $129.1 million, in relation to the
acquisition of six vessels through NML from third party shipowners, the sellers, under sale and bareboat
agreements, 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

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 during the year ended December 31,
2023 by approximately $6.4 million based upon our debt level during 2023.

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 Cross-currency Swaps 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, 22, 23 and 24 to our consolidated financial statements included elsewhere in
this annual report.

Furthermore, as of December 31, 2023, we have entered into two cross-currency swap agreements to hedge

our exposure with respect to our unsecured bond loan which is denominated in Euro. For more information on
our two cross-currency swap agreements, refer to Notes 2, 22, 23 and 24 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, 2023, approximately 12% 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, 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.

As of December 31, 2022, we were engaged in 36 Euro/U.S. dollar contracts totaling $108.6 million at an

average forward rate of Euro/U.S. dollar 1.0690, expiring in monthly intervals up to December 2025.
Furthermore, as of December 31, 2022, we were engaged in eight Singapore dollar/U.S. dollar forward
agreements totaling $7.3 million at an average forward rate of Singapore dollar/U.S. dollar 1.3411, with
settlements up to December 2023.

As of December 31, 2021, we were engaged in six Euro/U.S. dollar contracts totaling $15.0 million at an

average forward rate of Euro/U.S. dollar 1.1668, expiring in monthly intervals up to June 2022.

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 slightly by 0.3% in 2023, reversing a 3.7% decrease in
2022. The primary reasons for such a slight increase, among others, were the global inflationary pressures which

reduced the disposable income in the developed economies and the continuation of a consumer trend focused
towards services (tourism, restaurants, etc.) following the removal of lockdown measures, rather than the
consumption of finished products. As of February 2024, Clarkson Research estimates seaborne container trade
demand in 2024 to increase by 3.8% compared to 2023.

Total containership supply grew at around 8.0% in 2023 as demolition activity remained at low levels. The

increase in the containership supply during 2023, in conjunction with an increase of only 0.3% in seaborne
container trade, contributed to the fall in Clarkson Research’s Containership Timecharter Index by 36% at the
end of 2023 compared to the end of 2022.

According to Clarkson Research, idle containership fleet represented 2.0% of the total fleet at the end of
2023. Containership ordering in 2023 increased to 1.5 million TEU resulting in the orderbook of containership
vessels being around 25% of the total fleet at the end of 2023; 66% 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.

Total seaborne dry bulk trade demand increased by 4.2% in 2023 due to the increased seaborne demand for

iron ore, coal, grains and other minerals. More specifically, seaborne demand for coal increased by 6.7% in
2023 and for iron ore by 5.4%.

The total supply of dry bulk vessels grew 3.0% during 2023, bringing the total fleet size to 1,002.8 million

dwt. Ordering of new dry bulk vessels remained relatively slow for the entire year, and at the end of 2023, the
total dry bulk vessel orderbook was 86.8 million dwt or 8.7% of the total fleet, with expected deliveries between
2024 and 2026.

As demand for dry bulk commodities strengthened during 2023, earnings for dry bulk vessels, as measured

by the BDI, increased by 75% as of the end of 2023 compared to the end of 2022.

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.

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.

Dry bulk vessels: 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 (using the most recent ten-year average of historical one-year time charter rates available for
each type of dry bulk vessel over the remaining estimated life of each vessel, net of commissions), 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, (ii) planned
dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for dry bulk
vessels are cyclical and subject to significant volatility based on factors beyond Company’s control. Therefore,
the Company considers the most recent ten-year average of historical one-year time charter rates available for
each type of dry bulk vessel, to be a reasonable estimation of expected future charter rates over the remaining
useful life of its dry bulk vessels. The Company believes the most recent ten-year average of historical one-year
time charter rates available for each type of dry bulk vessel 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 dry bulk 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 our vessels as
of December 31, 2023 resulted in an impairment loss of $0.4 million, in aggregate, in relation to two of our dry
bulk vessels. As of December 31, 2021 and 2022, our assessment concluded that nil and $1.7 million,
respectively, of 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, 2022 and 2023, 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, 2022

December 31, 2023

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.

December 31, 2022

December 31, 2023

No. of Dry bulk
Vessels(*)

Amount
($ US Million)(**)

No. of Dry bulk
Vessels(*)

Amount
($ US Million)(**)

5-year historical average rate. . . . . . . . . . . . . . .
3-year historical average rate. . . . . . . . . . . . . . .
1-year historical average rate. . . . . . . . . . . . . . .

—
—
—

—
—
2

—
—
0.8

(*) Number of dry bulk 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, 2023, and suggests that 21 of our 106 vessels in the water may have current market values
below their carrying values (24 of our 112 vessels in the water as at December 31, 2022).

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.

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, 2023 and 2022. 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, 2024 (i.e.
within 12 months after the date of the annual financial statements for the year ended December 31, 2023), the
Company uses charter free third party valuations as at December 31, 2023. 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, 2023 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)
1
Triton. . . . . . . . . . . . . . . . . . . . . . . . . . . 14,424
2
Titan . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,424
3
Talos . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,424
4
Taurus . . . . . . . . . . . . . . . . . . . . . . . . . . 14,424
5
Theseus . . . . . . . . . . . . . . . . . . . . . . . . . 14,424
6
YM Triumph. . . . . . . . . . . . . . . . . . . . . . 12,690
7
YM Truth . . . . . . . . . . . . . . . . . . . . . . . . 12,690
8
YM Totality . . . . . . . . . . . . . . . . . . . . . . 12,690
9
YM Target . . . . . . . . . . . . . . . . . . . . . . . 12,690
10 YM Tiptop . . . . . . . . . . . . . . . . . . . . . . . 12,690
11 Cape Akritas . . . . . . . . . . . . . . . . . . . . . 11,010
12 Cape Tainaro . . . . . . . . . . . . . . . . . . . . . 11,010
13 Cape Kortia. . . . . . . . . . . . . . . . . . . . . . 11,010
14 Cape Sounio . . . . . . . . . . . . . . . . . . . . . 11,010
15 Cape Artemisio . . . . . . . . . . . . . . . . . . . 11,010
16 Cosco Hellas . . . . . . . . . . . . . . . . . . . . .
9,469
17 Zim Shanghai (ex. Cosco Guangzhou). .
9,469
18 Beijing . . . . . . . . . . . . . . . . . . . . . . . . . .
9,469
19 Yantian . . . . . . . . . . . . . . . . . . . . . . . . .
9,469
20 Zim Yantian (ex. Cosco Ningbo) . . . . . .
9,469
21 MSC Azov* . . . . . . . . . . . . . . . . . . . . . .
9,403
22 MSC Ajaccio* . . . . . . . . . . . . . . . . . . . .
9,403
23 MSC Amalfi . . . . . . . . . . . . . . . . . . . . . .
9,403
24 MSC Athens* . . . . . . . . . . . . . . . . . . . . .
8,827
25 MSC Athos*. . . . . . . . . . . . . . . . . . . . . .
8,827
26 Valor . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,827
27 Value . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,827
28 Valiant . . . . . . . . . . . . . . . . . . . . . . . . . .
8,827
29 Valence . . . . . . . . . . . . . . . . . . . . . . . . .
8,827
30 Vantage . . . . . . . . . . . . . . . . . . . . . . . . .
8,827
31 Navarino*,** . . . . . . . . . . . . . . . . . . . . .
8,531
32 Maersk Kleven. . . . . . . . . . . . . . . . . . . .
8,044
33 Maersk Kotka . . . . . . . . . . . . . . . . . . . .
8,044
34 Maersk Kowloon . . . . . . . . . . . . . . . . . .
7,471
35 Kure . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,403
36 Methoni . . . . . . . . . . . . . . . . . . . . . . . . .
6,724
37 Porto Cheli . . . . . . . . . . . . . . . . . . . . . .
6,712
38 Zim Tampa (ex. Kobe) . . . . . . . . . . . . . .
6,648
39 Zim America (ex. Maersk Kingston) . . .
6,644
40 Zim Vietnam (ex. Maersk Kolkata) . . . .
6,644
41 Aries . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,492
42 Argus . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,492
43 Porto Germeno* . . . . . . . . . . . . . . . . . .
5,908
44 Glen Canyon . . . . . . . . . . . . . . . . . . . . .
5,642
45 Porto Kagio*. . . . . . . . . . . . . . . . . . . . .
5,570
46 Leonidio . . . . . . . . . . . . . . . . . . . . . . . .
4,957
47 Kyparissia . . . . . . . . . . . . . . . . . . . . . . .
4,957
48 Megalopolis . . . . . . . . . . . . . . . . . . . . . .
4,957
49 Marathopolis . . . . . . . . . . . . . . . . . . . . .
4,957
50 Oakland**, (2) . . . . . . . . . . . . . . . . . . . . .
4,890
51 Gialova* . . . . . . . . . . . . . . . . . . . . . . . .
4,578
52 Dyros* . . . . . . . . . . . . . . . . . . . . . . . . . .
4,578
53 Norfolk*,** . . . . . . . . . . . . . . . . . . . . . .
4,259
54 Vulpecula. . . . . . . . . . . . . . . . . . . . . . . .
4,258
55 Volans . . . . . . . . . . . . . . . . . . . . . . . . . .
4,258
56 Virgo . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,258
57 Vela . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,258

Carrying Value
December 31, 2022
($ US Million)(1)
104.8
105.4
105.7
106.0
106.5
87.6
87.6
88.2
89.1
90.4
76.6
78.3
78.4
77.6
76.2
51.4
50.0
50.8
50.5
50.1
77.8
78.1
78.7
75.1
74.4
70.0
70.1
70.9
71.2
71.4
76.7
12.2
12.0
14.3
12.9
33.7
33.6
21.7
28.7
28.8
12.3
12.1
33.2
12.0
33.9
17.4
17.4
21.1
21.2
18.0
19.2
19.1
25.3
10.5
10.4
10.0
9.6

Carrying Value
December 31, 2023
($ US Million)(1)
100.7
101.3
101.6
101.9
102.3
84.9
84.9
85.5
86.4
87.6
73.7
75.3
75.6
74.6
73.5
48.2
46.8
47.6
47.4
46.9
77.2
74.8
75.3
74.8
74.2
68.4
68.5
69.2
69.7
69.7
72.7
14.4
13.8
13.6
13.4
31.5
30.8
19.8
27.6
28.0
11.8
11.5
30.2
11.8
30.7
16.7
16.7
21.8
22.5
—
18.4
18.3
24.4
21.7
10.1
9.7
20.7

Built
Acquisition Date
2016 November 2018
2016 November 2018
2016 November 2018
2016 November 2018
2016 November 2018
July 2020
2020
August 2020
2020
September 2020
2020
February 2021
2021
May 2021
2021
March 2021
2016
March 2021
2017
March 2021
2017
March 2021
2017
March 2021
2017
July 2006
2006
February 2006
2006
June 2006
2006
April 2006
2006
March 2006
2006
January 2014
2014
March 2014
2014
April 2014
2014
March 2013
2013
April 2013
2013
June 2013
2013
June 2013
2013
August 2013
2013
2013
September 2013
2013 November 2013
2010
1996
1996
2005
1996 December 2007
October 2011
2003
June 2021
2001
June 2000
2000
April 2003
2003
January 2003
2003
February 2021
2004
March 2021
2004
June 2021
2002
March 2021
2006
June 2021
2002
May 2017
2014
May 2017
2014
July 2018
2013
July 2018
2013
October 2000
2000
August 2021
2009
January 2022
2008
2009
May 2021
2010 December 2019
2010 December 2019
2009
January 2020
2009 December 2019

May 2010
September 2018
September 2018
May 2017

Vessel

58 Androusa* . . . . . . . . . . . . . . . . . . . . . . .
59 Neokastro . . . . . . . . . . . . . . . . . . . . . . .
60 Ulsan. . . . . . . . . . . . . . . . . . . . . . . . . . .
61 Polar Brasil*. . . . . . . . . . . . . . . . . . . . .
62 Lakonia . . . . . . . . . . . . . . . . . . . . . . . . .
63 Scorpius. . . . . . . . . . . . . . . . . . . . . . . . .
64 Etoile. . . . . . . . . . . . . . . . . . . . . . . . . . .
65 Areopolis . . . . . . . . . . . . . . . . . . . . . . . .
66 Arkadia . . . . . . . . . . . . . . . . . . . . . . . . .
67 Michigan . . . . . . . . . . . . . . . . . . . . . . . .
68 Trader . . . . . . . . . . . . . . . . . . . . . . . . . .
69 Luebeck . . . . . . . . . . . . . . . . . . . . . . . . .

Capacity
(TEU)
4,256
4,178
4,132
3,800
2,586
2,572
2,556
2,474
1,550
1,300
1,300
1,078

Acquisition Date
April 2021

Built
2010
2011 December 2020
February 2012
2002
2018
June 2023
2004 December 2014
2007
September 2020
2005 November 2017
2000
2001 December 2023
2008
2008
2001

April 2018
April 2018
August 2012
TOTAL

May 2014

Carrying Value
December 31, 2022
($ US Million)(1)

Carrying Value
December 31, 2023
($ US Million)(1)

20.2
10.2
19.3
—
7.1
6.6
8.9
6.3
—
5.5
5.6
4.4
3,020.3

19.5
9.8
18.4
39.2
6.7
6.0
8.4
5.8
5.0
7.1
7.0
3.9
2,967.9

(1)

For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2022 and
2023.

(2) Vessel sold in 2023.

Indicates container vessels which we believe, as of December 31, 2023, may have had fair values below their carrying values. As of
December 31, 2023, we believe that the aggregate carrying value of these 12 vessels was $39.1 million more than their market value.

Indicates container vessels which we believe, as of December 31, 2022, may have had fair values below their carrying values. As of
December 31, 2022, we believe that the aggregate carrying value of these three vessels was $16.5 million more than their market
values.

Dry Bulk Fleet

Size
(dwt)

Vessel

Built
1 Dorado . . . . . . . . . . . . . 179,842 2011
2 Enna . . . . . . . . . . . . . . . 175,975 2011
3 Aeolian** . . . . . . . . . . .
83,478 2012
4 Greneta . . . . . . . . . . . . .
82,166 2010
5 Hydrus** . . . . . . . . . . . .
81,601 2011
6 Phoenix** . . . . . . . . . . .
81,569 2012
7 Builder**. . . . . . . . . . . .
81,541 2012
8 Farmer**. . . . . . . . . . . .
81,541 2012
9
Sauvan. . . . . . . . . . . . . .
79,700 2010
10 Rose*,** . . . . . . . . . . . .
76,619 2008
11 Merchia . . . . . . . . . . . . .
63,800 2015
12 Seabird . . . . . . . . . . . . .
63,553 2016
13 Dawn. . . . . . . . . . . . . . .
63,530 2018
14 Orion. . . . . . . . . . . . . . .
63,473 2015
15 Damon** . . . . . . . . . . . .
63,227 2012
16 Arya. . . . . . . . . . . . . . . .
61,424 2013
18 Titan I** . . . . . . . . . . . .
58,090 2009
19 Eracle** . . . . . . . . . . . .
58,018 2012
20 Pythias*,** . . . . . . . . . .
58,018 2010
21 Norma*,**. . . . . . . . . . .
58,018 2010
23 Oracle*,**. . . . . . . . . . .
57,970 2009
24 Uruguay . . . . . . . . . . . .
57,937 2011
25 Curacao. . . . . . . . . . . . .
57,937 2011
26 Athena** . . . . . . . . . . . .
57,809 2012
27 Serena*,** . . . . . . . . . . .
57,266 2010
28 Libra*,**. . . . . . . . . . . .
56,729 2010
30 Pegasus*,**. . . . . . . . . .
56,726 2011
30 Merida*,** . . . . . . . . . .
56,670 2012
31 Clara . . . . . . . . . . . . . . .
56,557 2008
32 Peace(2) . . . . . . . . . . . . .
55,709 2006
33 Pride(2) . . . . . . . . . . . . .
55,705 2006
34 Bermondi** . . . . . . . . . .
55,469 2009
35 Comity(2) . . . . . . . . . . . .
37,302 2010
36 Verity** . . . . . . . . . . . . .
37,163 2012
37 Parity**. . . . . . . . . . . . .
37,152 2012
38 Acuity . . . . . . . . . . . . . .
37,149 2011
39 Equity* . . . . . . . . . . . . .
37,071 2013
40 Discovery. . . . . . . . . . . .
37,019 2012
41 Taibo(2) . . . . . . . . . . . . .
35,112 2011
42 Bernis . . . . . . . . . . . . . .
34,627 2011
43 Manzanillo(3) . . . . . . . . .
34,426 2010
44 Adventure(3) . . . . . . . . . .
33,755 2011
45 Alliance . . . . . . . . . . . . .
33,751 2012
46 Cetus(2) . . . . . . . . . . . . .
32,527 2010
47 Progress(3) . . . . . . . . . . .
32,400 2011
48 Miner**, (2) . . . . . . . . . . .
32,300 2010
49 Konstantinos(3). . . . . . . .
32,178 2012
50 Resource . . . . . . . . . . . .
31,776 2010

Acquisition Date
August 2023
August 2023
August, 2021
December 2021
December 2021
December 2021
June 2021
September 2021
July 2021
October 2021
December 2021
July 2021
July 2021
November 2021
December 2021
September 2023
November 2021
July, 2021
December 2021
March 2022
January 2022
September 2021
October 2021
September 2021
August 2021
January 2022
June 2021
August, 2021
August 2021
July 2021
July 2021
October 2021
August, 2021
July 2021
September 2021
July 2021
October 2021
July 2021
September 2021
July 2021
July 2021
June 2021
July 2021
October 2021
August 2021
August 2021
September 2021
September 2021
TOTAL

Carrying Value
December 31, 2022
($ US Million)(1)

—
—
22.2
17.9
17.7
21.6
22.2
20.9
15.3
16.5
22.6
20.9
22.3
22.5
21.5
—
15.2
15.7
16.4
16.0
15.8
17.1
17.2
15.7
14.5
14.7
14.3
15.6
13.6
11.8
11.1
15.5
11.5
14.6
14.9
13.5
14.4
13.3
12.4
12.6
10.6
9.8
11.0
11.3
12.0
11.8
12.5
11.1
701.6

Carrying Value
December 31, 2023
($ US Million)(1)
23.2
21.9
20.5
18.0
16.8
19.2
20.8
20.9
14.5
17.2
21.4
19.9
21.7
21.4
20.9
19.7
14.2
15.3
15.4
15.0
15.1
16.1
16.2
15.1
13.7
15.0
14.0
14.7
13.8
—
—
14.8
—
13.6
13.9
12.5
15.1
13.8
—
11.8
—
—
10.2
—
—
—
—
10.3
627.6

(1)

For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2022 and 2023.

(2) Vessel sold in 2023.

(3) As of December 31, 2023, the vessel was classified as held for sale.

Indicates dry bulk vessels which we believe, as of December 31, 2023, may have had fair values below their carrying values. As of
December 31, 2023, we believe that the aggregate carrying value of these nine vessels was $12.7 million more than their aggregate
market value.

Indicates dry bulk vessels which we believe, as of December 31, 2022, may have had fair values below their carrying values. As of
December 31, 2022, we believe that the aggregate carrying value of these 21 vessels was $29.4 million more than their aggregate
market value.

100

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 for containerships and
25 years from the date of their initial delivery for dry bulk vessels, 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 or voyage 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.

Under Voyage charter agreements, a vessel is provided for the transportation of specific goods between
specific ports in return for payment of an agreed upon freight per ton of cargo. We have determined that our
voyage charter agreements do not contain a lease because the charterer under such contracts does not have the
right to control the use of the vessel since we, as the ship-owner, retain control over the operations of the vessel,
provided also that the terms of the voyage charter are pre-determined, and any change requires our consent and
are therefore considered service contracts that fall under the provisions of ASC 606 ‘‘Revenue from contracts
with customers’’. We account for a voyage charter when all the following criteria are met: (i) the parties to the
contract have approved the contract in the form of a written charter agreement or fixture recap and are
committed to perform their respective obligations, (ii) we can identify each party’s rights regarding the services
to be transferred, (iii) we can identify the payment terms for the services to be transferred, (iv) the charter
agreement has commercial substance (that is, the risk, timing, or amount of the future cash flows is expected to
change as a result of the contract) and (v) it is probable that we will collect substantially all of the consideration
to which it will be entitled in exchange for the services that will be transferred to the charterer. The majority of
revenue from voyage charter agreements is collected in advance. We have determined that there is one single
performance obligation for each of our voyage contracts, which is to provide the charterer with an integrated
transportation service within a specified time period. We are also engaged in contracts of affreightment which are
contracts for multiple voyage charter employments. In addition, we have concluded that revenues from voyage

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charters in the spot market or under contracts of affreightment are recognized ratably over time because the
charterer simultaneously receives and consumes the benefits of our performance as we perform. Therefore, since
our performance obligation under each voyage contract is met evenly as the voyage progresses, revenue is
recognized on a straight line basis over the voyage days from the loading of cargo to its discharge.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included elsewhere in this annual report.

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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.

Name

Age

Position

Konstantinos Konstantakopoulos. . . . .

54 Chief Executive Officer, Chairman of the Board and

Class III Director

Gregory Zikos . . . . . . . . . . . . . . . . . . .
Vagn Lehd Møller . . . . . . . . . . . . . . . .
Charlotte Stratos. . . . . . . . . . . . . . . . . .
Konstantinos Zacharatos . . . . . . . . . . .
Anastassios Gabrielides . . . . . . . . . . . .

55 Chief Financial Officer and Class II Director
77 Class II Director
69 Class III Director
51 Class I Director
59 General Counsel and Secretary

The term of our Class II directors expires in 2024, the term of our Class III directors expires in 2025 and

the term of our Class I director expires in 2026.

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 members of his family, Costamare Services,
a service provider to our vessel-owning subsidiaries. Mr. Konstantakopoulos indirectly 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. 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

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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 New York stock exchange 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, Shanghai Costamare and C-Man Maritime. Mr. Zacharatos
has previously been the legal adviser of Costaterra S.A., a Greek property company. Prior to joining Costamare
Shipping and Costaterra S.A., Mr. Zacharatos was employed with Pagoropoulos & Associates, a law firm.
Mr. Zacharatos holds an LL.M. and an LL.B. from the London School of Economics and Political Science.

Anastassios Gabrielides is our General Counsel and Secretary. 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.

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 stockholders 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 stockholders 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

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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 stockholders of
companies that are subject to all of the NYSE corporate governance requirements.

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
stockholder. Stockholders 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;

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

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•

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 stockholders;

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

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. Our chief financial officer and another non-independent director are also employed by and
receive compensation from Costamare Bulkers. As of December 31, 2023, Costamare Shipping, Costamare
Services and the Agency Companies in aggregate employed approximately 250 shore-based employees.
Approximately 2,500 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 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.

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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 March 19, 2024 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 March 19, 2024 are considered as beneficially owned by the person holding those options, warrants
or rights. Each stockholder is entitled to one vote for each share held. The applicable percentage of ownership of
each stockholder is based on 118,794,801 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 4,574,100 Series E Preferred Stock
outstanding as of March 19, 2024. 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 stockholders, officers and directors
identified in the table and the accompanying footnotes below is in care of our principal executive offices.

Identity of Person or Group

Officers and Directors
Konstantinos Konstantakopoulos(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gregory Zikos(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Konstantinos Zacharatos(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vagn Lehd Møller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charlotte Stratos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Anastassios Gabrielides(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All officers and directors as a group (six persons) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5% Beneficial Owners
Achillefs Konstantakopoulos(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Christos Konstantakopoulos(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shares of Common Stock
Beneficially Held

Number of
Shares

Percentage

34,145,422

28.7%

*
*
*

—

*
34,220,667

22,240,623
19,801,588

28.8%

18.7%
16.7%

(1) Konstantinos Konstantakopoulos, our chairman and chief executive officer, owns 13,838,530 shares of common stock directly and

20,003,191 shares of common stock indirectly through entities he controls and his immediate family owns 303,701 shares of common
stock. He also holds 12,800 shares of Series B Preferred Stock, 23,003 shares of Series C Preferred Stock, 50,000 shares of Series D
Preferred Stock and 260,569 shares of Series E Preferred Stock through an entity he controls, 0.6%, 0.6%, 1.3% and 5.7%,
respectively, of the issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and
Series E Preferred Stock, respectively.

(2) Gregory Zikos holds less than 1% of our issued and outstanding Series E Preferred Stock.

(3) Konstantinos Zacharatos holds less than 1% of our issued and outstanding Series B Preferred Stock, Series C Preferred Stock, Series D

Preferred Stock and Series E Preferred Stock.

(4) Anastassios Gabrielides, our General Counsel and Secretary, holds less than 1% of our issued and outstanding Series D Preferred Stock.

(5) Achillefs Konstantakopoulos, the brother of our chairman and chief executive officer, owns 18,407,585 shares of common stock

directly and 3,053,038 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 102,300 shares
of Series D Preferred Stock through an entity he controls, or 1.5%, 2.0% and 2.6% 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.

(6)

Christos Konstantakopoulos, the brother of our chairman and chief executive officer, owns 19,801,588 shares of common stock directly.

Owns less than 1% of our issued and outstanding common stock.

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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 stockholders have the same voting rights as our other
stockholders. As of March 19, 2024, we had approximately 22,364 beneficial owners of our common stock.

Holders of our Preferred Stock generally have no voting rights except (1) in respect of amendments to the

B. Related Party Transactions

Management Affiliations

Each of our containerships and dry bulk 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, pursuant to the Framework Agreement and one or more ship-management agreements
between the relevant vessel-owning subsidiary and the relevant manager. 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, in certain cases, 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. The Agency Companies provide chartering and other services to Costamare
Bulkers. 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, the Agency Companies 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 members of his family. In addition, Blue Net and Blue Net Asia,
charter brokerage companies which are 50% indirectly 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 which was

amended and restated on January 17, 2020 and was further amended and restated on June 28, 2021. On
November 2, 2015 our vessel-owning subsidiaries entered into the Services Agreement with Costamare Services
which was amended and restated on June 28, 2021.

