Star Bulk Carriers Annual Report 2022

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2022OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportFor the transition period from _____________ to ______________ Commission file number 001-33869 STAR BULK CARRIERS CORP.(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) c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str., Maroussi 15124, Athens, Greece(Address of principal executive offices) Petros Pappas, 011 30 210 617 8400, mgt@starbulk.com,c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str.Maroussi 15124, Athens, Greece (Name, telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each classTrading Symbol(s)Name of exchange on which registeredCommon Shares, par value $0.01 per shareSBLKNasdaq Global Select Market Securities registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NoneIndicate 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: As of December 31, 2022, there were 102,857,416 common shares issued and outstanding. 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 report 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 ExchangeAct of 1934.YES ☐ NO ☒Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligationsunder those Sections. 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 preceding12 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 ofthis 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 “largeaccelerated filer, "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated Filer ☒Accelerated Filer ☐ Non- accelerated Filer ☐Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition 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 afterApril 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 reportingunder 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. ☒ 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 correctionof 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 theregistrant’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 InternationalAccounting 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 ☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court. ☐ Yes ☐ No ABOUT THIS REPORTThroughout this annual report, unless otherwise indicated:·“Star Bulk,” the “Company,” “we,” “us,” “our” or similar terms refer to Star Bulk Carriers Corp. and its wholly owned subsidiaries, except that when such terms are used in thisannual report in reference to the common stock, they refer specifically to Star Bulk Carriers Corp.;·the term deadweight ton (“dwt”) refers to the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight ofcargo and supplies that a vessel can carry;·“Newcastlemax” refers to vessels with carrying capacities of between 200,000 dwt and 210,000 dwt;·“Capesize” refers to vessels with carrying capacities of between 100,000 dwt and 200,000 dwt;·“Post-Panamax” refers to vessels with carrying capacities of between 90,000 dwt and 100,000 dwt;·“Kamsarmax” refers to vessels with carrying capacities of between 80,000 dwt and 90,000 dwt;·“Panamax” refers to vessels with carrying capacities of between 65,000 and 80,000 dwt;·“Ultramax” refers to vessels with carrying capacities of between 60,000 and 65,000 dwt;·“Supramax” refers to vessels with carrying capacities of between 50,000 and 60,000 dwt;·“Oaktree” refers to Oaktree Capital Management, L.P., together with its affiliates, our largest shareholder; and·all references to “Dollars” and “$” in this annual report are to U.S. Dollars and all references to “Euro” and “€” in this annual report are to Euros. i FORWARD-LOOKING STATEMENTSStar Bulk Carriers Corp. and its wholly owned subsidiaries (the “Company”, “we”, “our”, “us” or similar terms) desire to take advantage of the safe harbor provisions of the PrivateSecurities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. The Private Securities Litigation Reform Act of 1995provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statementsinclude statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements ofhistorical facts.This document includes “forward-looking statements,” as defined by U.S. federal securities laws, with respect to our financial condition, results of operations and business and ourexpectations or beliefs concerning future events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,”“would,” “could,” “should,” “may,” “forecasts,” “will,” “potential,” “continue,” “possible” and similar expressions or phrases may identify forward-looking statements.All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or allof which are not predictable or within our control. Actual results may differ materially from expected results.In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:·general dry bulk shipping market conditions, including fluctuations in charter rates and vessel values;·the strength of world economies;·the stability of Europe and the Euro;·fluctuations in currencies, interest rates and foreign exchange rates, and the impact of the discontinuance of remaining London Interbank Offered Rate tenors for US Dollars, orLIBOR, after June 30, 2023 on any of our debt referencing LIBOR in the interest rate;·business disruptions due to natural and other disasters or otherwise, such as the ongoing novel coronavirus (“COVID-19”) pandemic (and variants that may emerge);·the length and severity of epidemics and pandemics, including COVID-19 and its impact on the demand for seaborne transportation in the dry bulk sector;·changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of new buildings under construction;·the potential for technological innovation in the sector in which we operate and any corresponding reduction in the value of our vessels or the charter income derivedtherefrom;·changes in our expenses, including bunker prices, dry docking, crewing and insurance costs;·changes in governmental rules and regulations or actions taken by regulatory authorities;·potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; ii ·the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social andGovernance (“ESG”) practices;·our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets including as set forth under “Item 4. Information on the Company –– B. BusinessOverview –– Our ESG Performance”;·new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regionalauthorities such as the European Union or individual countries;·potential cyber-attacks which may disrupt our business operations;·general domestic and international political conditions or events, including “trade wars” and the ongoing conflict between Russia and Ukraine;·the impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the U.S. or othergovernments;·our ability to successfully compete for, enter into and deliver our vessels under time charters or other employment arrangements for our existing vessels after our currentcharters expire and our ability to earn income in the spot market;·potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities andinstability, piracy or acts by terrorists;·the availability of financing and refinancing;·the failure of our contract counterparties to meet their obligations;·our ability to meet requirements for additional capital and financing to grow our business;·the impact of our indebtedness and the compliance with the covenants included in our debt agreements;·vessel breakdowns and instances of off-hire;·potential exposure or loss from investment in derivative instruments;·potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management;·our ability to complete acquisition transactions as and when planned and upon the expected terms;·the impact of port or canal congestion or disruptions; and·other important factors described in “Item 3. Key Information –– D. Risk Factors” in this annual report.We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current conditions, expected future developmentsand other factors we believe are appropriate in the circumstances. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf areexpressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, except asrequired by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties andassumptions, the forward-looking events discussed in this annual report might not occur. Further, we cannot assess the impact of each such factor on our business or the extent towhich any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. iii See the section entitled “Item 3. Key Information –– D. Risk Factors” of this annual report on Form 20-F for the year ended December 31, 2022 for a more complete discussion of theserisks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this annual report are not necessarily all of the important factors thatcould cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harmour results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have theexpected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. iv TABLE OF CONTENTSPART I.6Item 1.Identity of Directors, Senior Management and Advisers6Item 2.Offer Statistics and Expected Timetable6Item 3.Key Information6Item 4.Information on the Company26Item 4A.Unresolved Staff Comments55Item 5.Operating and Financial Review and Prospects55Item 6.Directors, Senior Management and Employees81Item 7.Major Shareholders and Related Party Transactions89Item 8.Financial Information101Item 9.The Offer and Listing103Item 10.Additional Information103Item 11.Quantitative and Qualitative Disclosures about Market Risk Interest Rates118Item 12.Description of Securities Other than Equity Securities120PART II.121Item 13.Defaults, Dividend Arrearages and Delinquencies121Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds121Item 15.Controls and Procedures121Item 16A.Audit Committee Financial Expert122Item 16B.Code of Ethics122Item 16C.Principal Accountant Fees and Services122Item 16D.Exemptions from the Listing Standards for Audit Committees123Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers123Item 16F.Change in Registrant’s Certifying Accountant124Item 16G.Corporate Governance124Item 16H.Mine Safety Disclosure125PART III.126Item 17.Financial Statements126Item 18.Financial Statements126Item 19.Exhibits126 v PART I.Item 1.Identity of Directors, Senior Management and AdvisersNot Applicable.Item 2.Offer Statistics and Expected TimetableNot Applicable.Item 3.Key InformationA. [Reserved]B. Capitalization and IndebtednessNot Applicable.C. Reasons for the Offer and Use of ProceedsNot Applicable.D. Risk FactorsRisk Factor Summary Risks Related to Our Industry·Our results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomicfactors outside of our control;·Our financial results and operations may be adversely affected by the ongoing COVID-19 pandemic, and related governmental responses thereto;·Global economic conditions may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition;·An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, results ofoperations and financial condition;·A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels whichcould limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale;·We are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classificationsocieties that can adversely affect the cost, manner or feasibility of doing business;·Climate change and related legislation or regulations may adversely impact our business, including potential financial, operational and physical impacts; 6 Table of Contents ·Increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costson us or expose us to additional risks;·Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business;·The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow;·If our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the EuropeanUnion (“EU”), the United Nations (“UN”), or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for ourcommon shares;·Fuel, or bunker, prices and marine fuel availability may adversely affect our profits;·The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us;·Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow;·Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings;·Failure to comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws could result in fines, criminal penalties, charter terminations and anadverse effect on our business;·Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on ourresults of operations;·Our operating results are subject to seasonal fluctuations; and·Acts of piracy on ocean-going vessels could adversely affect our business.Risks Related to Our Company·We may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and cause us to fail to comply with the terms of our debt agreements whichcould adversely affect our business, including our ability to refinance our indebtedness and pay dividends;·Volatility in the London Interbank Offered Rate (“LIBOR”), the cessation of LIBOR and replacement of our interest rate in our debt agreements could affect our earnings andcash flow;·We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business;·We are subject to certain risks with respect to our counterparties on contracts;·We may not have adequate insurance to compensate us if we lose our vessels or they suffer significant damages or to compensate third parties for any damages to theirproperty;·We depend upon third party and/or affiliated managers to provide the technical management of our fleet; 7 Table of Contents ·The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire, which could adverselyaffect our earnings;·We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us; and·We may have difficulty managing our planned growth properly.Risks Related to Taxation·A change in tax laws, treaties or regulations, or their interpretation could result in a significant negative impact on our earnings and cash flows from operations; and·The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S.shareholders.Risks Related to Our Relationships with Mr. Pappas, Oaktree and Other Parties·Affiliates of Oaktree own a significant portion of our common shares, subject to certain restrictions on voting, acquisitions and dispositions thereof;·Members of management and our directors may have relationships and affiliations with other entities that could create conflicts of interest;·We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business; and·Our reliance upon “foreign private issuer” exemptions may afford less protection to holders of our common shares.Risks Related to Our Corporate Structure and Our Common Shares·We are a holding company and 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 may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its marketprice;·Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an establisheddividend policy;·Because we are organized under the laws of the Marshall Islands and because substantially all of our assets are located outside of the United States, it may be difficult to serveus with legal process or enforce judgments against us, our directors or our management;·We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law;·The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict;·Future sales of our common shares could cause the market price of our common shares to decline;·We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted; 8 Table of Contents ·The price of our common shares may be highly volatile; and·Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for ourshareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.The following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our commonshares. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or the trading price ofour common shares.Risks Related to Our IndustryOur results of operations and financial condition depend significantly on charter rates for dry bulk vessels, which may be highly volatile and are affected by macroeconomic factorsoutside of our control. If we cannot charter our vessels on favorable terms, there could be a material adverse effect on our earnings and our ability to comply with our loan covenants.The dry bulk shipping industry continues to be cyclical with high volatility in charter rates and profitability among the various types of dry bulk vessels. In 2022, charter rates for drybulk vessels decreased from 2021 levels but were sustained well above the historical average. The Baltic Dry Index, or the “BDI”, an index published by The Baltic Exchange of shippingrates for key dry bulk routes, softened from the decade highs of 2021, but averaged 43% above the decade average, principally as a result of strong global growth and increasedinfrastructure spending which has led to an elevated demand for commodities combined with a historically low orderbook and port delays and congestion. See “Item 4. Information onthe Company- Business Overview –– The International Dry Bulk Shipping Industry” for further details.Charter rate fluctuations result from changes in the supply of and demand for vessel capacity and major commodities carried on water internationally. Because most factors affecting thesupply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in charter rates are also unpredictable. Since wecharter our vessels principally in the spot market, we are exposed to the spot market’s cyclicality and volatility. We may not be able to predict whether future spot rates will be sufficientto enable our vessels to be operated profitably. Factors that influence the demand for dry bulk vessel capacity include: supply of and demand for energy resources, commodities, andsemi-finished consumer and industrial products and the location of consumption versus the location of their regional and global exploration, production or manufacturing facilities; theglobalization of production and manufacturing; global and regional economic and political conditions and developments, including armed conflicts and terrorist activities; naturaldisasters and weather; pandemics, such as the COVID-19 pandemic; embargoes and strikes; disruptions and developments in international trade, including trade disputes or theimposition of tariffs on various commodities or finished goods; changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; environmentaland other legal regulatory developments; and currency exchange rates. Factors that influence the supply of dry bulk vessel capacity include: the number of newbuilding orders anddeliveries including slippage in deliveries; number of shipyards and ability of shipyards to deliver vessels; port and canal congestion; speed of vessel operation; vessel casualties; thedegree of recycling of older vessels, depending, among other things, on recycling rates and international recycling regulations; number of vessels that are out of service, namely thosethat are laid-up, dry docked, awaiting repairs or otherwise not available for hire; availability of financing for new vessels and shipping activity; changes in national or internationalregulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and changes in environmental and other regulations that maylimit the useful lives of vessels. In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices,secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance costs,insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulation of maritime transportation practices,particularly environmental protection laws and regulations. 9 Table of Contents As described above, many of the 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. If we are required to charter our vessels at a time when demand and charter rates are very low, we may not be able to secureemployment for our vessels at all, or we may have to accept reduced and potentially unprofitable rates. If we are unable to secure profitable employment for our vessels, we may decideto lay-up some or all unemployed vessels until such time that charter rates become attractive again. During the lay-up period, we will continue to incur some expenditures, such asinsurance and maintenance costs, for each such vessel. Additionally, before exiting lay-up, we will have to pay reactivation costs for any such vessel to regain its operational condition.As a result, adverse economic, political, social or other developments affecting charter rates could have a material adverse effect on our business, results of operations and cash flows,ability to pay dividends and compliance with covenants in our credit facilities.Our financial results and operations may be adversely affected by the ongoing COVID-19 pandemic, and related governmental responses thereto.Since the beginning of calendar year 2020, the COVID-19 pandemic and variants that have emerged have resulted in numerous actions taken by governments and governmental agenciesin an attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines, and other emergency public health measures such as lockdown measures. Initially,these measures resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. In 2022, a resurgence of COVID-19 cases led China’sgovernment to impose quarantine regulations in certain provinces of China under China’s zero-COVID policy. While many of these measures, including China’s zero-COVID policy, havesince been relaxed, we cannot predict whether and to what degree such measures will be reinstituted in the event of any resurgence in the COVID-19 virus or any variants thereof, whichmay adversely affect global economic activity. The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade patternsin markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts could continue or worsen, even after thepandemic itself diminishes or ends. Companies, including us, have also taken precautions, such as requiring employees to work remotely and imposing travel restrictions, while someother businesses have been required to close entirely. Moreover, we face significant risks to our personnel and operations due to COVID-19. Our crews face risk of exposure to COVID-19 as a result of travel to ports where COVID-19 cases have been reported. Our shore- based personnel likewise face risk of such exposure, as we maintain offices in areas impacted bythe spread of COVID-19.Measures against COVID-19 in a number of countries have restricted crew rotations on our vessels, and those restrictions may continue or become more severe. As a result, in 2020,2021 and 2022, we experienced and may continue to experience disruptions to our normal vessel operations caused by increased deviation time associated with positioning our vesselsto countries in which we can undertake a crew rotation in compliance with such measures. Delays in crew rotations have led to issues with crew fatigue and may continue to do so,which may result in delays or other operational issues. We have had and may continue to have increased expenses due to incremental fuel consumption and days in which our vesselsare unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage. We have incurred and may in the future again incuradditional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the currentenvironment. In 2020, 2021 and 2022, delays in crew rotations have also caused us to incur additional costs related to crew bonuses paid to retain the existing crew members on boardand may continue to do so. Moreover, COVID-19 and governmental and other measures related to it have led to a highly difficult environment in which to acquire and dispose of vessels.The ability and willingness to consummate vessel transactions has been limited as a result of general economic conditions, the availability of financing, and their ability to inspectvessels. The impact of COVID-19 has also resulted in periodic reduction of industrial activity globally with temporary closures of factories and other facilities, labor shortages andrestrictions on travel on a regional basis, depending on the spread of COVID-19 in each particular geography. This and future epidemics may affect personnel operating paymentsystems through which we receive revenues from the chartering of our vessels or pay for our expenses, resulting in delays in payments. We continue to focus on our employees’ well-being, whilst making sure that their operations continue undisrupted and at the same time, adapting to the new ways of operating. As such employees are encouraged and in certaincases required to operate remotely which significantly increases the risk of cybersecurity attacks. 10 Table of Contents Recently, Chinese authorities have removed a ban on crew changes in Chinese ports which may allow crewing operations to return to more normal conditions. However, we cannotpredict whether and when, if ever, the removal of such measures will result in a timely return to more normal conditions. Additionally, we cannot predict whether and to what degree suchmeasures will be reinstituted in the event of any resurgence in the COVID-19 virus or any variants thereof. Following the relaxation of many of China’s quarantine and travel restrictionsin December 2022, significant COVID-19 surges were reported. Such surges and potential continuing surges may affect our ability to return to more normal crewing conditions.The occurrence or recurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of the COVID-19 or other epidemics or a recession resulting fromthe spread of COVID-19 could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, and ability to pay dividends.Global economic conditions may continue to negatively impact the dry bulk shipping industry and may materially affect our results of operations and financial condition.The world economy is currently facing a number of ongoing challenges as a result of the economic impact of and global response to the COVID-19 pandemic, as well as recent turmoiland hostilities in various regions, including Iraq, North Korea, Venezuela, North Africa and Ukraine. Continuing concerns over COVID-19, inflation, rising interest rates, energy costs,geopolitical issues, including acts of war and the availability and cost of credit have contributed to increased volatility and diminished expectations for the economy and the marketsgoing forward. These factors, combined with volatile oil prices, declining business and consumer confidence, have precipitated fears of a possible economic recession. Domestic andinternational equity markets continue to experience heightened volatility and turmoil. The weakness in the global economy has caused, and may continue to cause, a decrease inworldwide demand for certain goods and, thus, shipping.Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries againstcountries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures. In 2022, in response to the ongoing conflict in Ukraine, theU.S. and several European countries imposed various economic sanctions against Russia, prohibitions on imports of Russian energy products, including crude oil, petroleum, petroleumfuels, oils, liquefied natural gas and coal, and prohibitions on investments in the Russian energy sector by US persons, among other restrictions. The geopolitical situation in EasternEurope intensified in late February 2022, with the commencement of Russia’s military action against Ukraine. Three of our vessels, the Star Pavlina, Star Helena and Star Laura, hadarrived in three different Ukrainian ports to load various grain cargos under charterers’ instructions, well ahead of the commencement of the war activities, but following the beginning ofthe conflict, the loading operations were suspended by the port authorities. Following a multilateral agreement among Russia, Ukraine, Turkey and the United Nations to resume grainexports from the Black Sea regions, we succeeded in safely navigating the Star Helena and the Star Laura out of Ukraine in August 2022, and the two said vessels are now normallytrading. Since the third vessel, the Star Pavlina, remains in Ukraine today as a result of orders of the Ukrainian authorities, we have been deprived of use of the vessel for a continuousperiod of 12 months without likelihood of a recovery, and expect to be indemnified under the existing war risk insurance as a constructive total loss, or alternatively (under the pertinentinsurance terms) as an actual total loss of the vessel. Therefore, on February 24, 2023, a Notice of Abandonment of all of our interests in the Star Pavlina was sent to the war riskinsurers, claiming a total insurance value of $55 million. On February 28, 2023, and without prejudice to the first Notice of Abandonment, a second Notice of Abandonment with similarcontents was sent to the war risk insurers. We await the insurers’ response pursuant to the insurance policy and continue to closely monitor the situation to ensure that the interests ofall stakeholders are safeguarded. We are not in a position at this stage to estimate the timeline for the matter to be resolved. The carrying value of the respective vessel as of December31, 2022 was $26.1 million.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 chainsand 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 Unionagainst 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, financialcondition, 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.The U.K.’s exit from the EU in 2020 (informally known as “Brexit”) has led to ongoing political and economic uncertainty and periods of increased volatility in both the U.K. and in widerEuropean markets for some time. Brexit’s long-term effects are still yet to be determined at this time and will depend on the effects of the implementation and application of the trade andcooperation agreement signed by the U.K. and EU in 2020 and any other relevant agreements between the U.K. and EU. It remains possible that there will be increased regulatory andlegal complexities, including those relating to tax, trade and employees. Brexit has also given rise to calls of other EU member states’ governments to consider withdrawal. Thesedevelopments and uncertainties, or the perception that they may occur, have had and may continue to have a material adverse effect on global economic conditions and the stability ofglobal financial markets, and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Additionally, Brexitor similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets. The foregoing factors could depress economic activity andrestrict our access to capital, causing a material adverse effect on our business and on our consolidated financial position, results of operations and our ability to pay distributions. 11 Table of ContentsThe U.S. government has recently made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies, including tariffs affecting certainChinese 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 ourindustry. 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 tradeactions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition, and results of operations.Relatively weak global economic conditions have had and may continue to have a number of adverse consequences for dry bulk and other shipping sectors, including, among otherthings; low charter rates, particularly for vessels employed on short-term time charters or in the spot market; decreases in the market value of dry bulk vessels and limited secondhandmarket for the sale of vessels; limited financing for vessels; widespread loan covenant defaults; and declaration of bankruptcy by certain vessel operators, vessel owners, shipyards andcharterers. The occurrence of one or more of these events could have a material adverse effect on our business, results of operations, cash flows and financial condition.An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, results of operations andfinancial condition.We anticipate a significant number of the port calls made by our vessels will continue to involve the loading or discharging of dry bulk commodities in ports in the Asia Pacific region.As a result, economic slowdown in the Asia Pacific region, particularly in China, may have a material adverse effect on us. We conduct a substantial portion of our business in China orwith Chinese counter parties. A decrease in the level of imports to and exports from China could adversely affect our business, results of operations and financial condition. Changes inthe economic conditions of China, and policies adopted by the government to regulate its economy, including with regards to COVID-19, tax matters and environmental concerns (suchas achieving carbon neutrality) and their implementation by local authorities could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, ourvessels that undergo dry docking at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect onour business, results of operations and financial condition.A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in the market values of our vessels which couldlimit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment charges or losses on sale.The fair market values of dry bulk vessels have generally experienced high volatility. The fair market value of our vessels depends on a number of factors, including: prevailing level ofcharter rates, general economic and market conditions affecting the shipping industry, types, sizes and ages of vessels, supply of and demand for vessels, other modes of transportation,distressed asset sales, including newbuilding contract sales below acquisition costs due to lack of financing, cost of new buildings, governmental or other regulations, the need toupgrade vessels as a result of charterer requirements, technological advances in vessel design or equipment or otherwise, changes in environmental and other regulations that may limitthe useful life of vessels, technological advances; and competition from other shipping companies and other modes of transportation. If the fair market value of our vessels declines, wemight not be in compliance with various covenants in our ship financing facilities, some of which require the maintenance of a certain percentage of fair market value of the vesselssecuring the facility to the principal outstanding amount of the loans under the facility or a maximum ratio of total liabilities to market value adjusted total assets or a minimum marketvalue adjusted net worth. In addition, if the fair market value of our vessels declines, our access to additional funds may be affected or we may need to record impairment charges in ourconsolidated financial statements or incur loss on sale of vessels which can adversely affect our financial results. Conversely, if vessel values are elevated at a time when we wish toacquire additional vessels, the cost of such acquisitions may increase and this could adversely affect our business, results of operations, cash flow and financial condition. 12 Table of ContentsWe are subject to complex laws and regulations, including environmental regulations, international safety regulations and vessel requirements imposed by classification societiesthat can adversely affect the cost, manner or feasibility of doing business.Our operations are subject to numerous international, national, state and local laws, regulations, treaties and conventions in force in international waters and the jurisdictions in whichour vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. See “Item 4. Information on the Company - Business Overview -Environmental and Other Regulations in the Shipping Industry” for further details. Compliance with such requirements may require vessels to be altered, costly equipment to be installed(such as ballast water treatment systems or “BWTS”) or operational changes to be implemented and may decrease the resale value or reduce the useful lives of our vessels or require usto obtain certain permits or authorizations prior to commencing operations. Such compliance costs could have a material adverse effect on our business, financial condition and resultsof operations. If any vessel does not comply (i.e. fails to maintain its class or fails any annual, intermediate or special survey) the vessel will be unable to trade between ports and will beunemployable and uninsurable until such failures are remedied, which could negatively impact our results of operations and financial condition. In addition, given frequent regulatorychanges, we cannot predict their effect on our ability to do business, the cost of complying with them, or their impact on vessels’ useful lives or resale value. Our failure to comply withany such conventions, laws, or regulations could cause us to incur substantial liability.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 administrativemeasures, as well as international agreements and frameworks, to monitor, regulate and limit carbon dioxide and other greenhouse gases (“GHG”) emissions. Although the ParisAgreement, 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 thatcountries 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 regulatedunder the E.U. Emissions Trading System (the “E.U. ETS”), an E.U.-wide trading scheme for industrial GHG emissions. While the shipping industry has not been subject to the E.U. ETSin the past, on July 14, 2021, the European Commission formally proposed adding shipping to the list of industries regulated. Under the proposal, the emissions from all voyages betweenE.U. ports and 50% of those from voyages between the E.U. and elsewhere would be covered by the E.U. ETS. Shipping companies would need to buy allowances that correspond to theemissions 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 and require ships toreduce GHG emissions using technological and operational approaches to improve energy efficiency and that provide important building blocks for future GHG reduction measures.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 wherewe operate, or any treaty adopted at the international level, that restrict emissions of GHGs could require us to make significant financial expenditures, including the installation ofpollution 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. While we haveinstalled scrubbers on 120 vessels out of the 128 vessels in our fleet pursuant to IMO sulfur cap regulations, we may be required in the future to expend more capital to modify, upgradeor replace vessels as a result of new climate GHG related rules and regulations. While IMO has set specific targets for 2030 and 2050 within the scope of its GHG strategy, currently onlyshort-term measures have been adopted thus far, which we do not believe at this time will require material capital expenditures. Should additional medium-term measures be adopted andcome into force, including market based measures to put a price on carbon, we may need to incur additional capital expenditures to comply with the relevant GHG emission regulations.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 ormore intense weather events. For additional information see “Item 4. Information on the Company - Business Overview - Environmental and Other Regulations in the Shipping Industry”. 13 Table of ContentsIncreasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our ESG practices may impose additional costs on usor expose us to additional risks.Companies across all industries are facing increasing scrutiny relating to their ESG policies from investor advocacy groups, certain institutional investors, lenders, charterers and othermarket participants (collectively, the “Market Participants”), who, in recent years, have focused on the implications and social cost of their investments. Such increased attention andactivism related to ESG and similar matters (such as climate change) may hinder access to capital, as the Market Participants may decide to reallocate capital or to not commit capital as aresult of their assessment of a company’s ESG practices, and may also affect the commercial tradability of our vessels should our vessels not comply with charterers’ ESG requirements.For example, due to such increasing pressures from the Market Participants to prioritize sustainable energy practices, reduce our carbon footprint, and promote sustainability, we may berequired to implement more stringent ESG procedures or standards so that our existing and future Market Participants remain invested in us, make further investments in us and continuechartering our vessels. However, if we do not adapt to or comply with such evolving expectations and standards, or are perceived to have not responded appropriately to the growingconcern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition, and/or stock pricecould be materially and adversely affected. Furthermore, certain Market Participants in the equity and debt capital markets may exclude transportation companies, such as us, from theirinvesting portfolios altogether due to ESG factors, which may affect our ability to grow, as our plans for growth may include accessing the foregoing markets. If those markets areunavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a materialadverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Overall, it is likely that we will incur additional costs and requireadditional resources to monitor, report and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business andfinancial condition. Please see “Item 4. Information on the Company-B. Business Overview-Our ESG Performance” for additional information with respect to our ongoing ESG efforts.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 trans-shipment points. Under the U.S. MaritimeTransportation Security Act of 2002 (the “MTSA”), the United States Coast Guard (“USCG”) issued regulations requiring the implementation of certain security requirements aboardvessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities. These security procedures can result in the seizure of contents of ourvessels, delays in the loading, offloading, trans- shipment or delivery and the levying of customs duties, fines or other penalties against us. Changes to inspection procedures couldimpose additional financial and legal obligations on us, could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certaintypes of cargo uneconomical or impractical. These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative effect onour business, financial condition, cash flows, results of operations and our ability to pay dividends.The operation of dry bulk carriers entails certain operational risks that could affect our earnings and cash flow.The international shipping industry faces risks inherent to global operations. Our vessels and their cargoes risk damage or loss as a result of events including, but not limited to, marinedisasters, bad weather, mechanical failures, human error, environmental accidents, war, terrorism, piracy and other circumstances or events. In addition, transporting cargoes across awide variety of international jurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potentialfor changes in tax rates or policies, and the potential for government expropriation of our vessels. Any of these events may result in loss of revenues, increased costs and decreasedcash flows to our customers, which could impair their ability to make payments to us under our charters. Furthermore, the operation of dry bulk carriers has certain unique risks as: (i) drybulk cargo itself and its interaction with the vessel can be an operational risk, (ii) dry bulk cargoes are often heavy, dense and easily shifted and react badly to water exposure, and (iii)dry bulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers, causingdamage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach at sea. Hull breaches in dry bulk carriers may lead to theflooding of the vessels’ holds. If flooding occurs in the forward holds, the bulk cargo may become so waterlogged that the bulkhead may buckle under the resulting pressure, leading toloss of a vessel. If we are unable to adequately maintain our vessels, we may be unable to prevent these events. If our vessels suffer damage, they may need to be repaired at adrydocking facility for substantial and unpredictable costs that may not be fully covered by insurance. Space at drydocking facilities is sometimes limited, and not all drydockingfacilities are conveniently located. The total loss or damage of any of our vessels or cargoes could harm our reputation as a safe and reliable vessel owner and operator. Any of thesecircumstances or events may have a material adverse effect on our business, results of operations, cash flows and financial condition. 14 Table of ContentsIf our vessels call on ports or territories located in countries that are subject to restrictions, sanctions, or embargoes imposed by the United States government, the European Union(“EU”), the United Nations (“UN”), or other governments, it could lead to monetary fines or other penalties and adversely affect our reputation and the price for our common shares.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 ofcountries, individuals or entities they consider to be state sponsors of terrorism, involved in prohibited development of certain weapons or engaged in human rights violations. Fromtime to time on charterers’ instructions, our vessels have called and may again call at ports located in countries subject to sanctions and embargoes imposed by the United States, theEuropean Union, the United Nations and other governments and their agencies, including ports in Iran, Syria and Sudan.The applicable 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 suchsanctions and embargo laws and regulations may be amended or expanded over time. We endeavor to take precautions to ensure that our customers are prohibited from entering anycountries or conducting any trade which will breach U.S. government, EU, UN or any applicable sanctions regulation. However, on such customers’ instructions, and without ourconsent, there is a risk that our vessels may call on ports in countries or territories that violate such sanctions or embargoes.Any violation of sanctions or embargo laws and regulations could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest,or not to invest, in us. Additionally, some investors may decide to divest their interest, or not to invest, in us simply because our vessels called a sanctionable area, even if that callwould not breach any applicable sanctions regulation, or we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicablesanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. War,terrorism, civil unrest and governmental actions in these and surrounding countries may adversely affect investor perception of the value of our common stock.Fuel, or bunker, prices and marine fuel availability may adversely affect our profits.Since we expect to primarily employ our vessels in the spot market, we expect that vessel fuel, known as bunkers, will be one of the largest single expense items in our shippingoperations for our vessels. Changes in fuel prices have adversely affected our profitability in the past and may adversely affect our profitability in the future. The price and supply of fuelare unpredictable and fluctuate based on events outside our control, including geopolitical developments (such as the ongoing military conflict between Russia and Ukraine), supplyand demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions,regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce our profitability and competitiveness of ourbusiness versus other forms of transportation, such as truck or rail. Lastly, if sulfur emissions regulations are relaxed in the future, or if the cost differential between low sulfur fuel andhigh sulfur fuel is lower than anticipated, we may not realize the economic benefits of the Scrubber Retrofitting Program, as further defined below under “Item 4. Information on theCompany - B. Business Overview - Our Fleet.” As a result, we may experience a material, adverse effect on our financial condition and results of operations due to any of the foregoingchanges. 15 Table of ContentsThe smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.Our vessels may call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels arefound 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 regulatoryclaims or restrictions which could have an adverse effect on our reputation, business, financial condition, results of operations and cash flows.Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims ordamages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of ourvessels could interrupt our cash flow and 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 which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned orcontrolled by the same owner. Claimants could attempt to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels.Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes its owner, whilerequisition for hire occurs when a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during periods of waror emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or moreof our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues.Failure to comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws could result in fines, criminal penalties, charter terminations and anadverse effect on our business.We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance withapplicable anti-corruption laws, including the FCPA. We are subject, however, to the risk that we, our affiliated entities or respective officers, directors, employees and agents may takeactions determined to be in violation of such anti-corruption laws. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment ofoperations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage ourreputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and time- and attention-consuming for our seniormanagement.Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could have an adverse impact on ourresults of operations.We generate all of our revenues in U.S. dollars, and the majority of our expenses are denominated in U.S. dollars. However, a portion of our ship operating and administrative expensesare denominated in currencies other than U.S. dollars. If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business,results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected. 16 Table of Contents Our operating results are subject to seasonal fluctuations.We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result in volatility in our operatingresults to the extent that we enter into new charter agreements or renew existing agreements during a time when charter rates are weaker or we operate our vessels on the spot market orindex based time charters, which may result in quarter-to-quarter volatility in our operating results. The dry bulk sector is typically stronger during the second half of the year inanticipation of increased consumption of coal and other raw materials in the northern hemisphere. In addition, unpredictable weather patterns in these months tend to disrupt vesselscheduling and supplies of certain commodities. Since we charter our vessels principally in the spot market, our revenues from our dry bulk carriers may be weaker during the fiscalquarters ended March 31 and June 30, and stronger during the fiscal quarters ended September 30 and December 31.Acts of piracy on ocean-going vessels could adversely affect our business.Acts of piracy have historically affected ocean-going vessels trading in certain regions of the world, such as the South China Sea and the Gulf of Aden. Piracy continues to occur in theGulf of Aden, off the coast of Somalia, and increasingly in the Gulf of Guinea. We consider potential acts of piracy to be a material risk to the international shipping industry, andprotection against this risk requires vigilance. Our vessels regularly travel through regions where pirates are active. We may not be adequately insured to cover losses from acts ofterrorism, 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.Crew costs could also increase in such circumstances.Risks Related to Our CompanyWe may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and cause us to fail to comply with the terms of our debt agreements which couldadversely affect our business, including our ability to refinance our indebtedness and pay dividends.If the dry bulk shipping market declines over a prolonged period of time, we may have insufficient liquidity to fund ongoing operations or satisfy our obligations under our creditfacilities, which may lead to a default under one or more of our credit facilities. In addition, our outstanding debt agreements impose on us certain operating and financial restrictions andrequire us or our subsidiaries to maintain various financial ratios. See “Item 5. Operating and Financial Review and Prospects - Liquidity and Capital Resources - Senior Secured CreditFacilities - Credit Facility Covenants” for further details. Therefore, we may need to seek permission from our lenders in order to engage in certain corporate actions, which permission wemay be unable to obtain. This may prevent us from taking actions that are in our best interest and from executing our business strategy and may limit our ability to pay dividends andfinance our future operations. Further, a breach of any of the covenants in, or our inability to maintain the required financial ratios under, our debt agreements could result in a defaultthereunder. If a default occurs under our credit facilities, the lenders could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due andpayable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets (considering the cross default provisions included in our debtagreements), which would have a material adverse effect on our business, results of operations and financial condition.Volatility in the London Interbank Offered Rate (“LIBOR”), the cessation of LIBOR and replacement of our interest rate in our debt agreements could affect our earnings and cashflow.On March 5, 2021, the U.K. Financial Conduct Authority announced the future cessation or loss of representativeness of LIBOR as currently published by the ICE BenchmarkAdministration (“IBA”) with a target date immediately after June 30, 2023. As of the date of this report, the majority of our indebtedness accrues interest based on LIBOR. TheAlternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, has identified the Secured Overnight Finance Rate (“SOFR”) as publishedby the Federal Reserve Bank of New York as the preferred alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. treasury repo market. SOFRis now the predominant interest rate being used across cash and derivatives markets and the one we expect to use following the transition away from LIBOR. The impact of such atransition from LIBOR to SOFR could be significant for us. In light of the upcoming transition we have added fallback language to existing debt tied to LIBOR and in some cases agreedto pricing adjustments in our credit agreements. In particular, in certain cases the fallback language provides for the implementation of the so called “hardwire approach” where even thepricing adjustment (the Credit Adjustment Spread or “CAS”) is agreed to in advance, and in other cases the fallback language provides for a negotiation framework and timing inadvance of the expected transition. In addition, all loan agreements executed since June 2022 are already based on SOFR, with aggregate initial loan amounts of approximately $430.0million. As of December 31, 2022, our obligations under our bank loans and lease financings which accrue interest based on LIBOR with maturities extending past June 30, 2023amounted to $911.5 million. We are in active discussions with our lenders for our remaining loan and lease agreements that we do not expect to refinance before the transition date to addthe relevant transition language. In order to manage our exposure to interest rate fluctuations under LIBOR or SOFR, we have and may from time to time use interest rate derivatives toeffectively fix some of our floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverseinterest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest ratederivatives may require us to post cash as collateral, which may impact our free cash position. Interest rate derivatives may also be impacted by the transition from LIBOR to SOFR. Foradditional information, see “Item 5. Operating and Financial Review and Prospects –– Liquidity and Capital Resources –– Senior Secured Credit Facilities.” 17 Table of ContentsWe rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business.The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depends on computerhardware and software systems, which are increasingly vulnerable to security breaches and other disruptions. Our vessels rely on information systems for a significant part of theiroperations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management. We have in place safety andsecurity measures on our vessels and onshore operations to secure our vessels against cybersecurity attacks and any disruption to their information systems. However, these measuresand technology may not adequately prevent security breaches which are constantly evolving and have become increasing sophisticated. If security threats are not recognized ordetected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbateany damage we experience. A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision, grounding and propulsion failure.Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our informationsystems. However, these measures and technology may not adequately prevent security breaches. In addition, the foregoing events could result in violations of applicable privacy andother laws. If confidential information is inappropriately accessed and used by a third party or an employee for illegal purposes, we may be responsible to the affected individuals for anylosses they may have incurred as a result of misappropriation. In such an instance, we may also be subject to regulatory action, investigation or liable to a governmental authority forfines or penalties associated with a lapse in the integrity and security of our information systems.We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. A cyber-attackcould also lead to litigation, fines, other remedial action, heightened regulatory scrutiny and diminished customer confidence. In addition, our remediation efforts may not be successful,and we may not have adequate insurance to cover these losses. The unavailability of the information systems or the failure of these systems to perform as anticipated for any reasoncould disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Moreover, cyber-attacks against theUkrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine. To the extent such attacks havecollateral effects on global critical infrastructure or financial institutions or us, such developments could adversely affect our business, operating results and financial condition. At thistime, it is difficult to assess the likelihood of such threat and any potential impact at this time. 18 Table of ContentsWe are subject to certain risks with respect to our counterparties on contracts.We have entered into, and may enter in the future into, various contracts, including charter parties and contracts of affreightment with our customers, newbuilding contracts withshipyards, credit facilities with our lenders and operating leases as charterers. These agreements subject us to counterparty risks. The ability of each of our counterparties to perform itsobligations 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 ofthe maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, and various expenses. Should our counterparties fail tohonor their obligations under agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, financial condition, results ofoperations and cash flows.We may not have adequate insurance to compensate us if we lose our vessels or they suffer significant damages or to compensate third parties for any damages to their property.In the event of a casualty to a vessel or other catastrophic event, we rely on our insurance to pay the insured value of the vessel or the damages incurred. Through our managementagreements with our technical managers, we procure insurance for the vessels in our fleet against those risks that we believe the shipping industry commonly insures against. Thisinsurance includes marine hull and machinery insurance, protection insurance and indemnity insurance, which include pollution risks and crew insurances, and war risk insurance.Currently, the amount of coverage for liability for pollution, spillage and leakage available to us on commercially reasonable terms through protection and indemnity associations andproviders of excess coverage is $1.0 billion per vessel per occurrence. We may not be adequately insured against all risks. We may not be able to obtain adequate insurance coverage forour fleet in the future, and we may not be able to obtain certain insurance coverages. The insurers may not pay particular claims. Our insurance policies may contain deductibles forwhich we will be responsible and limitations and exclusions which may increase our costs or lower our revenue. Moreover, insurers may default on claims they are required to pay. Inaddition, we may be subject to increased premium payments, or calls, in amounts based on our claim records and the claim records of our fleet managers as well as the claim records ofother members of the protection and indemnity associations (P&I Associations) through which we receive insurance coverage for tort liability, including pollution-related liability. Ourpayment of these calls and any significant loss or liability for which we are not insured could have a material adverse effect on our business and financial condition.We depend upon third party and/or affiliated managers to provide the technical management of our fleet.We have contracted the technical management of certain portion of our fleet, including crewing, maintenance, and repair services, to third party and/or affiliated technical managementcompanies. The failure of these technical managers to perform their obligations could materially and adversely affect our business, results of operations, cash flows, financial conditionand ability to pay dividends. Although we may have rights against our third party and/or affiliated managers if they default on their obligations to us, our shareholders will share thatrecourse only indirectly to the extent that we recover funds.The aging of our fleet and our practice of purchasing and operating secondhand vessels may result in increased operating costs and vessels off- hire, which could adversely affect ourearnings.Our current business strategy includes additional growth which may, in addition to the acquisition of newbuilding vessels, include the acquisition of modern secondhand vessels. Whilewe expect that we would typically inspect secondhand vessels prior to acquisition, this does not provide us with the same knowledge about their condition that we would have had ifthese vessels had been built for and operated exclusively by us. Generally, we, as a purchaser of secondhand vessels will not receive the benefit of warranties from the builders for thesecondhand vessels that we acquire. In addition, unforeseen maintenance, repairs, special surveys or dry docking may be necessary for acquired secondhand vessels, which could alsoincrease our costs and reduce our ability to employ the vessel to generate revenue. In general, the cost of maintaining a vessel in good operating condition increases with the age of thevessel. As our vessels age, they will typically become less fuel-efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology.Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related tothe age of vessels 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 our vessels age, market conditions may not justify those expenditures or may not enable us to operate our vessels profitably during the remainder of their useful lives. In addition, ifnew dry bulk carriers are built that are more efficient or more flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels couldadversely affect the amount of charter hire payments we receive for our vessels once their initial charters expire and the resale value of our vessels could significantly decrease. 19 Table of ContentsWe may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, shareholder litigation, personal injury claims,environmental claims or proceedings, asbestos and other toxic tort claims, property casualty claims, employment matters, governmental claims for taxes or duties, and other litigation thatarises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or otherlitigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficientin all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition.We may have difficulty managing our planned growth properly.Historically, we have grown through acquisitions and building newbuilding vessels. One of our strategies is to continue expanding our operations and fleet. Our future growth willprimarily depend upon a number of factors, some of which may not be within our control, including our ability to: identify suitable dry bulk carriers, including newbuilding slots atshipyards and/or shipping companies for acquisitions at attractive prices; obtain required financing for our existing and new operations; identify businesses engaged in managing,operating or owning dry bulk carriers for acquisitions or joint ventures; integrate any acquired dry bulk carriers or businesses successfully with our existing operations, includingobtaining any approvals and qualifications necessary to operate vessels that we acquire; hire, train and retain qualified personnel and crew to manage and operate our growing businessand fleet; identify new markets; enhance our customer base; and improve our operating, financial and accounting systems and controls. Our failure to effectively identify, acquire,develop and integrate any dry bulk carriers or businesses could adversely affect our business, financial condition and results of operations. The number of employees that performservices for us and our current operating and financial systems may not be adequate as we implement our plan to expand our fleet size in the dry bulk sector, and we may not be able toeffectively hire more employees or adequately improve those systems. In addition, our growth through acquisitions and investments bears inherent risks including: the possibility thatwe may not receive a favorable return on our investments or that we may incur losses therefrom, or the original investment may become impaired; failure to satisfy or set effectivestrategic objectives; our assumption of known or unknown liabilities or other unanticipated events or circumstances, the diversion of management’s attention from normal dailyoperations of the business; difficulties in integrating the operations, technologies, products and personnel of an acquired company or its assets; difficulties in supporting acquiredoperations, difficulties or delays in the transfer of vessels, equipment or personnel; failure to retain key personnel, unexpected capital equipment outlays and related expenses;insufficient revenues to offset increased expenses associated with acquisitions; under-performance problems with acquired assets or operations, issuance of common shares that coulddilute our current shareholders; recording of goodwill and non-amortizable intangible assets that will be subject to periodic impairment testing and potential impairment charges againstour future earnings; the opportunity cost associated with committing capital in such investments; undisclosed defects, damage, maintenance requirements or similar matters relating toacquired vessels; and becoming subject to litigation.We may not be able to address these risks successfully without substantial expense, delay or other operational or financial issues. Any delays or other such operations or financialissues could adversely impact our business, financial condition and results of operations. We cannot give any assurance that we will be successful in executing our growth plans, obtainappropriate financings on a timely basis or on terms we deem reasonable or acceptable or that we will not incur significant expenses and losses in connection with our future growth. 20 Table of ContentsRisks Related to TaxationA change in tax laws, treaties or regulations, or their interpretation 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 taxlaws, treaties or regulations, or in the interpretation thereof, or in and between countries in which we operate, could result in a materially high tax expense or higher effective tax rate onour worldwide earnings, and such change could be significant to our financial results. If any tax authority successfully challenges our operational structure, intercompany pricingpolicies or the taxable presence of our key subsidiaries in certain countries, or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if welose 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 theseoperations 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. Suchtaxation 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 sharesarising in an investor’s particular situation under U.S. federal, state, local and foreign law.The Internal Revenue Service could treat us as a “passive foreign investment company,” (or “PFIC”) which could have adverse U.S. federal income tax consequences to U.S.shareholders.As further described under “Item 10. Additional Information –– E. Taxation –– U.S. Federal Income Taxation of U.S. Holders” we believe that we currently are not a PFIC, and we do notexpect to become a PFIC in the future. However, there is no direct legal authority under the PFIC rules addressing our characterization of income from our voyage and time charteringactivities nor our characterization of contracts for newbuilding vessels, if any. Moreover, the determination of PFIC status for any year can only be made on an annual basis after the endof such taxable year and will depend on the composition of our income, assets and operations from time to time. Because of the above described uncertainties, there can be no assurancethat the Internal Revenue Service will not challenge the determination made by us concerning our PFIC status or that we will not be a PFIC for any taxable year. If we were classified as aPFIC for any taxable year during which a U.S. shareholder owns common shares (regardless of whether we continue to be a PFIC), the U.S. shareholder would be subject to specialadverse rules, including taxation at maximum ordinary income rates plus an interest charge on both gains on sale and certain dividends, unless the U.S. shareholder makes an election tobe taxed under an alternative regime. Certain elections may be available to U.S. shareholders if we were classified as a PFIC.Risks Related to Our Relationships with Mr. Pappas, Oaktree and Other PartiesAffiliates of Oaktree own a significant portion of our common shares, subject to certain restrictions on voting, acquisitions and dispositions thereof.As of February 16, 2023, Oaktree and its affiliates beneficially own 26,067,483 common shares, representing approximately 25.3% of our outstanding common shares. However, pursuantto the Oaktree Shareholders Agreement, Oaktree and certain affiliates thereof have agreed to voting restrictions, ownership limitations and standstill restrictions. See “Item 7. MajorShareholders and Related Party Transactions-B. Related Party Transactions - Oaktree Shareholders Agreement” for further details. Despite the foregoing limitations, Oaktree and itsaffiliates are able to exert considerable influence over us. Oaktree and its affiliates may be able to prevent or delay a change of control of us and could preclude any unsolicitedacquisition of us. The concentration of ownership and voting power in Oaktree may make some transactions more difficult or impossible without Oaktree’s support, even if such eventsare in the best interests of our other shareholders and/or may have an adverse effect on the price of our common shares. As a result of such influence, we may take actions that our othershareholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment to decline. Additionally,Oaktree is in the business of making investments in companies and currently holds and may from time to time in the future acquire, interests in the shipping industry that directly orindirectly compete with certain portions of our business. If Oaktree pursues acquisitions or makes further investments in the shipping industry, those acquisitions and investmentopportunities may not be available to us, and we have agreed to renounce any interest or expectancy in, or in being offered an opportunity to participate in, any corporate opportunitiesthat may be presented to or become known to Oaktree or any of its affiliates. In addition, the members of the Board of Directors (“Board of Directors”) nominated by Oaktree will havefiduciary duties to us and in addition may have duties to Oaktree. As a result, such circumstances may entail real or apparent conflicts of interest with respect to matters affecting bothus and Oaktree, whose interests, in some circumstances, may be adverse to ours. 21 Table of ContentsMembers of management and our directors may have relationships and affiliations with other entities that could create conflicts of interest.While we do not expect our Chief Executive Officer, Mr. Petros Pappas, will have any material relationships with any companies in the dry bulk shipping industry other than us, he willcontinue to be involved in other areas of the shipping industry, which could cause conflicts of interest not in the best interest of us or our shareholders. This could result in an adverseeffect on our business, financial condition, results of operations and cash flows. We use our best efforts to ensure compliance with all applicable laws and regulations in addressingsuch conflicts of interest. In addition, our executive officers participate in business activities not associated with us, including serving as members of the management teams ofOceanbulk Maritime S.A, a dry cargo shipping company, and PST Tankers LLC, a joint venture between Oaktree and entities controlled by Mr. Pappas’ family involved in the producttanker businesses, and are not required to work full-time on our affairs. Initially, we expect that each of our executive officers will devote a substantial portion of his/her business time tothe management of our Company.Our executive officers may devote less time to us than if they were not engaged in other business activities and may owe fiduciary duties to the shareholders of other companies withwhich they may be affiliated, including those companies listed above. Three of our directors are affiliated with Oaktree. Our Oaktree-affiliated directors have fiduciary duties to us and toOaktree. In addition, under the Oaktree Shareholders Agreements, none of our officers or directors who is also an officer, director, employee or other affiliate of Oaktree or an officer,director or employee of an affiliate of Oaktree will be liable to us or our shareholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporateopportunity to Oaktree or its affiliates instead of us, or does not communicate information regarding a corporate opportunity to us that such person or affiliate has directed to Oaktree orits affiliates. As a result, such circumstances may entail real or apparent conflicts of interest with respect to matters affecting both us and Oaktree, whose interests, in somecircumstances, may be adverse to ours. In addition, as a result of Oaktree’s ownership interest, conflicts of interest could arise with respect to transactions involving business dealingsbetween us and Oaktree or their affiliates, including potential business transactions, potential acquisitions of businesses or properties, the issuance of additional securities, the paymentof dividends by us and other matters. This structure may create conflicts of interest in matters involving or affecting us and our customers and it is not certain that any of these conflictsof interest will be resolved in our favor. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel, both shoreside personnel and crew. In crewing our vessels, we requiretechnically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members and shoreside personnel isintense due to the increase in the size of the global shipping fleet. In addition, if we are not able to obtain higher charter rates to compensate for any crew cost and salary increases, or ifwe cannot hire, train and retain a sufficient number of qualified employees, we may be unable to manage, maintain and grow our business, which could have a material adverse effect onour business, financial condition, results of operations and cash flows.Our reliance upon “foreign private issuer” exemptions may afford less protection to holders of our common shares.Nasdaq Global Select Market’s (“Nasdaq”) corporate governance rules require, subject to exceptions, listed companies to have, among other things, a majority of their board members beindependent and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a “foreign private issuer” (as defined in Rule3b-4 of the Exchange Act), or FPI, we may follow the laws of the Republic of the Marshall Islands, our home country, with respect to the foregoing requirements. For example, althoughour Board of Directors currently includes nine members who would likely be deemed independent under the Nasdaq rules, we may in the future have less than a majority of directors whowould be deemed independent, as permitted under Marshall Islands law. In addition, as a FPI we are not required to comply with all of the periodic disclosure and current reportingrequirements of the Exchange Act applicable to U.S. domestic companies whose securities are registered under the Exchange Act. 22 Table of ContentsRisks Related to Our Corporate Structure and Our Common SharesWe are a holding company and 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. We have no significant assets other than the equity interests in oursubsidiaries. Our ability to satisfy our financial obligations and to make dividend payments in the future depends on our subsidiaries and their ability to distribute funds to us. If we areunable to obtain funds from our subsidiaries, our Board of Directors may exercise its discretion not to declare or pay dividends. We do not intend to obtain funds from other sources topay dividends. Furthermore, certain of our outstanding financing arrangements restrict the ability of some of our subsidiaries to pay us dividends under certain circumstances, such as ifan event of default exists.We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its marketprice.We may require additional capital to expand our business and increase revenues, add liquidity in response to negative economic conditions, meet unexpected liquidity needs, and reduceour outstanding debt. To the extent our existing capital and borrowing capabilities are insufficient, we will need to raise additional funds through debt or equity financings, includingofferings of our common stock, securities convertible into our common stock, or rights to acquire our common stock or curtail our growth and reduce our assets or restructurearrangements with existing security holders. Any equity or debt financing, or additional borrowings, if available at all, may be on terms that are not favorable to us. Equity financingscould result in dilution to our stockholders, and the securities issued in future financings may have rights, preferences, and privileges that are senior to those of our common stock. Tothe extent that an existing shareholder does not purchase shares of voting stock, that shareholder’s interest in our Company will be diluted, representing a smaller percentage of the votein our Board of Directors’ elections and other shareholder decisions. If our need for capital arises because of significant losses, the occurrence of these losses may make it more difficultfor us to raise the necessary capital. If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our businessor respond to competitive pressures or unanticipated requirements.Our financing arrangements impose a number of restrictions on our ability to pay dividends, and we may not be able to pay dividends even though we have an established dividendpolicy.Under the terms of a number of our outstanding financing arrangements, we are subject to various restrictions on our ability to pay dividends. Our financing arrangements prevent usfrom paying dividends if an event of default exists under our credit facilities or if certain financial ratios are not met. See “Item 5. Operating and Financial Review and Prospects –Liquidity and Capital Resources – Senior Secured Credit Facilities –– Credit Facility Covenants” for further details. In general, when dividends are paid, they are distributed from ouroperating surplus, in amounts that allow us to retain a portion of our cash flows to fund vessel or fleet acquisitions and for debt repayment and other corporate purposes, as determinedby our management and Board of Directors. In addition, the declaration and payment of dividends, if any, will be subject at all times to the discretion of our Board of Directors. Thetiming and amount of dividends, if any, will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loanagreements, if any, the provisions of Marshall Islands law affecting the payment of dividends, future changes in our dividend policy, and other factors, many of which may be beyondour control. Furthermore, the dry bulk shipping industry is volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends inany period. In addition, any new shares of common stock issued will increase the cash required to pay future dividends. 23 Table of ContentsThe laws of the Republic of Marshall Islands generally prohibit the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the saleof 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 would be renderedinsolvent 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 orsurplus to make distributions to us. We can give no assurance that dividends will be paid at any level or at all.Because we are organized under the laws of the Marshall Islands and because substantially all of our assets are located outside of the United States, it may be difficult to serve us withlegal process or enforce judgments against us, our directors or our management.We are organized under the laws of the Marshall Islands and substantially all of our assets are located outside of the United States. In addition, the majority of our directors and officersare or will be non-residents of the United States and all or a substantial portion of the assets of these non- residents are located outside of the United States. As a result, it may bedifficult or impossible for you to bring an action against us or against our directors and officers in the United States if you believe that your rights have been infringed under securitieslaws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing ajudgment against our assets or the assets of our directors or officers.We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law.Our corporate affairs are governed by our Fourth Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Third Amended and Restated Bylaws (the“Bylaws”) and by the Marshall Islands Business Corporations Act (the “MIBCA”). The provisions of the MIBCA resemble provisions of the corporation laws of a number of states inthe United States. However, there have been few judicial cases in the Marshall Islands interpreting the MIBCA. The rights and fiduciary responsibilities of directors under the laws of theMarshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in the United States. The rights ofshareholders of companies incorporated in the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States. While the MIBCA providesthat 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, court casesinterpreting the MIBCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts. Thus, you may havemore 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 aUnited States jurisdiction that has developed a relatively more substantial body of case law. Additionally, the Republic of the Marshall Islands does not have a legal provision forbankruptcy or a general statutory mechanism for insolvency proceedings. As such, any bankruptcy action involving our Company would have to be initiated outside of the MarshallIslands, and our shareholders and creditors may experience delays in their ability to recover their claims after any such insolvency or bankruptcy.The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.We are incorporated under the laws of the Republic of the Marshall Islands and certain of our subsidiaries are also incorporated under the laws of the Republic of the Marshall Islands,Liberia, British Virgin Islands, Cyprus, Malta, Singapore and Germany, and we conduct operations in countries around the world.The Marshall Islands has passed an act implementing the U.N. Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency, or the Model Law. Theadoption of the Model Law is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation andcoordination between jurisdictions. Notably, the Model Law does not alter the substantive insolvency laws of any jurisdiction and does not create a bankruptcy code in the MarshallIslands. Instead, the Act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with access to courts in the MarshallIslands, and the cooperation with foreign courts. Consequently, in the event of any bankruptcy, insolvency or similar proceedings involving us or one of our subsidiaries, bankruptcylaws other than those of the United States could apply. We have limited operations in the United States. If we become a debtor under the United States bankruptcy laws, bankruptcycourts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however,that we would become a debtor in the United States or that a United States bankruptcy court would be entitled to, or accept, jurisdiction over such bankruptcy case or that courts inother countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it hadjurisdiction. 24 Table of ContentsFuture sales of our common shares could cause the market price of our common shares to decline.Our Articles of Incorporation authorize us to issue 300,000,000 common shares, of which 102,857,416 shares were issued and outstanding as of December 31, 2022. In addition, certainshareholders hold registration rights, see “Item 7. Major Shareholders and Related Party Transactions --A. Major Shareholders.” Furthermore pursuant to our two currently effective, At-the-Market offering programs, we may offer and sell a number of our common shares, having an aggregate offering price of up to $150 million at any time and from time to time. As ofDecember 31, 2022, cumulative gross proceeds under our At-the-Market offering programs were $20.2 million. Sales of a substantial number of our common shares in the public market, orthe perception that these sales could occur, may depress the market price for our common shares. These sales could also impair our ability to raise additional capital through the sale ofour equity securities in the future. We intend to issue additional common shares in the future. Our shareholders may incur dilution from any future equity offering and upon the issuanceof additional common shares pursuant to our equity incentive plans.We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted.There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which could have an adverse effecton the market price of, and the efficiency of the trading market for, our common shares and could cause a default under certain senior secured credit facilities.The price of our common shares may be highly volatile.The price of our common shares may fluctuate due to factors such as: actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in ourindustry; mergers and strategic alliances in the dry bulk shipping industry; market conditions in the dry bulk shipping industry; changes in market valuations of companies in ourindustry; changes in government regulation; the failure of securities analysts to publish research about us, or shortfalls in our operating results from levels forecast by securitiesanalysts; announcements concerning us or our competitors; and the general state of the securities markets. Hence, the market for our common shares may be unpredictable and volatile.Further, there may be no continuing active or liquid public market for our common shares. Consequently, you may not be able to sell the common shares at prices equal to or greater thanthose paid by you, or you may not be able to sell them at all. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted againstcompanies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affectour business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current levels.Anti-takeover provisions in our organizational documents could have the effect of discouraging, delaying or preventing a merger or acquisition, or could make it difficult for ourshareholders to replace or remove our current Board of Directors, which could adversely affect the market price of our common shares.Several provisions of our Articles of Incorporation and our Bylaws could make it difficult for our shareholders to change the composition of our Board of Directors in any one year,preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders mayconsider favorable. These provisions include: authorizing our Board of Directors to issue “blank check” preferred stock without shareholder approval; providing for a classified Board ofDirectors with staggered, three-year terms; establishing certain advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can beacted on by shareholders at shareholder meetings; prohibiting cumulative voting in the election of directors; limiting the persons who may call special meetings of shareholders;authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of our outstanding common shares entitled to vote for the directors;and establishing supermajority voting provisions with respect to amendments to certain provisions of our Articles of Incorporation and our Bylaws. These anti-takeover provisionscould substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and yourability to realize any potential change of control premium. 25 Table of ContentsItem 4.Information on the CompanyA. History and Development of the CompanyStar Bulk Carriers Corp. was incorporated in the Marshall Islands on December 13, 2006. Our executive offices are located at c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str.,Maroussi 15124, Athens, Greece and its telephone number is 011-30-210-617-8400. Our registered office is located at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,Marshall Islands, MH 96960. The name of our registered agent at such address is The Trust Company of the Marshall Islands, Inc.Significant Changes to Our Fleet During the Years 2020 -2023On December 17, 2020, we entered into a definitive agreement with entities affiliated with E.R. Capital Holding GmbH & Cie. KG (“E.R.”), pursuant to which we agreed to acquire threeCapesize dry bulk vessels, Star Marilena, Star Bueno and Star Borneo. The vessels are retrofitted with exhaust gas cleaning systems and were delivered to us on January 26, 2021.Consideration for the acquisition was payable in the form of $39.0 million in cash and 2,100,000 of our common shares, which shares were issued on January 26, 2021 to E.R. Inconnection with this transaction, we granted E.R. certain registration rights and registered the resale of 2,100,000 common shares.On February 2, 2021, we entered into an agreement with Eneti Inc. (NYSE: NETI), or Eneti, formerly known as Scorpio Bulkers Inc., and certain other parties to acquire seven vessels,consisting of three Ultramax vessels, the Star Athena, the Star Bovarius and the Star Subaru, and four Kamsarmax vessels, the Star Capoeira, the Star Carioca, the Star Lambada andthe Star Macarena (collectively, the “Eneti Acquisition Vessels”) by assuming the outstanding lease obligations of the Eneti Acquisition Vessels. As consideration for this transactionwe agreed to issue to Eneti 3,000,000 newly issued common shares of the Company. In connection with this transaction, on February 2, 2021 we entered into a registration rightagreement with Eneti, which provided Eneti with certain demand registration rights and shelf registration rights. The transaction was completed for six out of seven vessels on March 16,2021, on which date we issued 2,649,203 of our common shares and assumed the outstanding lease obligations attributable to these six vessels of $86.9 million. On May 19, 2021 we tookdelivery of Star Athena, the seventh and final vessel. We issued to the relevant affiliates of Eneti 350,797 common shares representing the share consideration for the seventh vessel andwe assumed the outstanding lease obligations of $12.7 million associated with the vessel. In addition, we paid an amount of $0.5 million per vessel to the lessors as security for ourobligations which amount will progressively be released until May 2025.On March 3, 2021, we entered into a definitive agreement with a third party to acquire two Eco-type resale 82,000 dwt Kamsarmax vessels, the Star Elizabeth and Star Pavlina, (the“Kamsarmax Resale Vessels”) at a price of $55.0 million in aggregate. The Kamsarmax Resale Vessels were delivered to us on May 25, 2021 and June 16, 2021, respectively, directly fromYAMIC yard (a joint venture between Mitsui and New Yangzijiang).From time to time, in response to changing market conditions, we have disposed certain of our vessels (the majority of which were older vessels) and have sold, cancelled or transferredsome of our newbuilding vessels. As a result, we currently have a fleet of 128 vessels, with an aggregate capacity of 14.1 million dwt, consisting of Newcastlemax, Capesize, PostPanamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with carrying capacities between 52,425 dwt and 209,529 dwt.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 andother 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 inspectreports 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. Thesedocuments and other important information on our governance are posted on our website and may be viewed at https://www.starbulk.com. 26 Table of ContentsB. Business OverviewWe are a leading global shipping company that owns and operates a modern and diverse fleet of dry bulk vessels. Our vessels transport a broad range of major and minor bulkcommodities, including iron ore, minerals and grain, bauxite, fertilizers and steel products, along worldwide shipping routes. Our executive management team, which has extensiveshipping industry expertise, is led by Mr. Petros Pappas, who has more than 45 years of shipping experience and has managed hundreds of vessel acquisitions and dispositions.We are committed to integrating Environmental, Social and Governance (“ESG”) practices into our operational and strategic decision making within the scope of our vision to be a leaderin sustainable dry bulk shipping. In this respect we are a signatory to the United Nations (UN) Global Compact supporting its Ten Principles on areas of human rights, labor, environmentand anticorruption and committing to the broader Sustainable Development Goals of the United Nations. In addition, we publish an annual ESG Report, which presents our ESG strategyand goals, identifies ESG related risks, and reports on our ESG performance across all our business operations. In November 2022, we released our fourth annual ESG Report. All of ourESG Reports may be found on our website at www.starbulk.com. The information on our website is not incorporated by reference into this annual report.Our ESG Performance:EnvironmentWe comply with all applicable environmental regulations in a timely and efficient manner, and we implement measures to further reduce our carbon footprint, improve our environmentalperformance and protect the marine environment. We continuously monitor the performance of our vessels through telemetry and advanced data management systems and take action toimprove the energy efficiency of our fleet both operationally and technically, in view of the greenhouse gas (GHG) strategy set for 2030 and 2050 by the International MaritimeOrganization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”).·We have retrofitted our fleet with Exhaust Gas Cleaning Systems (“EGCS”) in order to comply with emissions standards, titled IMO- 2020, set by the IMO.·We have an ongoing retrofit program across our entire fleet to comply with the IMO’s Ballast Water Management Convention.·We participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with thepolicies and ambitions of the IMO to reduce shipping’s total annual GHG emissions by at least 50% by 2050.·We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity ofthe chartering activities of these vessels.·We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmentalinitiatives, such as the Global Maritime Forum, the Getting to Zero Coalition, the Clean Shipping Alliance, and the Hellenic Marine Environment Protection Association.·We are active participants in the Global Maritime Forum’s Green Corridor project, being signatories to a consortium which assesses the development of an iron ore GreenCorridor between Australia and East Asia. The consortium will explore the appropriate conditions to create demand and to feasibly scale zero or near-zero-GHG emissionshipping on the corridor.·We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect to:-the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO2 footprint; 27 Table of Contents -the installation of energy-saving devices, such as propeller ducts, which aim to reduce the required propulsion power and CO2 emissions of our vessels;-piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy efficiency;-the techno-economic feasibility assessment of several zero-emission fuels, including biofuels and green-hydrogen derived fuels such as methanol and ammonia;-onboard carbon capture technologies, leveraging also our existing exhaust gas cleaning systems; and-the testing of advanced wash-water filtration system onboard our vessels to enable the removal of micro-plastics from port waters.SocialWe are focused on continuously improving our social impact, including with respect to the health, safety and wellbeing of employees, both on board and ashore, to operationalexcellence, and to community support.