Costamare Shipping is the manager for our containerships and dry bulk vessels, and provides us with
commercial, technical and other management services pursuant to the Framework Agreement and to separate ship
management agreements with the relevant vessel-owning subsidiaries. As of March 19, 2024, Costamare
Shipping, itself or together with V.Ships Greece or, subject to our consent, other sub-managers, provides our fleet
of containerships and dry bulk vessels 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, in certain cases, the relevant sub-manager.
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 March 19, 2024,
certain of our vessel-owning subsidiaries appointed Navilands to provide 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 is
providing services to us as a submanager of Costamare Shipping under the Framework Agreement and as such,

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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. 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, V.Ships Shanghai,
Navilands, Navilands (Shanghai), Vinnen, HanseContor, Synergy or FML. 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.

Compensation of Our Manager and Services Provider

Costamare Shipping provides us with commercial, technical and other management 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

Costamare Shipping received in 2023 and 2022 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 2023 and 2022 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 2023 and 2022 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, 2024. For the years ended December 31, 2023 and December 31, 2022, Costamare
Shipping and Costamare Services charged aggregate fees of $63.7 million and $67.6 million, respectively,
including $14.5 million and $14.6 million for the years ended December 31, 2023 and 2022, 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,
2023 and December 31, 2022, Costamare Shipping charged in aggregate to the companies established pursuant to
the Framework Deed and to the vessels privately owned or controlled by our chairman and chief executive
officer, Konstantinos Konstantakopoulos, $3.0 million and $2.5 million, respectively, for services provided in
accordance with the relevant agreements including $0.9 million and $1.2 million for the years ended
December 31, 2023 and 2022, respectively charged by third party managers.

109

Term and Termination Rights

Subject to the termination rights described below, on December 31, 2023, the terms of the Framework

Agreement and the Services Agreement automatically renewed for another one-year period, and will
automatically renew for one more consecutive one-year period until December 31, 2025, at which point the
Framework Agreement and the Services Agreement will expire. In addition to the termination provisions outlined
below, we are able to terminate the Framework Agreement and Service 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;

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.

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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, 2025, 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.

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 similar services to any entity
other than our 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 will derive significant benefits from our exclusive relationship with Costamare Shipping and Costamare
Services.

Costamare Shipping provides management services in respect of four vessels privately owned by our
chairman and chief executive officer Konstantinos Konstantakopoulos. Costamare Services provides post fixture
services in respect of one container vessel privately owned by our chairman and chief executive officer,
Konstantinos Konstantakopoulos.

V.Ships Greece, V.Ships Shanghai, HanseContor, Synergy, FML, Vinnen, Navilands and Navilands

(Shanghai) provide and/or may provide services to third parties.

Agency Agreements

Costamare Bulkers Inc. entered into separate Agency Agreements for the provision of chartering and/or

cargo sourcing and/or research services with Local Agency A, Local Agency B and Local Agency C on
November 14, 2022, and Local Agency D on November 20, 2023. Each of the Agency Companies is directly or
indirectly owned by Konstantinos Konstantakopoulos, our chairman and chief executive officer. See ‘‘Item 4.
Information on the Company—A. History and Development of the Company’’.

Term and Termination Rights

Under the agreements between Costamare Bulkers and each of the Agency Companies, Costamare Bulkers

may terminate the agreement with the respective Agency Company, with immediate effect by notice, if such
Agency Company (a) is subject to an insolvency event, (b) is a sanctioned person, (c) commits a material breach
of the agreement that cannot be remedied or was not remedied in due time or (d) commits repeated breaches of
the agreement so as to deprive Costamare Bulkers of the use or enjoyment of such Agency Companies’ services,
or to cause business disruption or substantial inconvenience. In addition, Costamare Bulkers may also terminate
the agreements in accordance with the force majeure clauses thereunder.

Fees

Under the agreements between Costamare Bulkers and each of the Agency Companies, Costamare Bulkers

shall pay to each Agency Company, fees for the performance and provision of services by such Agency
Company, calculated on the basis of (a) the cost base of the relevant Agency Company, plus (b) a mark up of
11% on the cost base of the relevant Agency Company, plus (c) any costs incurred by the relevant Agency
Company (as paying agent only) on behalf of Costamare Bulkers in the performance and provision of such
services.

In the year ended December 31, 2023, the Agency Companies received in aggregate a fee of $11.7 million

provided in accordance with the respective Agency Agreements.

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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)

(ii)

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;

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, 2023, 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. From
the date Konstantinos Konstantakopoulos acquired 51% of Neptune Manager to December 31, 2023, Neptune
Manager charged an amount of $2.0 million in management fees.

Restrictive Covenant Agreements

On July 1, 2021, the restrictive covenant agreement we had entered into with Konstantinos

Konstantakopoulos was amended and restated, and Mr. Konstantakopoulos agreed to similarly restrict his
activities in the dry bulk sector under substantially the same terms as the existing agreement restricting his
activities in the containership sector. Under the restrictive covenant agreements entered into with us, 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 containerships and, in the case
of Konstantinos Konstantakopoulos, dry bulk vessels (the relevant vessels, the ‘‘covered vessels’’) and on the
acquisition of any shareholding in a business involved in the ownership of covered vessels (such activities are
referred to here as ‘‘the restricted activities’’), subject to the exceptions described below.

Each of Konstantinos Konstantakopoulos and Konstantinos Zacharatos are permitted to engage in the
restricted activities in the following circumstances: (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 up to, in the case
of Konstantinos Konstantakopoulos, 19.99% of the outstanding voting securities of any publicly traded company,
and in the case of Konstantinos Zacharatos, 20% of the outstanding voting securities of any publicly traded or
private company, in each case that is engaged in the containership 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 covered
vessel or an acquisition or investment in a covered 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 covered vessels. Under this second type of
permitted acquisition, we must be given the opportunity to buy the covered vessel or covered vessel businesses
included in the acquisition, in each case for its fair market value plus certain break-up costs.

112

Each of Konstantinos Konstantakopoulos and Konstantinos Zacharatos has also agreed that if one of our
vessels and a covered 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
March 19, 2024, with respect to two containerships owned or controlled by Konstantinos Konstantakopoulos and
one dry bulk vessel owned by a company in which Konstantinos Konstantakopoulos has a controlling interest,
but does not apply with respect to four containerships and two dry bulk vessels 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 March 19, 2024, Konstantinos Konstantakopoulos, alone or in one instance with one of our
non-independent board members, had an ownership interest in six containerships and three dry bulk vessels
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 stockholders 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. The Registration Rights
Holders own a total of approximately 71 million shares entitled to these registration rights.

Trademark License Agreement

Under the trademark license agreement entered into with us on November 3, 2010 as amended and restated
on March 14, 2022, Costamare Shipping, one of our managers, has agreed to grant us a non-transferable, royalty
free license and right to use the Costamare Inc. trademarks, which consist of the name ‘‘COSTAMARE’’ and the
Costamare logo in connection, among others, with the operation of our containership and dry bulk vessel
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.

Longshaw Share Purchase Agreement

On June 14, 2021, we entered into a stock purchase agreement with Longshaw, a related party entity

controlled by Konstantinos Konstantakopoulos, our chairman and chief executive officer, for the acquisition of all
of Longshaw’s equity interests in 16 entities that had each acquired or had agreed to acquire a dry bulk vessel.
We acquired said equity interests at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his
affiliated entities. The aggregate purchase price of the transaction was $54.5 million.

Grant of Rights and Issuance of Common Stock

On July 14, 2010, the Company offered all stockholders 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 stockholder 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.

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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 March 21, 2023, members of the Konstantakopoulos family have reinvested in full or in
part their cash dividends, receiving an aggregate of 19.0 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.

Other Transactions

Our chairman and chief executive officer, Konstantinos Konstantakopoulos, privately owns one

containership vessel (which is comparable to two of our vessels), has a controlling interest in a company that
owns one containership vessel (which is comparable to four of our vessels) and holds a passive interest in certain
companies that own four containerships (which are comparable to 18 of our vessels). Mr. Konstantakopoulos also
has a controlling interest in a company that owns one dry bulk vessel (which is comparable to eight of our
vessels) and holds a passive interest, together with members of his family, in a business involved in the
ownership of two dry bulk vessels (which are comparable to 18 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 and dry bulk vessel owned by Konstantinos Konstantakopoulos, which have 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.

Under the Framework Deed entered into in May 2013, as amended and restated in May 2015 and as further

Costamare Shipping has entered into separate management agreements with each Joint Venture entity
pursuant to which Costamare Shipping provides technical, crewing, commercial, provisioning, bunkering,
accounting, sale and purchase, insurance and general and administrative services directly or together with
V.Ships Greece directly or, upon being directed to do so, through V.Ships Shanghai. During the year ended
December 31, 2023, Costamare Shipping charged in aggregate to Joint Venture entities the amount of
$2.0 million for services provided in accordance with the respective management agreements.

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 and to the containerships
acquired pursuant to the Framework Deed, as well as to other third party containerships. Our chairman and
chief executive officer, Konstantinos Konstantakopoulos, indirectly 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

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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% indirectly 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. Blue Net does not provide its services to the five vessels for
which charter brokerage services are being provided by Blue Net Asia.

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. On January 30, 2023, the
Company 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 €200,000 in total grants. Additionally, GIME is providing a discount to our seafarers of up to 30% 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 stockholders 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.

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.

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ITEM 8.

FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See ‘‘Item 18. Financial Statements’’ below.

Legal Proceedings

A subsidiary of the Company and Costamare Shipping are defendants and third-party defendants in lawsuits

pending in the United States Court for the Central District of California relating to liabilities associated with
damage to a pipeline and an oil spill that occurred in October 2021 off the coast of Long Beach, California.
The oil spill was caused by the rupture of a pipeline owned by Amplify Energy Corp. and certain affiliates
(‘‘Amplify’’). The claimants in the lawsuit allege that a vessel owned by one of the Company’s subsidiaries, the
containership Beijing, dragged its anchor across the pipeline many months prior to the rupture, during a severe
heavy wind event when numerous other vessels were unable to hold their ground and dragged their anchors, and
contributed to the spill. The complaint alleges that a vessel owned by another containership company also
dragged its anchor across the pipeline on the same day.

In February 2023, the Company’s subsidiary, together with the other containership company, reached an
agreement to resolve a putative class action claim for economic losses and property damage allegedly incurred by
individuals and businesses affected by the oil spill. Further, the Company’s subsidiary, together with the other
containership company, reached agreements in February and April 2023 with various other parties that were actively
asserting claims related to the oil spill, including having reached agreements to resolve claims asserted by Amplify and
subrogation claims that were asserted by or could be asserted by a number of Amplify’s insurers relating to property
damage, loss of production, and liabilities triggered by the discharge of oil from Amplify’s pipeline. In connection with
these settlements, neither the Company’s subsidiary nor Costamare Shipping have admitted liability. The payments that
were required under these settlement agreements were fully covered by insurance.

One claimant—the Pacific Airshow LLC—is continuing to pursue claims against the Company’s subsidiary,

as well as the other containership company, for alleged losses relating to the cancellation of one day of the
2021 Pacific Airshow. The United States Court for the Central District of California ruled that the Pacific
Airshow LLC’s claim against the Company’s subsidiary was barred by the terms of the settlement the Company’s
subsidiary reached in connection with the putative class action claim. The Pacific Airshow LLC has appealed that
ruling to the Ninth Circuit, and that appeal is pending. The Company believes that adequate insurance is in place
to cover any liability from this claim and from any other claim, if any should arise, relating to the oil spill that
are pursued against the Company’s subsidiary.

On December 22, 2023, the California Department of Fish and Wildlife’s Office of Spill Prevention and
Response issued a notice of violation to the Company’s subsidiary and Costamare Shipping alleging that they
violated California Government Code sections 8670.20 and 8670.25.5(a)(1), which relate to notification of vessel
disability or reporting of discharge or threatened discharge of oil, and seeking civil administrative penalties. The
Company is disputing the alleged violations.

On January 26, 2024, the National Transportation Safety Board (the ‘‘NTSB’’), an independent

U.S. government investigative agency responsible for civil transportation accident investigation, published a
report regarding the spill from Amplify’s pipeline. Among other things, the NTSB concluded that it was an
anchor strike from a vessel owned by another containership company, and not an anchor strike by the
containership Beijing, that was the initiating event that led to the eventual crude oil release.

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 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

116

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 is 8.875% per annum
per $25.00 of liquidation preference per share (equal to $2.21875 per annum per share). The dividend rates are
not subject to adjustment.

We paid dividends to holders of our Preferred Stock as per the table below:

Payment Date
October 15, 2013 . . . . . . . . . . . . . . . . . . .
January 15, 2014. . . . . . . . . . . . . . . . . . . .
April 15, 2014. . . . . . . . . . . . . . . . . . . . . .
July 15, 2014 . . . . . . . . . . . . . . . . . . . . . .
October 15, 2014 . . . . . . . . . . . . . . . . . . .
January 15, 2015. . . . . . . . . . . . . . . . . . . .
April 15, 2015. . . . . . . . . . . . . . . . . . . . . .
July 15, 2015 . . . . . . . . . . . . . . . . . . . . . .
October 15, 2015 . . . . . . . . . . . . . . . . . . .
January 15, 2016. . . . . . . . . . . . . . . . . . . .
April 15, 2016. . . . . . . . . . . . . . . . . . . . . .
July 15, 2016 . . . . . . . . . . . . . . . . . . . . . .
October 17, 2016 . . . . . . . . . . . . . . . . . . .
January 17, 2017. . . . . . . . . . . . . . . . . . . .
April 17, 2017. . . . . . . . . . . . . . . . . . . . . .
July 17, 2017 . . . . . . . . . . . . . . . . . . . . . .
October 16, 2017 . . . . . . . . . . . . . . . . . . .
January 16, 2018. . . . . . . . . . . . . . . . . . . .
April 16, 2018. . . . . . . . . . . . . . . . . . . . . .
July 16, 2018 . . . . . . . . . . . . . . . . . . . . . .
October 15, 2018 . . . . . . . . . . . . . . . . . . .
January 15, 2019. . . . . . . . . . . . . . . . . . . .
April 15, 2019. . . . . . . . . . . . . . . . . . . . . .
July 15, 2019 . . . . . . . . . . . . . . . . . . . . . .
October 15, 2019 . . . . . . . . . . . . . . . . . . .
January 15, 2020. . . . . . . . . . . . . . . . . . . .
April 15, 2020. . . . . . . . . . . . . . . . . . . . . .
July 15, 2020 . . . . . . . . . . . . . . . . . . . . . .
October 15, 2020 . . . . . . . . . . . . . . . . . . .
January 15, 2021. . . . . . . . . . . . . . . . . . . .
April 15, 2021. . . . . . . . . . . . . . . . . . . . . .
July 15, 2021 . . . . . . . . . . . . . . . . . . . . . .
October 15, 2021 . . . . . . . . . . . . . . . . . . .
January 18, 2022. . . . . . . . . . . . . . . . . . . .
April 18, 2022. . . . . . . . . . . . . . . . . . . . . .
July 15, 2022 . . . . . . . . . . . . . . . . . . . . . .
October 17, 2022 . . . . . . . . . . . . . . . . . . .
January 17, 2023. . . . . . . . . . . . . . . . . . . .
April 17, 2023. . . . . . . . . . . . . . . . . . . . . .
July 17, 2023 . . . . . . . . . . . . . . . . . . . . . .
October 16, 2023 . . . . . . . . . . . . . . . . . . .
January 16, 2024. . . . . . . . . . . . . . . . . . . .

Preferred Series B
amount paid per
share
$0.365400
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563
$0.476563

Preferred Series C
amount paid per
share

Preferred Series D
amount paid per
share

Preferred Series E
amount paid per
share

—
—
$0.495833
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250
$0.531250

—
—
—
—
—
—
—
$0.376736
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875
$0.546875

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$0.462240
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688
$0.554688

Our Preferred Stock dividend payment obligations impact our future liquidity needs.

117

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 and February 7, 2024. 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 7, 2023, May 5, 2023, August 7, 2023,
November 6, 2023 and February 7, 2024, we issued 384,177 shares, 498,030 shares, 380,399 shares,
479,714 shares and 420,178 shares respectively, pursuant to the Dividend Reinvestment Plan. Our Chairman and
CEO, Konstantinos Konstantakopoulos, reinvested all his cash dividends on the aforementioned dates.

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 stockholders 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 2019, 2020, 2021, 2022 and 2023.

2019

2020

2021

2022

2023

Total

Year Ended December 31,

Common Stock dividends paid . . . . . . . . . . . . .
Common Stock dividends paid in shares under
the Dividend Reinvestment Plan . . . . . . . . . .
Preferred Stock dividends paid . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$27.4

18.5
31.3
$77.2

(Expressed in millions of U.S. dollars)
$39.1
$34.3

$ 88.4

$40.2

13.8
31.2
$79.3

12.6
31.1
$83.9

30.3
31.1
$149.8

16.3
31.1
$86.5

$229.4

91.5
155.8
$476.7

B. Significant Changes

See ‘‘Item 18. Financial Statements—Note 25. Subsequent Events’’ below.

ITEM 9. THE OFFER AND LISTING

Our common stock is listed for trading on the New York Stock Exchange under the symbol ‘‘CMRE’’.

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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, 2023, 129,379,133 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, 2023: 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 4,600,000 shares of Series E Preferred
Stock were issued and 4,574,100 are outstanding. All of our shares of stock are in registered form.

Please see Note 17 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 stockholders.

Under our bylaws, annual stockholder 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
stockholders that will be eligible to receive notice and vote at the meeting. Our bylaws permit stockholder 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
stockholders 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. Each director shall be elected to
serve until the third succeeding annual meeting of stockholders 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 stockholders 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.

Common Stock

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote

of stockholders. 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

119

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 stockholder 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 stockholders 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
stockholders, 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 Cumulative Redeemable Perpetual
Preferred Stock, 4,000,000 shares have been designated (currently 3,973,135 shares remain outstanding)
Series C Cumulative Redeemable Perpetual Preferred Stock, 4,000,000 shares have been designated
(currently 3,986,542 shares remain outstanding) Series D Cumulative Redeemable Perpetual Preferred Stock
and 4,600,000 shares have been designated (currently 4,574,100 shares remain outstanding) Series E
Cumulative Redeemable Perpetual 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.

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, 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.

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 stockholders prior to our initial public offering in November 2010.

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, which we have
filed as an exhibit to this annual report.

120

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 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 stockholders 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.

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.

121

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 stockholder 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.

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.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our stockholders 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
stockholder 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 stockholder must follow the procedures set forth in the BCA to
receive payment. In the event that we and any dissenting stockholder 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

122

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 stockholder is fixed by the court
after reference, if the court so elects, to the recommendations of a court-appointed appraiser.

Stockholders’ Derivative Actions

Under the BCA, any of our stockholders may bring an action in our name to procure a judgment in our
favor, also known as a derivative action; provided that the stockholder 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 stockholders 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 stockholders 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 stockholders. In addition,
stockholders’ 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
stockholder 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 stockholder might consider in its best interest, including attempts that may
result in a premium over the market price for the shares held by the stockholders, and (b) the removal of
incumbent officers and directors.

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 stockholders, 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 Cumulative Redeemable Perpetual Preferred Stock, 4,000,000 shares have been designated
Series C Cumulative Redeemable Perpetual Preferred Stock, 4,000,000 shares have been designated Series D
Cumulative Redeemable Perpetual Preferred Stock and 4,600,000 shares have been designated Series E
Cumulative Redeemable Perpetual 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.

123

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 stockholders 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 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 Preferred Stock or
(2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on
outstanding Preferred Stock are in arrears or any senior stock. However, if and whenever dividends payable on
the Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of
Preferred Stock (for this purpose the Series B, Series C, Series D and Series E 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 Preferred Stock voted as a class for the
election of such director). The right of such holders of Preferred Stock to elect a member of our board of
directors will continue until such time as all accumulated and unpaid dividends on the Preferred Stock have been
paid in full.

Calling of special meeting of stockholders

Our articles of incorporation and bylaws provide that special meetings of our stockholders 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 stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring

business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the
corporate secretary.

Generally, to be timely, a stockholder’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 stockholder’s notice. These provisions may impede
stockholders’ ability to bring matters before an annual meeting of stockholders or to make nominations for
directors at an annual meeting of stockholders.

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 July 1, 2021

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, 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’’.

124

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, 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—B. Business Overview—Our
Fleet—Framework Deed’’.

(f) Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021, 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 Stockholders 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 January 17, 2020, and as

further amended and restated on June 28, 2021, 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) Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime

Leasing Limited dated March 14, 2023, 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’’.

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.

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Marshall Islands
Shareholder Meetings

Delaware

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 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.

Written notice shall be given not less than 10 nor more
than 60 days before the meeting.

With limited exceptions, shareholders may act by
written consent to elect directors.

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.

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.

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.

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.

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.

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Marshall Islands
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.

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 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.

Directors

Delaware
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 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 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.

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:

• 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.

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Marshall Islands

Delaware

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.
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.

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.

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.
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

•

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.

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.

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.

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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 stockholders (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 stockholders. In addition, so long as our
stockholders are not citizens or residents of the Marshall Islands, our stockholders will not be subject to Marshall
Islands stamp, capital gains or other taxes on the purchase, holding or disposition of our common stock or
Preferred Stock, and our stockholders will not be required by the Republic of the Marshall Islands to file a tax
return relating to our common stock or Preferred Stock.

Each stockholder 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 stockholder 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.

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 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).

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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.

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 or any vessel sailing to or from the
United States on a regularly scheduled basis.

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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 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 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 Preferred Stock, you should consult your tax advisor.

Distributions on Our Common Stock and Preferred Stock

Subject to the discussion of PFICs below, any distributions with respect to our common stock or 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. 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 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 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 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 Preferred Stock for more than 60 days in the 121-day period
beginning 60 days before the date on which the common stock or 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.

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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 Preferred Stock). If we pay an extraordinary
dividend on our common stock or 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 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 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 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.

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 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 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.2d 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

132

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, starting in 2013, 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.

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. 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
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 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
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 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 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 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 Preferred Stock at the end of the taxable year
over your adjusted tax basis in our common stock or 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 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 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 Preferred Stock would be treated as ordinary income, and any loss realized on the sale,

133

exchange or other disposition of the common stock or 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
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 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 Preferred Stock) and (b) any gain realized on the
sale, exchange or other disposition of our common stock or Preferred Stock. Under these special rules:

(i)

(ii)

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

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 Preferred Stock, your successor generally would not receive

a step-up in tax basis with respect to such stock for U.S. 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 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 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 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 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).

134

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.

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 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 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
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 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 obtain
copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also 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

As of December 31, 2023, we have no indebtedness outstanding at Joint Venture entities guaranteed by the

Company.

J. Annual Report to Security Holders

Not applicable.

135

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.

The following table sets forth the sensitivity of our long-term debt, including the effect on our consolidated
statement of operations 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

2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

3.6
2.8
2.2
2.0
1.2

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 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 or six-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

136

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’’ within stockholders’ equity and
recognized in the consolidated statement of operations 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 operations immediately.

As of December 31, 2022 and 2023, we had interest rate swap and interest rate cap agreements with an
outstanding notional amount of $972.6 million and $1,137.8 million, respectively. The fair value of these interest
rate swaps and caps outstanding at December 31, 2022 and 2023, amounted to an asset of $60.8 million and an
asset of $47.1 million, respectively, and these are included in the related consolidated balance sheets. The
maturity of these interest rate swaps and caps range between July 2024 and March 2031.

(b) Interest rate swaps and interest rate caps that do not meet the criteria for hedge accounting: As of
December 31, 2022 and 2023, 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 meet the criteria for hedge accounting: We have 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 specific borrowings, in order to hedge our exposure to
fluctuations deriving from Euro. The two cross-currency swaps are designated as cash flow hedging instruments
for accounting purposes. As of December 31, 2023, we had two cross-currency swap agreements with a total
outstanding notional amount of $122.4 million. The fair value of these cross-currency swap agreements
outstanding at December 31, 2023 amounted to a liability of $11.6 million. Both mature 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, 2023, approximately
12% 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, 2023, the Company was engaged in 24 Euro/U.S. dollar contracts totaling $78.6 million

at an average forward rate of Euro/U.S. dollar 1.0703 expiring in monthly intervals up to December 2025. As of
December 31, 2022, we were engaged in 36 Euro/U.S. dollar contracts totaling $108.6 million at an average
forward rate of Euro/U.S. dollar 1.0690, expiring in monthly intervals up to December 2025. Furthermore, as of
December 31, 2022, we were engaged in eight Singapore dollar/U.S. dollar forward agreements totaling
$7.3 million at an average forward rate of Singapore dollar/U.S. dollar 1.3411, with settlements up to
December 2023.

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.

Freight Derivatives

From time to time, we take positions in freight derivatives, mainly through forward freight agreements. If

we take positions in freight derivatives, we could suffer losses in the settling or termination of these agreements.
This could adversely affect our results of operations and cash flow.

During the year ended December 31, 2023, we entered into a number of forward freight agreements. We use
the freight derivatives to establish market positions. We also use the freight derivatives as an economic hedge to
reduce the risk on specific vessels trading in the spot market. Our forward freight agreements are cleared on a
daily basis through clearing houses. Customary requirements for trading in forward freight agreements include
the maintenance of initial and variation margins based on expected volatility, open position and mark to market
of the contracts. Our freight derivatives do not qualify as cash flow hedges for accounting purposes and as a
result changes in the fair value of such instruments are recorded in earnings in the period in which those fair
value changes have occurred.

As of December 31, 2023, the fair value of our outstanding freight derivatives was a net asset of

$11.2 million. An increase in the daily forward rates of $5,000 would increase the fair value of our outstanding
freight derivatives by $19.2 million and vice versa, as of December 31, 2023. In 2023, we recorded a net gain on
our freight derivatives of $5.4 million.

137

Bunker Swap Agreements

From time to time, we enter into bunker swap agreements to manage our exposure to fluctuations of bunker

prices associated with the consumption of bunkers by our vessels. Bunker swaps are agreements between
two parties to exchange cash flows at a fixed price on bunkers, where volume, time period and price are agreed
in advance. If we take positions in bunker swaps or other derivative instruments we could suffer losses in the
settling or termination of these agreements. This could adversely affect our results of operations and cash flow.

During the year ended December 31, 2023, we entered into a series of bunker swaps. We use bunker swaps
as an economic hedge to reduce the risk on bunker price differentials. Our bunker swaps do not qualify as cash
flow hedges for accounting purposes and as a result changes in the fair value of such instruments are recorded in
earnings in the period in which those fair value changes have occurred. Bunker swaps are treated as
assets/liabilities until they are settled.

As of December 31, 2023, the fair value of our outstanding bunker swap agreements was a net liability of

$2.5 million. An increase in the daily forward rates of $100 would increase the fair value of our outstanding
bunker derivatives by $4.9 million and vice versa, as of December 31, 2023. In 2023, we recorded a net loss of
$1.5 million on our bunker swaps.

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.

138

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Please see ‘‘Item 5—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources’’.

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, 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, 2023. 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, 2023.

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, 2023,

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, 2023, 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, 2023, which is incorporated by reference into Item 15.C. below.

139

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

In connection with the establishment of the new dry bulk operating platform under Costamare Bulkers and
the acquiring a controlling interest in Neptune, we have expanded our internal control system to fully cover the
processes and systems used by Costamare Bulkers and Neptune. Except as disclosed in this paragraph, during the
period covered by this annual report, we have made no other 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 16.A. 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 16.B. 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 stockholders.

Stockholders 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, 2023.

ITEM 16.C. 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, 2022 and 2023.

The chart below sets forth the total amount billed and accrued for Ernst & Young services performed in

2023 and 2022 and breaks down these amounts by the category of service.

2023

2022

Audit fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

€850,314

€800,000
€ 18,000
€ 32,314

— €

€660,000
€207,000
€ 12,660
8,270
€887,930

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,
2023 and 2022 and for the review of the quarterly financial information.

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.’’

140

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, 2022 and December 31, 2023.

All other fees

All other fees in 2022 and 2023 amounted to €8,270 and nil, respectively, and relate to permissible

non-audit services. All other fees are approved by the Audit Committee.

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 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED

PURCHASERS

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.

Set forth below are the common shares purchased or received in 2023 by our chief executive officer and

chairman, Konstantinos Konstantakopoulos, and entities controlled by Konstantinos Konstantakopoulos.

Period
January 2023
February 2023 . . . . . . . . . . . . . . . . . . . . . . . .
March 2023 . . . . . . . . . . . . . . . . . . . . . . . . . .
April 2023
May 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . .

June 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 2023
August 2023. . . . . . . . . . . . . . . . . . . . . . . . . .
September 2023 . . . . . . . . . . . . . . . . . . . . . . .
October 2023

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

8.01

363,092(1)
74,800(2)

449,434(1)
8,895
74,800(2)

342,147(1)
74,800(2)

141

Period
November 2023 . . . . . . . . . . . . . . . . . . . . . . .
December 2023 . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Number of
Common Shares
Purchased
430,527(1)
74,800(2)

1,893,295

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

(1)

(2)

These shares were issued by the Company pursuant to the Dividend Reinvestment Plan.

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.

Set forth below are the 6,267,808 common shares that the Company acquired in 2023 under the share
purchase program. As of December 31, 2023, the approximate dollar value of common shares that may yet be
purchased under the share purchase program is $29.9 million.

Period

January 2023
February 2023
March 2023
April 2023
May 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . .
July 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
August 2023. . . . . . . . . . . . . . . . . . . . . . . . . .
September 2023
October 2023
November 2023
December 2023 . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Number of
Common Shares
Purchased

Average Price
Paid per
Share ($)(1)

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans or
Programs

7.94
9.16
9.85
11.33

322,805
3,525,166
1,537,521
882,316

87,341,431
55,044,603
39,905,282
29,905,293

9.57

6,267,808

29,905,293

(1)

The average price paid per share includes commissions paid for each transaction.

ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16.G. 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 stockholders. The significant
differences between our corporate governance practices and the NYSE standards applicable to listed
U.S. companies are set forth below.

142

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.

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 16.H. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

INSPECTIONS

Not Applicable.

ITEM 16.K. 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

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

143

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 heads of the IT and Legal functions of Costamare Shipping.

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;

determine reporting obligations; and

report to the Audit Committee.

144

PART III

ITEM 17. FINANCIAL STATEMENTS

Not Applicable.

ITEM 18. FINANCIAL STATEMENTS

Reference is made to pages F-1 through F-63 included herein by reference.

ITEM 19.

EXHIBITS

Exhibit No.
1.1
1.2
2.1
4.1

4.2

4.3

4.4
4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

4.16

4.17

4.18

8.1

Description

Second Amended and Restated Articles of Incorporation(1)
First Amended and Restated Bylaws(1)
Description of Securities
Restrictive Covenant Agreement dated November 3, 2010, as amended and restated on July 1, 2021
between Costamare Inc. and Konstantinos Konstantakopoulos(5)
Form of Stockholders Rights Agreement between Costamare Inc. and American Stock Transfer &
Trust Company, LLC(2)
Trademark License Agreement dated November 3, 2010, as amended and restated on March 14, 2022
between Costamare Inc. and Costamare Shipping Company S.A.(9)
Form of Restrictive Covenant Agreement between Costamare Inc. and Konstantinos Zacharatos(2)
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.(3)
Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021 by and
between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping
Services Ltd.(6)
Amended and Restated Registration Rights Agreement dated as of November 27, 2015 between
Costamare Inc. and the Stockholders 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)
Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020, and
as further amended and restated on June 28, 2021 by and between Costamare Inc. and Costamare
Shipping Company S.A.(5)
Longshaw Agreement dated June 14, 2021, by and between Costamare Inc. and Longshaw Maritime
Investments S.A.(7)*
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare
Bulkers Services GmbH (8)
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare
Bulkers Services ApS (8)
Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare
Bulkers Services Pte. Ltd.(8)
Local Service Agreement dated November 20, 2023, between Costamare Bulkers Inc. and Costamare
Bulkers Services Co., Ltd.
Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime
Leasing Limited dated March 14, 2023, 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(9)
Amended and Restated Management Services Agreement dated March 14, 2023, among Neptune
Maritime Leasing Limited and Neptune Global Financing Limited (9)
Form of Ship Management Agreement between certain vessel-owning subsidiaries of Costamare Inc.
with Navilands Container Management Ltd.
Form of Ship Management Agreement between certain vessel-owning subsidiaries of Costamare Inc.
with Navilands Bulker Management Ltd.
List of Subsidiaries of Costamare Inc.

145

Exhibit No.
12.1
12.2
13.1

13.2

Description

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
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

15.1
97.1
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)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

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.

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.

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.

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.

Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on August 10, 2021 and hereby incorporated
by reference to such Form 6-K.

Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on August 24, 2021 and hereby incorporated
by reference to such Form 6-K.

Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with
the SEC on March 28, 2022 and hereby incorporated by reference to such Annual Report.

Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on November 30, 2022 and hereby
incorporated by reference to such Form 6-K.

Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with
the SEC on April 3, 2023 and hereby incorporated by reference to such Annual Report.

Certain portions of this exhibit have been redacted pursuant to Instruction 4(a) as to Exhibits of Form 20-F. The Company agrees to
furnish supplementally an unredacted copy of the exhibit to the SEC or its Staff upon request.

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.

146

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.

SIGNATURE

COSTAMARE INC.,
/s/ Konstantinos Konstantakopoulos

Name: Konstantinos Konstantakopoulos
Chief Executive Officer
Title:

Dated: March 29, 2024

147

COSTAMARE INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID #1457) . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets As of December 31, 2022 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations For The Years Ended December 31, 2021, 2022, and 2023 . . . . . .
Consolidated Statements of Comprehensive Income For The Years Ended December 31, 2021, 2022

F-2
F-4
F-5
F-7

and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-8

Consolidated Statements of Stockholders’ Equity For the years ended December 31, 2021, 2022

and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows December 31, 2021, 2022 And 2023 . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-9
F-10
F-12

F-1

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

Report of Independent Registered Public Accounting Firm

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Costamare Inc. (the Company) as of
December 31, 2023 and 2022, 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, 2023, 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,
2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2023, 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, 2023,
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 29, 2024 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.

F-2

Description of the
Matter

Impairment of vessels

At December 31, 2023, the carrying value of the Company’s vessels was
$3,446,797 thousand. As discussed in Notes 2(k), 7 and 23(c) 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 recognizes an impairment loss
equal to the excess of the carrying value over the fair value of the vessel.

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.

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), 7 and 23(c) 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 29, 2024

F-3

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

Report of Independent Registered Public Accounting Firm

Opinion on Internal Control Over Financial Reporting

We have audited Costamare Inc.’s internal control over financial reporting as of December 31, 2023 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, 2023, 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, 2023 and 2022,
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, 2023, and the related notes and our report dated
March 29, 2024 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.

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

Athens, Greece
March 29, 2024

F-4

COSTAMARE INC.
Consolidated Balance Sheets
As of December 31, 2022 and 2023
(Expressed in thousands of U.S. dollars)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 2(e)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash (Note 2(e)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Margin deposits (Note 22(d)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from related parties (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of derivatives (Notes 22 and 23) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance claims receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time charter assumed (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued charter revenue (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in leaseback vessels (Note 12(b)). . . . . . . . . . . . . . . . . . . . . . . . . .
Net investment in sales type lease vessels, current (Note 12(c)). . . . . . . . . . .
Prepayments and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vessels held for sale (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FIXED ASSETS, NET:
Vessels and advances, net (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total fixed assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER NON-CURRENT ASSETS:
Equity method investments (Note 10). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in leaseback vessels, non-current (Note 12(b)) . . . . . . . . . . . . . . .
Accounts receivable, net, non-current (Note 3) . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges, net (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance leases, right-of-use assets (Note 12(a)) . . . . . . . . . . . . . . . . . . . . . . . .
Net investment in sales type lease vessels, non-current (Note 12(c)) . . . . . . .
Restricted cash, non-current (Note 2(e)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time charter assumed, non-current (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued charter revenue, non-current (Note 14) . . . . . . . . . . . . . . . . . . . . . . .
Fair value of derivatives, non-current (Notes 22 and 23) . . . . . . . . . . . . . . . .
Operating leases, right-of-use assets (Note 13) . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred financing costs

(Note 11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to related parties (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease liability (Note 12 (a)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities, current portion (Note 13) . . . . . . . . . . . . . . . . . . . .
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned revenue (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of derivatives (Notes 22 and 23) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31, 2022

December 31, 2023

$ 718,049
9,768
—
26,943
28,039
3,838
25,660
5,410
199
10,885
120,014
—
—
10,622
55,195
1,014,622

3,666,861
3,666,861

20,971
—
5,261
55,035
—
—
83,741
468
11,627
37,643
—
$4,896,229

$ 320,114
18,155
2,332
—
—
51,551
25,227
2,255
3,456
423,090

$ 745,544
10,645
13,748
50,684
61,266
4,119
33,310
18,458
405
9,752
17,492
27,362
22,620
61,949
40,307
1,117,661

3,446,797
3,446,797

552
191,674
5,586
72,801
39,211
19,482
69,015
269
10,937
28,639
284,398
$5,287,022

$ 347,027
46,769
3,172
2,684
160,993
39,521
52,177
3,050
7,377
662,770

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

F-5

NON-CURRENT LIABILITIES:
Long-term debt, net of current portion and deferred financing costs

(Note 11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease liability, net of current portion (Note 12 (a)) . . . . . . . . . . . . . .
Operating lease liabilities, non-current portion (Note 13) . . . . . . . . . . . . . . . .
Fair value of derivatives, non-current portion (Notes 22 and 23) . . . . . . . . . .
Unearned revenue, net of current portion (Note 14) . . . . . . . . . . . . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMMITMENTS AND CONTINGENCIES (Note 15) . . . . . . . . . . . . . . .
Temporary equity – Redeemable non-controlling interest in

December 31, 2022

December 31, 2023

2,264,507
—
—
13,655
34,540
—
2,312,702
—

1,999,193
23,877
114,063
11,194
27,352
9,184
2,184,863
—

subsidiary – (Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,487

629

STOCKHOLDERS’ EQUITY:
Preferred stock (Note 17). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock (Note 17). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury stock (Note 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital (Note 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (Notes 22 and 24) . . . . . . . . . . . .
Total Costamare Inc. stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-controlling interest (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
12
(60,095)
1,423,954
746,658
46,421
2,156,950
—
2,156,950
$4,896,229

—
13
(120,095)
1,435,294
1,045,932
21,387
2,382,531
56,229
2,438,760
$5,287,022

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

F-6

COSTAMARE INC.
Consolidated Statements of Operations
For the years ended December 31, 2021, 2022 and 2023
(Expressed in thousands of U.S. dollars, except share and per share data)

REVENUES:
Voyage revenue (Note 19) . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from investments in leaseback vessels . . . . . . . . . .

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXPENSES:
Voyage expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charter-in hire expenses (Note 2(q)) . . . . . . . . . . . . . . . . . .
Voyage expenses-related parties (Note 3) . . . . . . . . . . . . . .
Vessels’ operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . .
General and administrative expenses – related parties

(Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management and agency fees-related parties (Note 3) . . . .
Amortization of dry-docking and special survey costs

(Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation (Notes 7, 12 and 24) . . . . . . . . . . . . . . . . . . . .
Gain on sale of vessels, net (Notes 7 and 12 (c)) . . . . . . . .
Loss on vessels held for sale (Note 7) . . . . . . . . . . . . . . . . .
Vessels’ impairment loss (Notes 7 and 8) . . . . . . . . . . . . . .
Foreign exchange gains. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OTHER INCOME / (EXPENSES):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs (Note 20). . . . . . . . . . . . . . . . . . .
Income from equity method investments (Note 10) . . . . . .
Gain on sale of equity securities (Note 5) . . . . . . . . . . . . . .
Dividend income (Note 5) . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain / (loss) on derivative instruments, net (Note 22) . . . .

Total other expenses, net. . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net loss attributable to the non-controlling interest

(Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to Costamare Inc. . . . . . . . . . . .

Earnings allocated to Preferred Stock (Note 18) . . . . . . . . .
Net income available to Common Stockholders . . . . . . .

Earnings per common share, basic and diluted (Note 18). .

Weighted average number of shares, basic and diluted

For the years ended December 31,
2022

2023

2021

793,639
—

793,639

1,113,859
—

1,113,859

1,502,491
8,915

1,511,406

(13,311)
—
(11,089)
(179,981)
(6,872)

(9,947)
(29,621)

(10,433)
(136,958)
45,894
—
—
29

441,350

1,587
(86,047)
12,859
60,161
1,833
4,624
(1,246)

(6,229)

435,121

—

435,121

(31,068)
404,053

3.28

(49,069)
—
(15,418)
(269,231)
(9,737)

(9,792)
(46,735)

(13,486)
(165,998)
126,336
—
(1,691)
3,208

662,246

5,956
(122,233)
2,296
—
—
3,729
2,698

(107,554)

554,692

263

554,955

(31,068)
523,887

4.26

(275,856)
(340,926)
(13,993)
(258,088)
(15,674)

(8,542)
(56,254)

(19,782)
(166,340)
112,220
(2,305)
(434)
2,576

468,008

32,447
(144,429)
764
—
—
6,941
17,288

(86,989)

381,019

4,730

385,749

(31,068)
354,681

2.95

(Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

123,070,730

122,964,358

120,299,172

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

F-7

COSTAMARE INC.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2021, 2022 and 2023
(Expressed in thousands of U.S. dollars)

For the years ended December 31,
2023
2022
2021

Net income for the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$435,121

$554,692

$381,019

Other comprehensive income: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized gain / (loss) on cash flow hedges, net (Notes 22 and 24). . . . . . .
Reclassification of amount excluded from the interest rate caps assessment

of effectiveness based on an amortization approach to Interest and
finance costs (Notes 20, 22 and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Effective portion of changes in fair value of cash flow hedges (Notes 22

and 24) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amounts reclassified from Net settlements on interest rate swaps qualifying
for hedge accounting to Depreciation (Note 24) . . . . . . . . . . . . . . . . . . . . .

6,799

46,435

(29,876)

—

1,286

4,354

(1,136)

868

425

Other comprehensive income / (loss) for the year . . . . . . . . . . . . . . . . . . . .

5,726

$ 48,652

$ (25,034)

Total comprehensive income for the year . . . . . . . . . . . . . . . . . . . . . . . . . . .

440,847

603,344

355,985

Comprehensive loss attributable to the non-controlling interest (Note 16) . . .

—

263

4,730

Total comprehensive income for the year attributable to

Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$440,847

$603,607

$360,715

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

F-8

COSTAMARE INC.
Consolidated Statements of Stockholders’ Equity
For the years ended December 31, 2021, 2022 and 2023
(Expressed in thousands of U.S. dollars, except share and per share data)

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

Amount

Additional
Paid-in
Capital

Accumulated
Other
Comprehensive
Income / (Loss)

(Accumulated
deficit)/
Retained
Earnings

Costamare
Inc.

Non-
controlling
interest

Total

4,574,100

$— 3,986,542

$— 3,973,135

$— 1,970,649

$— 122,160,638

$12

— $

— $1,366,486

$ (7,957)

(9,721)

$1,348,820

$ — $1,348,820

— —

1,824,466 —

— —

—

20,064

—

5,726

435,121

—

20,064

(52,850)

(31,068)

—

5,726

—

435,121

20,064

(52,850)

(31,068)

5,726

4,574,100

$— 3,986,542

$— 3,973,135

$— 1,970,649

$— 123,985,104

$12

— $

— $1,386,636

$ (2,231)

$ 341,482

$1,725,899

$ — $1,725,899

— —

3,053,309 —

—

37,318

— —

— — (4,736,702)

(60,095)

— —

—

554,955

—

37,318

(60,095)

(118,711)

(31,068)

48,652

—

48,652

—

554,955

37,318

(60,095)

(118,711)

(31,068)

48,652

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

BALANCE, January 1, 2021 .

(Note 17).

(Notes 3 and 17) .

- Net income .
.
- Issuance of common stock
.

.
- Dividends – Common stock
.
.
- Dividends – Preferred stock
.
.
.
- Gain from common control
.

transaction (Note 3) .

.
- Other comprehensive income
.

(Note 22 and 24).

(Note 17).

2021 .

BALANCE, December 31,
.
.

.
- Net income(1) .
.
- Issuance of common stock
.

(Notes 3 and 17) .

.
- Repurchase of common stock
.
.

.
.
- Dividends – Common stock
.
.
- Dividends – Preferred stock
.
.
.
- Other comprehensive income
.

(Note 22 and 24).

(Note 17).

BALANCE, December 31,
.
.

2022 .

- Acquisition of non-controlling
.
.

.
- Net income(1) .
.
- Issuance of subsidiary shares to

interest (Note 1) .
.

.
.

(Note 17).

non-controlling interest
.
.
.
(Note 1) .
- Issuance of common stock
.

(Notes 3 and 17) .

.
- Repurchase of common stock
.
.
.
.
- Dividends to non-controlling
shareholders of subsidiary .
- Dividends – Common stock
.
.
- Dividends – Preferred stock
.
.
.
- Other comprehensive loss
.

(Note 22 and 24).

(Note 17).

BALANCE, December 31,
.
.

2023 .

— —
— —

— —

2,340,720

—
—

—

—
—

—

—
—

(10,831)

22,171

— —

— — (6,267,808)

(60,000)

— —

—

—
—

—

—
385,749

34,132
1,878

34,132
387,627

—

(10,831)

22,091

22,172

(60,000)

—

11,260

22,172

(60,000)

—

(1,872)

(55,407)

(31,068)

—

(55,407)

(31,068)

(25,034)

—

(25,034)

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

(1) Net income excludes net loss attributable to non-controlling interest of $263 and $6,608 during the years ended December 31, 2022 and 2023. Temporary equity - non-controlling interest in subsidiary

is reflected outside of the permanent stockholders’ equity on the 2022 and 2023 consolidated balance sheets. See Note 16 of the Notes to the Consolidated Financial Statements.

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

F-9

COSTAMARE INC.
Consolidated Statements of Cash Flows
For the years ended December 31, 2021, 2022 and 2023
(Expressed in thousands of U.S. dollars)

For the years ended December 31,
2022

2023

2021

Cash Flows From Operating Activities:
Net income: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit loss provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization and write-off of financing costs . . . . . . . . . . . . . . . . . . . .
Amortization of deferred dry-docking and special survey costs . . . . . .
Amortization of assumed time charter. . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of hedge effectiveness excluded component from cash

flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) / loss on derivative instruments, net . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of vessels, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on vessels held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vessels’ impairment loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity method investments . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from related parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance claims receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepayments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unearned revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend from equity method investees . . . . . . . . . . . . . . . . . . . . . . . . .
Dry-dockings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued charter revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$435,121

$ 554,692

$ 381,019

136,958
(324)
(1,280)
6,704
10,433
(424)

—
7,414
—
(60,161)
1,246
(45,894)
—
—
(12,859)

(12,828)
3,549
(9,917)
(4,102)
3,133
9,639
1,261
11,892
11,347
(599)
6,370
(18,882)
(11,303)

165,998
—
—
10,255
13,486
198

1,286
7,089
(1,296)
—
(2,698)
(126,336)
—
1,691
(2,296)

(6,150)
(3,838)
(6,674)
(4,209)
(361)
(710)
638
21,903
(2,267)
1,039
1,114
(38,330)
(2,631)

166,340
—
—
8,918
19,782
(197)

4,354
5,850
(3,618)
—
(4,801)
(112,220)
2,305
434
(764)

(36,619)
(281)
(32,975)
(20,582)
(59,088)
27,896
(928)
(12,542)
17,191
11,140
4,002
(43,233)
9,985

Net Cash provided by Operating Activities. . . . . . . . . . . . . . . . . . . . .

466,494

581,593

331,368

Cash Flows From Investing Activities:
Equity method investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Return of capital from equity method investments . . . . . . . . . . . . . . . . .
Payments to acquire short-term investments . . . . . . . . . . . . . . . . . . . . . .
Settlements of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt securities capital redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the settlement of insurance claims . . . . . . . . . . . . . . . . .
Acquisition of a subsidiary, net of cash acquired . . . . . . . . . . . . . . . . . .
Issuance of investments in leaseback vessels . . . . . . . . . . . . . . . . . . . . .
Capital collections from vessels’ leaseback arrangements . . . . . . . . . . .

—
8,820
—
—
8,183
1,035
—
—
—

—
14
(178,718)
60,000
—
2,769
—
—
—

(1,274)
2,927
(199,555)
305,695
—
7,763
2,796
(198,832)
18,832

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

F-10

For the years ended December 31,
2022

2023

2021

Proceeds from sale of equity securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Vessel acquisition and advances/Additions to vessel cost . . . . . . . . . . .
Proceeds from the sale of vessels, net. . . . . . . . . . . . . . . . . . . . . . . . . . .

Net Cash provided by / (used in) in Investing Activities. . . . . . . . . .

Cash Flows From Financing Activities:
Proceeds from long-term debt and finance leases. . . . . . . . . . . . . . . . . .
Repayment of long-term debt and finance leases . . . . . . . . . . . . . . . . . .
Payment of financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from stock issuance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net Cash provided by / (used in) Financing Activities . . . . . . . . . . .

Net increase in cash, cash equivalents and restricted cash . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of the

63,963
(992,093)
122,636

(787,456)

1,225,397
(655,400)
(16,140)
—
(71,263)
—

482,594

161,632

—
(61,895)
220,318

42,488

1,014,284
(984,313)
(20,129)
(60,095)
(119,548)
3,750

(166,051)

458,030

—
(83,494)
224,235

79,093

576,206
(832,168)
(25,149)
(60,000)
(71,867)
16,163

(396,815)

13,646

year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

191,896

353,528

811,558

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

$ 353,528

$ 811,558

$ 825,204

Supplemental Cash Information:
Cash paid during the year for interest, net of capitalized interest . . . . .

Non-Cash Investing and Financing Activities:
Dividend reinvested in common stock of the Company. . . . . . . . . . . . .

Right-of-use assets obtained in exchange for operating lease

obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

71,813

$ 100,699

$ 152,628

12,655

30,231

$ 16,321

— $

— $ 440,202

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

F-11

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 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, 2023, the Company issued 598,400 shares to Costamare Shipping Services Ltd.
(‘‘Costamare Services’’) (Note 3). On July 6, 2016, the Company implemented a dividend reinvestment plan (the
‘‘Plan’’) (Note 17). As of December 31, 2023, under the Plan, the Company has issued to its common
stockholders 20,810,518 shares, in aggregate. As of December 31, 2023, the aggregate outstanding share capital
was 118,374,623 common shares. As of December 31, 2023, members of the Konstantakopoulos Family owned,
directly or indirectly, approximately 64.1% of the outstanding common shares, in the aggregate.

As of December 31, 2023, the Company owned and/or operated a fleet of 68 container vessels with a total

carrying capacity of approximately 512,989 twenty-foot equivalent units (‘‘TEU’’) and 42 dry bulk vessels with a
total carrying capacity of approximately 2,604,720 of dead-weight tonnage (‘‘DWT’’), through wholly owned
subsidiaries. As of December 31, 2022, the Company owned and/or operated a fleet of 69 container vessels with
a total carrying capacity of approximately 525,821 twenty-foot equivalent units (‘‘TEU’’) and 45 dry bulk vessels
with a total carrying capacity of approximately 2,436,134 of dead-weight tonnage (‘‘DWT’’), 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 and since June 14, 2021, by chartering its dry bulk vessels
to a diverse group of charterers (Note 3(d)).