·The health, safety, security and well-being of our people at sea and on shore is our top priority, especially during the COVID-19 pandemic and the conflict between Russia andUkraine. For more information with respect to our response to the COVID-19 pandemic and the conflict between Russia and Ukraine, please visit our ESG Report, which may befound on our website at www.starbulk.com. The information on our website is not incorporated by reference into this annual report. We are a signatory to the NeptuneDeclaration on Seafarer Wellbeing, which promotes the health and safety of seafarers. We are also signatories of the Gulf of Guinea Declaration on Suppression of Piracy.·We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification.·We maintain high retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people.·During 2022, we implemented a new employee well-being program, which includes but is not limited to flexible working schemes, psychological support services, and employeeengagement activities.·We are consistently among the top ranked dry bulk operators globally in the RightShip Safety Score.·Our community investment activities focus on, but are not limited to, supporting vulnerable groups, sports and youth education in Greece. During 2022 and in collaborationwith UNICEF, we also supported Ukrainian women and children who have fled to Greece.GovernanceWe apply corporate governance best practices, adhere to high ethical principles and ensure the high commercial performance of our fleet.·The Company is governed by a diverse and experienced, majority independent Board of Directors.·We have a transparent Code of Ethics and Anti-Corruption Policy in place.·We implement strong internal controls structured to ensure robust risk management.·We continuously cultivate an open reporting culture with respect to any violations of the Code of Ethics.·During 2022, we established an ESG Committee at a Board level to guide and support the company’s ESG strategy. 28 Table of Contents ·We deploy advanced Enterprise Resource Planning and Business Intelligence systems to enable lean operations and efficient decision making, and are continuously upgradingand enhancing our cybersecurity systems, processes and policies, both in the office and on our vessels, to safeguard the Company from cyber risks.Our Decarbonization StrategyWe aspire to be frontrunners in the industry’s efforts to reduce GHG emissions and lead by example by applying new technologies and forming alliances with participants that aim todecarbonize the industry.The five pillars of our decarbonization strategy are:·Monitoring of and transparent reporting on our GHG emissions.·Improving the energy efficiency of our existing fleet.·Identifying and assessing climate related risks and opportunities.·Participating in research and development for new technologies and alternative fuels.·Developing partnerships and participating in environmental alliances.Our FleetWe have built a fleet through timely and selective acquisitions of secondhand and newbuilding vessels. Our fleet is well-positioned to take advantage of economies of scale incommercial, technical and procurement management. We have a large, modern, fuel-efficient and high-quality fleet, which emphasizes the largest Eco-type Capesize and Newcastlemaxvessels, built at leading shipyards and featuring the latest technology. As a result, we believe we will have an opportunity to capitalize on rising market demand during a period ofreduced fleet growth, customer preferences for our ships and economies of scale, while enabling us to capture the benefits of fuel cost savings through spot time charters or voyagecharters.The majority of our operating fleet is equipped with a vessel remote monitoring system that provides data to monitor fuel and lubricant consumption and efficiency on a real-time basis.While these monitoring systems are generally available in the shipping industry, we believe that they can be cost-effectively employed only by large-scale shipping operators, such asus.In addition, pursuant to the IMO sulfur cap regulations, which limited emission to 0.5% m/m sulfur content that came into force in January 2020, we decided to install scrubbers on thevast majority of our vessels (“Scrubber Retrofitting Program”). As of the date of this annual report, we have successfully completed the installation of scrubbers on 120 vessels out ofthe 128 vessels in our fleet. We believe that the new maritime regulations will have a strong impact on the maritime industry and will distinguish us from other dry bulk owners that willhave conventional dry bulk vessels that will not be able to consume less expensive bunker fuel with higher sulfur content. We believe installation of scrubbers has and will continue toincrease our competitive advantage commercially making our fleet more attractive to charterers and cargo owners.Furthermore, we are actively investing in reducing the carbon emissions of our vessels using a variety of technologies such as hull cleaning robots, voyage optimization software, lowfriction paints and installation of Energy Saving Devices (“ESD”) (mainly Mewis duct and Propeller boss cap fins) on our vessels. During the last year we have completed the installationof 15 ESD on our vessels and we are evaluating further installations in 2023. 29 Table of Contents The following tables summarize key information about our operating fleet, as of the date of this annual report:Operating Fleet Date Wholly Owned SubsidiariesVessel NameDWTDelivered to Star BulkYearBuilt1Pearl Shiptrade LLCGargantua (1)209,529April 2, 201520152Star Ennea LLCStar Gina 2GR209,475February 26, 201620163Coral Cape Shipping LLCMaharaj (1)209,472July 15, 201520154Sea Diamond Shipping LLCGoliath (1)207,999July 15, 201520155Star Castle II LLCStar Leo207,939May 14, 201820186ABY Eleven LLCStar Laetitia207,896August 3, 201820177Domus Shipping LLCStar Ariadne207,774March 28, 201720178Star Breezer LLCStar Virgo207,774March 1, 201720179Star Seeker LLCStar Libra207,727June 6, 2016201610ABY Nine LLCStar Sienna207,721August 3, 2018201711Clearwater Shipping LLCStar Marisa207,671March 11 2016201612ABY Ten LLCStar Karlie207,566August 3, 2018201613Star Castle I LLCStar Eleni207,517January 3, 2018201814Festive Shipping LLCStar Magnanimus207,490March 26, 2018201815New Era II Shipping LLCDebbie H206,823May 28, 2019201916New Era III Shipping LLCStar Ayesha206,814July 15, 2019201917New Era I Shipping LLCKatie K206,803April 16, 2019201918Cape Ocean Maritime LLCLeviathan182,466September 19, 2014201419Cape Horizon Shipping LLCPeloreus182,451July 22, 2014201420Star Nor I LLCStar Claudine181,258July 6, 2018201121Star Nor II LLCStar Ophelia180,716July 6, 2018201022Sandra Shipco LLCStar Pauline180,233December 29, 2014200823Christine Shipco LLCStar Martha180,231October 31, 2014201024Pacific Cape Shipping LLCPantagruel180,140July 11, 2014200425Star Polaris LLCStar Polaris179,648November 14, 2011201126Star Borealis LLCStar Borealis179,601September 9, 2011201127Star Nor III LLCStar Lyra179,147July 6, 2018200928Star Regg V LLCStar Borneo178,978January 26, 2021201029Star Regg VI LLCStar Bueno178,978January 26, 2021201030Star Regg IV LLCStar Marilena178,977January 26, 20212010 30 Table of Contents Date Wholly Owned SubsidiariesVessel NameDWTDelivered to Star BulkYearBuilt31Star Regg I LLCStar Marianne178,841January 14, 2019201032Star Regg II LLCStar Janni177,939January 7, 2019201033Star Trident V LLCStar Angie177,931October 29, 2014200734Sky Cape Shipping LLCBig Fish177,620July 11, 2014200435Global Cape Shipping LLCKymopolia176,948July 11, 2014200636Star Trident XXV LLCStar Triumph176,274December 8, 2017200437ABY Fourteen LLCStar Scarlett175,800August 3, 2018201438ABY Fifteen LLCStar Audrey175,125August 3, 2018201139Sea Cape Shipping LLCBig Bang174,109July 11, 2014200740ABY I LLCStar Paola115,259August 3, 2018201141ABM One LLCStar Eva106,659August 3, 2018201242Nautical Shipping LLCAmami98,648July 11, 2014201143Majestic Shipping LLCMadredeus98,648July 11, 2014201144Star Sirius LLCStar Sirius98,648March 7, 2014201145Star Vega LLCStar Vega98,648February 13, 2014201146ABY II LLCStar Aphrodite92,006August 3, 2018201147Augustea Bulk Carrier LLCStar Piera91,952August 3, 2018201048Augustea Bulk Carrier LLCStar Despoina91,945August 3, 2018201049Star Trident I LLCStar Kamila87,001September 3, 2014200550Star Nor IV LLCStar Electra83,494July 6, 2018201151Star Alta I LLCStar Angelina82,953December 5, 2014200652Star Alta II LLCStar Gwyneth82,703December 5, 2014200653Star Nor VI LLCStar Luna82,687July 6, 2018200854Star Nor V LLCStar Bianca82,672July 6, 2018200855Grain Shipping LLCPendulum82,578July 11, 2014200656Star Trident XIX LLCStar Maria82,578November 5, 2014200757Star Trident XII LLCStar Markella82,574September 29, 2014200758ABY Seven LLCStar Jeanette82,567August 3, 2018201459Star Trident IX LLCStar Danai82,554October 21, 2014200660Star Sun I LLCStar Elizabeth82,430May 25, 2021202161Star Sun II LLCStar Pavlina82,361June 16, 2021202162Star Trident XI LLCStar Georgia82,281October 14, 2014200663Star Trident VIII LLCStar Sophia82,252October 31, 2014200764Star Trident XVI LLCStar Mariella82,249September 19, 2014200665Star Trident XIV LLCStar Moira82,220November 19, 2014200666Star Trident X LLCStar Renee82,204December 18, 2014200667Star Trident XIII LLCStar Laura82,192December 8, 2014200668Star Trident XV LLCStar Jennifer82,192April 15, 2015200669Star Nor VIII LLCStar Mona82,188July 6, 2018201270Star Trident II LLCStar Nasia82,183August 29, 2014200671Star Nor VII LLCStar Astrid82,158July 6, 2018201272Star Trident XVII LLCStar Helena82,150December 29, 2014200673Star Trident XVIII LLCStar Nina82,145January 5, 2015200674Waterfront Two LLCStar Alessia81,944August 3, 2018201775Star Nor IX LLCStar Calypso81,918July 6, 20182014 31 Table of Contents Date Wholly Owned SubsidiariesVessel NameDWTDelivered to Star BulkYearBuilt76Star Elpis LLCStar Suzanna81,644May 15, 2017201377Star Gaia LLCStar Charis81,643March 22, 2017201378Mineral Shipping LLCMercurial Virgo81,502July 11, 2014201379Star Nor X LLCStardust81,502July 6, 2018201180Star Nor XI LLCStar Sky81,466July 6, 2018201081Star Zeus VI LLCStar Lambada81,272March 16, 2021201682Star Zeus I LLCStar Capoeira81,253March 16, 2021201583Star Zeus II LLCStar Carioca81,199March 16, 2021201584Star Zeus VII LLCStar Macarena81,198March 6, 2021201685ABY III LLCStar Lydia81,187August 3, 2018201386ABY IV LLCStar Nicole81,120August 3, 2018201387ABY Three LLCStar Virginia81,061August 3, 2018201588Star Nor XII LLCStar Genesis80,705July 6, 2018201089Star Nor XIII LLCStar Flame80,448July 6, 2018201190Star Trident III LLCStar Iris76,390September 8, 2014200491Star Trident XX LLCStar Emily76,339September 16, 2014200492Orion Maritime LLCIdee Fixe63,437March 25, 2015201593Primavera Shipping LLCRoberta63,404March 31, 2015201594Success Maritime LLCLaura63,377April 7, 2015201595Star Zeus III LLCStar Athena63,371May 19, 2021201596Ultra Shipping LLCKaley63,261June 26, 2015201597Blooming Navigation LLCKennadi (1)63,240January 8, 2016201698Jasmine Shipping LLCMackenzie (1)63,204March 2, 2016201699Star Lida I Shipping LLCStar Apus63,123July 16, 20192014100Star Zeus V LLCStar Bovarius61,571March 16, 20212015101Star Zeus IV LLCStar Subaru61,521March 16, 20212015102Star Nor XV LLCStar Wave61,491July 6, 20182017103Star Challenger I LLCStar Challenger (1)61,462December 12, 20132012104Star Challenger II LLCStar Fighter (1)61,455December 30, 20132013105Aurelia Shipping LLCHoney Badger (1)61,324February 27, 20152015106Star Axe II LLCStar Lutas (1)61,323January 6, 20162016107Rainbow Maritime LLCWolverine (1)61,268February 27, 20152015108Star Axe I LLCStar Antares (1)61,234October 9, 20152015109ABY Five LtdStar Monica60,935August 3, 20182015110Star Asia I LLCStar Aquarius60,873July 22, 20152015111Star Asia II LLCStar Pisces (1)60,873August 7, 20152015112Star Nor XIV LLCStar Glory58,680July 6, 20182012113Star Lida XI Shipping LLCStar Pyxis56,615August 19, 20192013114Star Lida VIII Shipping LLCStar Hydrus56,604August 8, 20192013115Star Lida IX Shipping LLCStar Cleo56,582July 15, 20192013116Star Trident VII LLCDiva56,582July 24, 20172011117Star Lida VI Shipping LLCStar Centaurus56,559September 18, 20192012118Star Lida VII Shipping LLCStar Hercules56,545July 16, 20192012119Star Lida X Shipping LLCStar Pegasus56,540July 15, 20192013 32 Table of Contents Date Wholly Owned SubsidiariesVessel NameDWTDelivered to Star BulkYearBuilt120Star Lida III Shipping LLCStar Cepheus56,539July 16, 20192012121Star Lida IV Shipping LLCStar Columba56,530July 23, 20192012122Star Lida V Shipping LLCStar Dorado56,507July 16, 20192013123Star Lida II Shipping LLCStar Aquila56,506July 15, 20192012124Star Regg III LLCStar Bright55,783October 10, 20182010125Glory Supra Shipping LLCStrange Attractor55,715July 11, 20142006126Star Omicron LLCStar Omicron53,444April 17, 20082005127Star Zeta LLCStar Zeta52,994January 2, 20082003128Star Theta LLCStar Theta52,425December 6, 20072003 Total dwt14,072,068 (1)Subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report.Our Competitive StrengthsWe believe that we possess a number of competitive strengths in our industry, including:We manage a large, high quality, scrubber fitted modern fleetWe own a modern, diverse, high quality fleet of 128 dry bulk carrier vessels with an aggregate capacity of 14.1 million dwt and an average age of 11.0 years. In addition, 120 out of the 128vessels in our fleet are retrofitted with exhaust gas cleaning systems.We believe that owning a large, modern, high quality fleet allows us to maintain competitive operating costs, achieve high safety standards, and secure favorable time charters. Wemaintain the quality of our vessels by carrying out regular inspections, both while in port and at sea, and adopting a comprehensive maintenance program for each vessel. Furthermore,we take a proactive approach to safety and environmental protection through comprehensively planned maintenance systems, preventive maintenance programs and by retaining andtraining qualified crews.Based on the scale, scope and quality of our fleet and our commercial and technical management capabilities and because much of our fleet is currently chartered on the spot market, webelieve we are well-positioned to manage the cyclicality of the dry bulk market.The scale of our fleet also enables us to pilot and assess new technologies on board our vessels, including but not limited to energy efficiency and cybersecurity technologies, as wellas to attract talented professionals both on board our vessels and in our offices.In-house and integrated commercial and technical management of our fleet enable us to have competitive operating expenses and high vessel maintenance, environmental andoperating standardsWe conduct a significant portion of the commercial and technical management of our vessels in-house through our wholly owned subsidiaries, Star Bulk Management Inc., Star BulkShipmanagement Company (Cyprus) Limited and Starbulk S.A. We believe having control over the commercial and technical management provides us with a competitive advantage overmany of our competitors by allowing us to monitor our operations more closely and to offer higher quality performance, reliability and efficiency in arranging charters and themaintenance of our vessels. 33 Table of ContentsWe also believe that these management capabilities contribute significantly in maintaining a lower level of vessel operating and maintenance costs, while ensuring high standards in thesafety, security, quality and environmental performance of our operations.Focus on advanced business systems, data and analytics, including new measures and technologies to improve fuel and energy efficiency.We deploy advanced systems to support our business operations and everyday decision-making, including Enterprise Resource Planning, Business Intelligence, and e-procurementplatforms. In response to the increased environmental regulations around decarbonization, we have also focused our attention on improving the sustainability and fuel efficiency of ouroperations. A number of vessels in our fleet have been equipped with a sophisticated vessel performance monitoring system (“VPM”), allowing us to collect real-time information on theperformance of important equipment, with a particular focus on vessel performance, fuel consumption and exhaust gas emissions. The system is designed to enhance our operationalknowledge and increase the efficiency of our trading and of our vessel maintenance. We continue to invest in further digitalization of our fleet and aim to have VPM sensors andequipment further installed onboard all of our vessels by the end of 2023.Furthermore we take operational measures, including speed reduction, weather routing, voyage optimization and have planned further technical upgrades to our fleet, such as the use ofESD and low friction hull paints in order to reduce fuel consumption and emissions. We plan to use underwater ROV (Remotely Operated Vehicles) for inspecting and cleaning theunderwater hulls of our vessels. We also plan to proceed with EPL (Engine Power Limitation) in order to meet the IMO EEXI (Energy Efficiency Existing Ship Index) requirements.Most of our vessels’ main engines have been retrofitted with sliding engine valves and alpha lubricators, which provide additional fuel efficiency and optimized lubricant consumption.We are replacing the conventional lights of our ships with LED lights in order to reduce energy consumption.We believe that the above measures are the most efficient initiatives towards decarbonization until technological advances allow the use of very low or zero carbon emission fuels. Wehave performed a thorough evaluation of our fleet’s performance, which has juxtaposed the projected performance of each of our vessels against the applicable regulatory requirements.Finally we have established a compliance section within our Technical department in order to monitor exhaust gas emissions and ensure compliance with regional and internationalregulations.Experienced management team with a strong track record in the shipping industry and extensive relationships with customers, lenders, shipyards and other shipping industryparticipantsOur company’s leadership has considerable shipping industry expertise. Our founder and Chief Executive Officer, Mr. Pappas, has an established track record in the dry bulk industry,with more than 45 years of experience and hundreds of vessel acquisitions and dispositions, including through his family’s principal shipping operations and investment vehicle,Oceanbulk Maritime S.A. Mr. Pappas also has long-standing relationships in the shipping industry, which he has leveraged with shipbuilders, among others, in the past to implement ournewbuilding program with vessels of high specification.Through Mr. Pappas, our management team, and our senior professionals, we also have strong global relationships with shipping companies, charterers, regulators, shipyards, brokersand commercial shipping lenders. Further, our team’s long track record in the voyage and time chartering of dry bulk ships allows us to continue successfully chartering our vessels in alleconomic environments. Our reputation as a creditworthy counterparty allows us to have access to attractive asset acquisitions, chartering and ship financing opportunities. Ourexperienced technical management team is well-equipped in managing relationships with port authorities, classification societies, shipyards and other international organizations.For more information on our management team, see “Item 6. Directors, Senior Management and Employees-A. Directors and Senior Management.” 34 Table of ContentsOur Business StrategiesOur vision is to be a global leader in sustainable dry bulk shipping. In that respect, we strive to continue operating our fleet safely and profitably as well as to continue growing ourowned and managed fleet sustainably. The key elements of our strategy are:Charter our vessels in an active and sophisticated mannerGiven the volatility of the freight markets, we believe we should be flexible to changing market conditions and actively manage our vessels in order to generate attractive risk-adjustedreturns by providing efficient transportation solutions to our major charterers. Currently we are arranging voyage and short-term time charters which provide optionality for theCompany given the current market levels. Our aim is to continue improving our fleet utilization by booking long haul voyage charters and complimentary trade flows that improve theladen/ballast ratios. This approach is also tailored specifically to our scrubber-fitted fleet and the fuel efficiency of our younger vessels. While this process is more difficult and laborintensive than placing our vessels on longer-term time charters, it can lead to greater profitability. When operating a vessel on a voyage charter, as well as on contracts of affreightmentdirectly with cargo providers, we (as owner of the vessel) will incur fuel costs, and therefore, we are in a position to benefit from fuel savings from our scrubber-fitted fleet. If chartermarket levels rise, we may employ part of our fleet in the long-term time charter market, while we may be able to employ our scrubber-fitted vessels more advantageously in the voyagecharter market and/or short-term time charters in order to capture the benefit of available fuel cost savings. Our large, diverse and high-quality fleet provides scale to major charterers,such as iron ore miners, utility companies and commodity trading houses. As part of our strategy to maximize earnings, we seek direct arrangements (consecutive voyages, contracts ofaffreightment, etc.) with major charterers and cargo owners on a voyage basis, providing the scale required for the transportation of large commodity volumes over a multitude of tradingroutes around the world.We are also party of a Capesize vessel pooling agreement (“Capesize Chartering Ltd or CCL Pool or CCL”) with Bocimar International NV, and C Transport Holding Ltd, managed by CTransport Maritime S.A.M (CTM). As of December 31, 2022, we operated approximately 40 of our Newcastlemax and Capesize dry bulk vessels as part of one combined CCL fleet. TheCCL fleet consists of approximately 110 modern Newcastlemax and Capesize vessels and is being managed out of Athens, Singapore and Antwerp. Each vessel owner is responsible forthe operating, accounting and technical management of its respective vessels. The objective of this pool is to provide improved scheduling through joint marketing of our Newcastlemaxand Capesize vessels, with the overall aim of enhancing economic efficiencies.In 2020, we established a new wholly-owned subsidiary based in Singapore under the name Star Bulk (Singapore) Pte. Ltd. (or “Star Bulk Singapore”). Star Bulk Singapore charters-in anumber of third-party vessels on a short- to medium- term basis to increase our operating capacity in order to satisfy our clients’ needs and to expand our commercial capability andaccess to charterers and cargoes in Asia.Expand and renew our fleet through opportunistic acquisitions of high-quality vessels at attractive pricesIf market conditions continue to improve, we may opportunistically acquire high-quality vessels at attractive prices that are accretive to our cash flow. We also look to opportunisticallyrenew our fleet by replacing older vessels that have higher maintenance and survey costs and lower operating efficiencies with newer vessels that have lower operating costs, fewermaintenance and survey requirements, lower fuel consumption and overall enhanced commercial attractiveness to our charterers. When evaluating acquisitions, we will consider andanalyze, among other things, our expectations of fundamental developments in the dry bulk shipping industry sector, the level of liquidity in the resale and charter market, the cash flowearned by the vessel in relation to its value, its condition and technical specifications with particular regard to fuel consumption, expected remaining useful life, the credit quality of thecharterer and duration and terms of charter contracts for vessels acquired with charters attached, as well as the overall diversification of our fleet and customers. We believe that thesecircumstances combined with our management’s knowledge of the shipping industry may present an opportunity for us to continue to grow our fleet at favorable prices. 35 Table of ContentsMaintain a strong balance sheet through optimization of use of leverageWe finance our fleet with a mix of debt and equity, and we intend to optimize use of leverage over time, even though we may have the capacity to obtain additional financing. As ofDecember 31, 2022, our debt to total capitalization ratio was approximately 40%. Charterers have increasingly favored financially solid vessel owners, and we believe that our balancesheet strength will enable us to access more favorable chartering opportunities, as well as give us a competitive advantage in pursuing vessel acquisitions from commercial banks andshipyards, which in our experience have recently displayed a preference for contracting with well-capitalized counterparties.Maintain competitive costs and safeguard high quality standardsWe continuously monitor our operating, voyage, and general and administrative costs and strive to be as lean and efficient as possible, without sacrificing the safety, security, qualityand environmental standards of our fleet and our operations. Our experienced and skilled technical management team, as well as our competent crews on board, work hard to maintainand exceed the quality standards of our customers and other constituents, as well as to ensure the health, safety and security of our people on the vessels, and to minimize the impact ofour operations on the environment.Be a leader in ESG practices in the dry bulk shipping sectorWe are committed to integrating ESG practices across all business operations, and to reporting on our ESG strategy and performance in a transparent and comprehensive way. Wecomply with environmental regulations in a timely and efficient manner while we continuously monitor and aim to reduce our environmental footprint. We assess, pilot and implementnew technologies which are aimed at improving our environmental performance. On the social front, we focus on our people’s well-being and professional development, both on boardour vessels and in the office, while fostering an equitable, inclusive and diverse working environment. We support our local community through donations, sponsorships and pro-bonowork, towards vulnerable groups, education, sports and the environment. Our approach to corporate governance includes high ethical standards and transparent and efficient structuresas well as robust risk management systems.CompetitionDemand for dry bulk carriers fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies according to their supply and demand. We compete with otherowners of dry bulk carriers in the Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax size sectors. Ownership of dry bulk carriers is highly fragmented.We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an owner and operator.CustomersWe have well-established relationships with major dry bulk charterers, which we serve by carrying a variety of cargoes over a multitude of routes around the globe. We charter out ourvessels to first class iron ore miners, utilities companies, commodity trading houses and diversified shipping companies.SeasonalityDemand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-quarter volatility in ouroperating results for vessels trading in the spot market. The dry bulk sector is typically stronger in the fall and winter months in anticipation of increased consumption of coal and otherraw materials in the northern hemisphere. Seasonality in the sector in which we operate could materially affect our operating results and cash flows.OperationsIn-House Management of the fleetStar Bulk Management Inc., Star Bulk Shipmanagement Company (Cyprus) Limited and Starbulk S.A., three of our wholly-owned subsidiaries, perform the operational and technicalmanagement services for the majority of the vessels in our fleet, including chartering, marketing, capital expenditures, personnel, accounting, paying vessel taxes and maintaininginsurance. 36 Table of ContentsAs of December 31, 2022, we had 209 employees engaged in the day to day management of our fleet, including our executive officers, through Star Bulk Management Inc., Star BulkShipmanagement Company (Cyprus) Limited and Starbulk S.A. which employ a number of shore-based executives and employees, designed to ensure the efficient performance of ouractivities. We reimburse and/or advance funds as necessary to our in-house managers in order for them to conduct their activities and discharge their obligations, at cost.Star Bulk Management Inc. is responsible for the management of the vessels. Star Bulk Management’s responsibilities include, inter alia, locating, purchasing, financing and sellingvessels, deciding on capital expenditures for the vessels, paying vessels’ taxes, negotiating charters for the vessels, managing the mix of various types of charters, developing andmanaging the relationships with charterers and the operational and technical managers of the vessels. Star Bulk Management Inc. subcontracts certain vessel management services toStarbulk S.A.Starbulk S.A. provides the technical and crew management of the majority of our vessels. Technical management includes maintenance, dry docking, repairs, insurance, regulatory andclassification society compliance, arranging for and managing crews, appointing technical consultants and providing technical support.Star Bulk Shipmanagement Company (Cyprus) Limited provides technical and operation management services to 11 of our vessels. The management services include arrangement andsupervision of dry docking, repairs, insurance, regulatory and classification society compliance, provision of crew, appointment of surveyors and technical consultants.CrewingStarbulk S.A. and Star Bulk Shipmanagement Company (Cyprus) Limited are responsible for recruiting, either directly or through a technical manager or a crew manager, the seniorofficers and all other crew members for the vessels in our fleet. Both companies have the responsibility to ensure that all seamen have the qualifications and licenses required to complywith international regulations and shipping conventions, and that the vessels are manned by experienced, competent and trained personnel. Starbulk S.A. and Star Bulk ShipmanagementCompany (Cyprus) Limited are also responsible for ensuring that seafarers’ wages and terms of employment conform to international standards or to general collective bargainingagreements to allow unrestricted worldwide trading of the vessels and provide the crewing management for the vessels in our fleet that are not managed by third party managers.Outsourced Management of the fleetWe engage Ship Procurement Services S.A., a third-party company, to provide to our fleet certain procurement services.Following the completion of the acquisition of certain vessels from Augustea Atlantica SpA (“Augustea”) and York Capital Management (“York”) in 2018, (the “Augustea Vessels”), weappointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the Company’s directors, Mr. Zagari(see “Item 6. Directors, Senior Management and Employees-A. Directors and Senior Management”) as the technical manager of certain of our vessels. During 2021 and 2022, certainmanagement services of the vessels previously managed by Augustea Technoservices Ltd were appointed to Iblea Ship Management Limited, an entity also affiliated with Mr. Zagari.Up until June 2022, the management agreements with Augustea Technoservices Ltd were progressively terminated.During 2018 and 2019, we also appointed Equinox Maritime Ltd., Zeaborn GmbH & Co. KG and Technomar Shipping Inc., which are third party management companies, to provide certainmanagement services to our vessels.During 2022, the management of certain vessels previously managed by Iblea Ship Management Limited and Technomar Shipping Inc transitioned from third party to in-housemanagement. In 2022 all management agreements with Technomar Shipping Inc were terminated. As of December 31, 2022, Equinox Maritime Ltd., Zeaborn GmbH & Co. KG and IbleaShip Management Limited provide technical, operation and crewing management services to 25 of the 128 vessels in our fleet. Please also see “Item 7. Major Shareholders and RelatedParty Transactions-B. Related Party Transactions.” 37 Table of ContentsBasis for StatementsThe International Dry Bulk Shipping IndustryDry bulk cargo is cargo that is shipped in large quantities and can be easily stowed in a single hold with little risk of cargo damage. In 2022, based on preliminary figures, it is estimatedthat approximately 5.34 billion tons of dry bulk cargo was transported by sea.The demand for dry bulk carrier capacity is derived from the underlying demand for commodities transported in dry bulk carriers, which is influenced by various factors such as broadermacroeconomic dynamics, globalization trends, industry specific factors, geological structure of ores, political factors, and weather. The demand for dry bulk carriers is determined by thevolume and geographical distribution of seaborne dry bulk trade, which in turn is influenced by general trends in the global economy and factors affecting demand for commodities.During the 1980s and 1990s seaborne dry bulk trade increased by 1-2% per annum. However, over the last fifteen years, between 2008 and 2022, seaborne dry bulk trade increased at acompound annual growth rate of 2.7%, substantially influenced by the entrance of China in the World Trade Organization. Seaborne world trade decreased by 2.2% during 2022 due tothe ongoing conflict in Ukraine, the decrease in Chinese imports as a result of China’s then-existing zero-Covid policy and weaker global economic outlook linked to surging commodityprices, the energy crisis, a strong US dollar, high inflation and increases to interest rates. The global dry bulk carrier fleet may be divided into seven categories based on a vessel’scarrying capacity. These main categories consist of:·Newcastlemax vessels, which are vessels with carrying capacities of between 200,000 and 210,000 dwt. These vessels carry both iron ore and coal and they represent the largestvessels able to enter the port of Newcastle in Australia. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size.·Capesize vessels, which are vessels with carrying capacities of between 100,000 and 200,000 dwt. These vessels generally operate along long-haul iron ore and coal traderoutes. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size.·Post-Panamax vessels, which are vessels with carrying capacities of between 90,000 and 100,000 dwt. These vessels tend to have a shallower draft and larger beam than astandard Panamax vessel, and a higher cargo capacity. These vessels have been designed specifically for loading high cubic cargoes from draft restricted ports, and they cantraverse the Panama Canal following the completion of its latest expansion.·Panamax vessels, which are vessels with carrying capacities of between 65,000 and 90,000 dwt. These vessels carry coal, grains, and, to a lesser extent, minor bulks, includingsteel products, forest products and fertilizers. Panamax vessels can pass through the Panama Canal.·Ultramax vessels, which are vessels with carrying capacities of between 60,000 and 65,000 dwt. These vessels carry grains and minor bulks and operate along many global traderoutes. They represent the largest and most modern version of Supramax bulk carrier vessels (see below).·Handymax vessels, which are vessels with carrying capacities of between 35,000 and 60,000 dwt. The subcategory of vessels that have a carrying capacity of between 45,000and 60,000 dwt are called Supramax. Handymax vessels operate along a large number of geographically dispersed global trade routes, mainly carrying grains and minor bulks.Vessels below 60,000 dwt are sometimes built with on-board cranes enabling them to load and discharge cargo in countries and ports with limited infrastructure.·Handysize vessels, which are vessels with carrying capacities of up to 35,000 dwt. These vessels carry exclusively minor bulk cargo. Increasingly, these vessels have beenoperating along regional trading routes. Handysize vessels are well suited for small ports with length and draft restrictions that lack the infrastructure for cargo loading andunloading. 38 Table of ContentsThe supply of dry bulk carriers is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss, and the demand for drybulk shipping is often dependent on economic conditions, and international trade. The historically low dry bulk charter rates seen in 2016 acted as a catalyst for ship owners, whoscrapped a significant number of vessels, until equilibrium between demand and supply of vessels was achieved. Based on our analysis of industry dynamics, we believe that dry bulkcharter rates will remain strong in the medium term due to historically low vessel deliveries. As of January 1, 2023, the global dry bulk carrier order book amounted to approximately 7.3%of the existing fleet at that time, marginally above the record low of the last 30 years. During 2022, a total of 4.7 million dwt was scrapped, which was the second lowest figure in the last15 years as the freight market remained well above the historical average. Historically, from 2008 to 2022, vessel annual demolition rate averaged 15.4 million dwt per year, with a high of33.3 million dwt scrapped in 2012. Given the low dry bulk order book, the uncertainty on future propulsion as a result of upcoming environmental regulations and the limited shipyardcapacity, vessel supply is likely to be constrained during the next years, while demand for seaborne trade is expected to surpass vessel supply resulting in increased fleet utilization andelevated freight rates. While the charter market remains at current levels, we intend to operate our vessels in the spot market under short-term time charters or voyage charters in order tobenefit from the increased freight rates and the attractiveness of our scrubber-equipped vessels.Charter rates paid for dry bulk carriers are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role. Furthermore,the pattern seen in charter rates is broadly similar across the different charter types and between the different dry bulk carrier categories. However, because demand for larger dry bulkcarriers is affected by the volume and pattern of trade in a relatively small number of commodities, charter rates (and vessel values) of larger ships tend to be more volatile than those forsmaller vessels.In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption. In the voyage charter market,rates are also influenced by cargo size, commodity, port dues and canal transit fees, as well as delivery and redelivery regions. In general, a larger cargo size is quoted at a lower rate perton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit.Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo are generallyquoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charterto a loading area.Within the dry bulk shipping industry, the charter rate references most likely to be monitored are the freight rate indices issued by the Baltic Exchange, such as the Baltic Dry Index(“BDI”). These references are based on actual charter rates under charters entered into by market participants, as well as daily assessments provided to the Baltic Exchange by a panel ofmajor shipbrokers.Dry bulk shipping is a cyclical industry and charter hires are subject to high volatility. The BDI reached a historic high of 11,793 in May 2008 and a low of 290 in February 2016, whichrepresents a decline of 98%. In 2022, the BDI ranged from a low of 965 in August 2022, to a high of 3,369 in May 2022. Even though 2022 charter hire levels ranged well above the lows of2016, there can be no assurance that the market will not decline again. As of February 16, 2023, the BDI stood at 530.Environmental and Other Regulations in the Shipping IndustryGovernment laws and regulations significantly affect the ownership and operation of our fleets. We are subject to international conventions and treaties, national, state and local lawsand regulations in force in the countries where our vessels may operate or are registered, relating to safety, health and environmental protection. Industry standards and regulations setby maritime organizations play a major role in the manner in which we conduct our business. Taking all the necessary measures and going above and beyond compliance is theprerequisite for delivering services of the highest quality. The above include the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials,and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, includingvessel modifications and implementation of certain operating procedures. 39 Table of ContentsOur Company has specifically developed a recycling policy, which has been included within our Safety Management System (“SMS”) and applies to all the managed vessels. In additionto the above, there are clearly and accurately defined measures that need to be retained as well as standards that should be achieved, which are required, in view of the levels ofexcellence that our Company aims for and achieves. There is a clear delegation of the monitoring and maintenance to responsible entities (both ashore and on board) and the duties havebeen clarified as required. Each vessel has a ship specific plan (namely the Inventory of Hazardous Materials), which has been reviewed and approved by the competent classificationsociety and they have been certified for compliance with the required regulation.Active engagement with state and regulatory authorities ensures compliance with all applicable standards and regulation. We follow and comply with state and regulatory authority rulesand regulations and have adopted and implemented all the necessary operational procedures in order to meet the requirements of those regulations, such as Air emission compliance(NOx, SOx and CO2 reporting). We aim to provide top-quality services without neglecting to adjust for industry needs, always maintaining high ethical standards and abiding by allapplicable laws, rules, regulations and standards. We focus on creating real and long-lasting opportunities while advocating for a balanced, sustainable approach to our business andpursuing continuous improvement of our operational capabilities.Furthermore, we established a standardized and structured process to ensure completeness, consistency and accuracy in our emissions related monitoring and reporting process forworldwide, EU and UK operations, including with respect to the Monitoring, Reporting and Verification (MRV) regulation and the IMO Data Collection System (DCS), as well as therelevant monitoring plans and advanced data collection, analysis, monitoring and reporting systems through our VPM system. As part of the data collection and key performanceindicators’ calculation process we use our in-house developed VPM system, which provides accurate and real time information regarding the performance of our vessels. Additionally,with the introduction of IMO DCS, EU MRV, and UK MRV, the reported CO2 emissions of our vessels are also subjected to third party verification by an independent accredited verifier.A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable nationalauthorities such as the USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators.Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvalscould require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.Apart from the above, our Company has also become certified according to the ISO 9001, 14001, 45001 and 50001 standards pertaining to compliance with elevated quality,environmental, occupational health and safety and energy efficiency requirements, thus increasing the requirements our vessels and management company have to comply with onvarious levels.Further to the above, the Company has become certified for ISO 26000, 27001 and 31000 standards and guidelines pertaining to social responsibility, cybersecurity and risk management.These standards serve to ensure our compliance with best practices in these areas.In addition, RightShip, which is a voluntary compliance requirement but a highly desirable chartering verifier among top charterers, is also demanding compliance with their standardsregarding environmental acceptability based on a number of variables and factors important in the maritime industry.Additionally, now that the EEXI has come into force, RightShip is in the process of incorporating EEXI requirements in their platform for assessment and recommendation purposes.Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of ourvessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. Weensure that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates orother authorizations necessary for carrying out our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, wecannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future seriousmarine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. 40 Table of ContentsInternational Maritime OrganizationThe IMO has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to asMARPOL 73/78 and herein as “MARPOL”, the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of1966 (the “LL Convention”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal ofnoxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to dry bulk, tanker and LNG carriers, among other vessels, and is broken into sixAnnexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or inpackaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adoptedby the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.Air EmissionsIn September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxideemissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons) and emissions fromshipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringentcontrols on sulfur emissions, as explained below. We ensure that all of our vessels are in full compliant in all material respects with these regulations.The Marine Environment Protection Committee, or “MEPC,” adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depletingsubstances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of theamount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit(reduced from 3.5%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels or certain exhaust gas cleaning systems. Ships arenow required to obtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73,amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gascleaning equipment (“scrubbers”) which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls and may cause us toincur substantial costs.Sulfur content standards are even stricter within certain “Emission Control Areas,” or (“ECAs”). As of January 1, 2015, ships operating within an ECA were not permitted to use fuel withsulfur content in excess of 0.1% m/m. Amended Annex VI established procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portionsof the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area. Ocean-going vessels in these areas will be subject to stringent emission controls andmay cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. In December 2021, the member states of theConvention for the Protection of the Mediterranean Sea Against Pollution (“Barcelona Convention”) agreed to support the designation of a new ECA in the Mediterranean. TheMediterranean Sea Emission Control Area for Sulphur Oxides and Particulate Matter was approved at MEPC 78 and was formally designated during MEPC 79 in December 2022. If otherECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S.Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costsof our operations.Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meetingheld from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect. Under theamendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marinediesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021. For the moment, this regulation relates to new building vesselsand has no retroactive application to existing fleet. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations orsimilar future designations, we may be required to incur additional operating or other costs. 