During the fourth quarter of 2022, the Company established a dry bulk operating platform under Costamare

Bulkers Inc. (‘‘CBI’’), a majority-owned subsidiary of Costamare organized in the Republic of the Marshall
Islands and agreed to invest an amount of up to $200,000 (Note 16). CBI is chartering-in and chartering-out dry
bulk vessels, entering into contracts of affreightment, forward freight agreements (‘‘FFAs’’) and may also utilize
hedging solutions. As of December 31, 2023, CBI charters-in 56 dry bulk vessels on period charters.

In March 2023, the Company entered into an agreement with Neptune Maritime Leasing Limited (‘‘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. NML was established in 2021 to acquire, own and bareboat charter out vessels through its
wholly-owned subsidiaries. On March 30, 2023, the Company invested in NML the amount of $11,099 and as a
result acquired controlling financial interest. The Company accounted for the control obtained in NML at
March 30, 2023 ‘‘as a business combination’’, which resulted in the application of the ‘‘acquisition method’’, as
defined under ASC 805, Business Combinations, with the Company to be considered the accounting acquirer of
NML. The assets acquired and liabilities assumed on the date of control were recorded at fair value. The assets
acquired consisted mainly of four sale and leaseback contracts, under which NML had acquired and leased back
under bareboat charter agreements, one container vessel and three dry bulk vessels, all accounted for as failed
sales (Note 12(b)). In addition, the Company estimated the fair value of the noncontrolling interest at the
acquisition date at $34,132. The Company does not consider the acquisition a material business combination.

At December 31, 2023, Costamare had 146 wholly-owned subsidiaries incorporated in the Republic of
Liberia, 13 incorporated in the Republic of the Marshall Islands and one incorporated in the Republic of Cyprus.
In addition, as of December 31, 2023, Costamare had one majority-owned subsidiary incorporated in the
Republic of the Marshall Islands and controlled one company incorporated under the laws of Jersey, which had
25 subsidiaries incorporated in the Republic of the Marshall Islands and one incorporated in the Republic of
Liberia.

As the international container shipping industry recovered from the COVID-19 pandemic, time charter rates

improved significantly from their sizable pandemic-related declines until the first half of 2022, due to the
increased demand for containerized goods coupled with inefficiencies in the global supply chain caused by the
pandemic. However, since June 2022, time charter rates for containerships (across all sizes) have demonstrated
significant declines of 84% on average, mainly driven by reduced growth in the transportation of containerized
goods, inflation, and the normalization of supply chains.

F-12

The economic environment of the dry bulk segment improved significantly in 2021 and the first half of

2022 due to the increase in the demand for commodities. However, during 2022, mainly due to the
Russia-Ukraine conflict, the strict COVID-19 lockdown policies in China and the emergence of inflationary
pressures, demand for seaborne dry bulk trade softened and BDI dropped in the end of 2022 by 49% compared
to the previous year. The negative trend was reversed in 2023 and at the end of this year BDI increased by 75%
compared to the previous year, eliminating nearly all losses incurred in 2022. Such reversal is mainly attributed
to the increased seaborne demand for iron ore, coal, grains and other minerals.

The Company will continue to monitor the global economic conditions, the Russia-Ukraine conflict, the
Israeli-Hamas conflict and the Red Sea vessels rerouting, along with their potential direct or indirect negative
effects on the containership and dry bulk markets and will provide further updates if market circumstances
warrant it.

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.

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, 2022 and 2023 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.

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 operations.

(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.

F-13

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
2022
2021

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash – current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash – non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$276,002
8,856
68,670

$718,049
9,768
83,741

$745,544
10,645
69,015

Total cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . .

$353,528

$811,558

$825,204

(f) Accounts Receivable, net: The amount shown as receivables, at each balance sheet date, mainly includes

receivables from charterers for hire, freight and demurrage, net of any provision for doubtful accounts and
accrued interest on these receivables, if any. Operating lease receivables under ASC 842 are not in scope of
ASC 326. 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, 2022 and 2023, 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 and dry bulk vessels to be 30 and
25 years, respectively, 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 for both container and dry bulk vessels.
Secondhand container and dry bulk 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.

F-14

(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.

(k) Impairment of Long-lived Assets: 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.

Container vessels: 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.

Dry bulk vessels: 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 (using the most recent ten- year average of historical one-year time charter rates available
for each type of dry bulk vessel over the remaining estimated life of each vessel, net of commissions), 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, (ii) planned
dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for dry bulk
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 average of historical one-year time charter rates
available for each type of dry bulk vessel, to be a reasonable estimation of expected future charter rates over the
remaining useful life of its dry bulk vessels. The Company believes the most recent ten-year average of historical
one-year time charter rates available for each type of dry bulk vessel 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 dry bulk 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

F-15

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, 2023 resulted in an impairment loss of $434. As of December 31, 2021 and 2022,
the Company concluded that nil and $1,691, respectively, of impairment loss should be recorded.

(l) Long-lived Assets Classified as Held for Sale: The Company classifies long lived assets and disposal

groups as being held for sale in accordance with ASC 360, Property, Plant and Equipment, when:
(i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is
available for immediate sale in its present condition subject only to terms that are usual and customary for sales
of such assets; (iii) an active program to locate a buyer and other actions required to complete the plan to sell
the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset is expected to qualify
for recognition as a completed sale, within one year; (v) the asset is being actively marketed for sale at a price
that is reasonable in relation to its current fair value and (vi) actions required to complete the plan indicate that it
is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long lived assets
classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell.
According to ASC 360-10-35, the fair value less cost to sell of the long-lived asset (disposal group) should be
assessed each reporting period it remains classified as held for sale. Subsequent changes in the long-lived asset’s
fair value less cost to sell (increase or decrease) would be reported as an adjustment to its carrying amount,
except that the adjusted carrying amount should not exceed the carrying amount of the long-lived asset at the
time it was initially classified as held for sale. These long-lived assets are not depreciated once they meet the
criteria to be classified as held for sale and are classified in current assets on the consolidated balance sheet. As
of December 31, 2023 and 2022, four dry bulk vessels and two container vessels were classified as Held for sale,
respectively.

(m) 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 operations.

(n) 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.

(o) 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), equity method investments, and derivative contracts (interest rate
swaps, interest rate caps, cross-currency rate swaps, foreign currency contracts, FFAs and bunkers swap
agreements). 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

F-16

counterparties to its derivative instruments; however, the Company limits its exposure by diversifying among
counterparties with high credit ratings. The Company limits its credit risk with accounts receivable by performing
ongoing credit evaluations of its customers’ and investees’ financial condition and receiving charter hires in
advance, and therefore generally does not require collateral for its accounts receivable.

(p) Accounting for Voyage Revenues and Expenses: Voyage revenues are primarily generated from time
charter or voyage charter agreements. Time charter agreements contain a lease as they meet the criteria of a lease
under ASC 842. All 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 hold cleanings, extra insurance
premiums for navigating in restricted areas and damages caused by such charterer. Additionally, the owner pays
commissions on the daily hire, to both the charterer and the 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 charterer may charter the vessel with or without the owner’s crew and other operating services
(time charter and bareboat charter, respectively). Thus, the agreed daily rates (hire rates) in the case of time
charter agreements also include compensation for part of the agreed crew and other operating and maintenance
services provided by the owner (non-lease components). The Company, as lessor, has elected not to allocate the
consideration in the agreement to the separate lease and non-lease components, 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.

Under a voyage charter, a vessel is provided for the transportation of specific goods between specific ports
in return for payment of an agreed upon freight per ton of cargo. The Company has determined that its voyage
charter agreements do not contain a lease because the charterer under such contracts does not have the right to
control the use of the vessel since the Company, as the ship-owner, retains control over the operations of the
vessel, provided also that the terms of the voyage charter are pre-determined, and any change requires the
Company’s consent and are therefore considered service contracts that fall under the provisions of ASC
606 ‘‘Revenue from contracts with customers’’. The Company accounts for a voyage charter when all the
following criteria are met: (i) the parties to the contract have approved the contract in the form of a written
charter agreement or fixture recap and are committed to perform their respective obligations, (ii) the Company
can identify each party’s rights regarding the services to be transferred, (iii) the Company can identify the
payment terms for the services to be transferred, (iv) the charter agreement has commercial substance (that is, the
risk, timing, or amount of the future cash flows is expected to change as a result of the contract) and (v) it is
probable that the Company will collect substantially all of the consideration to which it will be entitled in
exchange for the services that will be transferred to the charterer. The majority of revenue from voyage charter
agreements is collected in advance. The Company has determined that there is one single performance obligation
for each of its voyage contracts, which is to provide the charterer with an integrated transportation service within
a specified time period. The Company is also engaged in contracts of affreightment which are contracts for
multiple voyage charter employments. In addition, the Company has concluded that revenues from voyage
charters in the spot market or under contracts of affreightment are recognized ratably over time because the
charterer simultaneously receives and consumes the benefits of the Company’s performance as the Company
performs. Therefore, since the Company’s performance obligation under each voyage contract is met evenly as
the voyage progresses, revenue is recognized on a straight line basis over the voyage days from the loading of
cargo to its discharge.

F-17

Demurrage income, which is considered a form of variable consideration, is included in voyage revenues,

and represents payments by the charterer to the vessel owner when loading or discharging time exceeds the
stipulated time in the voyage charter agreements.

Under voyage charter agreements, all voyage costs are borne and paid by the Company. Voyage expenses

consist primarily of brokerage commissions, bunker consumption, port and canal expenses and agency fees
related to the voyage. All voyage costs are expensed as incurred with the exception of the contract fulfilment
costs that incur from the latter of the end of the previous vessel employment and the contract date and until the
commencement of loading the cargo on the relevant vessel, which are capitalized to the extent the Company, in
its reasonable judgement, determines that they (i) are directly related to a contract, (ii) are recoverable and
(iii) enhance the Company’s resources by putting the Company’s vessel in a location to satisfy its performance
obligation under a contract pursuant to the provisions of ASC 340-40 ‘‘Other assets and deferred costs’’. These
capitalized contract fulfilment costs are recorded under ‘‘Other current assets’’ and are amortized on a
straight-line basis as the related performance obligations are satisfied. As of December 31, 2022 and 2023,
capitalized contract fulfilment costs, which are recorded under ‘‘Prepayments and other assets’’ amounted to nil
and $9,637, respectively.

Revenues for 2021, 2022 and 2023 derived from significant charterers individually accounting for 10% or

more of revenues (in percentages of total revenues) were as follows:

A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2021

2022

2023

16%
20%
12%
12%
5%

13%
18%
7%
8%
8%

10%
9%
5%
6%
12%

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65% 54% 42%

(q) Operating leases - Leases for Lessees: Vessel leases, where the Company is regarded as the lessee, are

classified as operating leases, based on an assessment of the terms of the lease. According to the provisions of
ASC 842-20-30-1, at the commencement date, a lessee shall measure both of the following: a) The lease liability
at the present value of the lease payments not yet paid, discounted using the discount rate for the lease at lease
commencement and b) The right-of-use asset, which shall consist of all of the following: i) The amount of the
initial measurement of the lease liability, ii) Any lease payments made to the lessor at or before the
commencement date, minus any lease incentives received and iii) Any initial direct costs incurred by the lessee.

After lease commencement, the Company measures the lease liability for operating leases at the present

value of the remaining lease payments using the discount rate determined at lease commencement. The
right-of-use asset is subsequently measured at the amount of the remeasured lease liability, adjusted for the
remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments
are uneven throughout the lease term and any unamortized initial direct costs. Any changes made to leased assets
to customize it for a particular use or need of the lessee are capitalized as leasehold improvements.

In cases of operating lease agreements that meet the definition of ASC 842 for a short-term lease (the lease

has a lease term of 12 months or less) and does not include an option to purchase the underlying asset that the
lessee is reasonably certain to exercise, the Company can make the short-term lease election at the
commencement date. A lessee that makes the short-term lease election does not recognize a lease liability or
right-of-use asset on its balance sheet. Instead, the lessee recognizes lease payments on a straight-line basis over
the lease term.

For charter-in arrangements classified as operating leases, lease expense is recognized on a straight-line

basis over the rental periods of such charter agreements and is included under the caption ‘‘Charter-in hire
expenses’’ in the Consolidated Statement of Operations (see Note 13). Revenues generated from charter-in
vessels are included in Voyage revenues in the consolidated statements of operations. During the year ended
December 31, 2023 the Company chartered-in 93 third-party vessels. Revenues generated from those charter-in
vessels during the year ended December 31, 2023 amounted to $490,679 and are included in Voyage revenues in
the consolidated statements of operations, out of which $73,293 constitute sublease income deriving from time
charter agreements.

F-18

Lease assets used by the Company are reviewed periodically for potential impairment whenever events or
changes in circumstances indicate that the carrying amount may not be fully recoverable. Measurement of the
impairment loss is based on the fair value of the asset. The Company determines the fair value of its lease assets
based on management estimates and assumptions by making use of available market data. As of December 31,
2023, the management of the Company has concluded that events and circumstances did not trigger the existence
of potential impairment.

(r) 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, 2023, 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.

(s) 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 designates 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 but then 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

F-19

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’’.

Also, the Company enters into FFAs to establish market positions in the dry bulk derivative freight markets
and to hedge its exposure in the physical dry bulk freight markets and into bunker swap agreements to hedge its
exposure to bunker prices. The differentials paid or received under these instruments are recognized in earnings
as part of the gain /(loss) on derivative instruments. The Company has not designated these FFAs and bunker
swap agreements as hedge accounting instruments.

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.

As of December 31, 2023, the Company has elected one of the optional expedients provided in the
ASU 2020-04 Reference Rate Reform and its update, that allows an entity to assert that a hedged forecasted
transaction referencing LIBOR remains probable of occurring, regardless of the modification or expected
modification to the terms of the hedged item to replace the reference rate. The Company applied the accounting
relief as relevant contract and hedge accounting relationship modifications were made during the reference rate
reform transition period.

(t) 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, 2023. 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.

(u) 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 22 and 24).

(v) Segment Reporting: The Company determined that currently it operates under four reportable segments:

(1) a container vessels segment, as a provider of worldwide marine transportation services by chartering its
container vessels, (2) a dry bulk vessels segment, as a provider of dry bulk commodities transportation services
by chartering its dry bulk vessels, (3) a dry bulk operating platform, which charters-in/out dry bulk vessels and
enters into contracts of affreightment, FFAs and may also utilize hedging solutions and (4) a ship sale and
leaseback business, which acquires, owns and bareboat charters out vessels through its wholly-owned
subsidiaries. The accounting policies applied to the reportable segments are the same as those used in the
preparation of the Company’s consolidated financial statements.

(w) 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 that at fair value. Rather, common control transactions are accounted for at the carrying amount of
the net assets or equity interests transferred.

F-20

(x) 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.

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 Operations and Consolidated Statement of Stockholders’ Equity.

(y) Equity Method Investments: Investments in the common stock of entities, in which the Company has
significant influence, as defined by ASC 323, over operating and financial policies, are accounted for using the
equity method. Under this method, the investment in such entities is initially recorded at cost and is adjusted to
recognize the Company’s share of the earnings or losses of the investee after the acquisition date and is adjusted
for impairment whenever facts and circumstances indicate that a decline in fair value below the cost basis is
other than temporary. The amount of the adjustment is included in the determination of net income / (loss).
Dividends received from an investee reduce the carrying amount of the investment. When the Company’s share
of losses in an investee equals or exceeds its interest in the investee, the Company does not recognize further
losses unless the Company has incurred obligations or made payments on behalf of the investee.

(z) Right-of-Use Asset - Finance Leases: The Financial Accounting Standards Board (‘‘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

F-21

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.

(aa) Investments in Equity and Debt Securities: ASC 825 ‘‘Financial Instruments’’ requires equity
securities (including other ownership interests, such as partnerships, unincorporated joint ventures, and limited
liability companies, but excluding those accounted for under the equity method, those that result in consolidation
of the investee and certain other investments) to be measured at fair value with changes in the fair value
recognized through net income. However, for equity investments that don’t have readily determinable fair values
and don’t qualify for practical expedient in ASC 820 to estimate fair value using the net asset value (‘‘NAV’’)
per share (or its equivalent) of the investment, entities may choose to measure those investments at cost, less any
impairment. The Company initially recognizes such equity securities at cost. Subsequently, any dividends
distributed by the investee to the Company are recognized as income when received, but only to the extent they
represent net accumulated earnings of the investee since the Company’s initial recognition of the investment. Net
accumulated earnings are recognized as income by the Company only if they are distributed to the investor as
dividends. Any dividends received in excess of net accumulated earnings are recognized as a reduction in the
carrying amount of the investment. Management evaluates the equity securities for
other-than-temporary-impairment at each reporting date. An investment in cost method equity securities is
considered impaired if the fair value of the investment is less than its carrying value, in which case the Company
recognizes in earnings an impairment loss equal to the difference between their carrying value and their fair
value. Consideration is given to significant deterioration in the earnings performance, or business prospects of the
investee, significant adverse change in the regulatory, economic, or technological environment of the investee,
significant adverse change in the general market condition in which the investee operates, as well as factors that
raise significant concerns about the investee’s ability to continue as a going concern.

Held-to-maturity debt securities are initially recognized at cost and subsequently are measured at amortized

cost, less expected credit losses. The amortized cost is adjusted for amortization of premiums and accretion of
discounts to maturity. Management evaluates debt securities held-to-maturity for expected credit losses at each
reporting date.

The Company assessed the provisions of ‘‘ASC 326 Financial Instruments — Credit Losses’’ and calculated

the estimated credit loss provision by using the Probability of Default and the Loss Given Default parameters
(Note 5). During the year ended December 31, 2021, the Company redeemed / sold the entirety of its
investments in debt and equity securities and as such there were no outstanding amounts as of the year-end date.

(ab) Stock Based Compensation: The Company accounts for stock-based payment awards granted to
Costamare Shipping Services Ltd. (Notes 3 and 16(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
operations.

(ac) 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.

(ad) Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the number of
outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue.

F-22

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. Dividends on such shares held in the entity’s treasury should not be reflected as income and
are not shown as a reduction in equity. 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 decisions 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.

(ae) 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.

(af) 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 operations and
(ii) under financing arrangements that relate to vessels under construction are capitalized to Vessels and
advances, net in the consolidated balance sheets.

(ag) 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 year
ended December 31, 2023, no impairment recognition was deemed necessary.

(ah) 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.

F-23

New Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update 2023-07, ‘‘Improvements to Reportable

Segment Disclosures’’ (‘‘ASU 2023-07’’), which requires disclosures of significant expenses by segment and
interim disclosure of items that were previously required on an annual basis. ASU 2023-07 is to be applied on a
retrospective basis and is effective for fiscal years beginning after December 15, 2023 and interim periods within
fiscal years beginning after December 15, 2024. The Company is evaluating the impact of ASU 2023-07 on
disclosures in its consolidated financial statements.

3. 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 wholly owned by
Mr. Konstantinos Konstantakopoulos, the Company’s Chairman and Chief Executive Officer. Costamare Shipping
provides the Company with commercial, technical and other management services pursuant to a Framework
Agreement dated November 2, 2015, as amended and restated on January 17, 2020 to allow Costamare Shipping
to retain certain relevant payouts from insurance providers and as further amended and restated on June 28, 2021
to allow Costamare Shipping to provide services in relation to other types of vessels (including dry bulk vessels),
in addition to container vessels (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 members of his family, provides, pursuant to a Services Agreement dated
November 2, 2015 as amended and restated on June 28, 2021 (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.

On November 27, 2015, the Company amended and restated the Registration Rights Agreement entered into
in connection with the Company’s Initial Public Offering, to extend registration rights to Costamare Shipping and
Costamare Services each of which have received or may receive shares of its common stock as fee
compensation.

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,
effective from January 1, 2022 (prior to that date the daily fee was $0.956 and $0.478 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, effective from January 1, 2022 (prior to that
date the flat fee was $787 for the construction of any newbuild vessel), 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 (as of January 1, 2022; prior to that date the quarterly fee was $625) 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.

The Company is able to terminate the Framework Agreement and/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, 2025, 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.

Management fees charged by Costamare Shipping in the years ended December 31, 2021, 2022 and 2023,

amounted to $29,621, $43,915 and $42,532, respectively, and are included in Management and agency
fees-related parties in the accompanying consolidated statements of operations. The amounts received by
Costamare Shipping include amounts paid to third party managers of $11,057, $14,605 and $14,489 for the years
ended December 31, 2021, 2022 and 2023, respectively. In addition, Costamare Shipping and Costamare Services
charged (i) $12,602 for the year ended December 31, 2023 ($13,930 and $9,756 for the years ended

F-24

December 31, 2022 and 2021, 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 operations, (ii) $2,667, which is included in General and
administrative expenses – related parties in the accompanying consolidated statements of operations for the year
ended December 31, 2023 ($2,667 and $2,500 for the years ended December 31, 2022 and 2021, respectively)
and (iii) $5,850, representing the fair value of 598,400 shares, which is included in General and administrative
expenses – related parties in the accompanying consolidated statements of operations for the year ended
December 31, 2023 ($7,089 and $7,414 for the years ended December 31, 2022 and 2021, respectively).
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 at December 31,
2022, the working capital security was $5,625 in aggregate, of which $5,250 is included in Accounts receivable,
net, non-current and $375 in Accounts receivable, net in the accompanying 2022 consolidated balance sheet. As
at December 31, 2023, the working capital security was $5,250 in aggregate, of which $4,775 is included in
Accounts receivable, net, non-current and $475 in Accounts receivable, net in the accompanying 2023
consolidated balance sheet.

During the years ended December 31, 2021, 2022 and 2023, Costamare Shipping charged in aggregate to
the companies established pursuant to the Framework Deed (Notes 9 and 10) the amounts of $2,752, $1,776 and
$2,048, respectively, for services provided in accordance with the respective management agreements. The
amounts received by Costamare Shipping, relating to the companies established pursuant to the Framework Deed,
include amounts paid to third party managers of $1,022, $876 and $508 for the years ended December 31, 2021,
2022 and 2023, respectively. The balance due to Costamare Shipping at December 31, 2023 amounted to $3,172
and is included in Due to related parties in the accompanying consolidated balance sheet. The balance due from
Costamare Shipping at December 31, 2022 amounted to $3,581 and is included in Due from related parties in the
accompanying consolidated balance sheet. The balance due from Costamare Services at December 31, 2023,
amounted to $2,131 and is included in Due from related parties in the accompanying consolidated balance sheets.
The balance due to Costamare Services at December 31, 2022, amounted to $1,380 and is included in Due to
related parties in the accompanying consolidated balance sheets.

(b) Shanghai Costamare Ship Management Co., Ltd. (‘‘Shanghai Costamare’’): Shanghai Costamare, a

company incorporated in the People’s Republic of China, controlled by the Company’s Chairman and Chief Executive
Officer, provided certain vessel-owning subsidiaries with management services. Shanghai Costamare was not part of
the consolidated group of the Company. On October 16, 2020, it was agreed that Shanghai Costamare would terminate
operations and the actual transfer of the management of the vessels was completed on January 8, 2021. There was no
balance due from/to Shanghai Costamare at both December 31, 2022 and 2023.

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, 2022
and 2023, 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, 2022 and 2023 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, 2021, 2022 and 2023, BNC charged the ship-owning
companies $595, $749 and $700, respectively, which are included in Voyage expenses—related parties in the
accompanying consolidated statements of operations. 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% (indirectly) 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. During the years ended
December 31, 2021, 2022 and 2023, BNA charged the ship-owning companies $738, $739 and $691 which are
included in Voyage expenses – related parties in the accompanying consolidated statements of operations.

F-25

(d) Longshaw Maritime Investments S.A. (‘‘Longshaw’’): On June 14, 2021, the Company entered into a

Share Purchase Agreement (‘‘SPA’’) with Longshaw, a related party entity controlled by the Company’s
Chairman and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, for the acquisition of all of its
equity interest in 16 companies, which had acquired or had agreed to acquire dry bulk vessels. The aggregate
purchase price, which was paid by the Company on September 9, 2021, for the acquisition of these
16 companies was $54,491, in exchange for the net assets of the acquired companies, that amounted to $54,578.
During the year ended December 31, 2021, all of the dry bulk vessels that were part of the acquisition, Builder,
Pegasus, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity,
Athena, Farmer and Greneta (with an aggregate DWT of 932,329) were delivered to the Company. The
acquisition has been accounted as a transaction between companies under common control and the excess of the
carrying value of the net assets acquired above the purchase price agreed amounting to $86 was recorded as a
capital contribution within additional paid in capital.

(e) LC LAW Stylianou & Associates LLC (‘‘LCLAW’’): The managing partner of LCLAW, a Cyprus law

firm, is the non-executive President of the Board of Directors of Costamare Participations Plc (Note 11.C), a
wholly owned subsidiary of the Company and is a board member and officer of two other subsidiaries of the
Company. LCLAW provides legal services to the Company. During the year ended December 31, 2023, LCLAW
charged the Company’s subsidiaries $25 ($36 during the year ended December 31, 2022 and $91 in total, of
which (i) $33 is included in ‘‘General and Administrative Expenses - Related Parties’’ in the accompanying
consolidated statements of operations for the year ended December 31, 2021 and (ii) $58 is included in
Financing Costs), which is included in ‘‘General and Administrative Expenses - Related Parties’’ in the
accompanying consolidated statements of operations. There was no balance due from/to LCLAW at both
December 31, 2022 and December 31, 2023.