41 Table of ContentsFurther to the above, as of the September 1, 2020 it became mandatory to use fuel with max 0.1% Sulfur content while berthing in South Korean ports. There are specific requirements forthe berthing process, and we are diligently complying with all of them. Moreover, from January 1, 2022 onwards, it is mandatory to use fuel with max 0.1% Sulfur content while navigatingSouth Korea’s ECAs.The second part of the Korean regulations have to do with speed reductions. The port areas selected will be designated as “Vessel Speed Reduction program Sea Areas” or “VSRprogram Sea Areas”. Each VSR program Sea Area will span 20 nautical miles in radius, measured from a specific lighthouse in each port. Ships should navigate no faster than a maximumspeed of 12 knots for container ships and car-carriers and 10 knots for other ship types, when moving from starting point to an end point within a VSR program Sea Area.As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and reportannual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO intends to use such data as the first stepin its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. In order to prove compliance with the above, ourCompany collects data, monitors the information received and is ready to report them though our VPM system.As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy EfficiencyManagement Plans (“SEEMP”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index(“EEDI”). Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014. MEPC 75 adopted amendments to MARPOL Annex VI whichbrings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNGcarriers.Additionally, MEPC 75 introduced amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduced requirementsto assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirementsinclude (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (2) operational carbon intensity reductionrequirements, based on a new operational carbon intensity indicator (“CII”). The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance withdifferent values set for ship types and categories. With respect to the CII, the amendments require ships of 5,000 gross tonnage to document and verify their actual annual operationalCII achieved against a determined required annual operational CII. Additionally, MEPC 75 proposed amendments requiring that, on or before January 1, 2023, all ships above 400 grosstonnage must have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP will need to include certain mandatory content. MEPC 75 also approvedamendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. The amendmentsintroduced at MEPC 75 were adopted at the MEPC 76 session in June 2021 and entered into force on November 1, 2022, with the requirements for EEXI and CII certification coming intoeffect from January 1, 2023. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels ormethods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.Any vessels that will not meet this new EEXI requirement will need to limit their propulsion power and/or adopt energy-saving/emission reducing technology, through retrofits, to reachcompliant levels. This creates a vast array of implications for the shipping industry going forward. Recycling of older ships could accelerate as the investments to comply withregulations may be very costly. One of the most efficient ways of reducing emissions is reducing vessel power and therefore speed, this would in turn limit the supply. The Companyowns one of the most modern and fuel-efficient fleets in the industry. 42 Table of ContentsMaintaining and improving our position in respect of the above creates an extremely compelling outlook for our Company in the next 2-5 years.Our Company has also become certified under the ISO 50001 standard for energy efficiency, which has caused our vessels to comply with even more requirements and to ensure thatthey are continuously improving their performance in order to satisfy these requirements. Compliance with ISO 50001 requires that we continuously improve our vessels’ energyperformance, energy efficiency, energy use and consumption.The majority of our fleet is fitted with Exhaust Gas Cleaning Systems, which reduce the sulfur content of the exhaust gas emissions.We may incur costs to comply with the revised standards mentioned above. Additional or new conventions, laws and regulations may be adopted that could require the installation ofexpensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.Greenhouse Gas RegulationCurrently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, whichentered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extendedthrough 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. InDecember 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions.The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gasemissions from ships. The U.S. initially entered into the agreement, but on June 1, 2017, former U.S. President Trump announced that the United States intends to withdraw from the ParisAgreement and the withdrawal became effective on November 4, 2020. On January 20, 2021, U.S. President Biden signed an executive order to rejoin the Paris Agreement, which the U.S.officially rejoined on February 19, 2021.At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships wasapproved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategyidentifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI fornew ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050,compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them outentirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. Theseregulations could cause additional substantial expenses to be incurred. At MEPC 77, the nations agreed to revise the initial strategy, aiming to strengthen the “levels of ambition.” Therevised strategy will be considered by MEPC 80 in spring 2023.Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. As furtherdiscussed herein, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market are also forthcoming.In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobilesources and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, former U.S. President Trump signed an executive order toreview and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and, further, in August 2019, the Administration announced plans to weaken regulations for methaneemissions. On August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. However, U.S.President Biden recently directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. The EPA or individual U.S. states could enactenvironmental regulations that would affect our operations. 43 Table of ContentsAny passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international levelto succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict withcertainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes orcertain weather events.We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensiveemission control systems and could adversely affect our business, results of operations, cash flows and financial condition.Safety Management System RequirementsThe SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims (the “LLMC”)sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We ensure that our vessels are in full compliance with SOLAS. Owners’compliance with LLMC requirements is covered under the Protection & Indemnity insurance.Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), ouroperations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safetymanagement system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vesselssafely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed forcompliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease availableinsurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. Our Company along with a number of vessels are certified under the9001 & 14001 ISO standards, and as such, are fully compliant with the additional requirements and restrictions that have been set. We are committed to conducting our operationssystematically by following the requirements of the ISO 14001 striving to maintain ZERO Oil Spills and ZERO Marine and Pollution Atmospheric Incidents. Our Company is alsocommitted to responding timely and effectively to environmental incidents resulting from our operations, respecting the environment by emphasizing every employee’s responsibility inenvironmental performance and fostering appropriate operating practices and training, managing our business with the goal of preventing environmental incidents and controllingemissions and wastes to below harmful levels, using energy, water, materials and other natural resources as efficiently as possible, giving particular regard to the long-term sustainabilityof consumable items and minimizing waste by reducing our waste generation.The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management withthe ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance,issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for whichissued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for whichcertificates are required by the IMO. The document of compliance and safety management certificate are periodically reviewed and renewed as required.In line with the best practices that the Company applies throughout onboard and ashore procedures, the SMS has been developed to fully comply with the Dry-BMS standards set outby Rightship. 44 Table of ContentsSpecialization and accuracy being the key to this, the Company has developed two plans for ashore procedures and seven plans for onboard procedures, targeting the responsiblepersonnel and crew members, respectively.Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International MaritimeDangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions fromthe International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and (3) new mandatory training requirements. Amendmentswhich took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMOtype 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Theamendments, which entered into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) newprovisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers arerequired to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies,which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The PolarCode, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevantto ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. ThePolar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements bythe earlier of their first intermediate or renewal survey.Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be furtherdeveloped in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure that cyber-risk management systems must beincorporated by ship-owners and managers no later than the first annual verification of the Company’s Document of Compliance after 1 January 2021. In February 2021, the U.S. CoastGuard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring cybersecurity,which could require additional expenses and/or capital expenditures. The impact of future regulations is hard to predict at this time. Our Company has already taken the necessary stepsto ensure data integrity and full compliance both from the office side and on board our vessels. The Company is in the process of becoming fully certified for ISO27001, with the firststage already completed. The vessels are being monitored under the existing cybersecurity requirements, required by the IMO as well as the additional best practices by other entities.Each vessel has a ship-specific cybersecurity plan, and its IT and OT systems have been inventoried, in order for the relevant hazards to be identified.This ship specific plan has been developed for each vessel covering the requirements according to the updated regulations as well as additional precautions to be maintained on multipleaccounts. Detailed pieces of information have been added, pertaining to the software and cybersecurity on board and additional measures have been taken to protect the integrity of ourvessels. Specific policies have been developed to that effect, such as cybersecurity, email usage, password, device, workstation policies, etc. Very specific guidelines have been providedto the Masters and crew members regarding their conduct when facing the authorities and what dos and don’ts should be adhered to, in order for the cyber requirements to be fulfilled atall times.Pollution Control and Liability RequirementsThe IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example,the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention enteredinto force on September 8, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless or avoid the uptake or discharge of new or invasiveaquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast waterexchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast watermanagement certificate. 45 Table of ContentsOn December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry into force date and notthe dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast watermanagement systems on such vessels at the first International Oil Pollution Prevention (“IOPP”) renewal survey following entry into force of the convention. As part of our commitmentto comply with the international regulation, we are progressively installing BWTS in our fleet.The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention’s implementationdates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Those changes were adopted at MEPC 72.Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard”specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPPrenewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most ships, compliance with the D-2 standard will involve installing on-boardsystems to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biologicalmechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). As of October 13, 2019,MEPC 72’s amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast watermanagement systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standardby September 8, 2024. Costs of compliance with these regulations may be substantial.We have developed and implemented the required BWTS on the majority of our fleet and are in compliance with all the applicable regulations.Once mid-ocean ballast exchange or ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers andmay have a material effect on our operations. Irrespective of the BWM convention, certain countries such as the U.S. have enforced and implemented regional requirement related to thesystem certification, operation and reporting.The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”) to impose strict liability on ship owners (including theregistered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Conventionrequires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national orinternational limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried asfuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions such as the United States, where neither the InternationalConvention on Civil Liability for Oil Pollution Damage (which imposes liability for oil pollution damage resulting from maritime casualties involving oil-carrying ships on the owner of theship) nor the Bunker Convention have been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.Our vessels are all currently holders of these certificates issued by the respective flag administrations, based on the evidence of coverage issued by the respective P&I clubs. 46 Table of ContentsAnti-Fouling RequirementsIn 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention.” The Anti-fouling Convention, whichentered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels ofover 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti-foulingSystem Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or replaced.In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which would apply to ships fromJanuary 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the lastapplication to the ship of such a system. In addition, the International Anti- fouling System (IAFS) Certificate has been updated to address compliance options for anti-fouling systemsto address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of theseamendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling applicationto the vessel. These amendments were formally adopted at MEPC 76 in June 2021. Our fleet already complies with this regulation.We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.Further to the above and in continuation to enhanced bio-fouling requirements in Australia and New Zealand, the vessels are undergoing stricter review, compliance and correspondingrecord keeping processes, and inspections are becoming increasingly frequent and demanding.Compliance EnforcementNoncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurancecoverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and EU authorities have indicated that vessels not in compliance with theISM Code by applicable deadlines will be prohibited from trading in U.S. and EU ports, respectively. As of the date of this annual report, each of our vessels is ISM Code certified. TheIMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, suchregulations might have on our operations.United States RegulationsThe U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all“owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial seaand its 200-nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” inthe case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, anact of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).OPA defines these other damages broadly to include:(i)injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;(ii)injury to, or economic losses resulting from, the destruction of real and personal property;(iii)loss of subsistence use of natural resources that are injured, destroyed or lost; 47 Table of Contents (iv)net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;(v)lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and(vi)net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and lossof subsistence use of natural resources.OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective March 23, 2023, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation). These limits ofliability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent,employee or a person acting pursuant to a contractual relationship) or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply ifthe responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate andassist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) orthe Intervention on the High Seas Act.CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction orloss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of ahazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsibleperson liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary causeof the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails orrefused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establishand maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vesselowners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply andplan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility. All of our vessels arriving at U.S. orCanadian ports are covered under a COFR - Certificate of Financial Responsibility.The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regardingoffshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S.Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmentaland safety protections under the 2016 PSSR. Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety ofdrilling operations, and former U.S. President had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. Subsequently, current U.S. President Bidensigned an executive order temporarily blocking new leases for oil and gas drilling in federal waters. However, attorney generals from 13 states filed suit in March 2021 to lift the executiveorder, and in June 2021, a federal judge in Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas leases “liessolely with Congress.” With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels couldimpact the cost of our operations and adversely affect our business. 48 Table of ContentsOPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at aminimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigablewaterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardoussubstance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants withintheir waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities underthese laws. The Company and its vessels that call at U.S. ports are all covered under the QI (Qualified Individual) and engagement with Witt O’Briens and their ongoing contract with theUSCG which provide us with the latest updates and legislations and are in charge of updating our manuals pertaining to the relevant requirements. In addition, we are also coveredthrough our contracts with the National Response Corporation for Oil Spill Response Organization purposes and with T&T Salvage, LLC for Salvage & Marine Fire-Fighting.We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed ourinsurance coverage, it could have an adverse effect on our business and results of operation. Cybersecurity is also a top priority with the U.S. Coast Guard, and they announced aconcentrated campaign to assist in identifying and addressing cybersecurity vulnerabilities during the first quarter of the year 2023. The cybersecurity of our vessels continues toimprove through hands-on training, campaigns and external assistance/equipment provision.Other United States Environmental InitiativesThe U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compoundsand other air contaminants. The CAA requires states to adopt State Implementation Plans, or “SIPs,” some of which regulate emissions resulting from vessel loading and unloadingoperations which may affect our vessels.The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit orexemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation anddamages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States” (“WOTUS”), thereby expandingfederal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition ofWOTUS. In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the Navigable Waters Protection Rule (“NWPR”) which significantly reduced the scope andoversight of EPA and the Department of the Army in traditionally non-navigable waterways. On August 30, 2021, a federal district court in Arizona vacated the NWPR and directed theagencies to replace the rule. On December 7, 2021, the EPA and the Department of the Army proposed a rule that would reinstate the pre-2015 definition, which was subject to publiccomment until February 7, 2022.The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast waterbefore it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels fromentering U.S. waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuantto the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizesdischarges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters,stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current USCG ballast water management regulationsadopted under the U.S. National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equippedwith ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under CWA, requires the EPAto develop performance standards for those discharges within two years of enactment, and requires the USCG to develop implementation, compliance and enforcement regulationswithin two years of EPA’s promulgation of standards. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect untilthe EPA and USCG regulations are finalized. Non-military, non- recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, includingsubmission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. 49 Table of ContentsAll of our vessels submit their NOIs/eNOIs to the USCG and their flag administration accordingly within the required timeframes. Compliance with the EPA, USCG and state regulationscould require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or mayotherwise restrict our vessels from entering U.S. waters.European Union RegulationsIn October 2009, the EU amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent,recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a pollutingsubstance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety orthat of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the EuropeanParliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritimetransport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us toincur additional expenses.The EU has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age and flag as well as thenumber of times the ship has been detained. The EU also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeatedoffenses. The regulation also provided the EU with greater authority and control over classification societies, by imposing more requirements on classification societies and providingfor fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their mainand auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels.In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission ControlArea”). As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market. On December 18, 2022, theEuropean Parliament formally agreed to include the maritime sector beginning in 2024 and phasing the sector in over a two-year period. This will require shipowners to buy permits tocover these emissions.Chinese RegulationsOur Company complies with the local Chinese regulations and requirements pertaining to the Ship Pollution Response Organization. This requires owners/operators of (a) any shipcarrying polluting and hazardous cargoes in bulk or (b) any other vessel above 10,000 gt to enter into a pollution clean-up contract with a Maritime Safety Agency (“MSA”) approvedShip Pollution Response Organization before the vessel enters a Chinese port. We have established contractual agreements and are cooperating with our local representatives, toprovide us the best in market options at each specific port. This practically applies to all the managed vessel within our fleets and means that we are getting high-quality service on acase by case basis, always obtaining the best price versus quality result that could be procured.International Labor OrganizationThe International Labor Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificateand a Declaration of Maritime Labor Compliance are required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged ininternational voyages or flying the flag of a Member and operating from a port, or between ports, in another country. All of our vessels have been awarded an MLC certificate followingthe relevant MLC inspection carried out on board and they have been approved for DMLC Part II by the ROs/flag administration in compliance with the requirements set out in theDMLC Part I issued by the respective flag administrations accordingly. 50 Table of ContentsThe Company fully complies with the financial responsibility and abandonment clauses of the regulatory framework.Vessel Security RegulationsSince the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives in various jurisdictions intended to enhance vessel security such as the U.S.Maritime Transportation Security Act of 2002 (“MTSA”). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain securityrequirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and PortFacility Security Code (“the ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain anInternational Ship Security Certificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate may be detained,expelled from or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installationof automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, includinginformation on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert theauthorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboardshowing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’sidentification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certificationrequirements.The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have onboard a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code.All of our vessels are already fully compliant with the ISPS code and have the International Ship Security Certificate (ISSC). Each vessel also has its own SSP (Ship Security Plan) whichhas been reviewed and approved by the RO/flag administration accordingly. In addition to the above, the Company has also chosen to comply with BMP5 standard as best managementpractices and also provides additional security equipment (and armed guards, where required) on board whenever our vessels pass through areas of voluntary reporting or where thereis high risk of piracy. Future security measures could also have a significant financial impact on us.The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf ofAden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsuredlosses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably thosecontained in the BMP5 industry standard.Inspection by Flag Administration and Classification SocietiesThe hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel issafe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition forinsurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS.The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015. The Rulesattempt to create a level of consistency between IACS Societies. All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., Bureau Veritas,NKK, DNV-GL, American Bureau of Shipping, Lloyd’s Register of Shipping). Their respective Classification certificates have been issued by the vessel’s classification society followingthe initial survey carried out on board. 51 Table of ContentsA vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle,under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwaterparts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargobetween ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or beemployed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.The managed vessels, depending on the flag administration requirements, are inspected during the stipulated periodicities. These inspections are arranged on a timely basis and thefindings (if any) are addressed for corrective actions, close-out and acceptance purposes. The findings are also finally reviewed by the relevant flag administration, in order to record theactions taken by the Company and close-out the findings on their systems.Risk of Loss and Liability InsuranceGeneralThe operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to politicalcircumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and otherenvironmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operatorsand bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurancemore expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can beinsured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates. 52 Table of Contents Hull and Machinery InsuranceWe procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and freight,demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire (except for certain charters for which we consider it appropriate), which coversbusiness interruptions that result in the loss of use of a vessel.Protection and Indemnity InsuranceProtection and indemnity insurance is provided by mutual protection and indemnity associations, or “P&I Associations,” and covers our third- party liabilities in connection with ourshipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arisingfrom collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreckremoval. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I Associations that comprise the International Group insureapproximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states thatthe Pool provides a mechanism for sharing all claims in excess of US$ 10 million up to, currently, approximately US$ 8.2 billion. As a member of a P&I Association, which is a member ofthe International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations andmembers of the shipping pool of P&I Associations comprising the International Group. 53 Table of ContentsEnsuring Compliance with Environmental RegulationsOther aspects of our environmental compliance include:·Refrigerant Allowance: We have banned all the types of refrigerants that significantly affect the ozone layer such as R22 in order to reduce the Global Warming Potential (GWP).Additionally, during possible maintenance activities both in our offices and on vessels, we use eco-friendly refrigerants that do not affect the ozone layer such as R407 andR404. In compliance with EU 517/2014 regulation, stipulating restriction to the use of refrigerants exceeding GWP of 2500, we are using eco-friendly refrigerants in 30% of ourfleet and we expect that 100% of our fleet will have installed eco-friendly refrigerants within the next 5 years.·Biodegradable Lubricants: We are using these types of biodegradable lubricants proactively in the majority of our fleet regardless of their destination. Biodegradable lubricantsare eco-friendly lubricants which are mandatory for vessels that transport cargo or have the United States as destination ports.·We had proactively taken immediate steps to comply in 2019 with certain provisions of EU regulation (1257/2013 on Ship recycling) that took effect on December 31, 2020. Theregulation refers to vessel recycling activities and the identification and monitoring of hazardous materials, including:·Asbestos.·PCBs.·Ozone depleting substances.·PFOS.·Anti-fouling systems containing organotin compounds as a biocide.We are also in the process of replacing Freon onboard. Our entire fleet complies with Hazardous Material regulation.Dry-BMS (RightShip Standards)This program is designed to allow ship managers to measure their SMS against agreed industry standards, with the aim of improving fleet performance and risk management. This willensure that policies align with the industry’s best practice to both advance our vessels’ performance and attain high standards of health, safety, security and pollution prevention.The draft guidelines focus on 30 areas of management practice across the four most serious risk areas faced in vessel operations: performance, people, plant and process. This gradesthe excellence of a company’s SMS against measurable expectations and targets without involving the burdens of excessive inspections. This standard is not meant to replace any pre-existing system or rule but rather to enhance their existing application and raise the levels of excellence achieved. The minimum benefits of this venture would a) cover all relevant shipmanagement issues in one document, b) be relevant to the entire dry bulk shipping industry worldwide, c) complement other statutory requirements and industry guidance and d) befrequently evaluated to drive continuous improvement across the management companies on an international level.Further to the above, RightShip has adjusted their inspection questionnaires in order to review the vessels’ compliance with the Dry-BMS standards, which are now in full effect andapplied on board. 54 Table of ContentsC. Organizational StructureAs of December 31, 2022, we are the sole owner of all of the outstanding shares of the subsidiaries listed in Note 1 of our consolidated financial statements under “Item 18. FinancialStatements.”D. Property, Plant and EquipmentWe do not own any real property. Our interests in the vessels in our fleet are our only material properties. See “Item 4. Information on the Company-B. Business Overview-General.”Item 4A.Unresolved Staff CommentsNone.Item 5.Operating and Financial Review and ProspectsThe following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with “Item 4. Business Overview” and our historicalconsolidated financial statements and accompanying notes included elsewhere in this annual report. This discussion contains forward-looking statements that reflect our current viewswith respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors,such as those set forth in “Item 3. Key Information-D. Risk Factors” and elsewhere in this annual report.We are a global shipping company with extensive operational experience that owns and operates a fleet of dry bulk carrier vessels. Our vessels transport a broad range of major andminor bulk commodities, including ores, coal, grains and fertilizers, along worldwide shipping routes.A. Operating ResultsWe deploy our vessels on a mix of short to medium time charters or voyage charters, contracts of affreightment, or in dry bulk carrier pools, according to our assessment of marketconditions. We adjust the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with medium to long-term time charters, or toprofit from attractive spot charter rates during periods of strong charter market conditions, or to maintain employment flexibility that the spot market offers during periods of weak chartermarket conditions.Key Performance IndicatorsOur business consists primarily of:·employment and operation of dry bulk vessels constituting our operating fleet; and·management of the financial, general and administrative elements involved in the conduct of our business and ownership of dry bulk vessels constituting our operating fleet.·The employment and operation of our vessels require the following main components:-vessel maintenance and repair;-crew selection and training;-vessel spares and stores supply;-contingency response planning;-onboard safety procedures auditing;-accounting; 55 Table of Contents -vessel insurance arrangement;-vessel chartering;-vessel security training and security response plans pursuant to the requirements of the ISPS Code;-obtaining ISM Code certification and audits for each vessel within the six months of taking over a vessel;-vessel hire management;-vessel surveying; and-vessel performance monitoring.·The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following maincomponents:-management of our financial resources, including banking relationships (i.e., administration of bank loans and bank accounts);-management of our accounting system and records and financial reporting;-administration of the legal and regulatory requirements affecting our business and assets; and-management of the relationships with our service providers and customers.The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:·charter rates and duration of our charters;·age, condition and specifications of our vessels·levels of vessel operating expenses;·depreciation and amortization expenses;·fuel costs;·financing costs; and·fluctuations in foreign exchange rates.We believe that the important measures for analyzing trends in the results of operations consist of the following:·Average number of vessels is the number of vessels that constituted our owned fleet for the relevant period, as measured by the sum of the number of days each operatingvessel was part of our owned fleet during the period divided by the number of calendar days in that period.·Ownership days are the total number of calendar days each vessel in the fleet was owned by us for the relevant period, including vessels subject to sale and leasebacktransactions and finance leases.·Available days for the fleet are the Ownership days after subtracting off-hire days for major repairs, dry docking or special or intermediate surveys and for vessels’improvements and upgrades. The available days for the years ended December 31, 2020, 2021 and 2022 were also decreased by off-hire days relating to disruptions inconnection with crew changes as a result of the COVID-19 pandemic. Our method of computing Available Days may not necessarily be comparable to Available Days of othercompanies due to differences in methods of calculation. 56 Table of Contents ·Charter-in days are the total days that we charter-in vessels not owned by us.·Time charter equivalent rate. Represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements) (pleaserefer below for its detailed calculation).·Daily operating expenses: Average daily operating expenses per vessel are calculated by dividing vessel operating expenses by Ownership days.The following table presents selected consolidated financial and other data of Star Bulk for each of the five years in the five year period ended December 31, 2022. The table should beread together with “Item 5. Operating and Financial Review and Prospects.” Excluding fleet data, the selected consolidated financial data of Star Bulk is a summary of, is derived from,and is qualified by reference to, our audited consolidated financial statements and notes thereto, which have been prepared in accordance with United States generally acceptedaccounting principles (“U.S. GAAP”).Our audited consolidated statements of operations, shareholders’ equity and cash flows for the years ended December 31, 2020, 2021 and 2022 and the consolidated balance sheetsat December 31, 2021 and 2022, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety. The historical results included belowand elsewhere in this document are not necessarily indicative of the future performance of Star Bulk. 57 Table of Contents CONSOLIDATED STATEMENT OF OPERATIONS(In thousands of U.S. Dollars, except per share and share data) 2018 2019 2020 2021 2022Voyage revenues 651,561 821,365 693,241 1,427,423 1,437,156 Voyage expenses 121,596 222,962 200,058 226,111 286,534Charter-in hire expenses 92,896 126,813 32,055 14,565 21,020Vessel operating expenses 128,872 160,062 178,543 208,661 228,616Dry docking expenses 8,970 57,444 23,519 30,986 47,718Depreciation 102,852 124,280 142,293 152,640 156,733Management fees 11,321 17,500 18,405 19,489 19,071General and administrative expenses 33,972 34,819 31,881 39,500 56,826Loss on bad debt 722 1,607 373 629 677(Gain)/ Loss on forward freight agreements and bunker swaps, net 447 (4,411) (16,156) (3,564) 1,451Impairment loss 17,784 3,411 - - - Loss on write-down of inventory - - - - 17,326Other operational loss 191 110 1,513 2,214 2,380Other operational gain - (2,423) (3,231) (2,110) (8,794)(Gain)/Loss on time charter agreement termination - - - (1,102) -(Gain) / Loss on sale of vessels - 5,493 - - - 519,623 747,667 609,253 688,019 829,558Operating income / (loss) 131,938 73,698 83,988 739,404 607,598Interest and finance costs (73,715) (87,617) (69,555) (56,036) (52,578)Interest income and other income / (loss) 1,866 1,299 267 315 7,050Gain / (loss) on interest rate swaps, net 707 - - - -Gain/(Loss) on debt extinguishment (2,383) (3,526) (4,924) (3,257) 4,064Total other expenses, net (73,525) (89,844) (74,212) (58,978) (41,464) Income/ (Loss) before taxes and equity in income of investee 58,413 (16,146) 9,776 680,426 566,134Income taxes (61) (109) (152) (16) (244)Income / (Loss) before equity in income of investee 58,352 (16,255) 9,624 680,410 565,890Equity in income of investee 45 54 36 120 109Net income / (loss) 58,397 (16,201) 9,660 680,530 565,999Earnings / (loss) per share, basic 0.76 (0.17) 0.10 6.73 5.54Earnings / (loss) per share, diluted 0.76 (0.17) 0.10 6.71 5.52Weighted average number of shares outstanding, basic 77,061,227 93,735,549 96,128,173 101,183,829 102,153,255 Weighted average number of shares outstanding, diluted 77,326,111 93,735,549 96,281,389 101,479,072 102,536,966 58 Table of ContentsCONSOLIDATED BALANCE SHEET AND OTHER FINANCIAL DATA(In thousands of U.S. Dollars, except per share data) 2018 2019 2020 2021 2022Cash and cash equivalents 204,921 117,819 183,211 450,285 269,754Current Assets 298,836 266,042 307,411 682,924 502,092Advances for vessels under construction and acquisition of vessels 59,900 - - - - Vessels and other fixed assets, net 2,656,108 2,965,527 2,877,119 3,013,038 2,881,551Total assets 3,022,137 3,238,671 3,191,793 3,754,719 3,433,624Current liabilities (including current portion of long-term bank loans and short-termlease financing) 222,717 310,931 266,432 290,796 282,555Total long-term bank loans including long term lease financing, excluding currentportion, net of unamortized loan and lease issuance costs 1,226,744 1,330,420 1,321,116 1,334,593 1,103,2338.00% 2019 Notes and 8.30% 2022 Notes, net of unamortized notes issuance costs 48,410 48,821 49,232 - - Common shares 926 961 971 1,023 1,029Total Shareholders’ equity 1,520,045 1,544,040 1,549,527 2,080,018 2,019,342Total liabilities and shareholders’ equity 3,022,137 3,238,671 3,191,793 3,754,719 3,433,624 59 Table of Contents OTHER FINANCIAL DATA Dividends declared (nil, $0.05, $0.05, $2.25 and $6.50) - 4,804 4,804 230,473 668,464Net cash provided by/(used in) operating activities 169,009 88,525 170,552 767,071 769,898Net cash provided by/(used in) investing activities (325,327) (279,837) (66,334) (121,263) (20,872)Net cash provided by/(used in) financing activities 96,695 103,697 (34,949) (368,068) (935,953)FLEET DATA Average number of vessels 87.7 112.1 116.0 125.4 128.0Total ownership days for fleet 32,001 40,915 42,456 45,759 46,720Total available days for fleet 31,614 36,403 40,274 44,059 44,207Charter-in days for fleet 5,089 6,843 1,414 571 913AVERAGE DAILY RESULTS (In U.S. Dollars) Time charter equivalent 13,796 13,027 11,789 26,978 25,461Vessel operating expenses 4,027 3,912 4,205 4,560 4,893Time Charter Equivalent Rate (TCE rate)Time charter equivalent rate (the “TCE rate”) represents the weighted average daily TCE rates of our operating fleet (including owned fleet and fleet under charter-in arrangements). TCErate is a measure of the average daily net revenue performance of our vessels. Our method of calculating TCE rate is determined by dividing a) voyage revenues (net of voyage expenses,charter-in hire expense and amortization of fair value of above/below-market acquired time charter agreements, if any, as well as adjusted for the impact of realized gain/(loss) on forwardfreight agreements (“FFAs”) and bunker swaps) by b) Available days for the relevant time period. Available days do not include the Charter-in days as per the relevant definitionsprovided above. In the calculation of TCE rates, we also include the realized gain/(loss) on FFAs and bunker swaps as we believe that this method better reflects the chartering result ofour fleet and is more comparable to the method used by our peers. TCE rate is a standard shipping industry performance measure used primarily to compare period-to-period changes ina shipping company’s performance despite changes in the mix of charter types (i.e., voyage charters, time charters, bareboat charters and pool arrangements) under which its vesselsmay be employed between the periods. Our method of computing TCE rate may not necessarily be comparable to TCE rates of other companies due to differences in methods ofcalculation. We include TCE rate, a non- GAAP measure, as it provides additional meaningful information in conjunction with voyage revenues, the most directly comparable GAAPmeasure, and it assists our management in making decisions regarding the deployment and use of our operating vessels and assists investors and our management in evaluating ourfinancial performance. 60 Table of Contents The following table reflects the calculation and reconciliation of TCE rate to voyage revenues as reflected in the consolidated statement of operations:(In thousands of U.S. Dollars, except for TCE rates) Year endedDecember 31,2020 Year endedDecember 31,2021 Year endedDecember 31,2022Voyage revenues $ 693,241 $ 1,427,423 $ 1,437,156Less: Voyage expenses (200,058) (226,111) (286,534)Charter-in hire expenses (32,055) (14,565) (21,020)Realized gain/(loss) on FFAs/bunker swaps 14,861 2,056 (4,034)Amortization of fair value of below/above market acquired time charter agreements, net (1,184) (187) -Time charter equivalent revenues $474,805 $1,188,616 $1,125,568 Available days 40,274 44,059 44,207Daily Time Charter Equivalent Rate (“TCE”) $ 11,789 $ 26,978 $ 25,461 Voyage RevenuesVoyage revenues are driven primarily by the number of vessels in our operating fleet, the duration of our charters, the number of charter in days, the amount of daily charter hire orfreight rates that our vessels earn under time and voyage charters, respectively, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitionsand disposals, the number of vessels chartered-in, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry dock undergoing repairs,maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the seaborne transportation market.Vessels operating on time charters for a certain period of time provide more predictable cash flows over that period of time but can yield lower profit margins than vessels operating in thespot charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market generate revenues that are less predictable, but may enableus to capture increased profit margins during periods of improvements in charter rates, although we would be exposed to the risk of declining vessel rates, which may have a materiallyadverse impact on our financial performance. If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed ourvessels on period time charters.Voyage ExpensesVoyage expenses may include port and canal charges, agency fees, fuel (bunker) expenses and brokerage commissions payable to related and third parties. Voyage expenses are incurredfor our owned and chartered-in vessels during voyage charters or when the vessel is unemployed. Bunker expenses, port and canal charges primarily increase in periods during whichvessel are employed on voyage charters because these expenses are paid by the owners. Our voyage expenses primarily consist of bunkers cost, port expenses and commissions paid inconnection with the chartering of our vessels.Charter-in Hire ExpensesCharter-in hire expenses represent hire expenses for chartering-in third- and related- party vessels, either under time charters or voyage charters. 