(f) Local Agencies: Costamare Bulkers Services GmbH (‘‘Local Agency A’’) a company incorporated under

the laws of the Republic of Germany, Costamare Bulkers Services ApS (‘‘Local Agency B’’) a company
incorporated under the laws of the Kingdom of Denmark, Costamare Bulkers Services Pte. Ltd. (‘‘Local
Agency C’’) a company incorporated under the laws of the Republic of Singapore and Costamare Bulkers
Services Co., Ltd (‘‘Local Agency D’’) a company incorporated under the laws of Japan and together with Local
Agency A, Local Agency B and Local Agency C, (the ‘‘Local Agencies’’), are wholly owned by the Company’s
Chairman and CEO. On November 14, 2022, CBI entered into separate agreements with the Local Agency A,
Local Agency B and Local Agency C and on November 20, 2023 with Local Agency D (collectively the
‘‘Service Agreements’’) for the provision of chartering and other services on a cost basis (including all expenses
related to the provision of the services) plus a mark-up which is currently set at 11%. Pursuant to the Service
Agreements each of the Local Agencies (except for Local Agency D) is managed by individuals who hold the
minority shareholder interest in CBI (see Note 16). During the years ended December 31, 2023 and 2022, the
Local Agencies charged CBI with aggregate agency fees of $11,689 and $2,821, respectively, which are included
in ‘‘Management and agency fees-related parties’’ in the accompanying consolidated statements of operations.
The balance due from the four Local Agencies as of December 31, 2023, amounted to $1,647, in aggregate and
is included in Due from related parties in the accompanying consolidated balance sheets. The balance due from
Local Agency A as of December 31, 2022 amounted to $257 and is included in Due from related parties in the
accompanying consolidated balance sheets. The balance due to Local Agency B and Local Agency C at
December 31, 2022 amounted to $952 and is included in Due to related parties in the accompanying consolidated
balance sheets.

(g) Neptune Global Finance Ltd. (‘‘NGF’’): Since March 2023, the Company’s Chairman and Chief Executive

Officer, Mr. Konstantinos Konstantakopoulos owns 51% of NGF, a company incorporated under the laws of Jersey
which provides among others 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 Mr. Konstantinos Konstantakopoulos acquired 51% of NGF to December 31, 2023, NGF charged an amount of
$2,033 as management fees, which are included in Management and agency fees-related parties in the accompanying
consolidated statements of operations. The balance due from NGF at December 31, 2023 amounted to $341 and is
included in Due from related parties in the accompanying consolidated balance sheets.

F-26

(h) 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. As of December 31, 2023 there was no balance due from/to Codrus.

(i) Other related parties’ transactions: On November 3, 2010, the Company and the Company’s Chairman

and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, entered into a Restrictive Covenant
Agreement (the ‘‘Original RCA’’), pursuant to which the activities of Mr. Konstantakopoulos with respect to the
container vessel sector, because of his capacity as a director or officer of the Company, were restricted. In
July 2021, the Original RCA was amended and restated, and Mr. Konstantakopoulos agreed to similarly restrict
his activities in the dry bulk sector.

4. Segmental Financial Information

The Company has four reportable segments from which it derives its revenues: (1) container vessels

segment, (2) dry bulk vessels segment, (3) dry bulk operating platform segment (‘‘CBI segment’’) and
(4) investment in leaseback vessels through NML (Notes 1 and 12) (‘‘NML segment’’). The reportable segments
reflect the internal organization of the Company and are strategic businesses that offer different services. The
container vessel business segment consists of transportation of containerized products through ownership and
operation of container vessels. The dry bulk business segment consists of transportation of dry bulk cargoes
through ownership and operation of dry bulk vessels. Under the operating platform segment, CBI charters-in/out
dry bulk vessels and enters into contracts of affreightment, FFAs and may also utilize hedging solutions. Under
the NML segment, NML acquires and bareboat charters out the acquired vessels to the respective seller-lessee 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, 2022
and December 31, 2023, and for the years ended December 31, 2021, 2022 and 2023. The Company measures
segment performance based on net income. Items included in the segment’s net income are allocated to the
extent that the items are directly or indirectly attributable to the segments. With regards to the items that are
allocated by indirect calculation, their allocations keys are defined on the basis of each segment’s drawing on key
resources. The Other segment includes items that due to their nature are not allocated to any of the Company’s
reportable segments. As of December 31, 2022 and December 31, 2023 and for the years ended December 31,
2021, 2022 and 2023, Other segment includes equity method investments’ balances, due from related parties
balances, cash balances and short-term investments. Summarized financial information concerning each of the
Company’s reportable segments is as follows:

For the year ended December 31, 2023

Container vessels
segment

Dry bulk vessels
segment

CBI

NML

Other Eliminations

Total

$ 839,374

$155,892

$507,225 $ — $ — $

— $1,502,491

—

11,902

—

— — (11,902)

—

—
(126,719)

—
(39,621)

— 8,915 —
— —
—

(15,344)
18,247
(117,036)

(4,438)
11,635
(23,941)

—
2,316
(1,243)

— —
249 —
(1)

(2,208)

—

— 764

—
—

—
—
—

—

8,915
(166,340)

(19,782)
32,447
(144,429)

764

Voyage revenue. . . . . . . . .
Intersegment voyage

revenue . . . . . . . . . . . . .

Income from investment

in leaseback vessels . . .
Depreciation . . . . . . . . . . .
Amortization of

dry-docking and special
survey costs. . . . . . . . . .
Interest income . . . . . . . . .
Interest and finance costs .
Income from equity

method investments . . .

Net Income/ (Loss) for

the Year . . . . . . . . . . . . .

$ 507,041

$ (43,070)

$ (88,106) $ 4,513 $641

— $ 381,019

F-27

For the year ended December 31, 2022

Container
vessels
segment

Dry bulk
vessels
segment

CBI

Other

Eliminations

Total

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . .
Intersegment voyage revenue . . . . . . . . . . . .
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of dry-docking and special

survey costs . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . .
Income from equity method investments . . .
Net Income/ (Loss) for the Year . . . . . . . . . .

$ 797,392
—
(126,340)

$316,100
800
(39,658)

367
—
—

$ —
—
—

(11,831)
3,666
(101,888)
—
$ 458,494

(1,655)
2,290
(20,333)
—
$ 97,405

—
—
—
—
—
(12)
— 2,296
$(3,503) $2,296

$ —
(800)
—

—
—
—
—
$ —

$1,113,859
—
(165,998)

(13,486)
5,956
(122,233)
2,296
$ 554,692

For the year ended December 31, 2021

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of dry-docking and special survey costs . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from equity method investments. . . . . . . . . . . . . . . . . . . .
Net Income for the Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Container
vessels
segment

$ 678,292
(125,811)
(10,346)
1,587
(81,887)
—
$ 303,490

Dry bulk
vessels
segment

Other

Total

$115,347
(11,147)
(87)
—
(4,160)

$ — $ 793,639
— (136,958)
(10,433)
—
1,587
—
(86,047)
—
12,859
— 12,859
$ 435,121
$74,817

$ 56,814

As of December 31, 2023

Container
vessels
segment

Dry bulk
vessels
segment

CBI

NML

Other

Eliminations

Total

Total Assets . . . . . . . . . . . . . . . . . . . $3,153,806 $734,817 $455,568 $238,667 $707,284

$(3,120) $5,287,022

As of December 31, 2022

Container
vessels
segment

Dry bulk
vessels
segment

CBI

Other

Eliminations

Total

Total Assets . . . . . . . . . . . . . . . . . . .

$3,272,559

$771,027

$101,807

$751,838

$(1,002)

$4,896,229

5. Current Assets: Short-term investments / Non-current Assets: Debt Securities, Held to Maturity, and
Other Non-Current Assets:

In 2014, Zim Integrated Services (‘‘Zim’’) agreed with its creditors, including vessel and container lenders,
ship-owners, shipyards, unsecured lenders and bond holders, to restructure its debt. Based on this agreement, the
Company received Zim shares representing approximately 1.2% of the outstanding Zim shares immediately after
the restructuring and $8,229 aggregate principal amount of unsecured interest-bearing Zim notes maturing in
2023 consisting of $1,452 of 3.0% Series 1 Notes due 2023 amortizing subject to available cash flows in
accordance with a corporate mechanism and $6,777 of 5.0% Series 2 Notes due 2023 non-amortizing (of the 5%
interest, 3% is payable quarterly in cash and 2% interest is accrued quarterly with deferred cash payment on
maturity) in exchange for amounts owed by Zim to the Company under their charter agreements. The Company
calculated the fair value of the instruments received from Zim based on the agreement discussed above, available
information on Zim and other similar contracts with similar terms, maturities and interest rates, and recorded at
fair value of $676 in relation to the Series 1 Notes, $3,567 in relation to the Series 2 Notes and $7,802 in
relation to its equity participation in Zim. The difference between the aggregate fair value of the debt and equity
securities received from Zim and the then net carrying value of the amounts due from Zim of $2,888 was
written-off in 2014.

F-28

The Company accounted on a quarterly basis, for the unwinding of the interest on the Series 1 and Series 2
Notes. During the year ended December 31, 2021, the Company recorded $458 in relation to their unwinding, which
is included in ‘‘Interest income’’ in the 2021 consolidated statement of operations. The Company had classified such
debt securities under Debt securities, held to maturity, since it had no intention to sell the securities in the near term.
During the year ended December 31, 2016, the Company received $46 capital redemption of the Series 1 Notes,
reducing the principal to $1,406. Additionally, on March 22, 2021, the Company received $394 capital redemption of
the Series 1 Notes, reducing the principal to $1,012, as of that date. Furthermore, in June 2021, the Company received
$7,789 capital redemption of the Series 1 and 2 Notes, in aggregate, and the outstanding balance at the date of the
capital redemption of $6,774, net of accumulated provision for Credit losses of $569 calculated as of December 31,
2020, following the provisions of ‘‘ASC 326 Financial Instruments — Credit Losses’’, was fully settled. As a result of
the full redemption of the Series 1 and Series 2 Notes, the Company recorded a gain of $1,015, which is included in
Other, net, in the accompanying 2021 consolidated statement of operations. The Series 1 and Series 2 Zim Notes were
carried at amortized cost. These financial instruments were not measured at fair value on a recurring basis. The
Company assessed the provisions of ‘‘ASC 326 Financial Instruments — Credit Losses’’ in relation to its Series 1 and
Series 2 Notes securities and a Credit loss provision of $245 was calculated as of March 31, 2021 and as result a gain
of $324 is included in Other, net in the 2021 consolidated statement of operations. The remaining securities were fully
redeemed in June 2021.

On January 28, 2021, Zim completed its initial public offering in the United States under the United States

Securities Act of 1933, as amended. Since then, the Company classified the equity securities of Zim that it
owned at Fair Value through Net Income as the Company did not have the ability to exercise significant
influence on matters at Zim, and there is readily available fair value for these securities. The Company recorded
the subsequent changes in fair value in the consolidated statements of operations based on the closing price of
Zim ordinary shares on the New York Stock Exchange (‘‘NYSE’’) on each reporting date (Level 1 inputs of the
fair value hierarchy). In September 2021, the Company received a special dividend amounting to $1,833, which
is separately reflected in Dividend income in the accompanying 2021 consolidated statement of operations.
During the year ended December 31, 2021, the Company sold its 1,221,800 ordinary shares of Zim and recorded
a gain of $60,161, which is separately reflected in Gain on sale of equity securities in the 2021 consolidated
statement of operations. As of December 31, 2021, the Company did not hold any Zim securities.

As of December 31, 2023, the Company holds one zero-coupon U.S. treasury bill (the ‘‘Bill’’) with an

aggregate face value of $17,605 at a cost of $17,373.

6. Inventories:

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

board the vessels.

7. 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, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,687,896 $(1,037,704) $3,650,192

Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vessel acquisitions, advances and other vessels’ costs . . . . . . . . . . . . . . . .
Vessel sales, transfers and other movements . . . . . . . . . . . . . . . . . . . . . . . .

—
249,023
(140,817)

(162,651)
—
71,114

(162,651)
249,023
(69,703)

Balance, December 31, 2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,796,102 $(1,129,241) $3,666,861

—
88,506
(196,884)

(165,460)
—
53,774

(165,460)
88,506
(143,110)

Balance, December 31, 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,687,724 $(1,240,927) $3,446,797

F-29

During the year ended December 31, 2023, the Company acquired the three secondhand dry bulk vessel
Enna (ex. Aquaenna), Dorado (ex. Aquarange) and Arya (ex. Ultra Regina) with an aggregate DWT capacity of
417,241. Furthermore, during the year ended December 31, 2023, the Company agreed to acquire the 2011-built,
secondhand dry bulk vessel Iron Miracle with a capacity of 180,643 DWT, which was delivered to the Company
during the first quarter of 2024 (Note 25 (d)).

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’’) (Notes 9 and 10) 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 (Note 10). 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 (Note 14). Management accounted for this acquisition as an asset acquisition
under ASC 805 ‘‘Business Combinations’’.

During the year ended December 31, 2022, the Company acquired the secondhand container vessel Dyros

with a TEU capacity of 4,578, and three secondhand dry bulk vessels, the Oracle, Libra and Norma with an
aggregate DWT of 172,717. Furthermore, during the year ended December 31, 2022, the Company prepaid the
outstanding balances of Jodie Shipping Co., Kayley Shipping Co., Plange Shipping Co. and Simone Shipping Co.
finance lease liabilities (Note 12) and re-acquired the 2013-built, 8,827 TEU container vessels, MSC Athens and
MSC Athos and the 2014-built, 4,957 TEU container vessels, Leonidio and Kyparissia. In addition, during the
year ended December 31, 2022, the Company prepaid the outstanding balance of Benedict Maritime Co. finance
arrangement (Note 11.B.2) and re-acquired the 2016-built, 14,424 TEU container vessel Triton.

During the year ended December 31, 2021, the Company (i) acquired the secondhand container vessels
Aries, Argus, Glen Canyon, Androusa, Norfolk, Porto Cheli, Porto Kagio, Porto Germeno and Gialova with an
aggregate TEU capacity of 49,909, (ii) took delivery of the newbuild container vessels YM Target and YM Tiptop
with an aggregate TEU capacity of 25,380 and (iii) took delivery of 43 secondhand dry bulk vessels, 16 of which
were part of the SPA (Note 3(d)), the Builder, Pegasus, Adventure, Eracle, Peace, Sauvan, Pride, Alliance,
Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena, Farmer and Greneta, with an aggregate DWT of
850,163 and 27 additional dry bulk vessels that were agreed to be acquired during the year ended December 31,
2021, the Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource,
Konstantinos, Taibo, Thunder, Equity, Cetus, Curacao, Rose, Bermondi, Titan I, Orion, Merchia, Damon,
Pythias, Hydrus and Phoenix, with an aggregate DWT of 1,388,422.

During the year ended December 31, 2021, the Company purchased the equity interest (in the range from

51% to 75%) held by funds managed and/or advised by York (Notes 9 and 10) in the companies owning the
containerships Cape Akritas, Cape Tainaro, Cape Artemisio, Cape Kortia and Cape Sounio, with an aggregate
capacity of 55,050 TEU, at an aggregate net consideration price of $88,854 after subtracting term loans of
$302,193 (Note 11) assumed at the time of the acquisition. As a result, the Company acquired the controlling
interest and became the sole shareholder of the vessel owning companies of the five said container vessels
(Note 10). Any favorable or unfavorable lease terms associated with these vessels were recorded as an intangible
asset or liability (‘‘Time charter assumed’’) at the time of the acquisition. The aggregate Time charter assumed,
net, at the time of the acquisitions was a liability of $589, current and non-current portion (Note 14).
Management accounted for this acquisition as an asset acquisition under ASC 805 ‘‘Business Combinations’’.

During the year ended December 31, 2021, the Company agreed to acquire (i) the 2008-built, 4,578 TEU
secondhand container vessel Dyros, which was delivered during the first quarter of 2022 and (ii) two secondhand
dry bulk vessels Oracle and Libra with an aggregate DWT of 114,699 which were delivered to the Company
during the first quarter of 2022.

During the year ended December 31, 2021, the Company ordered from a shipyard a number of newbuild
container vessels (some 12,690 TEU and some 15,000 TEU). During the year ended December 31, 2022, the
Company served notices of termination for the abovementioned shipbuilding contracts due to the shipyard’s
repudiation thereof/default thereunder and has served notice of arbitration to the relevant shipyard under the said
shipbuilding contracts.

On December 14 and 20, 2023, the Company decided to make arrangements to sell the dry bulk vessels
Konstantinos and Progress, respectively. At these dates, the Company concluded that all the criteria required by

F-30

the relevant accounting standard, ASC 360-10-45-9, for the classification of these vessels as ‘‘held for sale’’ were
met. As of December 31, 2023, the amount of $20,790, separately reflected in Vessels held for sale in the
December 31, 2023 consolidated balance sheet, represents the fair market value of the vessels based on the
vessel’s estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). The difference
between the estimated fair value less cost to sell of the vessels and the vessels’ carrying value, amounting to
$2,305, was recorded in the year ended December 31, 2023, and is separately reflected as Loss on vessels held
for sale in the accompanying consolidated statement of operations. Both vessels were delivered to their new
owners during the first quarter of 2024 (Note 25(c)).

On December 2 and 18, 2023, the Company decided to make arrangements to sell the dry bulk vessels
Adventure and Manzanillo, respectively. At these dates the Company concluded that all the criteria required by
the relevant accounting standard, ASC 360-10-45-9, for the classification of these vessels as ‘‘held for sale’’ were
met. As of December 31, 2023, the amount of $19,517, separately reflected in Vessels held for sale in the
December 31, 2023 consolidated balance sheet, represents the aggregate carrying value of Adventure and
Manzanillo at the time that held for sale criteria were met on the basis that as of that date each vessel’s fair
value less cost to sell exceeded each vessel’s carrying value. The dry bulk vessel Manzanillo was delivered to
her new owners during the first quarter of 2024 (Note 25(c)) and the dry bulk vessel Adventure is expected to be
delivered to her new owners during the second quarter of 2024.

On February 14, 2022, the Company decided to make arrangements to sell the container vessels Sealand

Washington and Maersk Kalamata and on March 30, 2022, the Company decided to make arrangements to sell
the dry bulk vessel Thunder. At these dates, the Company concluded that all the criteria required by the relevant
accounting standard, ASC 360-10-45-9, for the classification of the three vessels as ‘‘held for sale’’ were met. As
of December 31, 2022, the amount of $55,195, separately reflected in Vessels held for sale in the December 31,
2022 consolidated balance sheet, represents the aggregate carrying value of Sealand Washington and Maersk
Kalamata at the time that held for sale criteria were met on the basis that as of that date each vessel’s fair value
less cost to sell exceeded each vessel’s carrying value. Each vessel’s fair value is based on its estimated sale
price, net of commissions (Level 2 inputs of the fair value hierarchy).

On December 9, 2021, the Company decided to make arrangements to sell the container vessels Sealand

Illinois, Sealand Michigan, York and Messini. At that date, the Company concluded that all the criteria required
by the relevant accounting standard, ASC 360-10-45-9, for the classification of the vessel as ‘‘held for sale’’ were
met. As of December 31, 2021, the amount of $78,799 (including $3,742 transferred from Deferred charges, net),
represents the aggregate carrying value of those vessels at the time that held for sale criteria were met on the
basis that as of that date each vessel’s fair value less cost to sell exceeded each vessel’s carrying value. Their fair
value was based on the vessel’s estimated sale price, net of commissions (Level 2 inputs of the fair value
hierarchy).

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, the container vessel Oakland and the dry
bulk vessels Miner, Taibo, Comity, Peace, Pride and Cetus and recognized an aggregate net gain of $112,220,
which is included in Gain on sale of vessels, net in the accompanying consolidated statement of operations for
the year ended December 31, 2023.

During the year ended December 31, 2022, the Company sold the dry bulk vessel Thunder which was
classified as held for sale at March 30, 2022 and the container vessels Messini, Sealand Michigan, Sealand
Illinois and York, which were classified as held for sale at December 9, 2021 and recognized an aggregate gain
of $126,336, which is separately reflected in Gain / (loss) on sale of vessels, net in the accompanying
consolidated statement of operations for the year ended December 31, 2022.

During the year ended December 31, 2021, the Company sold the container vessels (i) Halifax Express,
which was classified as a Vessel held for sale at December 31, 2020, (ii) Prosper and Venetiko, which were
classified as Vessels held for sale at March 31, 2021, (iii) Zim Shanghai and Zim New York, which were
classified as Vessels held for sale at June 30, 2021, and recognized an aggregate net gain of $45,894, which is
separately reflected in Gain / (loss) on sale of vessels, net in the accompanying 2021 consolidated statement of
operations.

F-31

During the year ended December 31, 2023, the Company recorded an impairment loss in relation to two of

its dry bulk vessels in the amount of $434. The fair values of these vessels were determined through Level 2
inputs of the fair value hierarchy (Note 23).

During the year ended December 31, 2022, the Company recorded an impairment loss in relation to four of

its dry bulk vessels in the amount of $1,691. The fair values of these vessels were determined through Level 2
inputs of the fair value hierarchy (Note 23).

As of December 31, 2023, 95 of the Company’s vessels, with a total carrying value of $2,647,015, have

been provided as collateral to secure the long-term debt discussed in Note 11. This excludes the vessels YM
Triumph, YM Truth, YM Totality, YM Target and YM Tiptop, the four vessels acquired in 2018 under the Share
Purchase Agreement (Note 11.B) with York and five unencumbered vessels.

8. 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, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 31,859

Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off and other movements (Note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38,330
(13,486)
(1,668)

Balance, December 31, 2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 55,035

43,233
(19,782)
(5,685)

Balance, December 31, 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 72,801

During the year ended December 31, 2023, 23 vessels underwent and completed their dry-docking and
special survey and two vessels were in the process of completing their dry-docking and special survey. During
the years ended December 31, 2021 and 2022, 14 and 18 vessels underwent and completed their dry-docking and
special survey and one and five vessels were in the process of completing their dry-docking and special survey.
The amortization of the dry-docking and special survey costs is separately reflected in the accompanying
consolidated statements of operations.

9. Costamare Ventures Inc.:

On May 18, 2015, the Company, along with its wholly owned subsidiary, Costamare Ventures Inc.
(‘‘Costamare Ventures’’), amended and restated the Framework Deed, which was further amended on June 12,
2018 (the ‘‘Framework Deed’’) with York to invest jointly in the acquisition and construction of container
vessels. Under the Framework Deed, the decisions regarding vessel acquisitions are made jointly by Costamare
Ventures and York and the Company reserves the right to acquire any vessels that York decides not to pursue.
The commitment period ended on May 15, 2020 and the termination of the Framework Deed will occur on
May 15, 2024, or upon the occurrence of certain extraordinary events as described therein.

On termination and on the occurrence of certain extraordinary events, Costamare Ventures may elect to

divide the vessels owned by all such vessel-owning entities between itself and York to reflect their cumulative
participation in all such entities. Costamare Shipping provides ship management and administrative services to
the vessels acquired under the Framework Deed, with the right to subcontract to V.Ships Greece.

As at December 31, 2023, the Company holds 49% of the capital stock of two jointly-owned companies
formed pursuant to the Framework Deed with York (Note 10). The Company accounts for the entities formed
under the Framework Deed as equity investments.

F-32

10. Equity Method Investments:

The companies accounted for as equity method investments, all of which are incorporated in the Marshall

Islands, are as follows:

Entity
Steadman Maritime Co.
Goodway Maritime Co.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Vessel

Participation %
December 31, 2023
49%
49%

Date Established
/Acquired
July 1, 2013
September 22, 2015

During the year ended December 31, 2023, the Company received, in the form of a special dividend,
$1,274 from Geyer Maritime Co. and contributed $980 to the equity of Platt Maritime Co. and $294 to the
equity of Sykes Maritime Co. Furthermore, during the year ended December 31, 2023, Goodway Maritime Co.
sold its vessel Monemvasia and provided a special dividend to the Company amounting to $4,900.

On December 5, 2023, the Company agreed to acquire from York the 51% equity interest in the company

operating of 2001-built, 1,550 TEU capacity containership, Arkadia. The transfer was concluded on
December 11, 2023, whereupon the Company owns 100% equity interest of the company operating the
containership, Arkadia. Management accounted for this transaction as an asset acquisition under ASC 805
‘‘Business Combinations’’ whereas the cost consideration was proportionally allocated on a relative fair value
basis to the assets acquired (Note 7).

On May 12, 2023, the Company agreed to sell its 49% equity interest in the company operating the
2018-built, 3,800 TEU capacity containership, Polar Argentina to York, which at that time held the remaining
51% and to acquire from York the 51% equity interest in the company operating the 2018-built, 3,800 TEU
capacity containership, Polar Brasil. Both transfers were concluded on June 2, 2023, whereupon the Company
owns 100% equity interest of the company operating the containership Polar Brasil. Management accounted for
this transaction as an asset acquisition under ASC 805 ‘‘Business Combinations’’ whereas the cost consideration
was proportionally allocated on a relative fair value basis to the assets acquired (Note 12(a)).

During the year ended December 31, 2022, the Company received, in the form of a special dividend,

$1,128 from Steadman Maritime Co.

During the year ended December 31, 2021, Steadman Maritime Co. sold its vessel Ensenada and provided a

special dividend to the Company amounting to $15,190. On March 22, 2021, March 24, 2021 and March 29,
2021, the Company entered into three share purchase agreements to acquire the ownership interest (in the range
of 51% to 75%) held by funds managed and/or advised by York in five jointly-owned companies, namely
Ainsley Maritime Co. and Ambrose Maritime Co., Hyde Maritime Co. and Skerrett Maritime Co. and Kemp
Maritime Co., which had been formed pursuant to the Framework Deed. At the date of the acquisition, the
aggregate net value of assets and liabilities transferred to the Company amounted to $141,040. Management
accounted for this acquisition as an asset acquisition under ASC 805 ‘‘Business Combinations’’ whereas the cost
consideration over proportionate cost of the net asset values acquired was proportionally allocated on a relative
fair value basis to the net identifiable assets acquired (that is to the vessels and related time charters (Note 15)).

For the years ended December 31, 2021, 2022 and 2023, the Company recorded net income of $12,859,
$2,296 and $764, respectively, from equity method investments, which is separately reflected as Income from
equity method investments in the accompanying consolidated statements of operations.