61 Table of ContentsVessel Operating ExpensesVessel operating expenses include crew wages and related costs, the cost of insurance and vessel registry, expenses relating to repairs and maintenance, the cost of spares andconsumable stores, tonnage taxes, regulatory fees, vessel scrubbers and BWTS maintenance expenses, lubricants and other miscellaneous expenses. Other factors beyond our control,some of which may affect the shipping industry in general, including for instance developments relating to market prices for crew wages, lubricants and insurance, may also cause theseexpenses to increase.Dry Docking ExpensesDry docking expenses relate to regularly scheduled intermediate survey or special survey dry docking necessary to preserve the quality of our vessels as well as to comply withinternational shipping standards and environmental laws and regulations. Dry docking expenses can vary according to the age of the vessel and its condition, the location where the drydocking takes place, shipyard availability and the number of days the vessel is under dry dock. We utilize the direct expense method, under which we expense all dry-docking costs asincurred.DepreciationWe depreciate our vessels on a straight-line basis over their estimated useful lives, which is determined to be 25 years from the date of their initial delivery from the shipyard.Depreciation is calculated based on a vessel’s cost less the estimated residual value.General and Administrative ExpensesWe incur general and administrative expenses, including our onshore personnel related expenses, directors’ and executives’ compensation, share based compensation, legal, consulting,audit and accounting expenses.Management FeesManagement fees include fees paid to third parties as well as related parties providing certain procurement services to our fleet.Loss on Write-Down of InventoryLoss on write-down of inventory results from the valuation of the bunkers remaining onboard our vessels following the decrease of bunkers’ net realizable value compared to theirhistorical cost as of each period end.Interest and Finance CostsWe incur interest expense and financing costs in connection with our outstanding indebtedness under our existing loan facilities (including sale and leaseback financing transactions).We also incur financing costs in connection with establishing those facilities, which are presented as a direct deduction from the carrying amount of the relevant debt liability andamortize them to interest and financing costs over the term of the underlying obligation using the effective interest method.Gain/(loss) on Interest Rate Swaps, netWe enter into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to our variable interest loans and credit facilities.Interest rate swaps are recorded in the balance sheet as either assets or liabilities, measured at their fair value (Level 2) with changes in such fair value recognized in earnings under(gain)/loss on interest rate swaps, net, unless specific hedge accounting criteria are met. When interest rate swaps are designated and qualify as cash flow hedges, the effective portionof the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income / (Loss) while any ineffective portion is recorded as Gain/(loss) on interest rate swaps, net. 62 Table of ContentsGain/(Loss) on Forward Freight Agreements and Bunker Swaps, netWhen deemed appropriate from a risk management perspective, we take positions in freight derivatives, including freight forward agreements (the “FFAs”) and freight options with anobjective to utilize those instruments as economic hedges that are highly effective in reducing the risk on specific vessels trading in the spot market and to take advantage of short termfluctuations in the market prices. Upon the settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route andtime period, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multipliedby the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller thesettlement sum. Our FFAs are settled on a daily basis mainly through reputable exchanges such as European Energy Exchange (“EEX”) or Singapore Exchange (“SGX”) so as to limit ourexposure in over the counter transactions. Customary requirements for trading in FFAs include the maintenance of initial and variation margins based on expected volatility, openposition and mark to market of the contracts. Freight options are treated as assets/liabilities until they are settled. Any such settlements by us or settlements to us under FFAs arerecorded under (Gain)/Loss on forward freight agreements and bunker swaps, net.Also, when deemed appropriate from a risk management perspective, we enter into bunker swap contracts to manage our exposure to fluctuations of bunker prices associated with theconsumption 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 areagreed in advance. Our bunker swaps are settled on a daily basis, mainly through reputable exchanges such as Intercontinental Exchange (“ICE”) to limit our counterparty exposure inover the counter transactions. Bunker price differentials paid or received under the swap agreements are recognized under (Gain)/Loss on forward freight agreements and bunker swaps,net.The fair value of freight derivatives and bunker swaps is determined through Level 1 inputs of the fair value hierarchy (quoted prices from the applicable exchanges such as EEX, SGX orICE. Our FFAs and bunker swaps do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under (Gain)/Loss on forward freight agreements andbunker swaps, net.Interest IncomeWe earn interest income on our cash deposits with our lenders and other financial institutions.Foreign Exchange FluctuationsPlease see “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”Year ended December 31, 2022 compared to the year ended December 31, 2021Voyage revenues and related direct expenses: Voyage revenues for the year ended December 31, 2022 increased to $1,437.2 million from $1,427.4 million for the year ended December 31,2021. Voyage expenses for the year ended December 31, 2022 increased to $286.5 million from $226.1 million for the year ended December 31, 2021 and charter-in hire expenses increasedto $21.0 million from $14.6 million. As a result, the TCE rate for the year ended December 31, 2022 was $25,461 compared to $26,978 for the year ended December 31, 2021 which isindicative of the weaker market conditions that prevailed during the year compared to the preceding year and especially the increase of bunker costs.Loss on write-down of inventory: Our results for the year ended December 31, 2022 include a loss on write-down of inventories of $17.3 million resulting from the valuation of thebunkers remaining on board our vessels as a result of the continuing decrease of such bunkers’ net realizable value compared to their historical cost.Operating expenses: For the years ended December 31, 2022 and 2021, vessel operating expenses were $228.6 million and $208.7 million, respectively. This increase was partially due tothe increase in the average number of vessels to 128.0 from 125.4. Vessel operating expenses for the years ended December 31, 2022 and 2021 included additional crew expenses related tothe increased number and cost of crew changes performed during the period as a result of COVID-19 restrictions estimated to be $9.6 million and $8.4 million, respectively, while vesseloperating expenses for the year ended December 31, 2021 included pre-delivery and pre-joining expenses of $3.1 million (nil in 2022). Lastly, during the year ended December 31, 2022 weincurred $4.2 million of additional operating expenses due to change of management of certain vessels, from third party to in-house. 63 Table of ContentsDry docking expenses: Dry docking expenses for the years ended December 31, 2022 and December 31, 2021, were $47.7 million and $31.0 million, respectively. During the year ended 31,2022, 35 vessels completed their periodic dry docking surveys while during the year ended December 31, 2021, 28 vessels completed their periodic dry docking surveys.Depreciation: For the years ended December 31, 2022 and 2021, depreciation expense increased to $156.7 million from $152.6 million due to the increase in the average number of vesselsas well as the additional upgrades increasing the vessels’ cost.General and administrative expenses and Management fees: General and administrative expenses for the years ended December 31, 2022 and 2021 were $56.9 million and $39.5 million,respectively. The increase is mainly attributable to the increase in the share-based compensation expense to $28.5 million from $10.3 million. Management fees for the year endedDecember 31, 2022 decreased to $19.1 million from $19.5 million, for the year ended December 31, 2021, despite the corresponding increase in the average number of vessels to 128.0vessels from 125.4 vessels, due to the change of management of certain vessels from third party to in-house.(Gain)/Loss on forward freight agreements and bunker swaps, net: For the year ended December 31, 2022, we incurred a net loss on forward freight agreements and bunker swaps of$1.5 million, consisting of unrealized gain of $2.5 million and realized loss of $4.0 million. For the year ended December 31, 2021, we incurred a net gain on forward freight agreements andbunker swaps of $3.6 million, consisting of unrealized gain of $1.5 million and realized gain of $2.1 million.Interest and finance costs net of interest income and other income/(loss): Interest and finance costs net of interest income and other income/(loss) for the years ended December 31,2022 and 2021 were $45.5 million and $55.7 million, respectively. Despite the increase in LIBOR rates, the above mentioned decrease is primarily attributable to the decline in the averageinterest rate on our outstanding indebtedness, mainly driven by the refinancing of certain of our debt agreements that we have performed during 2022 as well as higher interest earnedfrom fixed deposits during the year ended December 31, 2022 and foreign exchange gains incurred in the same period compared to foreign exchange losses incurred during the yearended December 31, 2021.Gain/(Loss) on debt extinguishment: For the year ended December 31, 2022, we incurred a net gain on debt extinguishment of $4.1 million which was primarily due to a write-off of theamount of $5.8 million of the cumulative gain on the hedging instrument previously recognized in equity, following the prepayment of the corresponding loans. For the year endedDecember 31, 2021, loss on debt extinguishment was $3.3 million which primarily consists of $3.6 million written off unamortized debt issuance costs following the refinancing agreementsentered into during the year.Year ended December 31, 2021 compared to the year ended December 31, 2020For a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020, please refer to “Item 5. Operating and Financial Review and Prospects” in ourAnnual Report on Form 20-F for the year ended December 31, 2021, or our “2021 20-F”.Recent Accounting PronouncementsFor recent accounting pronouncements see Note 2 to our consolidated financial statements.B. Liquidity and Capital ResourcesOur principal sources of funds have been cash flow from operations, equity offerings, borrowings under secured credit facilities, debt securities or bareboat lease financings andproceeds from vessel sales. Our principal uses of funds have been capital expenditures to establish, grow our fleet, maintain the quality of our dry bulk carriers and comply withinternational shipping standards, environmental laws and regulations, fund working capital requirements, make principal and interest payments on outstanding indebtedness and makedividend payments when approved by the Board of Directors. 64 Table of ContentsOur short-term liquidity requirements include paying operating costs, funding working capital requirements and the short-term equity portion of the cost of vessel acquisitions andvessel upgrades, interest and principal payments on outstanding indebtedness and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cashflows. Our primary source of short-term liquidity is cash generated from operating activities, available cash balances and portions from new debt and refinancings as well as equityfinancings.Our medium- and long-term liquidity requirements are funding the equity portion of our newbuilding vessel installments and secondhand vessel acquisitions, if any, funding requiredpayments under our vessel financing and other financing agreements and paying cash dividends when declared. Sources of funding for our medium- and long-term liquidityrequirements include cash flows from operations, new debt and refinancings or bareboat lease financing, sale and lease back arrangements, equity issuances and vessel sales. Pleasealso refer to Note 15 to our audited consolidated financial statements included in this annual report for further discussion on our commitments as of December 31, 2022.As of February 16, 2023, we had total cash of $356.2 million and $1,321.7 million of outstanding borrowings (including bareboat lease financing). In addition, following a number ofinterest rates swaps that we entered into, we have converted a total of $722.1 million of such debt from floating benchmark rate to an average fixed rate of 46 bps with average maturity of1.1 years. Our debt agreements contain financial covenants and undertakings requiring us to maintain various ratios. We believe that our current cash balance, and our operating cashflows to be generated over the short-term period will be sufficient to meet our 2023 liquidity needs and at least through the end of the first quarter of 2024, including funding theoperations of our fleet, capital expenditure requirements and any other present financial requirements including the cost for the installation of BWTS and ESD. In addition, we may selland issue shares under our two effective At-the-Market offering programs of up to $150.0 million at any time and from time to time. As of February 16, 2023, cumulative gross proceedsunder our At-the-Market offering programs were $20.2 million. We may seek additional indebtedness to finance future vessel acquisitions in order to maintain our cash position or torefinance our existing debt in more favorable terms. Our practice has been to fund the cash portion of the acquisition of dry bulk carriers using a combination of funds from operationsand bank debt or lease financing secured by mortgages or title of ownership on our dry bulk carriers held by the relevant lenders, respectively. We may also use the proceeds frompotential equity or debt offerings to finance future vessel acquisitions. Our business is capital-intensive and its future success will depend on our ability to maintain a high-quality fleetthrough the acquisition of newer dry bulk carriers and the selective sale of older dry bulk carriers. These acquisitions will be principally subject to management’s expectation of futuremarket conditions as well as our ability to acquire dry bulk carriers on favorable terms. However our ability to obtain bank or lease financing, to refinance our existing debt or to accessthe capital markets for offerings in the future, may be limited by our financial condition at the time of any such financing or offering, including the market value of our fleet, as well as byadverse market conditions resulting from, among other things, general economic conditions, weakness in the financial and equity markets and contingencies and uncertainties, that arebeyond our control. Our liquidity is also impacted by our dividend policy (see “Item 8. Financial Information--A. Consolidated statements and other financial information—DividendPolicy”).The COVID-19 pandemic resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. There continues to be a high level ofuncertainty relating to how the pandemic will evolve, the evolution and emergence of existing and future variants, the availability of vaccines and their global deployment, thedevelopment of effective treatments, the imposition of effective public safety and other protective measures and the public’s and government’s responses to such measures. At present,it is not possible to ascertain any future impact of COVID-19 on the Company’s operational and financial performance, which may take some time to materialize and may not be fullyreflected in the Company’s historical results. The reopening of the global economy and consequent increased demand across all key dry bulk commodities has positively affected ourrevenues. On the other hand, as a result of COVID-19 restrictions imposed since 2020, additional crew expenses were incurred. However, an increase in the severity or duration or aresurgence of the COVID-19 pandemic and any significant disruption of wide-scale vaccine distribution could have a material adverse effect on the Company’s business, results ofoperations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends. 65 Table of Contents Cash FlowsCash and cash equivalents as of December 31, 2022 were $269.8 million, compared to $450.3 million as of December 31, 2021. We define working capital as current assets minus currentliabilities, including the current portion of long-term bank loans and lease financing. Our working capital surplus as of December 31, 2022 and 2021 was $219.5 million and $392.1 million,respectively. The decrease in working capital surplus is primarily attributable to the lower cash and cash equivalents as of December 31, 2022 compared to December 31, 2021 (asdescribed above), mainly due to an increase of $438.5 million in dividends paid during the year ended December 31, 2022 compared to prior year.As of December 31, 2022 and 2021, we were required to maintain minimum liquidity, not legally restricted, of $64.0 million, which is included within “Cash and cash equivalents” in the2022 and 2021 balance sheets, respectively. In addition, as of December 31, 2022 and 2021, we were required to maintain minimum liquidity, legally restricted, of $16.6 million and of $23.0million, respectively, which is included within “Restricted cash” in the 2022 and 2021 balance sheets, respectively.Year ended December 31, 2022 compared to the year ended December 31, 2021Net Cash Provided By / (Used In) Operating ActivitiesNet cash provided by operating activities for the twelve months ended December 31, 2022 and 2021 was $769.9 million and $767.1 million, respectively. The variation is primarilyattributable to the lower net interest expense following the refinancing of certain of our debt agreements, partly offset by the decrease in our operating income (excluding non-cash items)following the weaker market conditions in 2022.Net Cash Provided By / (Used In) Investing ActivitiesNet cash used in investing activities for the year ended December 31, 2022 and 2021 was $20.9 million and $121.3 million, respectively. The decrease was primarily attributable to cashpaid in 2021 in connection with the acquisition of vessels as opposed to no vessel acquisitions in 2022, as well as lower capital expenditures for vessel upgrades (BWTS, ESD andscrubbers) paid in 2022 compared to relevant payments in 2021.Net Cash Provided By / (Used In) Financing ActivitiesNet cash used in financing activities for the year ended December 31, 2022 and 2021 was $936.0 million and $368.1 million, respectively. The increase was primarily driven by higher debtrepayments and prepayments compared to debt proceeds in 2022 as compared to 2021 as well as the higher dividend payments made in 2022 compared to the corresponding period in2021.Year ended December 31, 2021 compared to the year ended December 31, 2020For a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020, please refer to “Item 5. Operating and Financial Review and Prospects” in our 202120-F. 66 Table of ContentsSenior Secured Credit FacilitiesThe following summary of the material terms of our senior secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety by reference to, all theprovisions of our senior secured credit facilities. Because the following is only a summary, it does not contain all information that you may find useful.1.ABN $115.0 million Facility (refinanced) - ABN $67.9 million FacilityOn December 17, 2018, we entered into a loan agreement with ABN AMRO Bank N.V. (“ABN AMRO Bank”) (the “ABN $115.0 million Facility”), for an amount of up to $115.0 millionavailable in four tranches. The first and the second tranche of $69.5 million and $7.9 million, respectively, were drawn on December 20, 2018. The first tranche was used to refinance thethen existing indebtedness of the vessels Star Virginia, Star Scarlett, Star Jeannette and Star Audrey and the second tranche was used to partially finance the acquisition cost of the StarBright. The first and the second tranche were repayable in 20 equal quarterly installments of $1.7 million and $0.3 million respectively, and balloon payments were due in December 2023along with the last installment in an amount of $35.4 million and $2.3 million, respectively. The remaining two tranches of $17.9 million each were drawn in January 2019 and were used topartially finance the acquisition cost of the Star Marianne and Star Janni. Each of the third and the fourth tranche was repayable in 19 equal quarterly installments of $0.7 million andballoon payment due in December 2023 along with the last installment in an amount of $5.1 million. The loan is secured by a first priority mortgage on the aforementioned vessels. OnAugust 4, 2022, we entered into a new loan agreement with ABN AMRO Bank, in order to refinance the then outstanding amount of $67.9 million under the ABN $115.0 million Facility,(the “ABN $67.9 million Facility”). The ABN $67.9 million Facility provides for a lower margin and an extension of the final repayment date from December 2023 to June 2027 which issecured by the seven vessels previously securing the ABN $115.0 million Facility.The repayment schedule of the outstanding amounts under the four tranches was amended as follows: i) the first tranche is repayable in 20 quarterly installments, with variable paymentsof the first 13 installments of $1.7 million, the fourteenth installment of $2.2 million, the next five installments of $3.3 million and the last installment of $4.6 million due in June 2027, ii) thesecond tranche is repayable in 14 equal quarterly installments of $0.3 million with the last installment due in December 2025 and iii) the third and the fourth tranches are repayable in 13equal quarterly installments of $0.7 million each, with the last two installments of $0.4 million each both due in December 2025.2.E. SUN Facility On January 31, 2019, we entered into a loan agreement with E. SUN Commercial Bank, Hong Kong branch, the (“E.SUN Facility”), for the financing of an amount of up to $37.1 millionwhich was used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Ariadne. On March 1, 2019, we drew the amount of $37.1 million, which isrepayable in 20 consecutive, quarterly principal payments of $0.6 million plus a balloon payment of $24.7 million payable simultaneously with the last quarterly installment, which is duein March 2024. The E.SUN Facility is secured by the vessel Star Ariadne.3.Atradius FacilityOn February 28, 2019, we entered into a loan agreement with ABN AMRO Bank (the “Atradius Facility”) for the financing of an amount of up to $36.6 million which was be used tofinance the acquisition and installation of scrubber equipment for 42 vessels. The financing is credit insured (85%) by Atradius Dutch State Business N.V. of the Netherlands (the“Atradius”). During 2019, three tranches of $33.3 million, in aggregate, were drawn and the last tranche of $3.3 million was drawn in January 2020. In September 2021, we prepaid anamount of $2.0 million, in connection with the vessels Star Despoina and Star Piera and the remaining six semi-annual installments were amended to $3.3 million, with the last installmentdue in June 2024. As of December 31, 2022 the Atradius Facility was secured by a second-priority mortgage on 18 vessels of our fleet. 67 Table of Contents 4.CTBC FacilityOn May 24, 2019, we entered into a loan agreement with CTBC Bank Co., Ltd (“CTBC”), (the “CTBC Facility”), for an amount of $35.0 million, which was used to refinance theoutstanding amount under the then existing lease agreement of the vessel Star Karlie. The facility is repayable in 20 quarterly principal payments of $0.7 million and a balloon paymentof $20.4 million payable simultaneously with the last quarterly installment, which is due in May 2024. The CTBC Facility is secured by the aforementioned vessel.5.NTT FacilityOn July 31, 2019, we entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT Facility”), for an amount of $17.5 million. The amount wasdrawn in August 2019 and was used to refinance the outstanding loan amount of the vessel Star Aquarius under its then existing loan facility. The facility is repayable in 27 quarterlyprincipal payments of $0.3 million and a balloon payment of $9.1 million, which is due in August 2026. The NTT Facility is secured by the vessel Star Aquarius.6.CEXIM $106.5 million FacilityOn September 23, 2019, we entered into a loan agreement with China Export-Import Bank (the “CEXIM $106.5 million Facility”) for an amount of $106.5 million, which was used torefinance the outstanding amounts under the then existing lease agreements of the vessels Katie K, Debbie H and Star Ayesha. The facility is available in three tranches of $35.5 millioneach, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $0.7 million and a balloon payment of $5.9 million payable together with thelast installment. The CEXIM $106.5 million Facility is secured by the three aforementioned vessels.7.DSF $55.0 million FacilityOn March 26, 2020, we entered into a loan agreement with Danish Ship Finance A/S (the “DSF $55.0 million Facility”) for an amount of up to $55.0 million. The facility was available intwo tranches of $27.5 million each, both of which were drawn on March 30, 2020 and used to refinance the outstanding amounts under the lease agreements of the vessels Star Eleni andStar Leo. Each tranche is repayable in 10 equal consecutive, semi- annual principal payments of $1.1 million and a balloon payment of $16.9 million payable simultaneously with the lastinstallment, which is due in April 2025. The DSF $55.0 million Facility is secured by the two aforementioned vessels. In addition, in April 2020, the Company elected to exercise its optionunder the DSF $55.0 million Facility to convert the floating part of the interest rate linked to US LIBOR, to a fixed rate of 0.581% per annum for a period of three years starting from July 1,2020.8.CEXIM Bank $57.6 million FacilityOn December 1, 2020 we entered into a loan agreement with China Export-Import Bank, (the “CEXIM Bank $57.6 million Facility”) for a loan amount of $57.6 million which was drawn infour tranches in late December 2020 and used to refinance the outstanding amounts under a loan facility secured by the vessels Star Gina 2GR, Star Charis, Star Suzanna and a leaseagreement secured by the vessel Star Wave. The first two tranches for Star Wave of $13.2 million and for Star Gina 2GR of $26.2 million, are repayable in 32 equal quarterly installmentsof $0.3 million and $0.7 million and a balloon payment of $2.6 million and $5.2 million, respectively, due in December 2028. The remaining two tranches of $9.1 million each, for Star Charisand Star Suzanna, are repayable in 32 equal quarterly installments of $0.3 million each. The facility matures in December 2028 and is secured by the four aforementioned vessels.9.SEB $39.0 million FacilityOn January 22, 2021, we entered into a loan agreement with Skandinaviska Enskilda Banken AB (“SEB”) (the “SEB $39.0 million Facility”) for a loan amount of $39.0 million. The amountwas drawn on January 25, 2021 and was used to finance the cash consideration for the three Capesize dry bulk vessels acquired from E.R, which were delivered to us on January 26, 2021.The SEB $39.0 million Facility is repayable in 20 equal quarterly principal payments of $1.95 million with the last installment due in January 2026 and is secured by the vessels Star Bueno,Star Borneo and Star Marilena. 68 Table of Contents 10.NBG $125.0 million FacilityOn June 24, 2021, we entered into an agreement with the National Bank of Greece for a term loan with one drawing in an amount of up to $125.0 million (the “NBG $125.0 million Facility”).On June 28, 2021, we drew down $125.0 million under the NBG $125.0 million Facility to refinance the outstanding amount under the then existing facility. The facility is repayable in 20equal quarterly principal payments of $3.75 million and a balloon payment of $50.0 million payable together with the last installment due in June 2026. In September 2022, an amount of$5.5 million was prepaid in connection with the Strange Attractor, and the quarterly installments and the balloon payment amended to $3.6 million and $47.0 million, respectively. TheNBG $125.0 million Facility is secured by the vessels Big Bang, Big Fish, Pantagruel, Star Nasia, Star Danai, Star Renee, Star Markella, Star Laura, Star Moira, Star Jennifer, StarMariella, Star Helena, Star Maria, Star Triumph, Star Angelina and Star Gwyneth.11.DNB $107.5 million FacilityOn September 28, 2021, we entered into an agreement with the DNB Bank ASA for a term loan with one drawing in an amount of up to $107.5 million (the “DNB $107.5 million Facility”).On September 29, 2021, the maximum amount was drawn and used to refinance the aggregate outstanding amount under three then existing facilities. The DNB $107.5 million Facility isrepayable in 20 equal quarterly principal payments of $3.7 million and a balloon payment of $33.4 million payable together with the last installment due in September 2026. The DNB$107.5 million Facility is secured by the vessels Star Luna, Star Astrid, Star Genesis, Star Electra, Star Glory Star Monica, Star Borealis and Star Polaris.12.ABN AMRO $97.1 million FacilityOn October 27, 2021, we entered into an agreement with the ABN AMRO Bank, (the “ABN AMRO $97.1 million Facility”) for a loan facility of up to $97.1 million. The amount of $97.1million was drawn on October 29, 2021 and was used to refinance the outstanding amount under the then existing facility. The ABN AMRO $97.1 million Facility was available in twotranches, one of $68.95 million which is repayable in 20 equal quarterly principal payments of $2.25 million and a balloon payment of $23.95 million payable together with the lastinstallment due in October 2026 and one of $28.2 million which is repayable in 12 equal quarterly principal payments of $2.35 million, maturing in October 2024. The ABN AMRO $97.1million Facility is secured by the vessels Star Pauline, Star Angie, Star Sophia, Star Georgia, Star Kamila and Star Nina, Star Eva, Star Paola, Star Aphrodite, Star Lydia and StarNicole.13.Credit Agricole $62.0 million FacilityOn October 29, 2021, we entered into a loan agreement with Credit Agricole Corporate and Investment Bank (the “Credit Agricole $62.0 million Facility”) for the financing of an aggregateamount of $62.0 million, to refinance the aggregate outstanding amount under two then existing agreements and to prepay an amount of $2.0 million under the Atradius Facility inconnection with the vessels Star Despoina and Star Piera. The amount of $62.0 million was drawn on November 2, 2021 and is repayable in 20 quarterly installments of which the firstthree will be of $3.0 million and the following 17 of $2.6 million and a balloon payment of $8.8 million, payable together with the last installment due in November 2026. The Credit Agricole$62.0 million Facility is secured by the vessels Star Martha, Star Sky, Stardust, Star Despoina and Star Piera.14.Increased Financing by $100.0 million - ING $310.6 million FacilityOn June 28, 2022, we entered into a fourth amended and restated agreement relating to an original facility agreement with ING Bank N.V., London Branch (ING) dated September 28, 2018(the “ING $310.6 million Facility”), in order to increase the financing by $100.0 million and to include additional borrowers under the existing agreement. The additional financing amountof $100.0 million was available in nine tranches ranging from $9.9 million to $12.4 million and were drawn on June 30, 2022 in order to refinance the outstanding amounts under the leaseagreements with CMBL of the Eneti Acquisition Vessels and the Star Vega and to refinance the outstanding loan amount of HSBC $80,000 Facility of the vessel Madredeus, as describedbelow. Each tranche is repayable in 20 equal quarterly principal payments ranging from $0.3 million to $0.4 million plus a balloon payment ranging from $1.6 million to $6.7 million due fiveyears after their drawdown. Under the ING $310.6 million Facility as last amended and restated on June 28, 2022, the following financing amounts have also been drawn: i) in October2018, two tranches of $22.5 million each, which are repayable in 28 equal consecutive quarterly installments of $0.5 million and a balloon payment of $9.4 million payable together with thelast installment and were used to refinance the outstanding amount under the then existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two tranches of $1.4million each, which are repayable in 16 equal consecutive quarterly installments of $0.09 million each, and were used to finance the acquisition and installation of scrubber equipment forthe vessels Peloreus and Leviathan, iii) in March 2019 and April 2019 two tranches of $32.1 million and $17.4 million, respectively, which are repayable in 28 equal consecutive quarterlyprincipal payments of $0.5 million and $0.3 million, plus a balloon payment of $17.1 million and $8.7 million, respectively, both due in seven years after the drawdown date, and were usedto refinance the outstanding amounts under the then existing lease agreements of the vessels Star Magnanimus and Star Alessia, iv) in May 2019 and November 2019, two tranches of$1.4 million each, which are repayable in 16 equal consecutive quarterly installments of $0.09 million each, and were used to finance the acquisition and installation of scrubber equipmentfor the vessels Star Magnanimus and Star Alessia, v) in July 2020, six tranches of a total amount of $70.0 million, which are repayable in 24 equal consecutive quarterly principalpayments and were used to refinance all outstanding amounts under the lease agreements with CMBL of the vessels Star Claudine, Star Ophelia, Star Lyra, Star Bianca, Star Flameand Star Mona, and vi) in August 2021, two tranches of $20.0 million each, which are repayable in 20 equal consecutive quarterly principal payments of $0.3 million plus a balloonpayment of $14.1 million due five years after their drawdown and were used to finance part of the acquisition cost of the vessels Star Elizabeth and Star Pavlina. The ING $310.6 millionFacility is secured by the vessels Peloreus, Leviathan, Star Magnanimus, Star Alessia, Star Claudine, Star Ophelia, Star Lyra, Star Bianca, Star Flame, Star Mona, Star Elizabeth,Star Pavlina, Madredeus, Star Vega, Star Capoeira, Star Carioca, Star Athena, Star Subaru, Star Bovarius, Star Lambada and Star Macarena. 69 Table of Contents15.Citi $100.0 million FacilityOn July 5, 2022, we entered into a loan agreement with Citibank N.A., London Branch (“Citibank”) (the “Citi $100.0 million Facility”) for a loan of up to $100.0 million in two tranches. Thefirst tranche of $48.3 million was drawn on July 18, 2022 and used to replenish the funds used in June for the extinguishment of the aggregate outstanding amount of $55.7 million underthe lease agreements with CMBL for the vessels Star Sirius, Laura, Idee Fixe, Kaley and Roberta. The second tranche of $51.7 million was drawn on August 29, 202,2 in order torefinance the aggregate outstanding amount of $42.7 million under the lease agreements with CMBL of the vessels Star Apus, Star Cleo, Star Columba, Star Dorado, Star Hydrus, StarPegasus and Star Pyxis. Each tranche is repayable in 20 equal quarterly principal payments of $1.3 million and balloon payments of $23.2 million and $24.8 million, respectively, payabletogether with the last installments due in July 2027. The Citi $100.0 million Facility is secured by the 12 aforementioned vessels.16.SEB $42.0 million FacilityOn August 3, 2022, we entered into a loan agreement with SEB (the “SEB $42.0 million Facility”) for a loan of up to $42.0 million in three tranches, which were drawn on the same date.The first two tranches of $12.8 million and $13.5 million were used to refinance the aggregate outstanding amount of $29.3 million under the HSBC $80.0 million Facility, which is now fullyrepaid (as discussed below), and the third tranche of $15.7 million was used to refinance the outstanding amount of $13.8 million under the NTT $17.6 million Facility (as discussedbelow). Each tranche is repayable in 20 equal quarterly principal payments of $0.4 million and a balloon payment ranging from $5.7 million to $7.0 million, payable together with the lastinstallment due in August 2027. The SEB $42.0 million Facility is secured by the vessels Amami, Mercurial Virgo and Star Calypso.17.CTBC $25.0 million FacilityOn November 22, 2022, we entered into a loan agreement with CTBC (the “CTBC $25.0 million Facility”), for an amount of up to $25.0 million, which was drawn on November 30, 2022 andused to refinance the outstanding amount under the previous lease agreement with Ocean Trust Co. Ltd. of the vessel Star Libra (as discussed below). The facility is repayable in 20quarterly principal payments of $0.6 million and a balloon payment of $13.8 million payable simultaneously with the last quarterly installment, which is due in November 2027. The CTBC$25.0 million Facility is secured by the vessel Star Libra. 70 Table of Contents 18.NTT $24.0 million FacilityOn December 8, 2022, we entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT $24.0 million Facility”) for an amount of $24.0 million. Theamount was drawn on December 16, 2022 and used to refinance the outstanding amount of the Star Virgo under the Citibank $62.6 million Facility (as discussed below). The facility isrepayable in 20 quarterly principal payments of $0.6 million and a balloon payment of $12.0 million, which is due in December 2027. The NTT $24.0 million Facility is secured by the vesselStar Virgo.19.ABN AMRO $24.0 million FacilityOn December 19, 2022, we entered into a loan agreement with ABN AMRO Bank (the “ABN AMRO $24.0 million Facility”) for an amount of $24.0 million. The amount was drawn onDecember 22, 2022 and used to refinance the outstanding amount under the SEB Facility (as discussed below) of the vessel Star Sienna. The facility is repayable in 20 quarterly principalpayments of $0.5 million and a balloon payment of $14.0 million, which is due in December 2027. The ABN AMRO $24.0 million Facility is secured by the vessel Star Sienna.20.Standard Chartered $47.0 million FacilityOn December 29, 2022, we entered into a loan agreement with Standard Chartered Bank (the “Standard Chartered $47.0 million Facility”) for an amount of $47.0 million. The facility isavailable in two tranches of $22.8 million and $24.2 million which were drawn in January 2023 and were used to replenish cash used in November 2022 to repay the outstanding amountsof the vessels i) Star Marisa under the Citibank $62.6 million Facility and ii) Star Laetitia under the SEB Facility, respectively, each as described below. Each tranche is repayable in 20equal consecutive, quarterly principal payments of $0.5 million and a balloon payment of $13.3 million and $$14.9 million, respectively, payable simultaneously with the last installments,which are due in December 2027. The Standard Chartered $47.0 million Facility is secured by the two aforementioned vessels.Facilities Repaid in 20221.HSBC $80.0 million FacilityOn September 26, 2018, we entered into a loan agreement with HSBC Bank plc for a loan of $80.0 million (the “HSBC $80.0 million Facility”) to refinance the aggregate outstanding amountunder the then existing loan agreements. The amount of $80.0 million was drawn on September 28, 2018. During 2019, an amount of $7.5 million was prepaid in connection with the sale oftwo vessels under the HSBC $80.0 million Facility. During 2022, the HSBC $80.0 million Facility was refinanced using part of the funds received under the SEB $42.0 million Facility andfor the vessel Madredeus by using funds received under the ING $310.6 million Facility , as described above, and subsequently repaid in full. Prior to its repayment, the facility wassecured by the vessels Kymopolia, Mercurial Virgo, Pendulum, Amami, Madredeus, Star Emily, Star Omicron, and Star Zeta.2.SEB FacilityOn January 28, 2019, we entered into a loan agreement with SEB (the “SEB Facility”), for the financing of an amount up to $71.4 million. The facility was available in four tranches. Thefirst two tranches of $32.8 million each, were drawn on January 30, 2019 and used together with cash on hand to refinance the outstanding amounts under the then existing leaseagreements of the vessels Star Laetitia and the Star Sienna. The remaining two tranches of approximately $1.3 million each were drawn in September 2019 and March 2020, respectively,and were used to finance the acquisition and installation of scrubber equipment for the respective vessels. During 2022, the SEB Facility was repaid in full using our cash which waspartly replenished in January 2023 with the funds received under the Standard Chartered $47.0 million Facility and by using funds received under the ABN AMRO $24.0 million Facility inDecember 2022, as described above. Prior to its repayment the facility was secured by the two vessels. 71 Table of Contents 3.Citibank $62.6 million FacilityOn May 8, 2019, we entered into a loan agreement with Citibank (the “Citibank $62.6 million Facility”). In May 2019, an amount of $62.6 million was drawn, which was used, together withcash on hand, to refinance the outstanding amounts under the then existing lease agreements of the vessels Star Virgo and Star Marisa. In November 2022, the Citibank $62.6 millionFacility was repaid in full using funds received under the i) NTT $24.0 million Facility and ii) our cash, which was replenished in January 2023 with the funds received under the StandardChartered $47.0 million Facility, as described above. Prior to its repayment the facility was secured by the aforementioned vessels.4.NTT $17.6 million FacilityOn July 10, 2020, we entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT $17.6 million Facility”) for an amount of $17.6 million. Theamount was drawn on July 20, 2020 and used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Calypso. In July 2022, NTT $17.6 millionFacility was repaid in full using part of funds received under the SEB $42.0 million Facility, as described above. Prior to its repayment the facility was secured by the vessel Star Calypso.All of our debt agreements bear interest at LIBOR or SOFR plus a margin except for DSF $55.0 million Facility described above. We plan to have completed the transition of our debtagreements from LIBOR to SOFR by June 2023.Credit Facility CovenantsOur outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to:·pay dividends if there is an event of default under our credit facilities;·incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist;·create liens on our assets, unless otherwise permitted under our credit facilities;·change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel;·acquire new or sell vessels, unless certain conditions exist;·merge or consolidate with, or transfer all, or substantially all, our assets to another person; or·enter into a new line of business.Furthermore, our credit facilities contain financial covenants requiring us to maintain various financial ratios, including among others:·a minimum percentage of vessel value to loan amount secured (security cover ratio or “SCR”);·a maximum ratio of total liabilities to market value adjusted total assets;·a minimum liquidity; and·a minimum market value adjusted net worth.As of December 31, 2022, we were in compliance with the applicable financial and other covenants contained in our debt agreements. 72 Table of ContentsBareboat Lease AgreementsIn December 2018, we sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the vessel Star Fighter for ten years.The amount of $16.1 million provided under the respective agreement was used to pay the remaining amount under the then existing loan agreement. Pursuant to the terms of thebareboat charter, we pay a daily bareboat charter hire rate payable monthly plus a variable amount. Under the terms of the bareboat charter, we have an option to purchase the vesselstarting on the third anniversary of the vessel’s delivery to us at a pre-determined, amortizing purchase price, while we have an obligation to purchase the vessel at the expiration of thebareboat term at a purchase price of $2.5 million.On March 29, 2019, we entered into an agreement to sell Star Pisces to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter for the vessel. The amount of$19.1 million provided under the agreement which was concluded in April 2019, was used to pay the remaining amount under the then existing loan agreement. Pursuant to the terms ofthe bareboat charter, we pay a daily bareboat charter hire rate monthly plus interest, and we have an option to purchase the vessel starting on the third anniversary of the vessel’sdelivery to us at a pre-determined, amortizing purchase price. We also have an obligation to purchase the vessel at the expiration of the bareboat term at a purchase price of $7.6 million.On July 10, 2019, we entered into an agreement to sell Star Challenger to Kyowa Sansho Co. Ltd. and simultaneously entered into an eleven-year bareboat charter party for the vessel.The amount of $15.0 million provided under the agreement was used to pay the remaining amount under the then existing loan agreement. Pursuant to the terms of the bareboat charter,we pay a daily bareboat charter hire rate monthly plus a variable amount and we have an option to purchase the vessel starting on the third anniversary of vessel’s delivery to us at apre-determined, amortizing purchase price. We also have an obligation to purchase the vessel at the expiration of the bareboat term.On September 3, 2020, we entered into an agreement to sell Star Lutas to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter for the vessel. The amountof $16.0 million provided under the agreement which was received on September 18, 2020, was used to pay the remaining amount under the then existing loan agreement. Pursuant to theterms of the bareboat charter, we pay a daily bareboat charter hire rate monthly plus interest, and we have an option to purchase the vessel starting on the third anniversary of thevessel’s delivery to us at a pre-determined, amortizing purchase price. We also have an obligation to purchase the vessel at the expiration of the bareboat term at a purchase price of $7.4million.On September 21, 2020, we entered into sale and leaseback agreements with SPDB Financial Leasing Co. Ltd for the vessels Mackenzie, Kennadi, Honey Badger, Wolverine and StarAntares. In September 2020, an aggregate amount of $76.5 million was received pursuant to the five sale and leaseback agreements, which was used to pay the remaining amount underthe then existing loan facility. The lease terms are for eight years and pursuant to the terms of each bareboat charter, we pay a fixed bareboat charter hire rate in quarterly installmentsplus interest and have options to purchase each vessel starting on the third anniversary of such vessel’s delivery to us, at a pre-determined, amortizing purchase price while we have anobligation to purchase each vessel at the expiration of the bareboat term at a purchase price ranging from $7.8 million to $7.9 million.On September 25, 2020, we entered into sale and leaseback agreements with ICBC Financial Leasing Co., Ltd. for the vessels Gargantua, Goliath and Maharaj. An aggregate amount of$93.2 million was received on September 29, 2020, pursuant to the three sale and leaseback agreements, which was used to pay the remaining amount under the then existing loan facility.The lease terms are for 10 years and pursuant to the terms of each bareboat charter, we pay a fixed bareboat charter hire rate in quarterly installments plus interest and we have options topurchase each vessel starting on the third anniversary of such vessel’s delivery to us, at a pre- determined, amortizing purchase price while we have an obligation to purchase eachvessel at the expiration of the bareboat term at a purchase price of $14.0 million.Bareboat Lease Agreements Repaid in 2022On May 22, 2019, we entered into an agreement to sell Star Libra to Ocean Trust Co. Ltd. and simultaneously entered into a seven-year bareboat charter for the vessel, and we receivedan amount of $34.0 million pursuant to the leaseback agreement. In October 2022, we repaid the outstanding amount under the lease agreement using the funds received under the CTBC$25.0 million Facility (as discussed above). 73 Table of ContentsOn the delivery date of each Eneti Acquisition Vessel to us, a tripartite novation agreement between CMBL, Eneti Inc. and ourselves was executed, which resulted in an increase of ourlease financing obligations by $96.1 million in 2021, taking into account an amount of $0.5 million per vessel that was paid to the lessors as security for our obligations which amount willprogressively be released until May 2025. In May 2022, we repaid the outstanding amounts under the lease agreements using part of the funds received under the ING $310.6 millionFacility (as discussed above).On August 27, 2020, we entered into sale and leaseback agreements with CMBL for the vessels Laura, Idee Fixe, Roberta, Kaley, Diva, Star Sirius and Star Vega. On August 28 andAugust 31, 2020, we received an aggregate amount of $82.8 million, in connection with the finalization of the sale and leaseback transactions of the aforementioned vessels, except for thevessel Diva, which transaction was finalized on November 17, 2020 and in connection with which we received an additional amount of $7.2 million. In June 2022, we repaid theoutstanding amounts under the lease agreements for the five vessels using the funds received under the Citi $100.0 million Facility and for one vessel using part of the ING $310.6 millionFacility (as discussed above).In order to finance the cash portion of the consideration for the acquisition of the 11 vessels acquired in 2019 from Delphin Shipping LLC (the “Delphin Vessels”), in July 2019, weentered, for each of the subject vessels, into an agreement to sell each such vessel and simultaneously entered into a seven-year bareboat charter party contract with affiliates of CMBLfor each vessel upon its delivery from Delphin. CMBL agreed to provide an aggregate finance amount of $91.4 million. In addition, CMBL provided and additional aggregate amount of$15.0 million, under the aforementioned bareboat lease agreements, which was received during the year 2020 and used to finance the acquisition and installation of scrubber equipmentfor the Delphin Vessels. In December 2021, we repaid the outstanding amounts of $19.2 million for three out of the 11 vessels and in August 2022 we repaid in full the remainingoutstanding amounts under the then existing lease agreements using part of funds received under the Citi $100.0 million Facility (as discussed above).Some of our bareboat lease agreements contain financial covenants similar to those included in our credit facilities described above.At-the-Market Offering ProgramsOn July 1, 2021, we entered into two “At-the-Market” offering programs, one with Jefferies LLC, “Jefferies”, and one with Deutsche Bank Securities Inc., “Deutsche Bank” and togetherwith Jefferies, the “Sales Agents”. In accordance with the terms of the at-the-market sale agreements with Jefferies and Deutsche Bank, we may offer and sell a number of our commonshares, having an aggregate offering price of up to $150.0 million, at any time and from time to time through the Sales Agents, as agent or principal. We intend to use the net proceedsfrom any sales under the two “At-the-Market” offering programs for capital expenditures, working capital, debt repayment, funding for vessel and other asset or share acquisitions or forother general corporate purposes, or a combination thereof. As of the date of this annual report, cumulative gross proceeds under our At-the-Market offering programs were $20.2million.C. Research and Development, Patents and LicensesNot Applicable.D. Trend InformationPlease see “Item 4. Information on the Company – B. Business Overview” and the remaining part of this section “Item 5. Operating and Financial Review and Prospects.”E. Critical Accounting EstimatesWe make certain estimates and judgments in connection with the preparation of our consolidated financial statements, which are prepared in accordance with accounting principlesgenerally accepted in the United States (“U.S. GAAP”), that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets andliabilities at the date of our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions. 74 Table of ContentsCritical accounting estimates are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions.We have described below what we believe are the most critical accounting estimates that involve a high degree of judgment and the methods of their application. For a description of allof our significant accounting policies, see Note 2 (Significant Accounting Policies) to our consolidated financial statements included herein for more information.Impairment of long-lived assets: We follow guidance related to the impairment or disposal of long-lived assets, which addresses financial accounting and reporting for such impairmentor disposal. The standard requires that long-lived assets held for use by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carryingamount of the assets may not be recoverable. The guidance calls for an impairment loss when the estimate of future undiscounted net operating cash flows, excluding interest charges,expected to be generated by the use and eventual disposition of the asset is less than its carrying amount to the extent that its carrying amount is higher than its fair market value. Theimpairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. The Company determines the fair value of its assets based onmanagement estimates and assumptions and by making use of available market data and taking into consideration agreed sale prices and third-party valuations. In this respect,management regularly reviews the carrying amount of each vessel, including newbuilding contracts, if any, when events and circumstances indicate that the carrying amount of a vesselor a newbuilding contract might not be recoverable (such as vessel sales and purchases, business plans, obsolescence or damage to the asset and overall market conditions).When impairment indicators are present, we determine if the carrying value of each asset is recoverable by comparing (A) the future undiscounted net operating cash flows for eachasset, using a probability weighted approach between the Value-In-Use method and the fair market value of the vessel when alternative courses of action are under consideration (i.e.sale or continuing operation of a vessel), to (B) the carrying value for such asset. Our management’s subjective judgment is required in making assumptions and estimates used inforecasting future operating results for this calculation. Such judgment is based on current market conditions, historical industry’s and Company’s specific trends, as well asexpectations regarding future charter rates, vessel operating expenses, vessel’s residual value and vessel’s utilization over the remaining useful life of the vessel. These estimates arealso consistent with the plans and forecasts used by the management to conduct our business.The future undiscounted net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed vessel days and an estimated daily timecharter equivalent rate for the unfixed days over the estimated remaining economic life of each vessel, net of brokerage and address commissions. Estimates of the daily time charterequivalent rate for the unfixed days are based on the prevailing, as of end of each reporting period, Forward Freight Agreement (“FFA”) rates of the respective calendar year for each ofthe first three years, average of the FFA rate of the third year and the historical average market rate of similar size vessels for the fourth year, and historical average market rates of similarsize vessels for the period thereafter. The expected cash inflows from charter revenues are based on an assumed fleet utilization rate of approximately 96.6% for the unfixed days, alsotaking into account expected technical off-hire days. In addition, in light of our investment in EGCS, an estimate of an additional daily revenue for each scrubber-fitted vessel was alsoincluded, reflecting additional compensation from charterers due to the fuel cost savings that these vessels provide. In assessing expected future cash outflows, management forecastsvessel operating expenses, which are based on our internal budget for the first annual period, and thereafter assume an annual inflation rate of up to 3.3% (escalating to such level duringthe first three- year period and capped at the thirteenth year thereafter), management fees and vessel expected maintenance costs (for dry docking and special surveys). The estimatedsalvage value of each vessel is $300 per light weight ton, in accordance with our vessel depreciation policy. We use a probability weighted approach for developing estimates of futurecash flows used to test our vessels for recoverability when alternative courses of action are under consideration (i.e. sale or continuing operation of a vessel). If our estimate of futureundiscounted net operating cash flows for any vessel is lower than the vessel’s carrying value, the carrying value is written down to the vessel’s fair market value with a charge recordedin earnings.Using the framework for estimating future undiscounted net operating cash flows described above, we completed our impairment analysis for the years ended December 31, 2021 and2022, for those operating vessels whose carrying values were above their respective market values. Our impairment analysis as of December 31, 2021 and 2022, indicated that the carryingamount of our vessels was recoverable, and therefore concluded that no impairment charge was necessary. 75 Table of ContentsAlthough we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highlysubjective. To minimize such subjectivity, our analysis for the year ended December 31, 2022 also involved sensitivity analysis to the model input we believe is most important, being thehistorical rates. In particular, in terms of our estimates for the charter rates for the unfixed period, we consider that the FFA as of December 31, 2022, which is applied in our model for thefirst three years period, approximates the levels of charter rates at which the Company could fix all of its unfixed vessels currently, should management opt for a fully hedged charteringstrategy over the next three years. We, however, sensitized our model with regards to freight rate assumptions for the unfixed period beyond the first three years and until the end of theremaining useful life. Our sensitivity analysis revealed that, to the extent the historical rates would not decline by more than a range of 29% to 52%, depending on the vessel, we wouldnot be required to recognize additional impairment.Vessel Acquisitions and Depreciation: We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and delivery expenditures,including pre-delivery expenses and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation and impairment, if any. Certain subsequent expendituresfor conversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase the earning capacity or improve the efficiency or safety ofthe vessels. We depreciate our vessels on a straight-line basis over their estimated useful lives, after considering the estimated salvage value. We estimate the useful life of our vesselsto be 25 years from the date of initial delivery from the shipyard, with secondhand vessels depreciated from the date of their acquisition through their remaining estimated useful life.An increase in the useful life of a vessel or in its residual value would have the effect of decreasing the annual depreciation and extending it into later periods. A decrease in the usefullife of a vessel or in its residual value would have the effect of increasing the annual depreciation and accelerating it into earlier periods.A decrease in the useful life of the vessel may occur as a result of poor vessel maintenance, harsh ocean going and weather conditions, or poor quality of shipbuilding. Whenregulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted to end at the date such regulations preclude such vessel’sfurther commercial use. Weak freight market rates result in owners scrapping more vessels and scrapping them earlier in their lives due to the unattractive returns.An increase in the useful life of the vessel may occur as a result of superior vessel maintenance performed, favorable ocean going and weather conditions, superior quality ofshipbuilding, or high freight market rates, which result in owners scrapping the vessels later in their lives due to the attractive cash flows.Actual outcomes may differ from estimates. Such estimates are reviewed and updated at each reporting period.Our Fleet - Illustrative Comparison of Possible Excess of Carrying Value over Estimated Charter-Free Market Value of Certain VesselsIn “Item 5. Operating and Financial Review and Prospects-E. Operating Results-Critical Accounting Estimates-Impairment of long-lived assets,” we discuss our policy for impairing thecarrying values of our vessels. During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As aresult, the charter-free market value, or basic market value, of certain of our vessels may have declined below those vessels’ carrying value. We would, however, not impair those vessels’carrying value under our accounting impairment policy, due to our belief that future undiscounted net operating cash flows expected to be earned by such vessels over their operatinglives would exceed such vessels’ carrying amounts.The table set forth below indicates: (i) the carrying value of each of our vessels as of December 31, 2022, and (ii) which of our vessels we believe have a market value below their carryingvalue. As of December 31, 2022, we have 14 out of our 128 operating vessels (nine out of 128 our operating vessels as at December 31, 2021) that we believe have a market value belowtheir carrying value. The aggregate difference between the carrying value of these vessels and their market value of $66.4 million ($20.2 million in 2021), represents the amount by whichwe believe we would have to reduce our net income if we sold these vessels in the current environment, on industry standard terms, in cash transactions, and to a willing buyer where weare not under any compulsion to sell, and where the buyer is not under any compulsion to buy. For purposes of this calculation, we have assumed that the vessels would be sold at aprice that reflects our estimate of their charter-free market values as of December 31, 2022. However, we are not holding our vessels for sale, unless expressly stated. 76 Table of ContentsOur estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class withoutnotations of any kind. Our estimates are based on information available from various industry sources, including:·reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;·news and industry reports of similar vessel sales;·news and industry reports of sales of vessels that are not similar to our vessels, where we have made certain adjustments in an attempt to derive information that can be used aspart of our estimates;·approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generallydisseminated;·offers that we may have received from potential purchasers of our vessels; and·vessel sale prices and values of which we are aware through both formal and informal communications with ship owners, shipbrokers, industry analysts and various othershipping industry participants and observers.As we obtain information from various industry and other sources, our estimates of charter-free market value are inherently uncertain. In addition, vessel values are highly volatile; assuch, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. 77 Table of Contents Vessel NameDWTYear BuiltCarrying Valueas of December31, 2021 (inmillions of U.Sdollars) Carrying Valueas of December31, 2022 (inmillions of U.Sdollars) 1Gargantua (1)209,529201551 48*2Star Gina 2GR209,475201635 34 3Maharaj (1)209,472201552**50*4Goliath (1)207,999201552**50*5Star Leo207,939201849 47 6Star Laetitia207,896201745 43 7Star Ariadne207,774201748 47 8Star Virgo207,774201746 45 9Star Libra (1)207,727201648 46*10Star Sienna207,721201745 43 11Star Marisa207,671201649 47*12Star Karlie207,566201646 45 13Star Eleni207,517201842 40 14Star Magnanimus207,490201851 49 15Debbie H206,823201948 46 16Star Ayesha206,814201948 47 17Katie K206,803201947 46 18Leviathan182,466201432 30 19Peloreus182,451201431 30 20Star Claudine181,258201129 28 21Star Ophelia180,716201028 26 22Star Pauline180,233200824 22 23Star Martha180,231201034 33*24Pantagruel180,140200422**21*25Star Polaris179,648201139**37*26Star Borealis179,601201138**37*27Star Lyra179,147200925 24 28Star Borneo178,978201020 20 29Star Bueno178,978201020 20 30Star Marilena178,977201020 20 31Star Janni177,939201024 23 32Star Marianne178,841201021 20 33Star Angie177,931200728**26*34Big Fish177,620200422**21*35Kymopolia176,948200627**25*36Star Triumph176,274200414 13 37Star Scarlett175,800201433 32 38Star Audrey175,125201127 26*39Big Bang174,109200729**27*40Star Paola115,259201121 20 78 Table of Contents Vessel NameDWTYear BuiltCarryingValue as ofDecember 31,2021 (inmillions of U.Sdollars) CarryingValue as ofDecember 31,2022 (inmillions of U.Sdollars) 41Star Eva106,659201219 19 42Amami98,648201122 22 43Madredeus98,648201122 22 44Star Sirius (1)98,648201123 22 45Star Vega (1)98,648201123 22 46Star Aphrodite92,006201120 19 47Star Piera91,952201018 17 48Star Despoina91,945201018 17 49Star Kamila87,001200515 14 50Star Electra83,494201119 18 51Star Angelina82,953200618 16 52Star Gwyneth82,703200618 17 53Star Luna82,687200815 14 54Star Bianca82,672200816 15 55Pendulum82,578200616 15 56Star Maria82,578200714 13 57Star Markella82,574200716 15 58Star Jeanette82,567201423 22 59Star Danai82,554200615 14 60Star Elizabeth82,430202127 26 61Star Pavlina82,361202127 26 62Star Georgia82,281200614 13 63Star Sophia82,252200715 14 64Star Mariella82,249200616 15 65Star Moira82,220200614 13 66Star Renee82,204200613 12 67Star Laura82,192200612 11 68Star Nasia82,183200617 16 69Star Nina82,145200613 12 70Star Jennifer82,192200611 10 71Star Mona82,188201220 19 72Star Astrid82,158201220 19 73Star Helena82,150200612 12 74Star Alessia81,944201727 26 75Star Calypso81,918201422 21 76Star Suzanna81,644201316 15 77Star Charis81,643201315 15 78Mercurial Virgo81,502201322 21 79Stardust81,502201120 19 80Star Sky81,466201019 18 81Star Lambada81,272201622 21 82Star Capoeira81,253201521 20 83Star Carioca81,199201521 20 84Star Macarena81,198201622 21 85Star Lydia81,187201322 21 79 Table of Contents Vessel NameDWTYear BuiltCarryingValue as ofDecember 31,2021 (inmillions of U.Sdollars) CarryingValue as ofDecember 31,2022 (inmillions of U.Sdollars) 86Star Nicole81,120201322 21 87Star Virginia81,061201524 23 88Star Genesis80,705201019 18 89Star Flame80,448201119 18 90Star Iris76,390200415 13 91Star Emily76,339200413 12 92Idee Fixe63,437201525 24 93Roberta63,404201525 24 94Laura63,377201525 24 95Star Athena63,371201520 19 96Kaley63,261201526 24 97Kennadi (1)63,240201626 25 98Mackenzie (1)63,204201617 16 99Star Apus63,123201418 17 100Star Bovarius61,571201519 18 101Star Subaru61,521201519 18 102Star Wave61,491201725 24 103Star Challenger (1)61,462201223 22 104Star Fighter (1)61,455201322 21 105Honey Badger (1)61,324201526 25 106Star Lutas (1)61,323201625 24 107Wolverine (1)61,268201526 25 108Star Antares (1)61,234201525 24 109Star Monica60,935201524 22 110Star Aquarius60,873201520 19 111Star Pisces (1)60,873201520 19 112Star Glory58,680201215 15 113Star Pyxis56,615201313 13 114Star Hydrus56,604201312 12 115Star Cleo56,582201313 13 116Diva56,582201111 11 117Star Centaurus56,559201211 11 118Star Hercules56,545201212 12 119Star Pegasus56,540201313 12 120Star Cepheus56,539201212 12 121Star Columba56,530201212 12 122Star Dorado56,507201313 13 123Star Aquila56,506201212 12 124Star Bright55,783201013 13 125Strange Attractor55,715200615 14 126Star Omicron53,444200512 11 127Star Zeta52,99420038 7 128Star Theta52,42520038 7 Total dwt14,072,068 3,013 2,882 _________ 80 Table of Contents (1) Vessels subject to a sale and leaseback financing transaction, as further described in Note 7 to our audited consolidated financial statements included in this annual report.* Indicates dry bulk carrier vessels for which we believe, as of December 31, 2022, the basic charter-free market value is lower than the vessel’s carrying value.** Indicates dry bulk carrier vessels for which we believe, as of December 31, 2021, the basic charter-free market value is lower than the vessel’s carrying value.We refer you to the risk factor entitled “A variety of shipping industry factors, including among our competitors, along with general economic conditions may cause a decline in themarket values of our vessels which could limit the amount of funds that we can borrow, cause us to breach certain financial covenants in our credit facilities, result in impairment chargesor losses on sale” and the discussion herein under the headings “Critical Accounting Estimates - Impairment of long-lived assets”.G. Safe HarborSee section “forward looking statements” at the beginning of this annual report.Item 6.Directors, Senior Management and EmployeesA. Directors and Senior ManagementSet forth below are the names, ages and positions of our directors and executive officers. The Board of Directors is elected annually on a staggered basis, and each director elected holdsoffice until his/her successor shall have been duly elected and qualified, except in the event of his/her death, resignation, removal or the earlier termination of his/her term of office.Officers are elected from time to time by vote of our Board of Directors and hold office until a successor is elected.Messrs Petros Pappas, Spyros Capralos, Arne Blystad and Raffaele Zagari were re-elected to the Board of Directors at the Company’s 2022 Annual Meeting of Shareholders held onMay 11, 2022.Our Board of Directors is comprised of eleven Directors.Our directors and executive officers are as follows:Name Age PositionPetros Pappas 70 Chief Executive Officer and Class C DirectorSpyros Capralos 68 Non-Executive Chairman and Class C DirectorHamish Norton 64 PresidentSimos Spyrou 48 Co-Chief Financial OfficerChristos Begleris 41 Co-Chief Financial OfficerNicos Rescos 51 Chief Operating OfficerCharis Plakantonaki 43 Chief Strategy OfficerKoert Erhardt 67 Class B DirectorMahesh Balakrishnan 40 Class A DirectorNikolaos Karellis 72 Class A DirectorArne Blystad 68 Class C DirectorRaffaele Zagari 54 Class C DirectorBrian Laibow 46 Class B DirectorSherman Lau 29 Class B DirectorKatherine Ralph 45 Class A DirectorEleni Vrettou 44 Class A Director 81 Table of ContentsPetros Pappas, Chief Executive Officer and DirectorMr. Petros Pappas has served since July 2014 as our CEO and as a director on our Board of Directors. Mr. Pappas served from our inception up to July 2014 as our non-executiveChairman of the Board of Directors and director. He served as a member of our Board of Directors since its inception. Throughout his career as a principal and manager in the shippingindustry, Mr. Pappas has been involved in hundreds of vessel acquisitions and disposals. In 1989, he founded Oceanbulk Maritime S.A., a dry cargo shipping company that hasoperated managed vessels aggregating as much as 1.6 million deadweight tons of cargo capacity. He also founded Oceanbulk Maritime S.A. affiliated companies, which are involved inthe ownership and management sectors of the shipping industry. Mr. Pappas serves on the board of directors of the UK Defense Club, a leading insurance provider of legal defenseservices in the shipping industry worldwide and is a member of the Union of Greek Ship Owners (UGS). Mr. Pappas received his B.A. in Economics and his MBA from The University ofMichigan, Ann Arbor. Mr. Pappas was awarded the 2014 Lloyd’s List Greek Awards “Shipping Personality of the Year.”Spyros Capralos, Non-Executive Chairman and DirectorMr. Spyros Capralos has served since July 2014 as the Non-Executive Chairman of our Board of Directors and as a director. He is also the Chairman of the Compensation Committee.From February 2011 to July 2014, Mr. Capralos served as our Chief Executive Officer, President and director. Effective as of January 1, 2015, Mr. Capralos also serves as Chief ExecutiveOfficer of Oceanbulk Container Carriers LLC. From October 2004 to October 2010, Mr. Capralos served as Chairman of the Athens Exchange and Chief Executive Officer of the HellenicExchanges Group and for the period from 2008-2010 was also the President of the Federation of European Securities Exchanges. He was formerly Vice Chairman of the National Bank ofGreece, Vice Chairman of Bulgarian Post Bank, Managing Director of the Bank of Athens and has a ten-year banking experience with Bankers Trust Company (now Deutsche Bank) inParis, New York, Athens, Milan and London. He is the President of the Hellenic Olympic Committee (HOC), the President of the European Olympic Committees (EOC) and a member of theInternational Olympic Committee (IOC). Previously, he served as Secretary General of the Athens 2004 Olympic Games and Executive Director and Deputy Chief Operating Officer of theOrganizing Committee for the Athens 2004 Olympic Games. He has been an Olympic athlete in water polo and has competed in the Moscow (1980) and the Los Angeles (1984) OlympicGames. He studied economics at the University of Athens and earned his Master Degree in Business Administration from INSEAD University in France.Hamish Norton, PresidentMr. Hamish Norton serves as our President. Until December 31, 2012, Mr. Norton was Managing Director and Global Head of the Maritime Group at Jefferies & Company Inc. Mr. Nortonis known for creating Nordic American Tanker Shipping and Knightsbridge Tankers, the first two high dividend yield shipping companies. He advised Arlington Tankers in the mergerwith General Maritime and has been an advisor to U.S. Shipping Partners. He also advised New Mountain Capital on its investment in Intermarine. In the 1990s, he advised Frontline onthe acquisition of London and Overseas Freighters and arranged the sale of Pacific Basin Bulk Shipping. Prior to joining Jefferies, in 2007, Mr. Norton ran the shipping practice at BearStearns since 2000. From 1984-1999 he worked at Lazard Frères & Co.; from 1995 onward as general partner and head of shipping. Mr. Norton is a director of Neptune Lines and theSafariland Group. Mr. Norton received an AB in Physics from Harvard and a Ph.D. in Physics from University of Chicago.Simos Spyrou, Co-Chief Financial OfficerMr. Simos Spyrou serves as our Co-Chief Financial Officer. Mr. Spyrou joined us as Deputy Chief Financial Officer in 2011 and was appointed Chief Financial Officer in September 2011.From 1997 to 2011, Mr. Spyrou worked at the Hellenic Exchanges (HELEX) Group, the public company which operates the Greek equities and derivatives exchange, the clearing houseand the central securities depository. From 2005 to 2011, Mr. Spyrou held the position of Director of Strategic Planning, Communication and Investor Relations at the Hellenic ExchangesGroup and he also served as a member of the Strategic Planning Committee of its board of directors. From 1997 to 2002, Mr. Spyrou was responsible for financial analysis at the researchand technology arm of the Hellenic Exchanges Group. Mr. Spyrou attended the University of Oxford, receiving a degree in Mechanical Engineering and an MSc in Engineering,Economics & Management, specializing in finance. Following the completion of his studies at Oxford, he obtained a post graduate degree in Banking and Finance, from AthensUniversity of Economics & Business. 82 Table of ContentsChristos Begleris, Co-Chief Financial OfficerMr. Christos Begleris has served as our Co-Chief Financial Officer since 2014. Until March 2013 he was a strategic project manager and senior finance executive at Thenamaris (ShipsManagement) Inc. From 2005 to 2006, Mr. Begleris worked in the principal investments group of London & Regional Properties based in London, where he was responsible for theorigination and execution of large real estate acquisition projects throughout Europe. From 2002 to 2005, Mr. Begleris worked in the Fixed Income and Corporate Finance groups ofLehman Brothers based in London, where he was involved in privatization, restructuring, securitization, acquisition financing and principal investment projects in excess of $5.0 billion.In addition to his role at Star Bulk, Mr. Begleris is also an executive of Oceanbulk Maritime S.A. and is Co-Chief Financial Officer of Oceanbulk Maritime S.A.’s joint ventures withOaktree. Mr. Begleris received an M.Eng. in Mechanical Engineering from Imperial College, London, and an MBA from Harvard Business School.Nicos Rescos, Chief Operating OfficerMr. Nicos Rescos has served as our Chief Operating Officer since July 2014. He also serves as Chief Operating Officer and Commercial Director of Oceanbulk Maritime S.A. since May2010. Mr. Rescos has been actively involved in the shipping industry for the past 27 years having held several senior commercial management positions throughout his careerdeveloping strong expertise in the dry bulk, container and product tanker markets. He has been responsible for developing and executing more than 200 vessel acquisitions anddispositions as well as having structured several joint ventures in the dry bulk and tanker sectors. He received a BSc in Management Sciences from The University of ManchesterInstitute of Science and Technology (UMIST) and an MSc in Shipping Trade and Finance from the City University Business School.Koert Erhardt, DirectorMr. Koert Erhardt has served as a director of our Board of Directors since our inception. He is also the Chairman of our Nominating and Corporate Governance Committee. He has servedas the Managing Director of Augustea Bunge Maritime Ltd. of Malta. From 1998 to September 2004, Mr. Erhardt served as General Manager of Coeclerici Armatori S.p.A. and CoeclericiLogistics S.p.A., affiliates of the Coeclerici Group, where he created a shipping pool that commercially managed over 130 vessels with a carrying volume of 72 million tons and developedthe use of the Freight Forward Agreement trading, which acts as a financial hedging mechanism for the pool. Prior to these positions, Mr. Erhardt served in various managementpositions in the shipping industry. Mr. Erhardt received his Diploma in Maritime Economics and Logistics from Hogere Havenen Vervoersschool (now Erasmus University), Rotterdam,and successfully completed the International Executive Program at INSEAD, Fontainebleau.Mahesh Balakrishnan, DirectorMr. Mahesh Balakrishnan has served as a director on our Board of Directors since February 2015. Mr. Balakrishnan has extensive financial and business experience, as well as in depthknowledge of the dry bulk shipping industry. Until August 2019, Mr. Balakrishnan was a Managing Director in Oaktree’s Opportunities Funds. He joined Oaktree in 2007 and focused oninvesting in the chemicals, energy, financial institutions, real estate and shipping sectors. Mr. Balakrishnan has worked with a number of Oaktree’s portfolio companies and has servedon the boards of STORE Capital Corp. (NYSE:STOR) and Momentive Performance Materials. He has been active on a number of creditors’ committees, including ad hoc committees inthe Lehman Brothers and LyondellBasell restructurings. Prior to Oaktree, Mr. Balakrishnan spent two years as an analyst in the Financial Sponsors & Leveraged Finance group at UBSInvestment Bank. Mr. Balakrishnan graduated cum laude with a B.A. degree in Economics (Honors) from Yale University.Nikolaos Karellis, DirectorMr. Nikolaos Karellis has served as a director of our Board of Directors since May 2016 and as Chairman of the Audit Committee since May 2020. Mr. Karellis is currently a Director ofthe advisory firm MARININVEST ADVISERS LTD and has more than 35 years of experience in the shipping sector in financial institutions. Until 2013, he served as the Head of Shippingof HSBC BANK PLC in Athens, Greece for 28 years, where he built a business unit providing a comprehensive range of services to Greek shipping companies. Prior to HSBC, he workedat Bank of America. Mr. Karellis received his MSc in Mechanical Engineering from the National Technical University of Athens and received an MBA in Finance from the WhartonSchool, University of Pennsylvania. 83 Table of ContentsArne Blystad, DirectorMr. Arne Blystad has served on our Board of Directors since July 2018. He is an independent investor located in Oslo, Norway. The Blystad Group, which is 100% owned and controlledby Mr. Arne Blystad and his immediate family, has a long history in international shipping. Mr. Blystad began, after high school, his career as a shipbroker in London and New York. Helater started various ventures within the shipping and offshore drilling space. This has involved both private and public listed companies, where he has held various board andmanagement positions over the years. The Blystad Group has investments in various shipping segments such as dry bulk, chemical tankers, container feeder and semi sub heavy-lift,real- estate and securities.Raffaele Zagari, DirectorMr. Raffaele Zagari has served as director on our Board of Directors since August 2018. In his career he has developed approximately 25 years’ experience in the shipping business.Since 2010, as CEO of Augustea Group Mr. Zagari engineered and implemented the expansion and consolidation of the dry bulk business that has led to the incorporation of AugusteaAtlantica, and its subsidiaries in Argentina, Singapore, London and Malta (“Augustea Group”). He has actively promoted the incorporation of CBC, AOM, ABML and ABY, the jointventures in which Augustea Atlantica is a shareholder. He founded the towage company Augustea Grancolombia in the Santa Marta area in Colombia and he has over the years workedclosely with Drummond Coal and Glencore on their logistical/maritime needs for their local coal loading operations which have a combined 60 million tons yearly throughput. During thistime he supervised in excess of 50 vessel sale and purchase transactions (both new building and second hand), and more than a dozen long-term ship leases primarily with the support ofJapanese conglomerate Mitsui & Co. Since 1997, he has actively led the Chartering Department of Augustea Dry Bulk Division, and directing the other business of the Augustea Group.In 2017, Raffaele was appointed Chairman of Augustea Group Holding SpA, in addition to his role as the Group’s CEO. He is also a non-executive director of Steamship Mutual, one ofthe largest P&I marine insurance, where he also chairs the Underwriting and Reinsurance Committee. Prior to joining Augustea, and for the period 1993-1995, Mr. Zagari worked forBlenheim Shipping (a company of the former Scinicariello Augustea Group) during which time he gained extensive experience in the Japanese shipyards, Sumitomo Yokuska and SanoyasMitsushima, as assistant site supervisor. In 1996 -1997, he worked at Zodiac Maritime Agencies with the operations department before joining the Augustea Group. Mr. Zagari holds aDiploma in Commercial Operation of Shipping at Guldhall University London.Charis Plakantonaki, Chief Strategy OfficerCharis Plakantonaki joined Star Bulk in 2015 as Head of Strategic Planning, and in 2017 she assumed the position of Chief Strategy Officer. From 2008 to 2015 she worked at Thenamaris(Ships Management) Inc., for the first five years as Strategic Projects Manager and subsequently as Head of Corporate Communications. Prior to joining Thenamaris, she was a SeniorConsultant at the Boston Consulting Group where she managed strategy development projects for multinational companies across different industries. Mrs. Plakantonaki received a B.S.in International & European Economics & Politics from the University of Macedonia, where she graduated as valedictorian, and an MBA from INSEAD. She serves on the Board of theLiberian Shipowners’ Council, and represents Star Bulk in the Global Maritime Forum and the Getting to Zero Coalition. She also serves on the Board of Trustees of the Anatolia College,on the Advisory Board of Blue Growth and on the Advisory Board of Seafair.Brian Laibow, DirectorMr. Brian Laibow has served on our Board of Directors since January 2020. He is a Managing Director in Oaktree where he has worked since 2006 following graduation from HarvardBusiness School, where he received his M.B.A. Before attending Harvard, Mr. Laibow worked at Caltius Private Equity, a middle market LBO firm in Los Angeles, as a senior businessanalyst at McKinsey & Company, and as an investment banking intern at J.P. Morgan. Mr. Laibow graduated magna cum laude with a B.A. degree in economics from Dartmouth Collegeand studied economics at Oxford University. He serves on the Dartmouth College endowment Investment Committee, Brentwood School Finance Committee, board of the IndependentSchool Alliance for Minority Affairs and is a member of Young Presidents Organization (YPO). 84 Table of ContentsSherman Lau, DirectorMr. Sherman Lau has served on our Board of Directors since May 2021. He is a senior vice president on the Distressed Opportunities team in Los Angeles. Prior to joining Oaktree in2015, Mr. Lau spent two years as an investment banking analyst in the Financial Sponsors Group at Barclays. He received his B.B.A. degree with highest distinction in economics fromthe University of California, San Diego.Katherine Ralph, DirectorMs. Katherine Ralph is a Managing Director in Oaktree Capital’s Opportunities Funds based in London where she has worked since 2013. Prior to joining Oaktree, Ms. Ralph spent overnine years at Linklaters LLP, where she specialized in cross-border restructurings and insolvency. Ms. Ralph holds both a B.A. (hons) degree from the University of Cambridge, andgraduated cum laude with an LL.M. in banking, corporate and finance law from Fordham University. Ms. Ralph is fluent in Italian.Eleni Vrettou, DirectorEleni Vrettou serves as the Chief Executive Officer of Attica Bank since September 2022 and has more than 20 years international experience in banking, specializing in the areas ofinvestment, corporate and commercial banking. Prior to her present position, she held the role of Chief Strategy and Investor Relations Officer for Lamda Development. From April 2019to April 2022 Ms. Vrettou served as the Executive General Manager, Chief of Corporate and Investment Banking at Piraeus Bank Group and she has also acted as Chairman of the Boardof Directors for Piraeus Factors S.A, Piraeus Leasing and Piraeus Leases, as well as a Director for ETVA Industrial Development Zones. Previously, she had worked for 14 years at HSBCBank Plc (“HSBC”) in Greece and the United Kingdom. In her most recent role at HSBC, Ms. Vrettou was a Managing Director and Head of Wholesale Banking Greece, while prior to that,she had served as the Head of Multinationals and Business Development for HSBC in CEE, CIS, Mediterranean and Sub-Saharan Africa regions. Prior to her employment with HSBC, shehad worked for Greek and foreign financial institutions in Athens and New York in the fields of credit and risk management and investment banking (M&A). Ms. Vrettou holds a Bachelorof Science in Economics from the Wharton School of the University of Pennsylvania.B. Compensation of Directors and Senior ManagementFor the year ended December 31, 2022, aggregate compensation to our senior management was $2.3 million under the employment agreements. Non- employee directors of Star Bulkreceive an annual cash retainer of $15,000, each. The chairman of the audit committee receives a fee of $15,000 per year and each of the audit committee members receives a fee of $7,500.Each chairman of our other standing committees receives an additional $5,000 per year. In addition, each director is reimbursed for out-of-pocket expenses in connection with attendingmeetings of the Board of Directors or committees. We do not have a retirement plan for our officers or directors. The aggregate compensation of the Board of Directors for the year endedDecember 31, 2022 was approximately $0.2 million.Employment and Consultancy AgreementsWe are a party to employment and consultancy agreements with certain members of our senior management team. For a description of these agreements, see “Item 7. Major Shareholdersand Related Party Transactions-B. Related Party Transactions-Consultancy Agreements.”Equity Incentive PlansOn May 25, 2020, June 7, 2021 and April 11, 2022, our Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”), the 2021 Equity Incentive Plan (the“2021 Equity Incentive Plan”) and the 2022 Equity Incentive Plan (the “ 2022 Equity Incentive Plan”) (collectively, the “Equity Incentive Plans”), respectively, under which our officers,key employees, directors, and consultants are eligible to receive options to acquire common shares, share appreciation rights, restricted shares and other share-based or share-denominated awards. We reserved a total of 1,100,000 common shares, 515,000 common shares and 810,000 common shares for issuance under the respective Equity Incentive Plans,subject to further adjustment for changes in capitalization as provided in the plans. The purpose of the Equity Incentive Plans is to encourage ownership of shares by, and to assist us inattracting, retaining and providing incentives to, our officers, key employees, directors and consultants, whose contributions to us are or may be important to our success and to alignthe interests of such persons with our shareholders. The various types of incentive awards that may be issued under the Equity Incentive Plans, enable us to respond to changes incompensation practices, tax laws, accounting regulations and the size and diversity of our business. The Equity Incentive Plans are administered by our compensation committee, orsuch other committee of our Board of Directors as may be designated by the board. The Equity Incentive Plans permit issuance of restricted shares, grants of options to purchasecommon shares, share appreciation rights, restricted shares, restricted share units and unrestricted shares. 85 Table of ContentsUnder the terms of the Equity Incentive Plans, share options and share appreciation rights granted under the Equity Incentive Plans will have an exercise price per common share equalto the fair market value of a common share on the date of grant, unless otherwise determined by the administrator of the Equity Incentive Plans, but in no event will the exercise price beless than the fair market value of a common share on the date of grant. Options and share appreciation rights are exercisable at times and under conditions as determined by theadministrator of the Equity Incentive Plans, but in no event will they be exercisable later than ten years from the date of grant.The administrator of the Equity Incentive Plans may grant restricted common shares and awards of restricted share units subject to vesting and forfeiture provisions and other terms andconditions as determined by the administrator of the Equity Incentive Plans. Upon the vesting of a restricted share unit, the award recipient will be paid an amount equal to the number ofrestricted share units that then vest multiplied by the fair market value of a common share on the date of vesting, which payment may be paid in the form of cash or common shares or acombination of both, as determined by the administrator of the Equity Incentive Plans. The administrator of the Equity Incentive Plans may grant dividend equivalents with respect togrants of restricted share units.Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event. In the event of a “change in control” (asdefined in the Equity Incentive Plans), unless otherwise provided by the administrator of the Equity Incentive Plans in an award agreement, awards then outstanding shall become fullyvested and exercisable in full.The Board of Directors may amend or terminate the Equity Incentive Plans and may amend outstanding awards, provided that no such amendment or termination may be made thatwould materially impair any rights, or materially increase any obligations, of a grantee under an outstanding award. Shareholders’ approval of Equity Incentive Plans amendments may berequired in certain definitive, pre-determined circumstances if required by applicable rules of a national securities exchange or the Commission. Unless terminated earlier by the Board ofDirectors, the Equity Incentive Plans will expire ten years from the date on which the Equity Incentive Plans were adopted by the Board of Directors.The terms and conditions of the Equity Incentive Plans are substantially similar to those of the previous plans. As of February 16, 2023, there are 460,190 common shares unvested fromthe 2020, 2021 and 2022 Equity Incentive Plans.During the years 2020, 2021, 2022 and up to February 16, 2023, pursuant to the Equity Incentive Plans, we have granted to certain directors and officers the following securities:·On May 25, 2020, 714,540 restricted common shares were granted to certain of the Company’s directors and officers of which 469,920 restricted common shares vested inAugust 2020, 122,310 restricted common shares vested in May 2021 and the remaining 122,310 restricted common shares vest in May 2023.·On June 7, 2021, 226,500 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 113,250 restricted common shares vestedin September 2021, 56,625 restricted common shares vested in June 2022 and the remaining 56,625 restricted common shares vest in June 2024.·On April 11, 2022, 810,000 restricted shares of common shares were granted to certain of the Company’s directors and officers of which 528,745 restricted common shares vestedin October 2022, 193,405 restricted common shares vest in April 2023 and the remaining 87,850 restricted common shares vest in April 2025.·As of the date of this annual report, 94,519 common shares are available under the Equity Incentive Plans. 86 Table of ContentsOn June 7, 2021, our Board of Directors amended an incentive program that had been previously announced in January 2019 (the “Performance Incentive Program”) which provides forthe issuance of shares pursuant to performance conditions being met. In particular, the amended program is triggered when our cumulative fuel cost savings, beginning from November2019, exceed the threshold of $250 million (“Excess Savings”). The program expires on December 31, 2024. Upon the satisfaction of the above threshold, the Board of Directors shallaward a percentage ranging between 5%-10%, at its discretion, of the annual Excess Savings, the value of which will be reflected in actual shares to key employees. For the years endedDecember 31, 2021 and 2022, we estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed, based on our best estimate, 5% and 7.5%,respectively, of Excess Savings to be awarded by the Board of Directors for the first year and 5% for the following two years of the program, and as a result an amount of $1.2 million and$9.6 million, respectively, was recognized and is included under “General and administrative expenses” in the consolidated statement of operations for the years ended December 31, 2021and 2022. In addition, based on 7.5% of the actual Excess Savings as of December 31, 2022, and the closing price of our common stock as of that date of $19.23, 450,000 common shareswere awarded to key employees upon the approval of the Board of Directors which vested and were issued on February 27, 2023.C. Board PracticesOur Board of Directors is divided into three classes with only one class of directors being elected in each year and following the initial term for each such class, each class will serve athree-year term. The term of each class of directors expires as follows:·The term of the Class A directors expires at the 2023 Annual General Meeting set for May 8, 2023;·The term of the Class B directors expires in 2024; and·The term of the Class C directors expires in 2025.Committees of the Board of DirectorsOur audit committee which is currently comprised of two independent directors, is responsible for, among other things, (i) reviewing our accounting controls, (ii) makingrecommendations to the Board of Directors with respect to the engagement of our outside auditors and (iii) reviewing all related party transactions for potential conflicts of interest andall those related party transactions and subject to approval by our audit committee.Our compensation committee, which is currently comprised of two independent directors, is responsible for, among other things, recommending to the Board of Directors our seniorexecutive officers’ compensation and benefits. 