The summarized combined financial information of the companies accounted for as equity method

investment is as follows:

Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31, 2022
$ 11,697
91,471
$103,168

December 31, 2023
$1,386
—
$1,386

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 7,472
52,760
$ 60,232

$ 123
—
$ 123

F-33

Voyage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$43,088

$23,789

$13,832

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$27,617

$ 4,686

$ 1,559

For the years ended December 31,
2023
2022
2021

11. Long-Term Debt:

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

Borrower(s)

Term Loans:

December 31, 2022 December 31, 2023

1 Nerida Shipping Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 Singleton Shipping Co. and Tatum Shipping Co.
. . . . . . . . . . . . . . . . .
3 Costamare. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
4 Bastian Shipping Co. and Cadence Shipping Co.
5 Adele Shipping Co.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7 Quentin Shipping Co. and Sander Shipping Co.
. . . . . . . . . . . . . . . . . .
8 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9 Capetanissa Maritime Corporation et al.
. . . . . . . . . . . . . . . . . . . . . . . .
10 Caravokyra Maritime Corporation et al. . . . . . . . . . . . . . . . . . . . . . . . . .
11 Kelsen Shipping Co.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 Uriza Shipping S.A.
13 Berg Shipping Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 Reddick Shipping Co. and Verandi Shipping Co.
. . . . . . . . . . . . . . . . .
15 Evantone Shipping Co. and Fortrose Shipping Co. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
16 Ainsley Maritime Co. and Ambrose Maritime Co.
17 Hyde Maritime Co. and Skerrett Maritime Co.
. . . . . . . . . . . . . . . . . . .
18 Kemp Maritime Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19 Vernes Shipping Co.
. . . . . . . . . . . . . . . . . . . . . . . . . .
20 Achilleas Maritime Corporation et al.
21 Novara et al.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25 Amoroto et al.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27 Dattier Marine Corp et al. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28 Bernis Marine Corp. et al.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30 Costamare Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31 Adstone Marine Corp. et al.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32 Amoroto et al.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33 Benedict et al.
. . . . . . . . . . . . . . . . .
34 Reddick Shipping Co. and Verandi Shipping Co.
. . . . . . . . . . . . . . . . . .
35 Quentin Shipping Co. and Sander Shipping Co.
36 Greneta Marine Corp. et al.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37 Bastian Shipping Co. et al.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38 Adstone Marine Corp. et al.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39 NML Loan 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40 Kalamata Shipping Corporation et al. . . . . . . . . . . . . . . . . . . . . . . . . . . .
41 Capetanissa Maritime Corporation et al. . . . . . . . . . . . . . . . . . . . . . . . . .

—
34,400
—
82,800
48,500
112,430
—
—
15,671
6,928
—
—
10,540
—
17,750
131,250
127,212
64,300
—
66,974
65,043
49,095
—
24,387
67,882
—
—
47,884
52,361
62,500
—
33,700
458,952
43,500
85,000
30,000
—
82,885
—
—
—

F-34

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
120,536
115,904
58,525
—
48,569
—
29,735
—
—
50,661
—
—
41,695
—
38,500
—
24,240
376,857
33,000
74,625
26,045
260,630
101,065
5,995
64,000
22,417

Borrower(s)

December 31, 2022 December 31, 2023

42 Archet Marine Corp. et al. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43 NML Loan 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44 NML Loan 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45 Barlestone Marine Corp. et al. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
—
—
—

63,312
34,920
18,460
12,000

Total Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,821,944

$1,621,691

Other financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unsecured Bond Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

678,930

106,660

632,892

110,500

Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,607,534

$2,365,083

Less: Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(22,913)

(18,863)

Total long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,584,621

$2,346,220

Less: Long-term debt current portion . . . . . . . . . . . . . . . . . . . . . . . . .

(325,611)

(352,140)

Add: Deferred financing costs, current portion . . . . . . . . . . . . . . . . .

5,497

5,113

Total long-term debt, non-current, net . . . . . . . . . . . . . . . . . . . . . . . .

$2,264,507

$1,999,193

A. Term Loans:

1. On August 1, 2017, Nerida Shipping Co. entered into a loan agreement with a bank for an amount of up

to $17,625 for the purpose of financing general corporate purposes relating to Maersk Kowloon. On August 3,
2017, the Company drew the amount of $17,625. On July 1, 2022, the then outstanding balance of $9,075 was
fully repaid.

2. On July 17, 2018, Tatum Shipping Co. and Singleton Shipping Co. entered into a loan agreement with a

bank for an amount of up to $48,000, for the purpose of financing general corporate purposes relating to the
vessels Megalopolis and Marathopolis. The facility has been drawn down in two tranches on July 20, 2018 and
August 2, 2018. On January 9, 2023, following the execution of the loan agreement discussed in Note 11.A.37,
the then outstanding balance of $34,400 was fully repaid.

3. On November 27, 2018, the Company entered into a loan agreement with a bank for an amount of
$55,000 in order to refinance previously held loans. The facility has been drawn down in two tranches. Tranche
A of $28,000 was drawn down on November 30, 2018 and Tranche B (the revolving part of the loan) of
$27,000 was drawn down on December 11, 2018. During the year ended December 31, 2019 and following the
sale of the vessels MSC Pylos, Sierra II, Reunion and Namibia II, the Company prepaid in aggregate, the amount
of $10,615. On November 11, 2020, the Company drew down the amount of $5,803 under the revolving part of
the loan and provided the vessel Scorpius as additional security. On June 23, 2022, following the agreement of
the loan discussed in Note 11.A.33, the Company prepaid the amount of $21,242. On September 14, 2022, the
then outstanding balance of $5,946 was fully repaid.

4. On June 18, 2019, Bastian Shipping Co. and Cadence Shipping Co., entered into a loan agreement with a

bank for an amount of up to $136,000, for the purpose of financing the acquisition costs of MSC Ajaccio and
MSC Amalfi and general corporate purposes relating to the two vessels. The facility was drawn down in
two tranches on June 24, 2019. On January 4, 2023, following the execution of the loan agreement discussed in
Note 11.A.37, the then outstanding balance of $82,800 was fully repaid.

5. On June 24, 2019, Adele Shipping Co. entered into a loan agreement with a bank for an amount of up to

$68,000, for the purpose of financing the acquisition cost of MSC Azov and general corporate purposes relating
to the vessel. The facility was drawn down on July 12, 2019. On January 9, 2023, following the execution of the
loan agreement discussed in Note 11.A.37, the then outstanding balance of $48,500 was fully repaid.

6. On June 28, 2019, the Company entered into a loan agreement with a bank for an amount of up to
$150,000, in order to partially refinance two term loans. Vessels Value, Valence and Vantage were provided as
security. The facility was drawn down in three tranches on July 15, 2019. On January 11, 2023, following the
execution of the loan agreement discussed in Note 11.A.37, the then outstanding balance of $112,430 was fully
repaid.

F-35

7. On July 18, 2019, the Company entered into a loan agreement with a bank for an amount of up to
$94,000, in order to partially refinance one term loan. Vessels Valor and Valiant were provided as security. The
facility was drawn down in two tranches on July 24, 2019. On November 14, 2022, following the execution of
the loan agreement discussed in Note 11.A.35, the then outstanding balance of $64,852 was fully repaid.

8. On February 13, 2020, the Company entered into a loan agreement with a bank for an amount of up to

$30,000 in order to partly finance the acquisition cost of the vessels Vulpecula, Volans, Virgo and Vela. On
February 18, 2020, the Company drew down the amount of $30,000 in four tranches. On January 31, 2022, following
the execution of the loan agreement discussed in Note 11.A.30, the then outstanding balance of $24,554 of the loan
was fully repaid.

9. On April 24, 2020, Capetanissa Maritime Corporation, Christos Maritime Corporation, Costis Maritime
Corporation, Joyner Carriers S.A. and Rena Maritime Corporation, entered into a loan agreement with a bank for
an amount of up to $70,000, in order to refinance two term loans. The facility was drawn down on May 6, 2020.
On March 8, 2022, the Company prepaid $3,062, due to the sale of vessel Messini (Note 7), on the then
outstanding balance. On June 28, 2022, following the agreement of the loan discussed in Note 11.A.33, the
Company prepaid the amount of $13,964 of the loan. On October 13, 2022, the Company prepaid $8,264, due to
the sale of vessel York. On December 7, 2022, the Company prepaid $8,503, due to the sale of vessel Sealand
Washington (Note 7). On May 30, 2023, following the execution of the loan agreement discussed in
Note 11.A.41, the then outstanding balance of $14,186 was fully repaid.

10. On May 29, 2020, Caravokyra Maritime Corporation, Costachille Maritime Corporation, Kalamata Shipping
Corporation, Marina Maritime Corporation, Navarino Maritime Corporation and Merten Shipping Co., entered into a
loan agreement with a bank for an amount of up to $70,000, in order to partly refinance one term loan. The facility
was drawn down on June 4, 2020. On June 21, 2022, following the execution of the agreement of the loan discussed
in Note 11.A.33, the Company prepaid the amount of $35,885 of the loan. On December 5, 2022, the Company
prepaid $6,927.6, due to the sale of vessel Maersk Kalamata (Note 7). On April 24, 2023, following the execution of
the loan agreement discussed in Note 11.A.40, the then outstanding balance of $6,663 was fully repaid.

11. On December 15, 2020, Kelsen Shipping Co. entered into a loan agreement with a bank for an amount

of $8,100, in order to partially refinance one term loan. The facility was drawn down on December 17, 2020. On
December 19, 2022, the then outstanding balance of $2,025 was fully repaid.

12. On November 10, 2020, Uriza Shipping S.A. entered into a loan agreement with a bank for an amount

of $20,000, in order to refinance one term loan. The facility was drawn down on November 12, 2020. On
June 29, 2022, following the execution of the agreement of the loan discussed in Note 11.A.33, the Company
fully prepaid the then outstanding balance of $16,100 of the loan.

13. On January 27, 2021, Berg Shipping Co. entered into a loan agreement with a bank for an amount of

$12,500, in order to finance the acquisition cost of the vessel Neokastro. The facility was drawn down on
January 29, 2021. On May 30, 2023, following the execution of the loan agreement discussed in Note 11.A.41,
the then outstanding balance of $9,980 was fully repaid.

14. On March 16, 2021, Reddick Shipping Co. and Verandi Shipping Co. entered into a loan agreement with

a bank for an amount of $18,500, in order to refinance one term loan and for general corporate purposes. The
facility was drawn down in two tranches on March 23, 2021. On September 30, 2022, following the execution of
the loan agreement discussed in Note 11.A.34, the then outstanding balance of $11,300 was fully repaid.

15. On March 18, 2021, Evantone Shipping Co. and Fortrose Shipping Co. entered into a loan agreement

with a bank for an amount of $23,000 for the purpose of financing general corporate purposes. The facility was
drawn down on March 23, 2021. On January 4, 2023, following the execution of the loan agreement discussed in
Note 11.A.37, the then outstanding balance of $17,750 was fully repaid.

16. 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, 2023, the outstanding
balance of each tranche of $60,267.9 is repayable in 29 equal quarterly installments of $1,339.3, from
March 2024 to March 2031 and a balloon payment of $21,428.6 each payable together with the last installment.

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17. 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, 2023, the
outstanding balance of Tranche A of $57,951.9 is repayable in 21 equal quarterly installments of $1,413.5, from
March 2024 to March 2029 and a balloon payment of $28,269.2 payable together with the last installment. As of
December 31, 2023, the outstanding balance of Tranche B of $57,951.9 is repayable in 21 equal quarterly
installments of $1,413.5, from March 2024 to March 2029 and a balloon payment of $28,269.2 payable together
with the last installment.

18. 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, 2023, the outstanding balance of the loan of $58,525 is repayable in
21 equal quarterly installments of $1,425, from March 2024 to March 2029 and a balloon payment of
$28,600 payable together with the last installment.

19. On March 29, 2021, Vernes Shipping Co. entered into a loan agreement with a bank for an amount of

$14,000, in order to finance the acquisition cost of the vessel Glen Canyon. The facility was drawn down on
March 31, 2021. On June 21, 2022, following the execution of the agreement of the loan discussed in
Note 11.A.33, the Company fully prepaid the then outstanding balance of $12,200 of the loan.

20. 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 vessel Venetiko (Note 7), 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 (Note 7), on the then outstanding balance. On
October 7, 2022, the Company prepaid $6,492, due to the sale of Sealand Illinois (Note 7), 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 due to the sale of vessel Oakland (Note 7), on the then
outstanding balance. As of December 31, 2023, the outstanding balance of the Refinancing tranche of $8,569 is
repayable in 11 equal quarterly installments of $769.4 payable from March 2024 to September 2026 and a
balloon payment of $106.1, payable together with the last installment. As of December 31, 2023, the outstanding
balance of Tranche A of $20,000 is repayable in 12 equal quarterly installments of $1,500, from March 2024 to
December 2026 and a balloon payment of $2,000 payable together with the last installment. As of December 31,
2023, the outstanding balance of Tranche B of $20,000 is repayable in 12 equal quarterly installments of $1,500,
from March 2024 to December 2026 and a balloon payment of $2,000 payable together with the last installment.
On February 1, 2022, the then outstanding balance of Tranche C of $34,730 was fully repaid (Note 11.A.30).

21. On June 7, 2021, Novara Shipping Co., Finney Shipping Co., Alford Shipping Co. and Nisbet Shipping

Co. entered into a loan agreement with a bank for an amount of up to $79,000, in order to finance the
acquisition cost of the vessels Androusa, Norfolk, Gialova and Dyros (Note 7). The first two tranches of the
facility of $22,500 each, were drawn on June 10, 2021, the third tranche of $22,500 was drawn on August 25,
2021, while the fourth tranche of $11,500 was drawn on January 18, 2022. On April 24, 2023, following the
execution of the loan agreement discussed in Note 11.A.40, the then outstanding balance of $61,895 was fully
repaid.

22. On July 8, 2021, the Company entered into a loan agreement with a bank for an amount of up to
$62,500, in order to finance the acquisition cost of the vessels Pegasus, Eracle, Peace, Sauvan, Pride, Acuity,
Comity and Athena (Note 7). An aggregate amount of $49,236.3, was drawn during July 2021, an amount of
$7,300 was drawn in August 2021 and an amount of $5,963.8 was drawn in October 2021, to finance the
acquisition of the eight vessels. On May 25, 2023, the Company prepaid $5,475, due to the sale of vessel Comity
(Note 7). On November 16, 2023, the Company prepaid $1,775, due to the sale of vessel Peace (Note 7). On

F-37

November 30, 2023, the Company prepaid $1,775, due to the sale of vessel Pride (Note 7). As of December 31,
2023, the aggregate outstanding balance of $29,735 is repayable in variable quarterly installments from
January 2024 to October 2026 with an aggregate balloon payment of $15,598.8 that is payable together with the
respective last installments.

23. On July 9, 2021, the Company entered into a loan agreement with a bank for an amount of up to
$81,500, in order to finance the acquisition cost of the vessels Builder, Adventure, Manzanillo, Alliance, Seabird,
Aeolian, Farmer and Greneta (Note 7). Five tranches of the facility with aggregate amount of $44,620 were
drawn during July 2021 to finance the acquisition of the first five vessels, one tranche amounting to $12,480 was
drawn in August 2021 to finance the acquisition of the vessel Aeolian, one tranche amounting to $13,250 was
drawn in October 2021 to finance the acquisition of the vessel Farmer and one tranche amounting to $11,150
was drawn in December 2021 to finance the acquisition of the vessel Greneta. On November 21, 2022, following
the execution of the agreement of the loan discussed in Note 11.A.36, the Company fully prepaid the then
outstanding balance of $10,220 of the tranche regarding the vessel Greneta. On December 20, 2022, following
the execution of the agreement of the loan discussed in Note 11.A.38, the Company fully prepaid the then
outstanding balance of $62,788 of the loan.

24. On July 16, 2021, the Company entered into a hunting license facility agreement with a bank for an
amount of up to $120,000, in order to finance the acquisition cost of the vessels Bernis, Verity, Dawn, Discovery,
Clara, Serena, Parity, Taibo, Thunder, Curacao, Equity and Rose (Note 7). Three tranches of the facility with an
aggregate amount of $34,200 were drawn during July 2021, to finance the acquisition of the first three vessels,
three tranches of the facility with an aggregate amount of $28,050 were drawn during August 2021, to finance
the acquisition of the subsequent three vessels, three tranches of the facility with an aggregate amount of $27,600
were drawn during September 2021, to finance the acquisition of the subsequent three vessels and three last
tranches of the facility with an aggregate amount of $30,150 were drawn during October and November 2021, to
finance the acquisition of the last three vessels. On December 21, 2021, the Company prepaid the amount of
$38,844 regarding the tranches of vessels Clara, Rose, Thunder and Equity (Note 11.A.27). On January 7, 2022,
the Company prepaid the amount of $51,885 regarding the tranches of vessels Bernis, Verity, Dawn, Discovery
and Parity (Note 11.A.28). On March 16, 2023, the Company prepaid the amount of $6,985 due to the sale of
vessel Taibo (Note 7). On June 20, 2023, following the execution of the loan agreement discussed in
Note 11.A.42, the then outstanding balance of $16,310 was fully repaid.

25. On July 27, 2021, Amoroto Marine Corp., Bermeo Marine Corp., Bermondi Marine Corp., Briande
Marine Corp., Camarat Marine Corp., Camino Marine Corp., Canadel Marine Corp., Cogolin Marine Corp., Fruiz
Marine Corp., Gajano Marine Corp., Gatika Marine Corp., Guernica Marine Corp., Laredo Marine Corp., Onton
Marine Corp. and Solidate Marine Corp. amongst others, entered into a hunting license facility agreement with a
bank for an amount of up to $125,000, in order to finance the acquisition cost of the vessels Progress, Merida,
Miner, Uruguay, Resource, Konstantinos, Cetus, Titan I, Bermondi, Orion, Merchia and Damon (Note 7), as well
as the acquisition of further vessels. Two tranches of the facility with an aggregate amount of $18,000 were
drawn during August 2021 to finance the acquisition of the first two vessels, four tranches of the facility with an
aggregate amount of $32,430 were drawn during September 2021 to finance the acquisition of the subsequent
four vessels, one tranche of the facility with an aggregate amount of $7,347 was drawn during October 2021 to
finance the acquisition of the vessel Cetus (Note 7), three tranches of the facility with an aggregate amount of
$33,645 were drawn during November 2021 to finance the acquisition of the subsequent three vessels, one
tranche of the facility with an amount of $14,100 was drawn in December 2021 to finance the acquisition of the
subsequent vessel and one tranche of the facility with an amount of $13,374 was drawn in January 2022 to the
finance the acquisition of the last vessel. On April 29, 2022, Amoroto Marine Corp., Bermondi Marine Corp.,
Camarat Marine Corp. and Cogolin Marine Corp. prepaid the aggregate amount $38,020 (Note 11.A.32). On
March 23, 2023, the Company prepaid the amount of $5,226 due to the sale of vessel Miner (Note 7). On
March 31, 2023, the loan agreement was amended, resulting in the extension of the repayment period until
July 2027. On December 5, 2023, the Company prepaid $5,510, due to the sale of vessel Cetus (Note 7). As of
December 31, 2023, the aggregate outstanding balance of $50,661 is repayable in variable quarterly installments
from January 2024 to July 2027 with an aggregate balloon payment of $33,209.9 that is payable together with
the respective last installments. As of December 31, 2023, the vessels Konstantinos and Progress were classified
as ‘‘Vessels held for sale’’ (Note 7) and the aggregate outstanding amount of $11,501 is included in the Current
portion of long-term debt, net of deferred financing costs in the accompanying balance sheet (Note 25(c)).

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26. On September 10, 2021, the Company entered into a hunting license facility agreement with a bank for

an amount of up to $150,000 in order to finance part of the acquisition cost of dry bulk vessels. On April 19,
2022, the Company terminated the hunting license facility agreement.

27. On December 10, 2021, Dattier Marine Corp., Dramont Marine Corp., Gassin Marine Corp. and Merle
Marine Corp. entered into a loan agreement with a bank for an amount of up to $43,500, in order to refinance
the term loan of the vessels Equity, Thunder, Rose and Clara discussed in Note 11.A.24. The facility was drawn
down on December 20, 2021. On May 11, 2022, the Dattier Marine Corp. prepaid the amount of $10,645, due to
the sale of vessel Thunder (Note 7), on the then outstanding balance. On November 21, 2022, following the
execution of the agreement of the loan discussed in Note 11.A.36, the Company prepaid the then outstanding
balance of $19,562.5 of the tranches regarding the vessels Clara and Rose. On December 20, 2022, following the
execution of the agreement of the loan discussed in Note 11.A.38, the Company fully prepaid the then
outstanding balance of $9,390 of the loan.

28. On December 24, 2021, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire

Marine Corp. and Astier Marine Corp. entered into a loan agreement with a bank for an amount of up to
$55,000, in order to refinance the term loan of the vessels Bernis, Verity, Dawn, Discovery and Parity discussed
in Note 11.A.24. On January 5, 2022, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire
Marine Corp. and Astier Marine Corp. drew down the aggregate amount of $52,525, in order to refinance in part
the term loan discussed in Note 11.A.24. As of December 31, 2023, the aggregate outstanding balance of
$41,695 is repayable in 13 equal quarterly installments of $1,547.1, from January 2024 to January 2027 and a
balloon payment of $21,583 payable together with the last installment.

29. On December 28, 2021, the Company entered into a hunting license facility agreement with a bank for
an amount of up to $100,000 in order to finance the acquisition cost of the secondhand dry bulk vessels Pythias,
Hydrus, Phoenix, Oracle and Libra (Note 7). During January 2022, the Company drew down the aggregate
amount of $56,700. On June 20, 2023, following the execution of the loan agreement discussed in Note 11.A.42,
the then outstanding balance of $49,469 was fully repaid.

30. 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 the term loan discussed in Note 11.A.8, Tranche C of the term loan discussed in
Note 11.A.20 and for general corporate purposes. On January 31, 2022, the Company drew down the amount of
$85,000. As of December 31, 2023, the outstanding balance of $38,500 is repayable in nine variable quarterly
installments, from January 2024 to January 2026 and a balloon payment of $19,000 payable together with the
last installment.

31. On April 5, 2022, Adstone Marine Corp., Barlestone Marine Corp., Bilstone Marine Corp., Cromford

Marine Corp., Featherstone Marine Corp., Hanslope Marine Corp., Kinsley Marine Corp., Nailstone Marine
Corp., Oldstone Marine Corp., Ravenstone Marine Corp., Rocester Marine Corp., Shaekerstone Marine Corp.,
Silkstone Marine Corp., Snarestone Marine Corp. and Sweptstone Marine Corp. signed a hunting license loan
agreement with a bank for an amount of up to $120,000, in order to partly finance the acquisition of the
secondhand dry bulk vessel Norma (Note 7). On April 11, 2022, Adstone Marine Corp. drew down the amount
of $10,800. On December 20, 2022, following the execution of the agreement of the loan discussed in
Note 11.A.38, the Company fully prepaid the then outstanding balance of $10,125 of the loan.

32. On April 21, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin
Marine Corp. entered into a loan agreement with a bank for an amount of up to $40,500 in order to refinance the
term loan of the vessels Merida, Bermondi, Titan I and Uruguay discussed in Note 11.A.25 and for general
corporate purposes. On April 28, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp.
and Cogolin Marine Corp. drew down the amount of $40,500. As of December 31, 2023, the aggregate
outstanding balance of $24,240 is repayable in 10 variable quarterly installments, from January 2024 to
April 2026 with an aggregate balloon payment of $10,940 that is payable together with the respective last
installments.

33. 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

F-39

the term loans discussed in Notes 11.A.3, 11.A.9, 11.A.10, to refinance the term loans discussed in Notes
11.A.12 and 11.A.19, to finance the acquisition cost of one vessel under a financing agreement discussed in
Note 11.B.2, to finance the acquisition cost of the four vessels under the finance leases discussed in Note 12 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, 2023,
the aggregate outstanding balance of $376,857 is repayable in 14 variable quarterly installments, from
March 2024 to June 2027 with an aggregate balloon payment of $89,523.8 that is payable together with the
respective last installments.

34. 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 the term loan discussed in Note 11.A.14. On
September 30, 2022, Reddick Shipping Co. and Verandi Shipping Co. drew down the amount of $46,000. As of
December 31, 2023, the outstanding balance of $33,000 is repayable in 11 equal quarterly installments of $3,000,
from March 2024 to September 2026.

35. 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 the term loan discussed in Note 11.A.7. 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, 2023, the outstanding balance of each tranche of $37,312.5 is repayable in 28
equal quarterly installments of $1,296.9, from February 2024 to November 2030 and a balloon payment of
$1,000 payable together with the last installment.

36. On November 17, 2022, Greneta Marine Corp., Merle Marine Corp. and Gassin Marine Corp. amongst

others, signed a loan agreement with a bank for an amount of $30,000 in order to partly refinance the term loans
discussed in Notes 11.A.23 and 11.A.27. On November 22, 2022, Greneta Marine Corp., Merle Marine Corp. and
Gassin Marine Corp. drew down the amount of $30,000. As of December 31, 2023, the aggregate outstanding
balance of $26,045 is repayable in 20 variable quarterly installments, from February 2024 to November 2028
with an aggregate balloon payment of $6,273.8 that is payable together with the respective last installment.

37. 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 the term loans discussed in Notes 11.A.2, 11.A.4, 11.A.5, 11.A.6 and 11.A.15 and
for general corporate purposes. During January 2023, the aggregate amount of 322,830 was drawn. As of
December 31, 2023, the aggregate outstanding balance of $260,630 is repayable in variable quarterly
installments, from March 2024 to December 2029 with an aggregate balloon payment of $16,800 that is payable
together with the respective last installment.