87 Table of Contents Our nominating and corporate governance committee, which is comprised of three independent directors, is responsible for, among other things, (i) recommending to the Board ofDirectors nominees for director and directors for appointment to committees of the Board of Directors, and (ii) advising the Board of Directors with regard to corporate governancepractices.Our newly established ESG Committee is responsible for providing guidance and supporting the development of our ESG strategy, evaluating and recommending ESG initiatives andpractices and ensuring that we promote and integrate environmental, social and governance matters into our strategy and core business operations. Additionally, our ESG Committee isresponsible for helping us stay abreast of risks and opportunities for ESG and climate change related matters.Shareholders may also nominate directors in accordance with procedures set forth in Bylaws.Our Audit Committee consists of Mr. Koert Erhardt and Mr. Nikolaos Karellis, who is the Chairman of the committee. Our Compensation Committee consists of Mr. Mahesh Balakrishnanand Mr. Spyros Capralos, who is the Chairman of the committee. Our Nominating Committee consists of Mr. Spyros Capralos, Mr. Brian Laibow and Mr. Koert Erhardt, who is theChairman of the committee. Our ESG Committee consists of Mrs. Eleni Vrettou, Mr. Nikolaos Karellis and Mr. Mahesh Balakrishnan, who is the Chairman of the ESG Committee.There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.D. EmployeesAs of December 31, 2022, we had 209 employees including our executive officers.E. Share OwnershipWith respect to the total amount of common shares owned by all of our officers and directors, individually and as a group, see “Item 7. Major Shareholders and Related PartyTransactions.”F. Board Diversity MatrixThe table below provides certain information regarding the diversity of our Board of Directors as of the date of this annual report.Board Diversity MatrixCountry of Principal Executive Offices:GreeceForeign Private IssuerYesDisclosure Prohibited under Home Country LawNoTotal Number of Directors11 FemaleMaleNon-BinaryDid NotDiscloseGenderPart I: Gender Identity Directors29--Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction1LGBTQ+-Did Not Disclose Demographic Background2 88 Table of Contents Item 7.Major Shareholders and Related Party TransactionsA. Major ShareholdersThe following table presents certain information as of February 16, 2023, February 16, 2022 and February 26, 2021 regarding the ownership of our common shares with respect to eachshareholder, who we know to beneficially own more than five percent of our outstanding common shares, and our executive officers and directors. Common Shares Beneficially Owned as of February 16, 2023 February 16, 2022 February 26, 2021Beneficial Owner (1)Amount Percentage Amount Percentage Amount PercentageOaktree Capital Group Holdings GP, LLC and certain of itsadvisory clients (2)26,067,483 25.34% 26,021,457 25.4% 39,006,017 39.3%AllianceBernstein L.P. (3)6,476,150 6.30% n/a n/a n/a n/aFidelity Management & Researchn/a n/a 6,172,233 6.0% n/a n/aEntities affiliated with Raffaele Zagari2,200,000 2.14% 3,517,889 3.4% 4,448,060 4.5%Entities affiliated with Petros Pappas3,791,868 3.69% 3,632,168 3.6% 4,319,378 4.4%Directors and executive officers of the Company, in theaggregate (4)932,529 0.91% 3,054,683 3.0% 3,682,430 3.7% _______________(1)Percentage amounts based on 102,857,416 common shares outstanding as of February 16, 2023, 102,294,758 common shares outstanding as of February 16, 2022 and 99,239,716common shares outstanding as of February 26, 2021.(2)As of February, 16, 2023, consists of (i) 2,397,106 shares held by Oaktree Opportunities Fund IX Delaware, L.P. (“Fund IX”), (ii) 22,016 shares held by Oaktree Opportunities FundIX (Parallel 2), L.P. (“Parallel 2”), (iii) 5,633,033 shares held by Oaktree Dry Bulk Holdings LLC (“Dry Bulk Holdings”), (iv) 14,966,826 shares held by OCM XL Holdings L.P., aCayman Islands exempted limited partnership (“OCM XL”), (v) 2,974,261 shares held by Oaktree OBC Container Holdings LLC, a Marshall Island limited liability company(“Oaktree OBC”) and (vi) 74,241 shares held by OCM FIE, LLC (“FIE”). Each of the foregoing funds and entities is affiliated with Oaktree Capital Group, LLC (“OCG”) which ismanaged by its ten-member board of directors which is comprised of members appointed by each of Oaktree Capital Group Holdings GP, LLC and Brookfield Asset Management,Inc. Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of VOF, Fund IX, Parallel 2, Dry Bulk Holdings, OCMXL, Oaktree OBC and FIE, may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares exceptto the extent of any pecuniary interest therein. The address for these entities (collectively, the “Oaktree Funds”) is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue,28th Floor, Los Angeles, California 90071.(3)Pursuant to SC 13G filing dated February 14, 2023.(4)These numbers of shares do not include shares beneficially owned by Messrs. Pappas and Zagari, that are presented within line items “Entities affiliated with Petros Pappas” and“Entities affiliated with Raffaele Zagari”, respectively, above.Our major shareholders, save for what is referred below, have the same voting rights as our other shareholders. No foreign government owns more than 50% of our outstanding commonshares. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Star Bulk.Even if Oaktree owns more than 50% of our outstanding common shares, under the Oaktree Shareholders Agreement (described in “Item 7. Major Shareholders and Related PartyTransactions-B. Related Party Transactions”), with certain limited exceptions, Oaktree effectively cannot vote more than 33% of our outstanding common shares (subject to adjustmentunder certain circumstances). Furthermore, pursuant to the Oaktree Shareholders Agreement, so long as Oaktree and its affiliates beneficially own at least 10% of our outstanding votingsecurities, Oaktree and its affiliates have agreed not to directly or indirectly acquire beneficial ownership of any additional voting securities of ours or other equity-linked or otherderivative securities with respect to our voting securities if such acquisition would result in Oaktree’s beneficial ownership exceeding 63.8%, subject to certain specified exceptions. Inaddition, pursuant to the Oaktree Shareholders Agreement, subject to various exclusions, so long as Oaktree and its affiliates beneficially own at least 10% of our voting securities,unless specifically invited in writing by our Board of Directors, they may not (i) enter into any tender or exchange offer or various types of merger, business combination, restructuring orextraordinary transactions, (ii) solicit proxies or consents in respect of such transactions, (iii) otherwise act to seek to control or influence our management, Board of Directors or otherpolicies (except with respect to the nomination of Oaktree designees pursuant to the Oaktree Shareholders Agreement and other nominees proposed by the Nominating and CorporateGovernance Committee) or (iv) enter into any negotiations, arrangements or understandings with any third party with respect to any of the above. Pursuant to the Oaktree ShareholdersAgreement, Oaktree also agreed to various limitations on the transfer of its common shares.In addition, we have granted certain demand registration rights and shelf registration rights to Oaktree, affiliates of Mr. Petros Pappas, York and Augustea pursuant to the RegistrationRights Agreement. See “See “Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions-Registration Rights Agreement.”As of February 16, 2023, 102,857,416 of our outstanding common shares were held in the United States by 256 holders of record, including Cede & Co., the nominee for the DepositoryTrust Company, which held 86,971,118 of those shares.B. Related Party TransactionsFor a description of all of our Related Party Transactions, see also Note 3 (Transaction with Related Parties) to our consolidated financial statements included herein for more information. 89 Table of ContentsTransactions with Oceanbulk Maritime S.A. and affiliatesOceanbulk Maritime S.A., a related party, is a ship management company and is controlled by Ms. Milena-Maria Pappas. One of the affiliated companies of Oceanbulk Maritime S.Aprovides us certain financial corporate development services. The related expenses for each of the years ended December 31, 2020, 2021 and 2022 were $0.3 million, $0.3 million and $0.2million, respectively, and are included in General and administrative expenses in the consolidated statements of operations. As of December 31, 2021 and 2022, we had outstandingreceivables of $0.1 million and $0.3 million, respectively, from Oceanbulk Maritime S.A and its affiliates for payments made by us on its behalf for certain administrative items.Consultancy AgreementsDuring the years ended December 31, 2020, 2021 and 2022 and as of December 31, 2022, we were a party to three consultancy agreements in each case with a separate company ownedand controlled by each of our Co-Chief Financial Officers, Messrs. Simos Spyrou and Christos Begleris and our Chief Operating Officer, Mr. Nicos Rescos. Pursuant to each of theseconsultancy agreements, we are required to pay an aggregate base fee of $0.5 million per annum to these three companies. Additionally pursuant to these agreements, these entities areentitled to receive an annual discretionary bonus, as determined by our Board of Directors in its sole discretion. In aggregate, the related expenses under the consultancy agreements for2020, 2021 and 2022 were $0.6 million, $0.5 million and $0.5 million respectively, and are included in General and administrative expenses in the consolidated statements of operations.In addition, non-employee directors of the Board of Directors and each chairman of our standing committees receive an annual cash retainer. For additional information see “Item 6.Directors, Senior Management and Employees – B. Compensation of Directors and Senior Management.Office Lease AgreementsOn January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., or Combine Ltd., a company controlled by Mrs. Milena-Maria Pappas and byMr. Alexandros Pappas, both of whom children of our Chief Executive Officer, Mr. Petros Pappas. The lease agreement provides for a monthly rental of €2,500 (approximately $2,675,using the exchange rate as of December 31, 2022, which was $1.07 per euro). Unless terminated by either party, the agreement will expire in January 2024.In addition, on December 21, 2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mrs. Milena-Maria Pappas. The leaseagreement provides for a monthly rental of €300 (approximately $321, using the exchange rate as of December 31, 2022, which was $1.07 per euro).Interchart Shipping Inc.In 2014, we acquired 33% of the total outstanding common stock of Interchart. The ownership interest was purchased from an entity affiliated with family members of our Chief ExecutiveOfficer. This investment is accounted for as an equity method investment and is presented within “Long term investment” in the consolidated balance sheets. We entered into a servicesagreement with Interchart for chartering, brokering and commercial services for all of our vessels which from August 1, 2019 until October 1, 2021 provided for a monthly fee of $315,000($325,000 monthly fee for the earlier period in 2019) and then amended to increase the monthly fee to $345,000 until December 31, 2022. During the years ended December 31, 2020, 2021and 2022, the brokerage commission charged by Interchart amounted to $3.8 million, $3.9 million and $4.1 million, respectively, and is included in “Voyage expenses” in the consolidatedstatements of operations.Sydelle Marine Ltd.During 2020, we entered into certain freight agreements with Sydelle Marine Limited, a company controlled by members of the family of our Chief Executive Officer, to charter-in itsvessel. The total charter-in expense for the aforementioned freight agreements during the year ended December 31, 2020 was $0.5 million and is included in “Charter-in hire expenses” inthe consolidated statement of operations. 90 Table of ContentsStarOcean Manning Philippines Inc.We have 25% ownership interest in StarOcean Manning Philippines, Inc. (“StarOcean”), a company that is incorporated and registered with the Philippine Securities and ExchangeCommission, which provides crewing agency services. The remaining 75% interest is held by local entrepreneurs. This investment is accounted for as an equity method investment andis included within “Long term investment” in the consolidated balance sheet.Augustea Technoservices Ltd. and affiliatesFollowing the completion of the acquisition of the Augustea Vessels in 2018, we appointed Augustea Technoservices Ltd., an entity affiliated with certain of the sellers of the AugusteaVessels (including one of our directors, Mr. Zagari), as the technical manager of certain of our vessels. Up until June 2022, the respective management agreements were progressivelyterminated for all the vessels managed previously by Augustea Technoservices Ltd. The management fees incurred for the years ended December 31, 2020, 2021 and 2022 were $6.6million, $6.5 million and $1.3 million, respectively, and are included in “Management fees” in the consolidated statements of operations. As of December 31, 2021 we had outstandingpayables of $0.9 million to Augustea Technoservices Ltd. and its affiliates which was settled in 2022.Iblea Ship Management LimitedIn 2021, we appointed Iblea Ship Management Limited, an entity affiliated with one of our directors, Mr. Zagari, to provide certain management services to certain vessels, which werepreviously managed by Augustea Technoservices Ltd. During 2022 the management of certain vessels previously managed by Iblea Ship Management Limited was changed from thirdparty to in-house. The management fees incurred for the year ended December 31, 2021 and 2022 were $0.1 million and $3.3 million, respectively, and are included in “Management fees”in the consolidated statements of operations. As of December 31, 2021 and 2022, we had outstanding payable of $0.4 million and $1.4 million, respectively to Iblea Ship ManagementLimited.Augustea Oceanbulk Maritime Malta Ltd. (“AOM”)On September 24, 2019, we chartered-in the vessel AOM Marta, which is owned by AOM, an entity affiliated with Augustea Atlantica SpA and certain members of our Board ofDirectors. The agreed rate for chartering-in AOM Marta was index-linked, and the vessel was redelivered to her owners on June 8, 2021. The charter-in expense for the years endedDecember 31, 2020, 2021 and 2022 was $5.4 million, $4.1 million and nil, respectively, and is included in “Charter-in hire expenses” in the consolidated statement of operations.Coromel Maritime LimitedDuring 2020, we entered into certain freight agreements with ship-owning company Coromel to charter-in its vessel. Coromel is controlled by family members of our Chief ExecutiveOfficer. The charter-in expense for the aforementioned freight agreement during the year ended December 31, 2020 was $0.2 million and is included in “Charter-in hire expenses” in theconsolidated statement of operations.Short Pool Contracts of AffreightmentDuring the second quarter of 2020, we agreed, together with Golden Ocean Group, Bocimar International NV and Oceanbulk International S.A (collectively the “Short Pool Members”), toenter into Contracts of Affreightment (“COAs”) with major miners and commodity traders to transport dry bulk commodities at fixed freight rates (the “Short Pool”). The Short PoolMembers could use own vessels or charter-in from the market to perform the COAs. We no longer engage our vessels under this arrangement since 2021.Piraeus BankIn July 2020, we entered into a loan agreement with Piraeus Bank for a loan of up to $50.4 million. In addition, during 2020 the Company entered into an interest rate swap agreement withPiraeus bank. Both the loan agreement and the interest swap agreement with Piraeus Bank were early terminated in September 2021. One of our independent members of the Board ofDirectors at that time was serving as executive member of this financial institution. This director was not involved in our decisions with regards to the loan and swap from this financialinstitution. 91 Table of ContentsCCL PoolOn December 30, 2020 a funding of $0.1 million that we had provided CCL Pool, was converted to equity with us holding 25% ownership interest of CCL Pool, which after the exit of oneof the other three shareholders as of December 31, 2021, increased to 33%. The participation to CCL is accounted for as an equity method investment. Our initial investment of $0.1million in CCL Pool is presented within “Long term investment” in the consolidated balance sheet. Our subsequent share of results in CCL Pool was insignificant for the years endedDecember 31, 2020, 2021 and 2022.Oaktree Shareholders AgreementThe following is a summary of the material terms of the Oaktree Shareholders Agreement. Capitalized terms that are used in this description of the Oaktree Shareholders Agreement butnot otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.”GeneralThe Oaktree Shareholders Agreement was entered into on the date the Merger was completed (July 11, 2014) and governs the ownership interest of Oaktree and its affiliated investmentfunds that own Common Shares (and any Affiliates (as defined below) of the foregoing persons that become Oaktree Shareholders pursuant to a transfer or other acquisition of ourEquity Securities (as defined below) in accordance with the terms of the Oaktree Shareholders Agreement, collectively, the “Oaktree Shareholders”) following the Merger. Based on thenumber of our outstanding common shares on February 16, 2023, the Oaktree Shareholders beneficially own approximately 25.3% of the common shares outstanding of the Company asof that date.Representation on the Board of DirectorsOur Board of Directors is comprised of eleven Directors.The Oaktree Shareholders are entitled to nominate four (but in no event more than four) Directors (each such nominee, including the persons designated at the closing of the Merger asdescribed in the preceding paragraph the “Oaktree Designees”) to the Board of Directors for so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own(for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 40% or more of our outstandingVoting Securities. We refer to such nominees, as described in the immediately preceding sentence, including the persons designated at the closing of the Merger, as the OaktreeDesignees. During any period the Oaktree Shareholders are entitled to nominate four Directors pursuant to the Oaktree Shareholders Agreement: (i) if Mr. Petros Pappas is then servingas our Chief Executive Officer and as a Director, then the Oaktree Shareholders are entitled to nominate only three Directors and (ii) at least one of the Oaktree Designees will not be acitizen or resident of the United States solely to the extent that (x) at least one of the nominees to the Board of Directors (other than the Oaktree Designees) is a United States citizen orresident and (y) as a result, we would not qualify as a “foreign private issuer” under Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act if such Oaktree Designeeis a citizen or resident of the United States.The Oaktree Shareholders are entitled to nominate three directors, two directors and one director to the Board of Directors for so long as the Oaktree Shareholders and their Affiliatesbeneficially own 25% or more, but less than 40% of the outstanding Voting Securities, own 15% or more, but less than 25% of the outstanding Voting Securities and own 5% or more, butless than 15% of our outstanding Voting Securities, respectively. The directors currently designated by Oaktree are Mr. Laibow, Mr. Lau and Mrs. Ralph.We have also agreed to establish and maintain an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”) and a nominating and corporategovernance committee (the “Nominating and Corporate Governance Committee”), as well as such other Board of Directors committees as the board of directors deems appropriate fromtime to time or as may be required by applicable law or the rules of Nasdaq (or other stock exchange or securities market on which the Common Shares are at any time listed or quoted).The committees will have such duties and responsibilities as are customary for such committees, subject to the provisions of the Oaktree Shareholders Agreement. 92 Table of ContentsThe Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of at least three Directors, with the number of membersdetermined by the Board of Directors; provided, however, that for so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own 15% or more of ouroutstanding Voting Securities, the Compensation Committee and the Nominating and Corporate Governance Committee will consist of three members each, and the Oaktree Shareholdersare entitled to include one Oaktree Designee on each such Committee.The Board of Directors will appoint individuals selected by the Nominating and Corporate Governance Committee to fill the positions on the committees of the Board of Directors that arenot required to be filled by Oaktree Designees. See “Item 6. Directors and Senior Management.”Directors serve on the board until their resignation or removal or until their successors are nominated and appointed or elected; provided, that if the number of Directors that the OaktreeShareholders are entitled to nominate pursuant to the Oaktree Shareholders Agreement is reduced by one or more Directors, then the Oaktree Shareholders shall, within 5 business days,cause such number of Oaktree Designees then serving on the Board of Directors to resign from the Board of Directors as is necessary so that the remaining number of OaktreeDesignees then serving on the Board of Directors is less than or equal to the number of Directors that the Oaktree Shareholders are then entitled to nominate. However, no suchresignation will be required if a majority of the Directors then in office (other than the Oaktree Designees) provides written notification to the Oaktree Shareholders within such 5-business day period that such resignation will not be required.If any Oaktree Designee serving as a Director dies or is unwilling or unable to serve as such or is otherwise removed or resigns from office, then the Oaktree Shareholders can promptlynominate a successor to such Director (to the extent they are still entitled to pursuant to the Oaktree Shareholders Agreement). We have agreed to take all actions necessary in order toensure that such successor is appointed or elected to the Board of Directors as promptly as practicable. If the Oaktree Shareholders are not entitled to nominate any vacant Directorposition(s), we and the Board of Directors will fill such vacant Director position(s) with an individual(s) selected by the Nominating and Corporate Governance Committee.VotingExcept with respect to any Excluded Matter (as defined below), at any meeting of our shareholders, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to)vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all our Voting Securities beneficially owned by them (andwhich are entitled to vote on such matter) in excess of the Voting Cap as of the record date for the determination of our shareholders entitled to vote or consent to such matter, withrespect to each matter on which our shareholders are entitled to vote or consent, in the same proportion (for or against) as our Voting Securities that are owned by shareholders (otherthan an Oaktree Shareholder, any of their Affiliates or any Group (for purposes of the Oaktree Shareholders Agreement and this summary, as such term is defined in Section 13(d)(3) ofthe Exchange Act), which includes any of the foregoing) are voted or consents are given with respect to each such matter.In any election of directors to the Board of Directors, except with respect to an election of Directors to the Board of Directors where one or more members of the slate of nominees putforward by the Nominating and Corporate Governance Committee is being opposed by one or more competing nominees (a “Contested Election”), the Oaktree Shareholders have agreedto (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all ourshares beneficially owned by them (and which are entitled to vote on such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.In the case of a Contested Election, Oaktree Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (orcause their rights to consent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all of our sharesthat are owned by our other shareholders (other than the Oaktree Shareholders, any of their Affiliates or any Group which includes any of the foregoing) are voted or consents are givenwith respect to such Contested Election. 93 Table of ContentsFor so long as the Oaktree Shareholders and their affiliates in the aggregate beneficially own at least 33% of the outstanding Voting Securities of the Company, without the prior writtenconsent of Oaktree, we and the Board of Directors have agreed not to, directly or indirectly (whether by merger, consolidation or otherwise), (i) issue Preferred Shares or any other classor series of our Equity Interests that ranks senior to the shares as to dividend distributions and/or distributions upon the liquidation, winding up or dissolution of the Company or anyother circumstances, (ii) issue Equity Securities to a person or Group, if, after giving effect to such transaction, such issuance would result in such Person or Group beneficially owningmore than 20% of our outstanding Equity Securities (except that we and the Board of Directors retain the right to issue Equity Securities in connection with a merger or other businesscombination transaction with the consent of the Oaktree Shareholders), or (iii) issue any Equity Securities of any of our subsidiaries (other than to the Company or a wholly-ownedsubsidiary of the Company). During the 18 months following the closing date, which period has now expired, we and the board also agreed not to terminate the Chief Executive Officer orany other of our officers set forth in the Oaktree Shareholders Agreement, except if such termination were to have been for Cause (as defined in our 2014 Equity Incentive Plan).Standstill RestrictionsFor so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our outstanding Voting Securities, the Oaktree Shareholders and theirAffiliates have agreed not to, directly or indirectly, acquire (i) the beneficial ownership of any additional of our Voting Securities, (ii) the beneficial ownership of any other of our EquitySecurities that derive their value from any of our Voting Securities or (iii) any rights, options or other derivative securities or contracts or instruments to acquire such beneficialownership that derive their value from such Voting Securities or other Equity Securities, in each case of clauses (i), (ii) and (iii), if, immediately after giving effect to any such acquisition,Oaktree Shareholders and their Affiliates would beneficially own in the aggregate more than a percentage of our outstanding Voting Securities equal to (A) the Oaktree Shareholders’ownership percentage of our Voting Securities immediately after the closing of the Merger (i.e., approximately 61.3%) plus (B) 2.5%.The foregoing restrictions do not apply to participation by the Oaktree Shareholders or their Affiliates in: (i) pro rata primary offerings of our Equity Securities based on number ofoutstanding Voting Securities held or (ii) acquisitions of our Equity Securities that have received Disinterested Director Approval (as defined below).For so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, unless specifically invited in writing by the Board ofDirectors (with Disinterested Director Approval), neither Oaktree nor any of their Affiliates will in any manner, directly or indirectly, (i) enter into any tender or exchange offer, merger,acquisition transaction or other business combination or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company, (ii) make,or in any way participate in, directly or indirectly, any “solicitation” of “proxies,” “consents” or “authorizations” (as such terms are used in the proxy rules of the Commissionpromulgated under the Exchange Act) to vote, or seek to influence any person other than the Oaktree Shareholders with respect to the voting of, any of our Voting Securities (other thanwith respect to the nomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or inconcert with third parties, to seek to control or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to thenomination of the Oaktree Designees and any other nominees proposed by the Nominating and Corporate Governance Committee), or (iv) enter into any negotiations, arrangements orunderstandings with any third party with respect to any of the foregoing activities.However, if (i) we publicly announce our intent to pursue a tender offer, merger, sale of all or substantially all of our assets or any similar transaction, which in each such case wouldresult in a Change of Control Transaction, or any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Company and its subsidiaries,taken as a whole, then the Oaktree Shareholders are permitted to privately make an offer or proposal to the Board of Directors and (ii) if the Board of Directors approves, recommends oraccepts a buyout transaction with an Unaffiliated Buyer, the restrictions of the Oaktree Shareholders’ participation in such transaction will cease to apply, except that any such actionsmust be discontinued upon the termination or abandonment of the applicable buyout transaction (unless the Board of Directors determines otherwise with Disinterested DirectorApproval). 94 Table of ContentsLimitations on Transfer; No Control PremiumFor so long as Oaktree and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, the Oaktree Shareholders and their Affiliates have agreed not to sell anyof their Common Shares to a person or group that, after giving effect to such transaction, would hold more than 20% of our outstanding Equity Securities. Notwithstanding theforegoing, the Oaktree and their Affiliates may sell their shares in the Company to any person or Group pursuant to:·sales that have received Disinterested Director Approval;·a tender offer or exchange offer, by an Unaffiliated Buyer, that is made to all of our shareholders, so long as such offer would not result in a Change of Control Transaction,unless the consummation of such Change of Control Transaction has received Disinterested Director Approval;·transfers to an Affiliate of the Oaktree Shareholders that is an investment fund or managed account in accordance with the Oaktree Shareholders Agreement; and·sales in the open market (including sales conducted by a third-party underwriter, initial purchaser or broker-dealer) in which the Oaktree Shareholder or their Affiliates do notknow (and would not in the exercise of reasonable commercial efforts be able to determine) the identity of the purchaser.For so long as the Oaktree Shareholders and their Affiliates in the aggregate beneficially own at least 10% of our Voting Securities, neither the Oaktree Shareholders nor any of theirAffiliates will sell or otherwise dispose of any of their Common Shares in any Change of Control Transaction unless our other shareholders of the Company are entitled to receive thesame consideration per Common Share (with respect to the form of consideration and price), and at substantially the same time, as the Oaktree Shareholders or their Affiliates withrespect to their Common Shares in such transaction.Other AgreementsFor so long as the Oaktree Shareholders are entitled to nominate at least one Director, all transactions involving the Oaktree Shareholders or their Affiliates, on the one hand, and theCompany or its subsidiaries, on the other hand, will require Disinterested Director Approval; provided, that Disinterested Director Approval will not be required for (a) pro rataparticipation in primary offerings of our Equity Securities based on number of outstanding Voting Securities held, (b) arms-length ordinary course business transactions of not more than$5 million in the aggregate per year with portfolio companies of the Oaktree Shareholders or investment funds or accounts Affiliated with the Oaktree Shareholders or (c) the transactionsexpressly required or expressly permitted under the merger agreement relating to Heron, the Registration Rights Agreement and the Oaktree Shareholders Agreement.We have also agreed to waive (on behalf of itself and its subsidiaries) the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to theCompany and its subsidiaries, to the Oaktree Designees, to any of the Oaktree Shareholders or to any of the respective Affiliates of the Oaktree Designees or any of the OaktreeShareholders. None of the Oaktree Designees, any Oaktree Shareholder or any of their respective Affiliates has any obligation to refrain from (i) engaging in the same or similar activitiesor lines of business as the Company or any of its subsidiaries or developing or marketing any products or services that compete, directly or indirectly, with those of the Company or anyof its subsidiaries, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines ofbusiness as, or otherwise in competition with, the Company or any of its subsidiaries or (iii) doing business with any client or customer of the Company or any of its subsidiaries (eachof the activities referred to in clauses (i), (ii) and (iii), a “Specified Activity”). We (on behalf of the Company and its subsidiaries) have agreed to renounce any interest or expectancy in,or in being offered an opportunity to participate in, any Specified Activity that may be presented to or become known to any Oaktree Shareholder or any of its Affiliates. However, if andto the extent that from time to time after the closing of the Merger Mr. Petros Pappas may be considered an Affiliate of any Oaktree Shareholder, the foregoing waivers do not apply toMr. Petros Pappas, and any provisions governing corporate opportunities set forth in the Pappas Shareholders Agreement with respect to Mr. Petros Pappas and/or any employment orservices agreement between the Company and Mr. Petros Pappas control. 95 Table of ContentsCertain ExclusionsThe restrictions described in “Voting,” “Standstill Restrictions” and “Limitations on Transfer; No Control Premium” of this summary do not apply to portfolio companies of the OaktreeShareholders or their Affiliates unless Oaktree (or its successor) possesses at least 50% of the voting power of such portfolio companies or an action of such portfolio company is takenat the express request or direction of, or in coordination with, an Oaktree Shareholder or its affiliate investment funds.We have agreed to acknowledge that the Oaktree Shareholders have made investments and entered into business arrangements with Mr. Petros Pappas, his immediate family and certainaffiliates thereof (immediately prior to the Merger) or their respective Affiliates (collectively, the “Pappas Investors”) outside those subject to the Merger, and may from time to time enterinto certain agreements with respect to the holding and/or disposition of Equity Securities of the Company. For purposes of the Oaktree Shareholders Agreement, these arrangementsand potential future agreements between the Oaktree Shareholders or their Affiliates, on the one hand, and the Pappas Investors, on the other hand, will not cause (i) any OaktreeShareholder to be deemed to be an Affiliate of, or constitute a group or beneficially own any Equity Securities of the Company beneficially owned by, the Pappas Investors, or (ii) theEquity Securities of the Company held by the Pappas Investors to be deemed to be subject to the provisions of the Oaktree Shareholders Agreement.Certain DefinitionsFor purposes of this description of the Oaktree Shareholders Agreement, the following definitions apply:“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,such first Person, where “control” for purposes of this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policiesof a Person, whether through the ownership of voting securities, by contract, as trustee or executor or otherwise.“Change of Control Transaction” means (a) any acquisition, in one or more related transactions, by any Person or Group, whether by transfer of Equity Securities, merger, consolidation,amalgamation, recapitalization or equity sale (including a sale of securities by the Company) or otherwise, which has the effect of the direct or indirect acquisition by such Person orGroup of the Majority Voting Power in the Company; or (b) any acquisition by any Person or Group directly or indirectly, in one or more related transactions, of all or substantially all ofthe consolidated assets of the Company and its subsidiaries (which may include, for the avoidance of doubt, the sale or issuance of Equity Securities of one or more subsidiaries of theCompany).“Common Shares” means the shares of common stock, par value $0.01 per share, of the Company, or any other capital stock of the Company or any other Person into which such stock isreclassified or reconstituted (whether by merger, consolidation or otherwise) (as adjusted for any stock splits, stock dividends, subdivisions, recapitalizations and the like).“Company” means Star Bulk Carriers Corp.“Disinterested Director Approval” means, with respect to any transaction or conduct requiring such approval pursuant to this Agreement, the approval of a majority of the DisinterestedDirectors with respect to such transaction or conduct (and the quorum requirements set forth in the charter or bylaws of the Company shall be reduced to exclude any Directors that arenot Disinterested Directors for purposes of such approval).“Disinterested Directors” means any Directors who (a) are not Oaktree Designees and (b) do not have any material business, financial or familial relationship with a party (other than theCompany or its subsidiaries) to the transaction or conduct that is the subject of the approval being sought. Notwithstanding the foregoing, Petros Pappas shall not constitute anOaktree Designee (other than for purposes of the election of directors, the standstill obligations and the transfer limitations applicable to the Oaktree Shareholders and their Affiliates),and the existing agreements and potential future arrangements with respect to the holding and/or disposition of Equity Securities between the Pappas Investors and the OaktreeShareholders shall not disqualify Petros Pappas or other Pappas Investors from constituting a Disinterested Director for purposes of this Agreement (with certain exceptions). 96 Table of Contents“Equity Securities” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), allsecurities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor ofsuch entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Sharesand Preferred Shares.“Excluded Matter” includes each of the following:(a) any vote of the shareholders in connection with a Change of Control Transaction with an Unaffiliated Buyer; provided, however, that if the Oaktree Shareholders or theirAffiliates are voting in support of such Change of Control Transaction, then such vote shall constitute an Excluded Matter only if such Change of Control Transaction hasreceived the Disinterested Director Approval; and(b) any vote of the shareholders in connection with (i) an amendment to the charter or bylaws of the Company or (ii) the dissolution of the Company; provided, however,that if the Oaktree Shareholders or their Affiliates are voting in support of such matter in either case, then such vote shall constitute an Excluded Matter only if such matter hasreceived the Disinterested Director Approval.“Majority Voting Power” means, with respect to any Person, either (a) the power to elect or direct the election of a majority of the Board of Directors or other similar body of such Personor (b) direct or indirect beneficial ownership of Equity Securities representing more than 39% of the Voting Securities of such Person.“Other Large Holder” means, with respect to any matter in which the shareholders are entitled to vote or consent, any Person or Group that is not an Oaktree Shareholder, an Affiliate ofan Oaktree Shareholder or a Group that includes any of the foregoing; provided, however, that if the Oaktree Shareholders, on the one hand, and the Pappas Investors, on the otherhand, are entitled to vote on or consent to such matter and a majority of the Voting Securities held by the Pappas Investors are voting on or consenting to such matter in the samemanner as a majority of the Voting Securities held by the Oaktree Shareholders (i.e., both positions of Voting Securities are “for” or both positions of Voting Securities are “against”), thenan “Other Large Holder” shall mean any Person or Group that is not an Oaktree Shareholder, a Pappas Investor, an Affiliate of either of the foregoing or a Group that includes any of theforegoing.“Other Large Holder Effective Voting Percentage” means, with respect to an Other Large Holder as of the record date for the determination of shareholders entitled to vote or consent toany matter, the ratio (expressed as a percentage) of (a) the sum of (i) the number of Voting Securities of the Company beneficially owned by such Other Large Holder as of such recorddate, plus (ii) the product of (x) the excess (if any) of the number of Voting Securities of the Company beneficially owned in the aggregate by the Oaktree Shareholders and their Affiliatesas of such record date, over the number of Voting Securities of the Company that is equal to the product of the total number of Voting Securities of the Company outstanding as of suchrecord date, multiplied by the Voting Cap Percentage applicable with respect to such matter, multiplied by (y) a percentage equal to (I) the number of Voting Securities of the Companybeneficially owned by such Other Large Holder as of such record date, divided by (II) the number of Voting Securities of the Company beneficially owned by all shareholders (other thanthe Oaktree Shareholders and their Affiliates) as of such record date and with respect to which a vote was cast or consent given (for or against) in respect of such matter, divided by (b)the total number of Voting Securities of the Company outstanding as of such record date.“Person” means an association, a corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization, including a Governmental Authority.“Preferred Shares” means the shares of preferred stock, par value $0.01 per share, of the Company, or any other capital stock of the Company or any other Person into which such stockis reclassified or reconstituted (whether by merger, consolidation or otherwise) (as adjusted for any stock splits, stock dividends, subdivisions, recapitalizations and the like). 97 Table of Contents“Unaffiliated Buyer” means any Person other than (a) an Oaktree Shareholder, (b) an Affiliate of an Oaktree Shareholder, (c) any Person or Group in which an Oaktree Shareholder and/orany of its Affiliates has, at the applicable time of determination, Equity Securities of at least $100 million (whether or not such Person or Group is deemed to be an Affiliate of an OaktreeShareholder) (provided that this clause (c) shall not be applicable for purposes of Section 4.2 hereof) and (d) a Group that includes any of the foregoing.“Voting Cap” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding Voting Securities of theCompany as of such date multiplied by (b) the Voting Cap Percentage as of such date.“Voting Cap Maximum” means, as of any date of determination, a percentage equal to the Other Large Holder Effective Voting Percentage as of such date multiplied by 110%; provided,that if the Voting Cap Percentage obtained by applying such Voting Cap Maximum would exceed 39%, then the Voting Cap Maximum shall equal the greater of (a) the sum of the OtherLarge Holder Effective Voting Percentage as of such date plus 1% and (b) 39%.“Voting Cap Percentage” means 33%; provided, however, that if as of the record date for the determination of shareholders entitled to vote or consent to any matter, an Other LargeHolder beneficially owns greater than 15% of the outstanding Voting Securities of the Company (the “Voting Cap Threshold”), then, subject to the next proviso, for every 1% ofoutstanding Voting Securities of the Company beneficially owned by such Other Large Holder in excess of the Voting Cap Threshold, the Voting Cap Percentage shall be increased by2%; provided further, however, that the Voting Cap Percentage shall not exceed a percentage equal to the Voting Cap Maximum as of such record date. For the avoidance of doubt, ifmultiple Other Large Holders beneficially own more than 15% of the outstanding Voting Securities of the Company, the Voting Cap Percentage shall be adjusted in relation to that OtherLarge Holder having the greatest beneficial ownership of Voting Securities of the Company.“Voting Securities” means, with respect to any entity as of any date, all forms of Equity Securities in such entity or any successor of such entity with voting rights as of such date, otherthan any such Equity Securities held in treasury by such entity or any successor or subsidiary thereof, including, with respect to the Company, Common Shares and Preferred Shares (ineach case to the extent (a) entitled to voting rights and (b) issued and outstanding and not held in treasury by the Company or owned by subsidiaries of the Company).Pappas Shareholders AgreementThe following is a summary of the material terms of the Pappas Shareholders Agreement. Capitalized terms that are used in this description of the Pappas Shareholders Agreement butnot otherwise defined below have the meanings ascribed to them under the caption, “Certain Definitions.”GeneralThe Pappas Shareholders Agreement, which entered into effect on July 11, 2014, upon the closing of the Merger, governs the ownership interest of Mr. Petros Pappas and his children,Ms. Milena-Maria Pappas (one of our former directors) and Mr. Alexandros Pappas, and entities affiliated to them (“Pappas Shareholders”) in the Company following consummation ofthe Merger. Based upon the number of our shares outstanding as of February 16, 2023, the Pappas Shareholders beneficially own approximately 3.7% of our total issued and outstandingcommon shares of the Company.VotingAt any meeting of our shareholders, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent(or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to vote on such matter) in excess of the Voting Capas of the record date for the determination of our shareholders entitled to vote or consent to such matter, with respect to each matter on which our shareholders are entitled to vote orconsent, in the same proportion (for or against) as all shares owned by other of our shareholders. 