38. On December 15, 2022, Adstone Marine Corp., Auber Marine Corp., Barlestone Marine Corp., Bilstone

Marine Corp., Blondel Marine Corp., Cromford Marine Corp., Dramont Marine Corp., Featherstone Marine
Corp., Lenval Marine Corp., Maraldi Marine Corp., Rivoli Marine Corp., Terron Marine Corp. and Valrose
Marine Corp. signed a secured floating interest rate loan agreement with a bank for an amount of $120,000 in
order to partly refinance the term loans discussed in Notes 11.A.23 11.A.27 and 11.A.31. On December 20, 2022,
the amount of $82,885 was drawn down. On September 7, 2023, pursuant to a supplemental agreement signed
during the third quarter of 2023, Oldstone Marine Corp. and Kinsley Marine Corp. drew down in two tranches
the aggregate amount of $27,450. As of December 31, 2023, the aggregate outstanding balance of $101,065 is
repayable in variable quarterly installments, from January 2024 to September 2029 with an aggregate balloon
payment of $39,948.2 that is payable together with the respective last installments. As of December 31, 2023, the
vessels Adventure and Manzanillo were classified as ‘‘Vessels held for sale’’ (Note 7) and the aggregate
outstanding amount of $9,856.4 is included in the Current portion of long-term debt, net of deferred financing
costs in the accompanying balance sheet (Note 25(c)).

F-40

39. At the time that the Company obtained control in NML (Note 1) that took place during the year ended

December 31, 2023, an NML subsidiary had entered into a loan agreement to finance one sale and leaseback
arrangement. As of December 31, 2023, the outstanding balance of $5,995 is repayable in nine variable quarterly
installments, from February 2024 to February 2026 with an aggregate balloon payment of $900 that is payable
together with the respective last installment.

40. 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 the term loans discussed in Notes 11.A.10 and 11.A.21. 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, 2023, the outstanding balance of $64,000 is repayable in 22 equal
quarterly installments of $2,500, from January 2024 to April 2029 and a balloon payment of $9,000 payable
together with the last installment.

41. 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 the term loans discussed in Notes 11.A.9 and
11.A.13. 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, 2023, the outstanding balance of Tranche A of $13,160.6 is
repayable in 18 equal quarterly installments of $513.2, from February 2024 to May 2028 and a balloon payment
of $3,923 payable together with the last installment. As of December 31, 2023, the outstanding balance of
Tranche B of $9,256.4 is repayable in 18 equal quarterly installments of $361.8, from February 2024 to
May 2028 and a balloon payment of $2,744 payable together with the last installment.

42. On June 19, 2023, Archet Marine Corp., Bagary Marine Corp., Bellet Marine Corp., Courtin Marine

Corp., Cron Marine Corp., Kinsley Marine Corp., Laudio Marine Corp., Nailstone Marine Corp., Oldstone
Marine Corp., Pomar Marine Corp., Ravenstone Marine Corp., Rocester Marine Corp., Silkstone Marine Corp.,
Snarestone Marine Corp. and Sweptstone Marine Corp. signed a loan agreement with a bank for an amount of up
to $150,000 in order to refinance the term loans discussed in Notes 11.A.24 and 11.A.29, as well as the
acquisition of further vessels. On June 20, 2023, the amount of $65,779 was drawn down. As of December 31,
2023, the aggregate outstanding balance of $63,312 is repayable in 22 variable quarterly installments, from
March 2024 to June 2029 with an aggregate balloon payment of $36,172 that is payable together with the
respective last installments. The undrawn balance of the loan as of December 31, 2023 is $84,221, available for
drawdown until December 31, 2025.

43. 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. As of December 31, 2023, the
outstanding balance of $34,920 is repayable in 19 variable quarterly installments, from January 2024 to
July 2028 with an aggregate balloon payment of $14,400 that is payable together with the respective last
installment.

44. 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. As of December 31, 2023, the
aggregate outstanding balance of $18,460 is repayable in 18 equal quarterly installments of $520, from
January 2024 to April 2028 with an aggregate balloon payment of $9,100 that is payable together with the
respective last installment.

45. On December 1, 2023, Barlestone Marine Corp., Bilstone Marine Corp., Cromford Marine Corp.,

Featherstone Marine Corp., Hanslope Marine Corp. and Shaekerstone Marine Corp. entered into a loan
agreement with a bank for an amount of up to $60,000 in order to finance the acquisition cost of the vessel
Arya (Note 7) as well as the acquisition of further vessels. On December 7, 2023, the amount of $12,000 was
drawn. As of December 31, 2023, the outstanding balance of $12,000 is repayable in 24 equal quarterly
installments of $272.7, from March 2024 to December 2029 with a balloon payment of $5,454.5 that is payable
together with the respective last installment. The undrawn balance of the loan as of December 31, 2023 is
$48,000, available for drawdown until June 1, 2025.

The term loans discussed above bear interest at Term Secured Overnight Financing Rate (‘‘SOFR’’)

(applicable to all loans discussed above except the loans discussed in Notes 11.A.28, 11.A.33, 11.A.37 and
11.A.41 and the loan discussed in Note 11.A.17 which bears a fixed rate) or Daily Non-Cumulative Compounded
SOFR (applicable to the loans discussed in Notes 11.A.28, 11.A.33, 11.A.37 and 11.A.41), plus a spread and are

F-41

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 100% to
125% in all loans excluding one for which it is 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 financing arrangements bear fixed interest and the
interest expense incurred for the year ended December 31, 2021 amounted to $465, in the aggregate, and is
capitalized in ‘‘Vessels and advances, net’’ in the accompanying 2021 consolidated balance sheet. The total
financial liability under these financing agreements is repayable in 121 monthly installments beginning upon
vessel delivery date including the amount of purchase obligation at the end of the agreements. As of
December 31, 2023 and following the delivery of the five newbuilds (Note 7), the aggregate outstanding amount
of their financing arrangements is repayable in various installments from January 2024 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 year ended December 31, 2023, the interest expense incurred amounted to $16,957, in
aggregate, ($17,821 for the year ended December 31, 2022 and $16,715 for the year ended December 31, 2021)
and is included in Interest and finance costs in the accompanying 2023 consolidated statement of operations.

2. On November 12, 2018, the Company entered into a Share Purchase Agreement with York (the ‘‘York
SPA’’). After that date, the financing arrangements that the five ship-owning companies had previously entered
into for their vessels, are included in the consolidation. On November 12, 2018, the Company also undertook the
obligation to pay the remaining part of the consideration under the provisions of the Share Purchase Agreement
within the next 18 months from the date of the transaction. According to the financing arrangements, 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 and ASC 840 the assumed financial liability is accounted for as a financing arrangement. The
amount payable to York has been accounted for under ASC 480-Distinguishing liabilities from equity and has
been measured under ASC 835-30- Imputation of interest in accordance with the interest method. On May 12,
2020, the outstanding amount of the Company’s obligation to York was fully repaid. On June 17, 2022, following
the agreement of the loan discussed in Note 11.A.33, the Company prepaid the then outstanding amount of
$77,435 under the York SPA in order to acquire the vessel Triton (Note 7). As at December 31, 2023, the
aggregate outstanding amount of the four financing arrangements is repayable in various installments from
February 2024 to October 2028 and a balloon payment for each of the four financing arrangements of $32,022,
payable together with the last installment. The financing arrangements bear fixed interest and for the year ended
December 31, 2023, the interest expense incurred amounted to $12,511 ($15,329 for the year ended
December 31, 2022 and $18,807 for the year ended December 31, 2021), in aggregate, and is included in Interest
and finance costs in the accompanying consolidated statements of operations.

As of December 31, 2023, the aggregate outstanding balance of the financing arrangements under (1) and

(2) above was $632,892.

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 will mature in May 2026 and carries 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.

F-42

The Bond Loan can be called in part (pro-rata) or in full by the Issuer on any coupon payment date, after

the second anniversary and until 6 months prior to maturity. If the Bond Loan is redeemed (in part or in full) on
i) the 5th and/or 6th coupon payment date, bondholders will receive a premium of 1.5% on the nominal amount
of the bond redeemed, ii) the 7th and/or 8th coupon payment date, bondholders will receive a premium of
0.5% on the nominal amount of the bond redeemed; no premium shall be paid for a redemption occurring on the
9th coupon payment date. In case there is a material change in the tax treatment of the Bond Loan for the Issuer,
then the Issuer has the right, at any time, to fully prepay the Bond Loan without paying any premium. The Issuer
can exercise the early redemption right in part, one or more times, by pre-paying each time a nominal amount of
bonds equal to at least €10 million, provided that the remaining nominal amount of the bonds after the early
redemption is not lower than €50 million.

As of December 31, 2023, the outstanding balance of the bond amounted to $110,500. For the year ended
December 31, 2023, the interest expense incurred amounted to $2,962 ($2,866 for the year ended December 31,
2022 and $1,896 for the year ended December 31, 2021) and is included in Interest and finance costs in the
accompanying consolidated statements of operations.

The annual repayments under the Term Loans, Other Financing Arrangements and Bond loan after

December 31, 2023, giving effect to the prepayment of the term loans discussed in Notes 11.A.25 and 11.A.38,
are in the aggregate as follows:

Year ending December 31,

2024. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2028. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2029 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ 352,140
320,084
448,505
348,046
350,563
545,745
$2,365,083

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 at December 31, 2021, 2022 and 2023, was in the range
1.82% - 4.80%, 2.99% - 7.47% and 2.64% - 9.00%, 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 at December 31, 2021, 2022 and 2023, was 3.3%, 4.9% and 5.1%, respectively.

Total interest expense incurred on long-term debt including the effect of the hedging interest rate swaps
(discussed in Notes 20 and 22) and capitalized interest for the years ended December 31, 2021, 2022 and 2023,
amounted to $74,017, $104,613 and $129,247, respectively. Of the above amounts, $73,552, $104,613 and $129,247,
are included in Interest and finance costs in the accompanying consolidated statements of operations for the years
ended December 31, 2021, 2022 and 2023, respectively, whereas in 2021, an amount of $465 was capitalized.

D. Financing Costs

The amounts of financing costs included in the loan balances and finance lease liabilities (Note 12) are as

follows:

Balance, January 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization and write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transfers and other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization and write-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Current portion of financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing costs, non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 25,716
7,347
(10,255)
105
$ 22,913
4,075
(8,125)
$ 18,863
(5,113)
$ 13,750

F-43

Financing costs represent legal fees and fees paid to the lenders for the conclusion 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 operations (Note 20).

12. 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 July 6, 2016 and July 15, 2016, the Company

agreed with a financial institution to refinance the then outstanding balance of the loans relating to the container
vessels MSC Athos and the MSC Athens, by entering into a seven-year sale and leaseback transaction for each
vessel. In May 2019, a supplemental agreement was signed to the existing sale and leaseback facility with the
financial institution for an additional amount of up to $12,000 in order to finance the installation of scrubbers on
the containerships MSC Athens and MSC Athos. In September 2020, after the completion of the scrubber
installation on the two vessels, the Company drew down the amount of $12,000 and the repayment of the
outstanding liability was extended up to 2026. On May 12, 2022, Jodie Shipping Co. and Kayley Shipping
Co. signed a syndicated loan agreement for the purpose of financing the acquisition costs of the MSC Athens and
the MSC Athos (Note 11.A.33). On June 8, 2022, the Company exercised the options to re-purchase the two
above-mentioned container vessels (Note 7) and the two above-mentioned subsidiaries prepaid the corresponding
portion of the then outstanding lease liability. At the same date, the Company derecognized the right-of-use
assets regarding those vessels amounting to $152,982 and recognized vessels owned with the same amount
within Vessels and advances, net.

On June 19, 2017, the Company entered into two seven-year sale and leaseback transactions with a financial
institution for the container vessels Leonidio and Kyparissia. On May 12, 2022, Simone Shipping Co. and Plange
Shipping Co. signed a syndicated loan agreement for the purpose of financing the acquisition costs of the
Leonidio and the Kyparissia (Note 11.A.33). On June 15, 2022, the Company exercised the options to
re-purchase the two above-mentioned container vessels (Note 7) and the two above-mentioned subsidiaries
prepaid the corresponding portion of the then outstanding lease liability. At the same date, the Company
derecognized the right-of-use assets regarding those vessels amounting to $34,924 and recognized vessels owned
with the same amount within Vessels and advances, net.

On May 12, 2023, the Company (Note 10) 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 finance lease and recognized the finance
lease liability amounting to $28,064, making use of an incremental borrowing rate of 6.04%. As of December 31,
2023, the outstanding amount of the finance lease liability bears fixed interest and is repayable in various
installments from January 2024 to April 2025 and a balloon payment of $23,113, payable together with the last
installment.

The depreciation with respect to the right-of-use assets under finance lease, charged during the years ended

December 31, 2021, 2022 and 2023, amounted to $7,489, $3,284 and $817, respectively, and is included in
Depreciation in the accompanying consolidated statements of operations. As of December 31, 2023 and 2022, the
carrying value of the right-of-use assets under finance lease amounted to $39,211 and nil, respectively, and is
separately reflected as Finance leases, right-of-use assets, in the accompanying consolidated balance sheet.

Total interest expenses incurred on finance leases, for the years ended December 31, 2021, 2022 and 2023,

amounted to $4,661, $2,109 and $950, respectively, and are included in Interest and finance costs in the
accompanying consolidated statements of operations.

The annual lease payments under the finance lease after December 31, 2023 are in the aggregate as follows:

12-month period ending December 31,

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ 4,189
24,280

$28,469

Less: Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,908)

Total finance lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$26,561

F-44

The total finance lease liabilities, are presented in the accompanying December 31, 2022 and 2023

consolidated balance sheet as follows:

Finance lease liabilities – current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance lease liabilities – non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Investments in leaseback vessels:

December 31,
2022

December 31,
2023

$—
—

$—

$ 2,684
23,877

$26,561

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 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. As of December 31, 2023, the
outstanding loan receivable balance under the bareboat agreement was $6,916 and is included in Investments in
leaseback vessels in the accompanying consolidated balance sheets.

2. One dry bulk vessel that was originally acquired in May 2022 by a wholly owned subsidiary of NML and

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. As of December 31, 2023, the outstanding loan receivable balance under the bareboat agreement has
been 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 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 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. As of December 31, 2023, the
outstanding loan receivable balance under the bareboat agreement was $13,479 and is included in Investments in
leaseback vessels in the accompanying consolidated balance sheets.

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, 2023, the outstanding loan receivable balance under the bareboat agreement was
$5,940 and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

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

F-45

assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as loan
receivable. As of December 31, 2023, the outstanding loan receivable balance under the bareboat agreement was
$11,219 and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

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, 2023, the outstanding loan receivable balance under the bareboat agreement was
$11,314 and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

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, 2023, the outstanding loan receivable balance under
the bareboat agreement was $9,290 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, 2023, the outstanding loan receivable balance under
the bareboat agreement was $8,442 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. As of
December 31, 2023, the outstanding loan receivable balance under the bareboat agreement was $9,547 and is
included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

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, 2023, the outstanding loan receivable balance under the bareboat agreement was $9,645 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, 2023, the outstanding loan receivable balance under the bareboat agreement was $9,645 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

F-46

the arrangement constituted a failed sale and accounted for the purchase price paid as loan receivable. As of
December 31, 2023, the outstanding loan receivable balance under the bareboat agreement was $9,645 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. As of
December 31, 2023, the outstanding loan receivable balance under the bareboat agreement was $12,489 and is
included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

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. As of
December 31, 2023, the outstanding loan receivable balance under the bareboat agreement was $12,489 and is
included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

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, 2023, the outstanding loan receivable balance under
the bareboat agreement was $8,218 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, 2023, the outstanding loan receivable balance under the bareboat agreement was
$13,705 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 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, 2023, the outstanding loan receivable balance under the bareboat agreement
was $8,276 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 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, 2023, the outstanding loan receivable balance under the bareboat agreement
was $7,822 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 Compounded SOFR plus a margin. The

F-47

Company assessed that the arrangement constituted a failed sale and accounted for the purchase price paid as
loan receivable. As of December 31, 2023, the outstanding loan receivable balance under the bareboat agreement
was $11,853 and is included in Investments in leaseback vessels in the accompanying consolidated balance
sheets.

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 bearinterest at 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, 2023, the outstanding loan receivable balance under the bareboat agreement
was $11,557 and is included in Investments in leaseback vessels in the accompanying consolidated balance
sheets.

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 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, 2023, the outstanding loan receivable balance under the bareboat agreement
was $7,260 and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

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 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, 2023, the outstanding loan receivable balance under the bareboat agreement
was $6,389 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, 2023, the outstanding loan receivable balance under the bareboat agreement was
$13,896 and is included in Investments in leaseback vessels in the accompanying consolidated balance sheets.

(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 and on
their commencement dates an aggregate gain of $29,579 was recognized and is included in Gain on sale of
vessels, net in the accompanying consolidated statements of operations.

The balance of the Net investment in sales-type lease reflected in the accompanying balance sheet is

analyzed as follows:

Lease receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unguaranteed residual value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net investment in sales-type lease vessels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net investment in sales-type lease vessels, current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net investment in sales-type lease vessels, non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31, 2023

$ 41,901
201

$ 42,102

(22,620)

$ 19,482

F-48

During the year ended December 31, 2023, the interest income relating to the net investment in sale-type
leases amounted to $41,299 and is included in Voyage revenue in the accompanying consolidated statements of
operations. The following table presents a maturity analysis of the lease payments on sales-type leases over the
next five 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, 2023.

12-month period ending December 31,

Total undiscounted cash flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of lease payments* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ 65,811
24,541
6,038
4,193
3,154

$103,737

$ 41,901

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.

13. Operating lease Right-of-Use Assets and Liabilities:

During the year ended December 31, 2023, CBI chartered-in 72 third-party vessels on short/medium/long
term period charters. The carrying value of the operating lease liabilities and corresponding right-of-use assets
recognized in connection with the time charter-in vessel arrangements as of December 31, 2023 amounted to
$275,056. To determine the operating lease liability at each lease commencement, the Company used incremental
borrowing rates since the rates implicit in each lease were not readily determinable. For the operating charter-in
arrangements that have commenced during the year ended December 31, 2023, the Company used incremental
borrowing rates ranging between 5.20% and 7.07% and the respective weighted average remaining lease term as
of December 31, 2023 was 2.06 years. The payments required to be made after December 31, 2023, for the
outstanding operating lease liabilities of the time charter-in vessel agreements with an initial term exceeding
12 months, recognized on the balance sheet, are as follows:

12-month period ending December 31,

Amount

$170,079
79,530
50,608
$300,217

Discount based on incremental borrowing rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(25,161)

Operating lease liabilities, including current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$275,056

14. 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, 2022
and 2023, 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.

F-49

As at December 31, 2022, the net accrued charter revenue, totaling ($20,349), comprises of $10,885

separately reflected in Current assets, $11,627 separately reflected in Non-current assets, and ($42,861)
(discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying
consolidated 2022 balance sheet. As at December 31, 2023, the net accrued charter revenue, totaling ($23,642),
comprises of $9,752 separately reflected in Current assets, $10,937 separately reflected in Non-current assets, and
($44,331) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the
accompanying consolidated 2023 balance sheet. The maturities of the net accrued charter revenue as of
December 31 of each year presented below are as follows:

Year ending December 31,

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ (7,292)
(8,081)
(8,082)
(187)

$(23,642)

(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, 2022 and 2023, 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 and (c) the unamortized balance of
the Time charter assumed liability associated with the acquisition of Polar Brasil discussed in Note 10, with
charter party assumed at value below its fair market value at the date of delivery of the vessel. During the year
ended December 31, 2023, the amortization of the liability amounted to $510, (nil and $621 for the years ended
December 31, 2022 and 2021, respectively) and is included in Voyage revenue in the accompanying consolidated
statement of operations.

December 31,
2022

December 31,
2023

Hires collected in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Charter revenue resulting from varying charter rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unamortized balance of charters assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 16,906
42,861
—

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 59,767
(25,227)

$ 34,258
44,331
940

$ 79,529
(52,177)

Non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 34,540

$ 27,352

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 (Note 10). 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 51% equity interest it
did not previously own in the company owning the containership Arkadia (Notes 7 and 10). 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, 2022 and 2023, the aggregate
balance of time charter assumed (current and non-current) was $667 and $674, respectively, and is separately
reflected in the accompanying consolidated balance sheets. During the years ended December 31, 2021, 2022 and
2023, the amortization expense of Time-charter assumed amounted to $197, $198 and $313, respectively, and is
included in Voyage revenue in the accompanying consolidated statements of operations.

F-50

15. Commitments and Contingencies

a) Time charters: As of December 31, 2023, 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

$1,037,731
671,396
388,273
214,211
198,783
315,556

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,825,950

The above calculation includes the time charter arrangements of the Company’s vessels in operation as at
December 31, 2023, but excludes the time charter arrangements of: 12 dry bulk vessels in operation for which
their time charter rate is index-linked, three vessels in pool agreements, one dry bulk vessel for which the
Company had not secured employment as of December 31, 2023 and 43 voyages for which their rate is
index-linked. These arrangements as at December 31, 2023, have remaining terms of up to 92 months.

(b) Charter-in commitments: The Company had no charter-in commitments as of December 31, 2023.

(i) of $21.8 million in relation to the acquisition cost of one secondhand dry bulk vessel (Note 7), of which
approximately $16.4 million will be financed through an existing hunting license facility and (ii) of up to
$103.1 million, in relation to the acquisition of five vessels through NML from third party shipowners (sellers)
under sale and bareboat agreements, subject to final documentation, under which the vessels will be chartered
back to the sellers under bareboat charter agreements.

(d) Debt guarantees with respect to entities formed under the Framework Deed: As of December 31, 2023

and following the transaction with York discussed in Notes 7 and 12, Costamare does not guarantee any loan
with respect to entities formed under the Framework Deed.

(e) 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. Currently, management is not
aware of any such claims or contingent liabilities not covered by insurance which should be disclosed, or for
which a provision has not been established in the accompanying consolidated financial statements.

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.

A subsidiary of the Company and Costamare Shipping are defendants and third-party defendants to lawsuits

pending in the United States Court for the Central District of California relating to liabilities associated with
damage to a pipeline and an oil spill that occurred in October 2021 off the coast of Long Beach, California. The
oil spill was caused by the rupture of a pipeline owned by Amplify Energy Corp. and certain affiliates
(‘‘Amplify’’). The claimants in the lawsuit allege that a vessel owned by one of the Company’s subsidiaries, the
containership Beijing, dragged its anchor across the pipeline many months prior to the rupture, during a severe
heavy wind event when numerous other vessels were unable to hold their ground and dragged their anchors, and
contributed to the spill. The complaint alleges that a vessel owned by another containership company also
dragged its anchor across the pipeline on the same day.

In February 2023, the Company’s subsidiary, together with the other containership company, reached an

agreement to resolve a putative class action claim for economic losses and property damage allegedly incurred

F-51

by individuals and businesses affected by the oil spill. Further, the Company’s subsidiary, together with the other
containership company, reached agreements in February and April 2023 with various other parties that were
actively asserting claims related to the oil spill, including having reached agreements to resolve claims asserted
by Amplify and subrogation claims that were asserted by or could be asserted by a number of Amplify’s insurers
relating to property damage, loss of production, and liabilities triggered by the discharge of oil from Amplify’s
pipeline. In connection with these settlements, neither the Company’s subsidiary nor Costamare Shipping have
admitted liability. The payments that were required under these settlement agreements will be fully covered by
insurance.

One claimant—the Pacific Airshow LLC—is continuing to pursue claims against the Company’s subsidiary,
as well as the other containership company, for alleged losses relating to the cancellation of one day of the 2021
Pacific Airshow. The United States Court for the Central District of California ruled that the Pacific
Airshow LLC’s claim against the Company’s subsidiary was barred by the terms of the settlement the Company’s
subsidiary reached in connection with the putative class action claim. The Pacific Airshow LLC has appealed that
ruling to the Ninth Circuit, and that appeal is pending. The Company believes that adequate insurance is in place
to cover any liability from this claim and from any other claim, if any should arise, relating to the oil spill that
are pursued against the Company’s subsidiary.

On December 22, 2023, the California Department of Fish and Wildlife’s Office of Spill Prevention and
Response issued a notice of violation to the Company’s subsidiary and Costamare Shipping alleging that they
violated California Government Code sections 8670.20 and 8670.25.5(a)(1), which relate to notification of vessel
disability or reporting of discharge or threatened discharge of oil and seeking civil administrative penalties. The
Company is disputing the alleged violations.

16. 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.

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 (Note 3(f)) (the ‘‘Service Contract’’) of
the beneficial owner of that Other Investor is terminated without cause by the relevant employer 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. Based upon the Company’s evaluation of the redemption provisions
concerning redeemable noncontrolling interests as of December 31, 2023, the Company determined in accordance
with authoritative accounting guidance that it was not probable that an event otherwise requiring redemption of
any redeemable noncontrolling interest would occur (i.e., the date for such event was not set or such event is not
certain to occur). Therefore, none of the redeemable noncontrolling interests were identified as mandatorily
redeemable interests at such times, and the Company did not record any values in respect of any mandatorily

F-52

redeemable interests. Therefore, the redeemable non-controlling interest was adjusted for the portion of
comprehensive income / (loss) of the period and the effect of the capital increases performed by the holders of
non-controlling interest into the period. The changes to redeemable non-controlling interest in subsidiary during
the years ended December 31, 2022 and 2023, were as follows:

Temporary equity – Redeemable non-controlling interest in subsidiary

Balance, January 1, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Initial redeemable non-controlling interest in subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss attributable to redeemable non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance, December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital increase in non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net loss attributable to redeemable non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount

$ —
3,750
(263)

$ 3,487

3,750

(6,608)

Balance, December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

629

17. Common Stock and Additional Paid-In Capital:

(a) Common Stock: During each of the years ended December 31, 2022 and 2023, the Company issued
598,400 shares at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). 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, 2023.

On July 6, 2016, the Company implemented the Plan. The Plan 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, 2022, the Company issued 2,454,909 shares, at par value of $0.0001 to its common stockholders,
at an average price of $12.3142 per share. During the year ended December 31, 2023, the Company issued
1,742,320 shares at par value of $0.0001 to its common stockholders, at an average price of $9.3669 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. As of
December 31, 2021, no common shares had been repurchased under the share repurchase program. During the
year ended December 31, 2022, the Company repurchased, under the share repurchase program,
4,736,702 common shares at an aggregate cost of $60,095. During the year ended December 31, 2023, the
Company repurchased, under the share repurchase program, 6,267,808 common shares at an aggregate cost of
$60,000.

As of December 31, 2023, the aggregate issued share capital was 129,379,133 common shares at par value

of $0.0001. As of December 31, 2023 the issued share capital outstanding after deducting the treasury stock
repurchased was 118,374,623 common shares.

(b) Additional Paid-in Capital: The amounts shown in the accompanying consolidated balance sheets, as

additional paid-in capital include: (i) payments made by the stockholders at various dates to finance vessel
acquisitions in excess of the amounts of bank loans obtained, (ii) the difference between the par value of the
shares issued in the Initial Public Offering in November 2010 and the offerings in March 2012, October 2012,
August 2013, January 2014, May 2015, December 2016, May 2017 and January 2018 and the net proceeds
received from the issuance of such shares, (iii) the difference between the par value and the fair value of the
shares issued to Costamare Shipping and Costamare Services (Note 3), (iv) the difference between the par value
of the shares issued under the Plan and (v) in cases where capital increase take place in a subsidiary through
shares issuance, the difference between the cash contributed from the non-controlling interests and the share of
subsidiary’s equity acquired from the non-controlling interests.

(c) Dividends declared and / or paid: During the year ended December 31, 2021, the Company declared
and paid to its common stockholders $0.10 per common share and, after accounting for shareholders participating
in the Plan, the Company paid (i) $9,342 in cash and issued 362,866 shares pursuant to the Plan for the
fourth quarter of 2020 and (ii) $9,360 in cash and issued 275,457 shares pursuant to the Plan for the first quarter

F-53

of 2021 and for the second and third quarters of 2021, the Company declared and paid $0.115 per common share
to its common stockholders and, after accounting for shareholders participating in the Plan, the Company paid
(iii) $10,755 in cash and issued 322,274 shares pursuant to the Plan for the second quarter of 2021 and
(iv) $10,738 in cash and issued 265,469 shares pursuant to the Plan for the third quarter of 2021. During the year
ended December 31, 2022, 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 $10,745 in cash and
issued 274,939 shares pursuant to the Plan for the fourth quarter of 2021, (ii) $0.615 per common share and,
after accounting for shareholders participating in the Plan, the Company paid $57,479 in cash and issued
1,420,709 shares pursuant to the Plan for the first quarter of 2022 and for the second and third quarters of 2022,
the Company declared and paid $0.115 per common share to its common stockholders and, after accounting for
shareholders participating in the Plan, the Company paid (iii) $10,250 in cash and issued 330,961 shares pursuant
to the Plan for the second quarter of 2022 and (iv) $10,006 in cash and issued 428,300 shares pursuant to the
Plan for the third quarter of 2022. 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 and
(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, 2021, 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, 2020 to January 14, 2021,
(ii) $939, or $0.476563 per share for the period from January 15, 2021 to April 14, 2021, (iii) $939, or
$0.476563 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $939, or $0.476563 per share,
for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, 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, 2021 to January 14, 2022, (ii) $939, or $0.476563 per share for the period from January 15, 2022 to
April 14, 2022, (iii) $939, or $0.476563 per share, for the period from April 15, 2022 to July 14, 2022 and
(iv) $939, or $0.476563 per share, for the period from July 15, 2022 to October 14, 2022. 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, 2021, 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, 2020 to January 14, 2021,
(ii) $2,111, or $0.531250 per share for the period from January 15, 2021 to April 14, 2021, (iii) $2,111, or
$0.531250 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $2,111, or $0.531250
per share, for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, 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, 2021 to January 14, 2022, (ii) $2,111, or $0.531250 per share for the period from
January 15, 2022 to April 14, 2022, (iii) $2,111, or $0.531250 per share, for the period from April 15, 2022 to
July 14, 2022 and (iv) $2,111, or $0.531250 per share, for the period from July 15, 2022 to October 14, 2022.
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, 2021, 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, 2020 to January 14, 2021,
(ii) $2,180, or $0.546875 per share for the period from January 15, 2021 to April 14, 2021, (iii) $2,180, or
$0.546875 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $2,180, or $0.546875
per share, for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, the

F-54

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, 2021 to January 14, 2022, (ii) $2,180, or $0.546875 per share for the period from
January 15, 2022 to April 14, 2022, (iii) $2,180, or $0.546875 per share, for the period from April 15, 2022 to
July 14, 2022 and (iv) $2,180, or $0.546875 per share, for the period from July 15, 2022 to October 14, 2022.
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, 2021, 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, 2020 to January 14, 2021,
(ii) $2,537, or $0.554688 per share for the period from January 15, 2021 to April 14, 2021, (iii) $2,537, or
$0.554688 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $2,537, or $0.554688 per
share, for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, 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, 2021 to January 14, 2022, (ii) $2,537, or $0.554688 per share for the period from
January 15, 2022 to April 14, 2022, (iii) $2,537, or $0.554688 per share, for the period from April 15, 2022 to
July 14, 2022 and (iv) $2,537, or $0.554688 per share, for the period from July 15, 2022 to October 14, 2022.
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.

18. 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, 2021,
2022 and 2023, amounted to $31,068.

Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net loss attributable to non-controlling interest in

subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to Costamare Inc.

. . . . . . . . . . . . .

Less: paid and accrued earnings allocated to Preferred

Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income available to common stockholders . . . . . . . .

Weighted average number of common shares, basic and

diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Earnings per common share, basic and diluted . . . . . . . . . .

2021
Basic EPS

For the year ended December 31,
2022
Basic EPS

2023
Basic EPS

435,121

554,692

381,019

—

435,121

(31,068)

404,053

123,070,730

3.28

263

554,955

(31,068)

523,887

122,964,358

4.26

4,730

385,749

(31,068)

354,681

120,299,172

2.95

F-55

19. Voyage Revenues:

The following table shows the voyage revenues earned from time charters and voyage charters during the

years ended December 31, 2021, 2022 and 2023:

Time charters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Time charters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voyage charters and Contracts of Affreightment . . . . . . . . .

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Time charters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voyage charters and Contracts of Affreightment . . . . . . . . .

For the year ended December 31, 2021

Container
vessels
segment

$678,292

Dry bulk
vessels
segment

$115,347

CBI

$—

Total

$793,639

For the year ended December 31, 2022

Container
vessels
segment

$797,392
—

$797,392

Dry bulk
vessels
segment

$313,276
2,824

$316,100

CBI

$ —
367

$367

Total

$1,110,668
3,191

$1,113,859

For the year ended December 31, 2023

Container
vessels
segment

$839,374
—

Dry bulk
vessels
segment

$151,137
4,755

CBI

Total

$ 77,683
429,542

$1,068,194
434,297

Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$839,374

$155,892

$507,225

$1,502,491

20. Interest and Finance Costs:

The Interest and finance costs in the accompanying consolidated statements of operations are as follows:

For the year ended December 31,
2023
2022
2021

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives’ effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization and write-off of financing costs . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of excluded component related to cash flow hedges . . . . . . . . .
Bank charges and other financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$72,261
(465)
6,417
6,520
—
1,314

$107,205
—
(483)
10,255
1,286
3,970

$152,123
—
(22,876)
8,125
4,354
2,703

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$86,047

$122,233

$144,429

21. Taxes:

Under the laws of the countries of incorporation for 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 operations. The Company believes that its subsidiaries that are engaged
in the dry bulk operating platform business and in the sale and leaseback business are not subject to tax on their
income in their respective countries of incorporation.

The vessel-owning companies 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 vessel-owning companies are entitled to an exemption under Section 883 of the
Internal Revenue Code of 1986, as amended.

F-56

22. Derivatives:

(a) Interest rate and Cross-currency 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, interest rate caps and cross-currency rate swap 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 or six-month USD LIBOR or 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.

During the year ended December 31, 2022, the Company entered into a series of eight interest rate cap
agreements with a facility counterparty relating to the loan discussed in Note 11.A.22, with a total notional
amount of $54,784 to limit the maximum interest rate on the variable-rate debt of the mentioned loan and limit
exposure to interest rate variability when three-month LIBOR exceeds 1.50%. Furthermore, during the same
period, the Company entered into a series of 12 interest rate cap agreements with other counterparties relating to
the loans discussed in Notes 11.A.5, 11.A.20, 11.A.24, 11.A.25, 11.A.28, 11.A.29 and 11.A.33, with a total
notional amount of $562,285 to limit the maximum interest rate on the variable-rate debt of the mentioned loans
and limit exposure to interest rate variability when three-month LIBOR or SOFR exceeds 3.00%. The interest
rate caps were accounted for as cash flow hedges because they are expected to be highly effective in hedging
exposure to variable rate interest payments under the loans discussed in Notes 11.A.5, 11.A.20, 11.A.22, 11.A.24,
11.A.25, 11.A.28, 11.A.29 and 11.A.33. The Company assessed at the inception of these interest rate caps that
only intrinsic value shall be included in the assessment of hedge effectiveness. The Company paid a premium of
$12,948 in aggregate, representing the time value of the interest rate caps at their inception. The time value has
been excluded from the assessment of hedge effectiveness and is being recognized in earnings using a systematic
and rational method over the duration of the respective interest rate caps. Changes in the fair value of the interest
rate caps are reported within Accumulated other comprehensive income. The interest rate caps mature during the
period from July 2024 to January 2028. The fair value of these interest rate cap derivative instruments
outstanding as of December 31, 2022 amounted to an asset of $24,939, and is included in the Fair value of
derivatives current and non-current in the accompanying December 31, 2022 consolidated balance sheet.

During the year ended December 31, 2023, the Company entered into four interest rate cap agreements with

a facility counterparty relating to the loans discussed in Notes 11.A.20, 11.A.33 and 11.A.42, with an aggregate
notional amount of $333,727 to limit the maximum interest rate on the variable-rate debt of the mentioned loans
and limit exposure to interest rate variability when three-month SOFR or Daily Compounded SOFR exceeds
2.53%-3.50%. In addition, during the same period, the Company entered into two interest rate cap agreements
with a facility counterparty relating to the loans discussed in Note 11.A.37 and Note 11.A.25, with an aggregate
notional amount of $310,646 to limit the maximum interest rate on the variable-rate debt of the mentioned loans
and limit exposure to interest rate variability when three-month SOFR or Daily Compounded SOFR exceeds
2.74%-3.00%. The interest rate caps were accounted for as cash flow hedges because they are expected to be
highly effective in hedging exposure to variable rate interest payments under the respective loans. The Company
assessed at the inception of these interest rate caps that only intrinsic value shall be included in the assessment of
hedge effectiveness. The Company paid a premium of $21,062 in aggregate, representing the time value of the
interest rate caps at their inception. The time value has been excluded from the assessment of hedge effectiveness
and is being recognized in earnings using a systematic and rational method over the duration of the respective
interest rate caps. Changes in the fair value of the interest rate caps are reported within Accumulated other
comprehensive income. The interest rate caps mature during the period from 2024 to 2029.

Furthermore, during the year ended December 31, 2023, the Company entered into an interest rate swap
agreement with notional amount of $45,231, which met hedge accounting criteria according to ASC 815 related
to the loan discussed in Note 11.A.17.

F-57

During the year ended December 31, 2023, the Company terminated the interest rate caps related to the
loans discussed in Notes 11.A.5, 11.A.20, 11.A.22, 11.A.24, 11.A.25 and 11.A.29 and received the aggregate
amount of $9,566, which is included in Gain / (Loss) on derivative instruments, net in the accompanying 2023
consolidated statement of operations. Additionally, the Company terminated three interest rate swaps relating to
the loan discussed in Note 11.A.6 and received the amount of $7,597 in aggregate, which is included in Gain /
(Loss) on derivative instruments, net in the accompanying 2023 consolidated statement of operations.

The fair value of the interest rate cap derivative instruments outstanding as of December 31, 2023 amounted

to an asset of $26,417 ($24,939 as of December 31, 2022), and is included in the Fair value of derivatives
current and non-current in the accompanying December 31, 2023 consolidated balance sheet.

During the year ended December 31, 2022, the Company entered into two interest rate swap agreements
with an aggregate notional amount of $85,000, which both met hedge accounting criteria according to ASC 815.

Furthermore, 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 11(c)), in order to hedge its
exposure to fluctuations deriving from Euro. The two cross-currency swaps are designated as cash flow hedging
Instruments for accounting purposes. As of December 31, 2023, the notional amount of the two cross-currency
swaps was $122,375 in the aggregate. The principal terms of the two cross-currency swap agreements are as
follows:

Effective
date

Notional
amount
(Non-amortizing)
on effective
date in Euro

Notional
amount
(Non-amortizing)
on effective
date in USD

Termination
date

Fixed rate
(Costamare
receives in
Euro)

Fixed rate
(Costamare
pays in
USD)

Fair value
December 31,
2023
(in USD)

21/5/2021. . . . . . . . . . . . . . . . . . . . . 21/11/2025
25/5/2021. . . . . . . . . . . . . . . . . . . . . 21/11/2025

€50,000
€50,000

$61,175
$61,200

2.70%
2.70%

4.10% $ (5,877)
4.05% $ (5,756)

Total fair value

$(11,633)

At December 31, 2022 and 2023, the Company had interest rate swap agreements, cross-currency rate swap
agreements and interest rate cap agreements with an outstanding notional amount of $1,094,930 and $1,260,171
respectively. The fair value of these derivatives outstanding as at December 31, 2022 and 2023 amounted to a net
asset of $44,918 and a net asset of $35,475, respectively, and these are included in the accompanying
consolidated balance sheets. The maturity of these derivatives range between July 2024 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,
cross-currency rate swap and interest rate cap amounts to $20,405.

(b) Interest rate swaps/ interest rate caps/ cross currency swaps that do not meet the criteria for hedge
accounting: As of December 31, 2023, the Company did not hold any interest rate swaps or interest rate caps or
cross currency swaps that do not qualify for hedge accounting.

(c) Foreign currency agreements: As of December 31, 2023, the Company holds 24 Euro/U.S. dollar
forward agreements totaling $78,600 at an average forward rate of Euro/U.S. dollar 1.0730, expiring in monthly
intervals up to December 2025.

As of December 31, 2022, the Company was engaged in 36 Euro/U.S. dollar forward agreements totaling

$108,600 at an average forward rate of Euro/U.S. dollar 1.0690, expiring in monthly intervals up to
December 2025.

As of December 31, 2022, the Company through CBI was engaged in eight Singapore dollar/U.S. dollar

forward agreements totaling $7,336 at an average forward rate of Singapore dollar/U.S. dollar 1.3411, with
settlements up to December 2023.

The total change of forward contracts fair value for the year ended December 31, 2023, was a gain of
$1,151 (loss of $866 for the year ended December 31, 2021 and gain of $2,784 for the year ended December 31,

F-58

2022) and is included in Gain / (Loss) on derivative instruments, net in the accompanying consolidated
statements of operations. The fair value of the forward contracts as at December 31, 2022 and December 31,
2023, amounted to an asset of $2,379 and an asset of $3,529, respectively.

(d) Forward Freight Agreements (‘‘FFAs’’) and Bunker swap agreements: As of December 31, 2023, the

Company had a series of bunker swap agreements, none of which qualify for hedge accounting. As of
December 31, 2022, the Company had one bunker swap agreement, which does not qualify for hedge accounting.
The fair value of these derivatives outstanding as of December 31, 2022 and 2023 amounted to a liability of $12
and a net liability of $2,510, respectively.

As of December 31, 2023, the Company had a series of FFAs, none of which qualify for hedge accounting.

As of December 31, 2022, the Company had six FFAs, none of which qualify for hedge accounting. The fair
value of these derivatives outstanding as of December 31, 2022 and 2023 amounted to an asset of $108 and an
asset of $11,211, respectively. Following ASC 815 provisions and on the basis that enforceable master netting
arrangement exists, the Company adopted net presentation for the assets and liabilities of these instruments. As
of December 31, 2023, the Company deposited cash collateral related to its FFA derivative instruments and
bunker swaps of $13,748, which is recorded within margin deposits in the accompanying consolidated balance
sheet. The amount of collateral to be posted is defined in the terms of the respective agreement executed with
counterparties and is required when the agreed upon threshold limits are exceeded. The following tables present,
as of December 31, 2023, gross and net derivative assets and liabilities by contract type:

FFAs* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bunker swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate caps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forward currency contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total gross derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amounts offset
Counterparty netting* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total derivative assets, December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Derivatives
Assets-Current

$ 30,404
101
7,827
14,716
1,873

$ 54,921

Derivatives
Assets-Non-
Current

$ 2,758
—
12,864
11,701
1,656

$28,979

(21,611)

$ 33,310

(340)

$28,639

Derivatives
Liabilities-Current

Derivatives
Liabilities-Non-
Current

FFAs* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bunker swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cross-currency rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total gross derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(21,611)
(912)
(2,138)

$(24,661)

(340)
(1,699)
(9,495)

$(11,534)

Amounts offset
Counterparty netting* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21,611

340

Total derivative liabilities, December 31, 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (3,050)

$(11,194)

The Company has adopted net presentation for assets and liabilities related to FFA derivative instruments.

F-59

The Effect of Derivative Instruments for the years ended
December 31, 2021, 2022 and 2023
Derivatives in ASC 815 Cash Flow Hedging Relationships

Interest rate swaps and cross-currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate caps (included component) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate caps (excluded component)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to Interest and finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of amount excluded from the interest rate caps assessment of

hedge effectiveness based on an amortization approach to Interest and
finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amounts reclassified from Net settlements on interest rate swaps qualifying

for hedge accounting to Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amount of Gain / (Loss) Recognized in
Accumulated OCI on Derivative
2023
2021

2022

$ (754)
—
—
6,417

$36,591
4,495
6,700
(483)

$ 3,385
6,629
(16,589)
(22,876)

—

1,286

4,354

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$5,726

$48,652

$(25,034)

(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
2022

2023

2021

Interest rate swaps / caps . . . . . . .

Forward Freight Agreements . . . .

Bunker swap agreements . . . . . . .

Forward currency contracts . . . . .

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

$ (380)

$ (182)

$12,207

—

108

5,420

(12)

(1,490)

(866)

2,784

1,151

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(1,246)

$2,698

$17,288

23. Financial Instruments:

(a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Note 11.

(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, margin deposits, accounts
receivable, net (included in current and non-current assets), equity method investments, net investment in sales
type leases, investment in leaseback vessels (Note 12 (b)) and derivative contracts (interest rate swaps, interest
rate caps, cross-currency rate swaps, foreign currency contracts, FFAs and bunkers swap agreements). 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 limits its exposure by diversifying among counterparties with high
credit ratings. The Company limits its credit risk with accounts receivable and receivables from sales type leases
by performing ongoing credit evaluations of its customers’ and investees’ financial condition, receives charter
hires in advance and 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

F-60

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.

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 11.B and the term loan
with fixed interest rates discussed in Note 11.A.17, the fair value of investment in leaseback vessels with fixed
interest rate discussed in Notes 12(b)(3), 12(b)(9), 12(b)(10) and 12(b)(12), the fair value of the interest rate
swap agreements, the cross-currency rate swap agreements, the interest rate cap agreements, the foreign currency
agreements, the FFAs and the bunker swap agreements discussed in Note 22 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 11.B determined

through Level 2 of the fair value hierarchy as of December 31, 2023, amounted to $575,297 in the aggregate
($600,416 in the aggregate at December 31, 2022). The fair value of the term loan with fixed interest rates
discussed in Note 11.A.17, determined through Level 2 of the fair value hierarchy as of December 31, 2023,
amounted to $108,890 ($116,311 at December 31, 2022). The fair value of investment in leaseback vessels with
fixed rate discussed in Notes 12(b)(3), 12(b)(9), 12(b)(10) and 12(b)(12) determined through Level 2 of the fair
value hierarchy as of December 31, 2023, amounted to $54,186. The fair value of the Company’s other financing
arrangements (Note 11.B) and the term loan with fixed interest rates discussed in Note 11.A.17 and investment in
leaseback vessels discussed in Notes 12(b)(3), 12(b)(9), 12(b)(10) and 12(b)(12), 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 22(a) equates to the amount that would be paid or received by the Company to
cancel the agreements. As at December 31, 2022 and 2023, the fair value of these derivative instruments in
aggregate amounted to a net asset of $44,918 and a net asset of $35,475, respectively.

The fair value of the forward currency contracts discussed in Note 22(c) and the forward freight agreements

and bunker swap agreements discussed in Note 22(d) determined through Level 2 of the fair value hierarchy as
at December 31, 2022 and December 31, 2023, amounted to a net asset of $2,475 and a net asset of $12,230,
respectively.

The fair value of the Bond Loan discussed in Note 11.C determined through Level 1 of the fair value

hierarchy as at December 31, 2023, amounted to $106,633 ($102,394 at December 31, 2022).

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:

Recurring measurements:
Forward currency contracts-asset position . . . . . . . . . . . . . . . .
Forward Freight Agreements-asset position . . . . . . . . . . . . . . .
Bunker swap agreements-liability position . . . . . . . . . . . . . . . .
Interest rate swaps-asset position. . . . . . . . . . . . . . . . . . . . . . . .
Interest rate caps-asset position . . . . . . . . . . . . . . . . . . . . . . . . .
Cross-currency rate swaps-liability position . . . . . . . . . . . . . . .

December 31,
2022

$ 2,379
108
(12)
35,877
24,939
(15,898)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 47,393

Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Unobservable
Inputs
(Level 3)

$ —
108
(12)
—
—
—

$ —

$ 2,379

$—

35,877
24,939
(15,898)

—
—
—

$ 47,393

$—

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December 31,
2023

$ 3,529
11,210
(2,509)
20,691
26,417
(11,633)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 47,705

Quoted Prices in
Active Markets
for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Unobservable
Inputs
(Level 3)

$—
—
—
—
—
—

$—

$ 3,529
11,210
(2,509)
20,691
26,417
(11,633)

$ 47,705

$—
—
—
—
—
—

$—

Assets measured at fair value on a non-recurring basis:

During the year ended December 31, 2022, the Company recorded an impairment loss of $1,691 (Note 7)
for four of its dry bulk vessels as their future undiscounted net operating cash flows were less than their carrying
amount. The fair value of the dry bulk vessels was determined through Level 2 inputs of the fair value hierarchy.

During the year ended December 31, 2023, the Company recorded an impairment loss of $434 (Note 7) for

two of its dry bulk vessels as their future undiscounted net operating cash flows were less than their carrying
amount. The fair value of the dry bulk vessels was determined through Level 2 inputs of the fair value hierarchy.

24. Comprehensive Income:

During the year ended December 31, 2021, Accumulated other comprehensive loss decreased with net gains

of $5,726 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of
$382), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $6,417),
(ii) the effective portion of changes in fair value of cash flow hedges (loss of $1,136) and (iii) the amounts
reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($63).

During the year ended December 31, 2022, Accumulated other comprehensive income increased with net
gains of $48,652 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain
of $49,137), plus the settlements to net income of derivatives that qualify for hedge accounting (loss of $2,702),
(ii) the effective portion of changes in fair value of cash flow hedges (gain of $868), (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 $1,286) 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, 2023, Accumulated other comprehensive income decreased with net
losses of $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).

25. Subsequent Events:

(a) Declaration and payment of dividends (common stock): On January 2, 2024, the Company declared a

dividend of $0.115 per share on the common stock, which was paid on February 7, 2024, to holders of record of
common stock as of January 22, 2024.

(b) Declaration and payment of dividends (preferred stock Series B, Series C, Series D and Series E): On

January 2, 2024, 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, $0.546875 per share on the Series D Preferred Stock and
$0.554688 per share on the Series E Preferred Stock, which were all paid on January 16, 2024 to holders of
record as of January 12, 2024.

F-62

(c) Vessels’ sale: On January 23, 2024, based on a Memorandum of Agreement the Company entered into
on January 11, 2024, the dry bulk vessel Progress was delivered to her buyers (Note 7) and, at the same date,
based on a Memorandum of Agreement the Company entered into on December 18, 2023, the dry bulk vessel
Manzanillo was delivered to her buyers (Note 7). On January 10, 2024, pursuant to the sale of the vessels
Progress and Manzanillo, the Company prepaid the amounts of $5,797 and $5,128, related to the term loans
discussed in Notes 11.A.25 and 11.A.38, respectively. On February 7, 2024, based on a Memorandum of
Agreement the Company entered into on December 14, 2023, the dry bulk vessel Konstantinos was delivered to
her buyers (Note 7). On February 1, 2024, pursuant to the sale of the vessel Konstantinos, the Company prepaid
the amount of $5,400 related to the term loan discussed in Note 11.A.25. On January 29, 2024, the Company
agreed to sell the dry bulk vessel Merida, which was delivered to her buyers on March 6, 2024. On February 28,
2024, pursuant to the sale of the vessel Merida, the Company prepaid the amount of $6,125 related to the term
loan discussed in Note 11.A.38. On February 7, 2024, the Company agreed to sell the dry bulk vessels Pegasus
and Alliance, which were delivered to their buyers in the first quarter of 2024. On February 27, 2024, pursuant
to the sale of the vessels Pegasus and Alliance, the Company prepaid the amounts of $5,844 and $4,788 related
to the term loans discussed in Notes 11.A.22 and 11.A.25, respectively.

(d) Vessel acquisition: On February 7, 2024, the Company took delivery of the secondhand dry bulk vessel

Iron Miracle (tbr Miracle) (Note 7).

(e) Investment in leaseback vessels: 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. In February 2024, NML acquired one dry-bulk vessel for $6,325 (Note 15(c)(ii)) 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.

Furthermore, in the first quarter of 2024, NML signed commitment letters, subject to final documentation,

with third party shipowners (sellers) to acquire two vessels under sale and bareboat agreements, under which the
vessels will be chartered back to the sellers under bareboat charter agreements, for an amount of up to
$32.5 million.

In addition, in the first quarter of 2024, 11 NML subsidiaries entered into seven loan agreements to finance
11 sale and leaseback arrangements that they have entered into. During the first quarter of 2024, the amount of
$95,095, in aggregate, was drawn down.

F-63