98 Table of Contents Except as described below, in any election of directors to the Board of Directors, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause tobe voted, or exercise their rights to consent (or cause their rights to consent to be exercised) with respect to, all of our shares beneficially owned by them (and which are entitled to voteon such matter) in favor of the slate of nominees approved by the Nominating and Corporate Governance Committee.At any Contested Election following the later of (i) the date on which Mr. Petros Pappas ceases to be our Chief Executive Officer or (ii) the date on which Mr. Petros Pappas ceases to bea Director, the Pappas Shareholders have agreed to (and have agreed to cause their Affiliates to) vote, or cause to be voted, or exercise their rights to consent (or cause their rights toconsent to be exercised) with respect to, all shares beneficially owned by them in excess of the Voting Cap in the same proportion (for or against) as all shares owned by other of ourshareholders.Standstill RestrictionsUnder the terms of the Pappas Shareholders Agreement, until the Pappas Shareholders Agreement is terminated, neither the Pappas Shareholders nor any of their Affiliates will in anymanner, directly or indirectly, (i) enter into any tender or exchange offer, merger, acquisition transaction or other business combination or any recapitalization, restructuring, liquidation,dissolution or other extraordinary transaction involving the Company, (ii) make, or in any way participate, directly or indirectly, in any solicitations of proxies, consents or authorizationsto vote, or seek to influence any Person other than the Pappas Shareholders with respect to the voting of, any Voting Securities of the Company or any of its Subsidiaries (other thanwith respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), (iii) otherwise act, alone or in concert with third parties, to seek tocontrol or influence the management, Board of Directors or policies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed bythe Nominating and Corporate Governance Committee), (iv) otherwise act, alone or in concert with third parties, to seek to control or influence the management, Board of Directors orpolicies of the Company or any of its Subsidiaries (other than with respect to the nomination of any nominees proposed by the Nominating and Corporate Governance Committee), or (v)enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing activities. However, if (i) we publicly announce our intent topursue a tender offer, merger, sale of all or substantially all of our assets, then the Pappas Shareholders will be permitted to privately make an offer or proposal to the Board of Directorsand (ii) if the board of directors approves, recommends or accepts a buyout transaction the standstill restrictions of the Pappas Shareholders’ participation in such transaction will ceaseto apply until such buyout transaction is terminated or abandoned and will become applicable again upon any such termination or abandonment (unless the Board of Directorsdetermines otherwise with Disinterested Director Approval).No Aggregation with OaktreeWe have agreed to acknowledge that the Pappas Shareholders have made investments and entered into business arrangements with the Oaktree Shareholders outside those subject tothe Merger, and may from time to time enter into certain agreements with respect to the holding and/or disposition of Equity Securities of the Company. For purposes of the PappasShareholders Agreement, these arrangements and potential future agreements between the Pappas Shareholders and the Oaktree Shareholders will not cause (i) any Pappas Shareholderto be deemed to be an Affiliate of, or constitute a group or beneficially own of our Equity Securities beneficially owned by, the Oaktree Shareholders, or (ii) our Equity Securities held bythe Oaktree Shareholders to be deemed to be subject to the provisions of the Pappas Shareholders Agreement.Other AgreementsAll transactions involving the Pappas Shareholders or their Affiliates, on the one hand, and the Company or its Subsidiaries, on the other hand, will require Disinterested DirectorApproval; provided, that Disinterested Director Approval will not be required for pro rata participation in primary offerings of our Equity Securities based on number of outstandingVoting Securities held. 99 Table of Contents Corporate OpportunityFrom and after the date of the Pappas Shareholders Agreement and through and including the earliest of (x) the date of termination of the Pappas Shareholders Agreement, (y) the 36-month anniversary of the date of the Pappas Shareholders Agreement and (z) the date that Petros Pappas ceases to be our Chief Executive Officer, if a Pappas Shareholder (or anyAffiliate thereof) acquires knowledge of a potential dry bulk transaction or dry bulk matter which may, in such Pappas Shareholder’s good faith judgment, be a business opportunity forboth such Pappas Shareholder and the Company (subject to certain exceptions), such Pappas Shareholder (and its Affiliate) has the duty to promptly communicate or offer suchopportunity to the Company. If we do not notify the applicable Pappas Shareholder within five business days following receipt of such communication or offer that it is interested inpursuing or acquiring such opportunity for itself, then such Pappas Shareholder (or its Affiliate) will be entitled to pursue or acquire such opportunity for itself.TerminationThe Pappas Shareholders Agreement will terminate upon the earlier of (a) a liquidation, winding-up or dissolution of the Company and (b) the later of (x) such time as the PappasShareholders and their Affiliates in the aggregate beneficially own less than 5% of the outstanding our Voting Securities and (y) the date that is six months following the later of (i) thedate Petros Pappas ceases to be the Chief Executive Officer or (ii) the date Mr. Petros Pappas ceases to be a Director.Certain DefinitionsFor purposes of this description of the Pappas Shareholders Agreement, the following definitions apply:“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether throughthe ownership of voting securities, by contract, as trustee or executor or otherwise.“beneficial owner” means a “beneficial owner”, as such term is defined in Rule 13d-3 under the Exchange Act; “beneficially own”, “beneficial ownership” and related terms shall have thecorrelative meanings.“Company” means Star Bulk Carriers Corp.“Contested Election” means an election of Directors to the Board of Directors where one or more members of the slate of nominees put forward by the Nominating and CorporateGovernance Committee is being opposed by one or more competing nominees.“Disinterested Director Approval” means the approval of a majority of the Disinterested Directors (and the quorum requirements set forth in the Charter or bylaws of the Company shallbe reduced to exclude any Directors that are not Disinterested Directors for purposes of such approval).“Disinterested Directors” means any Directors who (a) are not Petros Pappas, any other Pappas Shareholder or any Affiliate of any Pappas Shareholder and (b) do not have any materialbusiness, financial or familial relationship with a party (other than the Company or its Subsidiaries) to the transaction or conduct that is the subject of the approval being sought.Notwithstanding the foregoing, the agreements and relationships between the Pappas Shareholders and the Oaktree Shareholders shall not disqualify any Director designated byOaktree from constituting a Disinterested Director (except if any such Oaktree designee is Mr. Petros Pappas, any Pappas Shareholder or any Affiliate thereof). Notwithstandinganything to the contrary in the foregoing, any Oaktree designee shall be disqualified from constituting a Disinterested Director for purposes of the standstill provision.“Equity Securities” means, with respect to any entity, all forms of equity securities in such entity or any successor of such entity (however designated, whether voting or non-voting), allsecurities convertible into or exchangeable or exercisable for such equity securities, and all warrants, options or other rights to purchase or acquire from such entity or any successor ofsuch entity, such equity securities, or securities convertible into or exchangeable or exercisable for such equity securities, including, with respect to the Company, the Common Sharesand Preferred Shares. 100 Table of Contents“Voting Cap” means, as of any date of determination, the number of Voting Securities of the Company equal to the product of (a) the total number of outstanding Voting Securities of theCompany as of such date multiplied by (b) 14.9%.Registration Rights Agreement and Related Registration StatementsOn July 11, 2014, Oaktree, affiliates of Mr. Petros Pappas and Monarch entered into the Registration Rights Agreement. The Registration Rights Agreement provides Oaktree with certaindemand registration rights and provides Oaktree and affiliates of Mr. Petros Pappas with certain shelf registration rights in respect of any of our common shares held by them, subject tocertain conditions, including those shares acquired in July 2014. In addition, in the event that we register additional common shares for sale to the public, we are required to give noticeto Oaktree and affiliates of Mr. Petros Pappas of our intention to effect such registration and, subject to certain limitations, we are required to include our common shares held by thoseholders in such registration.We are required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of any holder’s securitiespursuant to the Registration Rights Agreement. The Registration Rights Agreement includes customary indemnification provisions in favor of the shareholders party thereto, anyperson who is or might be deemed a control person (within the meaning of the Securities Act, and the Exchange Act and related parties against certain losses and liabilities (includingreasonable costs of investigation and legal expenses) arising out of or relating to any filing or other disclosure made by us under the securities laws relating to any such registration.In 2018, the Registration Rights Agreement was amended in conjunction with the Augustea Vessel Acquisition to add Augustea and York as parties.All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, including loans by our officers and directors, if any, will be on termsbelieved by us to be no less favorable than are available from unaffiliated third parties, and such transactions or loans, including any forgiveness of loans, will require prior approval, ineach instance by a majority of our uninterested “independent” directors or the members of our Board of Directors who do not have an interest in the transaction, in either case who hadaccess, at our expense, to our attorneys or independent legal counsel.C. Interests of Experts and CounselNot Applicable.Item 8.Financial InformationA. Consolidated statements and other financial information.See Item 18. “Financial Statements.”Legal ProceedingsWe have not been involved in any legal proceedings which we believe may have, or have had, a significant effect on our business, financial position, results of operations or liquidity,nor are we aware of any proceedings that are pending or threatened which we believe may have a significant effect on our business, financial position, and results of operations orliquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including personal injury and property casualty claims. We expect thatthese claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerialresources.Dividend PolicyThe declaration and payment of dividends will be subject at all times to the discretion of our Board of Directors. The timing and amount of dividends will depend on our dividend policy,earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, if any, the provisions of Marshall Islands law affectingthe payment of dividends and other factors. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent, or would berendered insolvent upon the payment of such dividends, or if there is no surplus, dividends may be declared or paid out of net profits for the fiscal year in which the dividend isdeclared, and for the preceding fiscal year. 101 Table of ContentsWe believe that, under current law, our dividend payments from earnings and profits would constitute “qualified dividend income” and as such will generally be subject to a preferentialUnited States federal income tax rate (subject to certain conditions) with respect to non-corporate individual shareholders. Distributions in excess of our earnings and profits will betreated first as a non-taxable return of capital to the extent of a United States shareholder’s tax basis in its common stock on a Dollar-for-Dollar basis and thereafter as capital gain. Pleasesee “Item 10. Additional Information-E. Taxation” for additional information relating to the tax treatment of our dividend payments.Currently, we are able under our financing agreements to pay dividend unless an event of default has occurred.In November 2019, our Board of Directors established a dividend policy, which was updated in May 2021, pursuant to which our Board of Directors intends to declare a dividend in eachof February, May, August and November in an amount equal to (a) our Total Cash Balance minus (b) the product of (i) the Minimum Cash Balance per Vessel and (ii) the Number ofVessels.“Total Cash Balance” means (a) the aggregate amount of cash on our balance sheet as of the last day of the quarter preceding the relevant dividend declaration date minus (b) anyproceeds received by us from vessel sales, or additional proceeds from vessel refinancing arrangements or securities offerings in the last 12 months that have been earmarked for sharerepurchases, debt prepayment, vessel acquisitions and general corporate purposes.“Minimum Cash Balance per Vessel” means:a.$1.40 million for March 31, 2021;b.$1.65 million for June 30, 2021;c.$1.90 million for September 30, 2021;d.$2.10 million for December 31, 2021; and thereafter.“Number of Vessels” means the total number of vessels owned by us, or that are subject to sale and leaseback transactions and finance leases, as of the last day of the quarter precedingthe relevant dividend declaration date.Any future dividends remain subject to approval of our Board of Directors each quarter after its review of our financial performance and will depend upon various factors, including butnot limited to the prevailing charter market conditions, capital requirements, limitations under our credit agreements and applicable provisions of Marshall Islands law. There can be noassurance that our Board of Directors will declare any dividend in the future.Pursuant to our dividend policy prevailing at each time during the years ended December 31, 2020, 2021 and 2022 and in February 2023, our Board declared a cash dividend of $0.05 pershare, $2.25 per share, $6.50 per share and $0.60 per share, respectively. As a result, an amount of $4.8 million, $230.5 million, and $668.5 million was paid in 2020, 2021 and 2022,respectively, while an amount of approximately $61.8 million is expected to be paid on or about March 14, 2023.B. Significant Changes.There have been no significant changes since the date of the annual consolidated financial statements included in this annual report, other than those described in Note 19 “Subsequentevents” of our annual consolidated financial statements. 102 Table of Contents Item 9.The Offer and ListingA. Offer and Listing DetailsOur common shares are traded on the Nasdaq Global Select Market under the symbol “SBLK.”B. Plan of DistributionNot applicable.C. MarketsOur common shares are traded on the Nasdaq Global Select Market under the symbol “SBLK.”D. Selling ShareholdersNot applicable.E. DilutionNot applicable.F. Expenses of the IssueNot applicable.Item 10.Additional InformationA. Share CapitalNot Applicable.B. Memorandum and Articles of AssociationOur Articles of Incorporation were filed as Exhibit 3.1 to our Report on Form 6-K filed with the Commission on June 23, 2016 and are incorporated by reference into Exhibit 1.1 to thisannual report.Under our Articles of Incorporation, our authorized capital stock consists of 325,000,000 registered shares of stock:·300,000,000 common shares, par value $0.01 per share; and·25,000,000 preferred shares, par value $0.01 per share.Our Board of Directors shall have the authority to issue all or any of the preferred shares in one or more classes or series with such voting powers, designations, preferences andrelative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolutions providing for the issue of such class or series ofpreferred shares.As of February 16, 2023, we had 102,857,416 common shares issued and outstanding. No preferred shares are issued or outstanding.In addition, our Articles of Incorporation grant the Chairman of our Board of Directors a tie-breaking vote in the event the directors’ vote is evenly split or deadlocked on a matterpresented for vote.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 registrationnumber 21451. 103 Table of ContentsOur Articles of Incorporation and BylawsOur purpose, as stated in Section B of our Articles of Incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under theMarshall Islands Business Corporations Act.DirectorsOur directors are elected by a majority of the votes cast by shareholders entitled to vote in an election. Our Articles of Incorporation provide that cumulative voting shall not be used toelect directors. Our Board of Directors must consist of at least three members. The exact number of directors is fixed by a vote of at least 66 2/3% of the entire Board of Directors. OurArticles of Incorporation provide for a staggered Board of Directors whereby directors shall be divided into three classes: Class A, Class B and Class C, which shall be as nearly equal innumber as possible. Shareholders, acting as at a duly constituted meeting, or by unanimous written consent of all shareholders, initially designated directors as Class A, Class B or ClassC with only one class of directors being elected in each year and following the initial term for each such class, each class will serve a three-year term. The terms of our Board of Directorsare as follows: (i) the term of our Class A directors expires on May 8, 2023; (ii) the term of our Class B directors expires in 2024; and (iii) the term of our Class C directors in 2025. Eachdirector serves his or her respective term of office until his or her successor has been elected and qualified, except in the event of his or her death, resignation, removal or the earliertermination of his or her term of office. Our Board of Directors has the authority to fix the amounts which shall be payable to the members of the Board of Directors for attendance at anymeeting or for services rendered to us.Shareholder MeetingsUnder our Bylaws, annual shareholder meetings will be held at a time and place selected by our Board of Directors. The meetings may be held in or outside of the Marshall Islands.Special meetings may be called at any time by the Board of Directors, or by the Chairman of the Board of Directors or by the President. No other person is permitted to call a specialmeeting and no business may be conducted at the special meeting other than business brought before the meeting by the Board of Directors, the Chairman of the Board of Directors orthe President. Under the MIBCA, our Board of Directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligibleto receive notice and vote at the meeting.Common StockEach 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 anyoutstanding 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 legallyavailable 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 tothe holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution.Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future.Our common stock is not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in thefuture. 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 commonstock, imposed by foreign law or by our articles of incorporation or bylaws. 104 Table of Contents Dissenters’ Rights of Appraisal and PaymentUnder the MIBCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation, sale of all or substantially all of our assets not madein the usual course of our business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value ofhis shares is not available under the MIBCA for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine theshareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securitiesexchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our Articles ofIncorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissentingshareholder must follow the procedures set forth in the MIBCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, theMIBCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction inwhich our shares are primarily traded on a local or national securities exchange.Shareholders’ Derivative ActionsUnder the MIBCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringingthe action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.Indemnification of Officers and DirectorsOur Bylaws include a provision that entitles any our directors or officers to be indemnified by us upon the same terms, under the same conditions and to the same extent as authorizedby the MIBCA if the director or officer acted in good faith and in a manner reasonably believed to be in and not opposed to our best interests, and with respect to any criminal action orproceeding, had no reasonable cause to believe his or her conduct was unlawful.We are also authorized to carry directors’ and officers’ insurance as a protection against any liability asserted against our directors and officers acting in their capacity as directors andofficers regardless of whether we would have the power to indemnify such director or officer against such liability by law or under the provisions of our Bylaws. We believe that theseindemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.The indemnification provisions in our Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also havethe effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders.Anti-Takeover Provisions of our Charter DocumentsSeveral provisions of our Articles of Incorporation and our Bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen ourvulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us.However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, aproxy contest or otherwise, that a shareholder may consider in its best interest, and (2) the removal of incumbent officers and directors.Blank Check Preferred StockUnder the terms of our Articles of Incorporation, our Board of Directors has authority, without any further vote or action by our shareholders, to issue up to 25,000,000 shares of blankcheck 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 removalof our management.Classified Board of DirectorsOur 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. Theclassified provision for the Board of Directors could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delayshareholders who do not agree with the policies of the Board of Directors from removing a majority of the Board of Directors for two years. 105 Table of ContentsElection and Removal of DirectorsOur Articles of Incorporation prohibit cumulative voting in the election of directors. Our Articles of Incorporation also require shareholders to give advance written notice ofnominations for the election of directors. Our Articles of Incorporation further provide that our directors may be removed only for cause and only upon affirmative vote of the holders ofat least 70% of our outstanding voting shares. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.Limited Actions by ShareholdersOur Bylaws provide that if a quorum is present, and except as otherwise expressly provided by law, the affirmative vote of a majority of the common shares represented at the meetingshall be the act of the shareholders. Shareholders may act by way of written consent in accordance with the provisions of Section 67 of the MIBCA.Advance Notice Requirements for Shareholder Proposals and Director NominationsOur Articles of Incorporation provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders mustprovide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than120 days nor more than 180 days prior to the one-year anniversary of the preceding year’s annual meeting. Our Articles of Incorporation also specify requirements as to the form andcontent of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at anannual meeting of shareholders.C. Material ContractsDuring the years ended December 31, 2021 and 2022 and as of December 31, 2022, we were a party to the Oaktree Shareholders Agreement, the Pappas Shareholders Agreement and toregistration rights agreements with Oaktree and affiliates of Mr. Petros Pappas. For a discussion of these agreements, please see the section of this annual report entitled “Item 7. MajorShareholders and Related Party Transactions-B. Related Party Transactions.” Such description is not intended to be complete and reference is made to the contract itself which is anexhibit to this annual report on Form 20-F.We have no other material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.D. Exchange ControlsUnder the laws of the Marshall Islands, Liberia, Cyprus, Malta, Singapore, British Virgin Islands and Germany, which are the countries of incorporation of the Company and itssubsidiaries, 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 orother payments to non-resident holders of our common shares.MARSHALL ISLANDS COMPANY CONSIDERATIONSOur corporate affairs are governed by our articles of incorporation and bylaws and by the MIBCA. The provisions of the MIBCA resemble provisions of the corporation laws of anumber of states in the United States. For example, the MIBCA allows the adoption of various anti-takeover measures such as shareholder “rights” plans. While the MIBCA alsoprovides 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, MarshallIslands’ court cases interpreting the MIBCA. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts and you mayhave 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 ina United States jurisdiction that has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the MIBCA and theDelaware General Corporation Law relating to shareholders’ rights. 106 Table of ContentsMarshall IslandsDelawareShareholder MeetingsHeld 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 orthe bylaws, or if not so designated, as determined by the Board of Directors.May be held in or outside of the Marshall Islands.May be held in or outside of Delaware.• Whenever shareholders are required to take action at a meeting, written notice shallstate 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• Whenever shareholders are required to take any action at a meeting, a written noticeof the meeting shall be given which shall state the place, if any, date and hour ofthe meeting, and the means of remote communication, if any.meeting, and if such meeting is a special meeting such notice shall also state thepurpose for which it is being called.• A copy of the notice of any meeting shall be given personally, sent by mail or byelectronic transmission not less than 15 nor more than 60 days before the date ofthe meeting.• Written notice shall be given not less than 10 nor more than 60 days before themeeting.Shareholder’s Voting RightsAny action required to be taken by a meeting of shareholders may be taken withouta meeting if consent is in writing, sets forth the action so taken and is signed by all theshareholders entitled to vote or if the articles of incorporation so provide, by holders ofoutstanding shares having not less than the minimum number of votes that would benecessary to authorize or take such action at a meeting at which all shares entitled to votethereon were present and voted.With limited exceptions, shareholders may act by written consent to elect directors.Any person authorized to vote may authorize another person to act for him or her byproxy.Any person authorized to vote may authorize another person or persons to act forhim or her by proxy.Unless otherwise provided in the articles of incorporation or bylaws, a majority ofshares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewerthan one-third of the shares entitled to vote at a meeting.For stock corporations, the certificate of incorporation or bylaws may specify thenumber to constitute a quorum, but in no event shall a quorum consist of less than onethird of shares entitled to vote at a meeting. In the absence of such specifications, amajority of shares entitled to vote shall constitute a quorum. 107 Table of Contents When a quorum is once present to organize a meeting, it is not broken by thesubsequent withdrawal of any shareholders.When a quorum is once present to organize a meeting, it is not broken by thesubsequent withdrawal of any shareholders.The articles of incorporation may provide for cumulative voting in the election ofdirectors.The certificate of incorporation may provide for cumulative voting.Any two or more domestic corporations may merge into a single corporation ifapproved by the board and if authorized by the vote of the majority of holders ofoutstanding shares entitled to vote at a shareholder meeting.Any two or more corporations existing under the laws of the state may merge into asingle corporation pursuant to a board resolution and upon the majority vote byshareholders of each constituent corporation at an annual or special meeting.Any sale, lease, exchange or other disposition of all or substantially all the assets ofa corporation, if not made in the corporation’s usual or regular course of business, onceapproved by the board, shall be authorized by the affirmative vote of two-thirds of theshares of those entitled to vote at a shareholder meeting.Every corporation may at any meeting of the board sell, lease or exchange all orsubstantially all of its property and assets as its board deems expedient and for the bestinterests of the corporation when so authorized by a resolution adopted by the holders ofa majority of the outstanding stock of a corporation entitled to vote.Any domestic corporation owning at least 90% of the outstanding shares of eachclass of another domestic corporation may merge such other corporation into itselfwithout the authorization of the shareholders of any corporation.Any corporation owning at least 90% of the outstanding shares of each class ofanother corporation may merge the other corporation into itself and assume all of itsobligations without the vote or consent of shareholders; however, in case the parentcorporation is not the surviving corporation, the proposed merger shall be approved by amajority of the outstanding stock of the parent corporation entitled to vote at a dulycalled shareholder meeting.Any mortgage, pledge of or creation of a security interest in all or any part of thecorporate property may be authorized without the vote or consent of the shareholders,unless otherwise provided for in the articles of incorporation.Any mortgage or pledge of a corporation’s property and assets may be authorizedwithout the vote or consent of shareholders, except to the extent that the certificate ofincorporation otherwise provides.DirectorsThe board of directors must consist of at least one member.The board of directors must consist of at least one member.Number of members can be changed by an amendment to the bylaws, by theshareholders, or by action of the board pursuant to the bylaws.Number of board members shall be fixed by the bylaws, unless the certificate ofincorporation fixes the number of directors, in which case a change in the number shall bemade only by amendment of the certificate of incorporation. 108 Table of Contents If the board of directors is authorized to change the number of directors, it can onlydo so by a majority of the entire board and so long as no decrease in the number shallshorten the term of any incumbent director. Removal:Removal:• Any or all of the directors may be removed for cause by vote of theshareholders.– Any or all of the directors may be removed, with or without cause, by the holdersof a majority of the shares entitled to vote unless the certificate of incorporationotherwise provides.• If the articles of incorporation or the bylaws so provide, any or all of thedirectors may be removed without cause by vote of the shareholders• In the case of a classified board, shareholders may effect removal of any or alldirectors only for cause.Dissenter’s Rights of AppraisalWith limited exceptions, appraisal rights shall be available for the shares of any classor series of stock of a corporation in a merger or consolidation.With limited exceptions, appraisal rights shall be available for the shares of any classor 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 inwriting to, an amendment to the articles of incorporation has the right to dissent and toreceive payment for such shares if the amendmentThe certificate of incorporation may provide that appraisal rights are available forshares as a result of an amendment to the certificate of incorporation, any merger orconsolidation or the sale of all or substantially all of the assets.• alters or abolishes any preferential right of any outstanding shares havingpreference; • creates, alters, or abolishes any provision or right in respect to the redemption ofany outstanding shares; • alters or abolishes any preemptive right of such holder to acquire shares or othersecurities; or • excludes or limits the right of such holder to vote on any matter, except as suchright may be limited by the voting rights given to new shares then being authorized ofany existing or new class. Shareholder’s Derivative Actions 109 Table of Contents An action may be brought in the right of a corporation to procure a judgment in itsfavor, by a holder of shares or of voting trust certificates or of a beneficial interest in suchshares or certificates. It shall be made to appear that the plaintiff is such a holder at thetime of bringing the action and that he was such a holder at the time of the transaction ofwhich he complains, or that his shares or his interest therein devolved upon him byoperation of law.In any derivative suit instituted by a shareholder of a corporation, it shall be averredin the complaint that the plaintiff was a shareholder of the corporation at the time of thetransaction of which he complains or that such shareholder’s stock thereafter devolvedupon such shareholder by operation of law.Complaint shall set forth with particularity the efforts of the plaintiff to secure theinitiation of such action by the board of directors or the reasons for not making sucheffort. Such action shall not be discontinued, compromised or settled, without the approvalof the High Court of the Marshall Islands Reasonable expenses, including attorneys’ fees, may be awarded if the action issuccess Corporation may require a plaintiff bringing a derivative suit to give security forreasonable expenses if the plaintiff owns less than 5% of any class of stock and theshares have a value of less than $50,000. E. TaxationThe following is a discussion of the material Marshall Islands and U.S. federal income tax regimes relevant to an investment decision with respect to our common shares.In addition to the tax consequences discussed below, we may be subject to tax in one or more other jurisdictions, including Greece, Cyprus, Malta, Singapore and Germany, where weconduct activities. We expect that our tax exposure in these jurisdictions is immaterial.Marshall Islands Tax ConsequencesWe are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will beimposed upon payments of dividends by us to our shareholders.Material United States Federal Income Tax ConsiderationsThe following is a discussion of the material U.S. federal income tax consequences to us of our activities and to our shareholders of the ownership and disposition of our commonshares. This discussion is not a complete analysis or listing of all of the possible tax consequences to our shareholders of the ownership and disposition of our common shares and doesnot address all tax considerations that might be relevant to particular holders in light of their personal circumstances or to persons that are subject to special tax rules. In particular, theinformation set forth below deals only with shareholders that will hold common shares as capital assets for U.S. federal income tax purposes (generally, property held for investment) andthat do not own, and are not treated as owning, at any time, 10% or more of the value of our stock or 10% or more of the total combined voting power of all classes of our stock entitledto vote. In addition, this description of the material U.S. federal income tax consequences does not address the tax treatment of special classes of shareholders, such as (i) financialinstitutions, (ii) regulated investment companies, (iii) real estate investment trusts, (iv) tax-exempt entities, (v) insurance companies, (vi) persons holding the common shares as part of ahedging, integrated or conversion transaction, constructive sale or “straddle,” (vii) persons that acquired common shares through the exercise or cancellation of employee stock optionsor otherwise as compensation for their services, (viii) U.S. expatriates, (ix) individuals, corporations or other persons subject to an alternative minimum tax, the “base erosion and anti-avoidance” tax or the net investment income tax, (x) dealers or traders in securities or currencies, 110 Table of Contents(xi) persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement” and (xii) U.S.shareholders whose functional currency is not the U.S. dollar. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your ownparticular situation under U.S. federal, state, local or non-U.S. law of the ownership of our common shares.U.S. Federal Income Tax ConsiderationsThe following is a discussion of the material U.S. federal income tax consequences to us of our activities and to U.S. Holders and Non-U.S. Holders (each as defined below) of theownership and disposition of our common shares.The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. judicial decisions, administrative pronouncements and existing and proposedTreasury Regulations, all as in effect as of the date hereof. All of the preceding authorities are subject to change, possibly with retroactive effect, so as to result in U.S. federal income taxconsequences different from those discussed below. We have not requested, and will not request, a ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to any of theU.S. federal income tax consequences described below, and as a result there can be no assurance that the IRS will not disagree with or challenge any of the conclusions we have reachedand describe herein.This summary does not address estate and gift tax consequences or tax consequences under any state, local or non-U.S. laws.U.S. Federal Income Taxation of the CompanyU.S. Tax Classification of the CompanyWe are treated as a corporation for U.S. federal income tax purposes. As a result, U.S. Holders will not be directly subject to U.S. federal income tax on our income, but rather will besubject to U.S. federal income tax on distributions received from us and dispositions of common shares as described below.U.S. Federal Income Taxation of Operating Income: In GeneralWe anticipate that we will earn substantially all our income from the hiring or leasing of vessels for use mostly on a voyage or time charter basis or from the performance of servicesdirectly related to those uses, all of which we refer to as “shipping income.”Unless a non-U.S. corporation qualifies for an exemption from U.S. federal income taxation under Section 883 of the Code, such corporation will be subject to U.S. federal income taxationon its “shipping income” that is treated as derived from sources within the United States. For U.S. federal income tax purposes, 50% of shipping income that is attributable totransportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States (“United States source grosstransportation income” or “USSGTI”), and, in the absence of exemption from tax under Section 883 of the Code, such USSGTI generally will be subject to a 4% U.S. federal income taximposed without allowance for deductions.Shipping income of a non-U.S. corporation attributable to transportation that both begins and ends in the United States is considered to be derived entirely from sources within theUnited States. However, U.S. law prohibits non-U.S. corporations, such as us, from engaging in transportation that produces income considered to be derived entirely from U.S. sources.Shipping income of a non-U.S. corporation attributable to transportation exclusively between two non-U.S. ports will be considered to be derived entirely from sources outside theUnited States. Shipping income of a non-U.S. corporation derived from sources outside the United States will not be subject to any U.S. federal income tax.Exemption of Operating Income from U.S. Federal Income TaxationUnder Section 883 of the Code and the Treasury Regulations thereunder, a non-U.S. corporation will be exempt from U.S. federal income taxation on its U.S. source shipping income if: 111 Table of Contents (1)it is organized in a country that grants an “equivalent exemption” from tax to corporations organized in the United States in respect of each category of shipping income forwhich exemption is being claimed under Section 883 of the Code (a “qualified foreign country”); and(2)one of the following tests is met: (A) more than 50% of the value of its shares is beneficially owned, directly or indirectly, by “qualified shareholders,” which term includesindividuals that (i) are “residents” of qualified foreign countries and (ii) comply with certain substantiation requirements (the “50% Ownership Test”); (B) it is a “controlledforeign corporation” and it satisfies an ownership test (the “CFC Test”); or (C) its shares are “primarily and regularly traded on an established securities market” in a qualifiedforeign country or in the United States (the “Publicly- Traded Test”). We do not currently anticipate circumstances under which we would be able to satisfy the 50% OwnershipTest or the CFC Test. Our ability to satisfy the Publicly-Traded Test is described below.The Republic of the Marshall Islands has been officially recognized by the IRS as a qualified foreign country that grants the requisite “equivalent exemption” from tax in respect of eachcategory of shipping income we earn and currently expect to earn in the future.Publicly-Traded Test. The Treasury Regulations under Section 883 of the Code provide, in pertinent part, that shares of a non-U.S. corporation will be considered to be “primarily traded”on an established securities market in a country if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that countryexceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our common shares are “primarily traded”on the NASDAQ Global Select Market.Under the Treasury Regulations, stock of a non-U.S. corporation will be considered to be “regularly traded” on an established securities market if (1) one or more classes of stock of thecorporation that represent more than 50% of the total combined voting power of all classes of stock of the corporation entitled to vote and of the total value of the stock of thecorporation, are listed on such market and (2) (A) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth ofthe days in a short taxable year and (B) the aggregate number of shares of such class of stock traded on such market during the taxable year must be at least 10% of the average numberof shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year.Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of shares will not be considered to be “regularly traded” on an established securitiesmarket for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified share attributionrules, on more than half the days during the taxable year by persons that each own 5% or more of the vote and value of such class of outstanding stock (the “5% Override Rule”).For purposes of determining the persons that actually or constructively own 5% or more of the vote and value of our common shares (“5% Shareholders”), the Treasury Regulationspermit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the U.S. Securities and Exchange Commission, as owning 5% or more of our commonshares. The Treasury Regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5%Shareholder for such purposes.In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will nevertheless not apply if we can establish that within the group of 5%Shareholders, qualified shareholders (as defined for purposes of Section 883) own sufficient number of shares to preclude non-qualified shareholders in such group from owning 50% ormore of the total value of the class of stock of the closely held block that is a part of our common shares for more than half the number of days during the taxable year.Based on information contained in Schedules 13G and 13D filing with the U.S. Securities and Exchange Commission, we believe that we satisfy the Publicly Traded Test for 2021 and 2022because we are not subject to the 5% Override Rule for these years because 5% Shareholders did not collectively own more than 50% of our outstanding common stock for more thanhalf of the days in 2021 and 2022, respectively. Accordingly, we believe that we qualify for exemption under Section 883 for 2021 and 2022. However, we may not qualify for thisexemption from U.S. federal income tax on our U.S. source sipping income in subsequent taxable years due to the factual nature of this inquiry. 112 Table of ContentsTaxation in Absence of Section 883 ExemptionFor any taxable year in which we are not eligible for the benefits of Section 883 exemption, our USSGTI will be subject to a 4% tax imposed by Section 887 of the Code without the benefitof deductions to the extent that such income is not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below. Since under the sourcingrules described above, no more than 50% of our shipping income would be treated as derived from sources within the United States, the maximum effective rate of U.S. federal income taxon our shipping income would never exceed 2% under this regime.To the extent our shipping income derived from sources within the United States is considered to be “effectively connected” with the conduct of a U.S. trade or business, as describedbelow, any such “effectively connected” shipping income, net of applicable deductions, would be subject to U.S. federal income tax, currently imposed at a rate of 21%. In addition, wewould generally be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certainadjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.Our shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:(1)we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source shipping income; and(2)substantially all of our U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedulewith repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.We do not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis. Based on the foregoing andon the expected mode of our shipping operations and other activities, it is anticipated that none of our shipping income will be “effectively connected” with the conduct of a U.S. tradeor business.U.S. Taxation of Gain on Sale of VesselsRegardless of whether we qualify for exemption under Section 883, we will not be subject to U.S. federal income tax with respect to gain realized on a sale of a vessel, provided that (i) thesale is considered to occur outside of the United States under U.S. federal income tax principles and (ii) such sale is not attributable to an office or other fixed place of business in theUnited States. 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, passto the buyer outside of the United States. We intend to conduct our operations so that the gain on any sale of a vessel by us will not be taxable in the United States.U.S. Federal Income Taxation of U.S. HoldersAs used herein, a “U.S. Holder” is a beneficial owner of a common share that is: (1) a citizen of or an individual resident of the United States, as determined for U.S. federal income taxpurposes; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or any state thereof orthe District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust (A) if a court within the United States is able toexercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all substantial decisions of the trust or (B) that has a valid election in effectunder applicable Treasury Regulations to be treated as a U.S. person.If a pass-through entity, including a partnership or other entity classified as a partnership for U.S. federal income tax purposes, is a beneficial owner of our common shares, the U.S.federal income tax treatment of an owner or partner will generally depend upon the status of such owner or partner and upon the activities of the pass-through entity. Owners or partnersof a pass-through entity that is a beneficial owner of common shares are encouraged to consult their tax advisors. 113 Table of ContentsU.S. Holders are urged to consult their tax advisors as to the particular consequences to them under U.S. federal, state and local, and applicable non-U.S. tax laws of the ownership anddisposition of common shares.DistributionsSubject to the discussion of passive foreign investment companies (“PFICs”) below, any distributions made by us with respect to our common shares to a U.S. Holder will generallyconstitute foreign-source dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess ofsuch earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its common shares and thereafter as capital gain. However, wedo not maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, and you should therefore assume that any distribution by us with respectto our common shares will constitute ordinary dividend income.Because we are not a U.S. corporation, U.S. Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to any distributions theyreceive from us.If the common shares are readily tradable on an established securities market in the United States within the meaning of the Code, such as the NASDAQ Global Select Market, and ifcertain holding period and other requirements (including a requirement that we are not a PFIC in the year of the dividend or the preceding year) are met, dividends received by non-corporate U.S. Holders will be “qualified dividend income” to such U.S. Holders. Qualified dividend income received by non-corporate U.S. Holders (including an individual) will besubject to U.S. federal income tax at preferential rates.Sale, Exchange or Other Disposition of Common SharesSubject to the discussion of PFICs below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our common shares in an amount equalto the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such shares. Such gain or loss will betreated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss willgenerally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. Long-term capital gains of certain non-corporate U.S. Holders are currently eligiblefor reduced rates of taxation. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.Passive Foreign Investment Company ConsiderationsThe foregoing discussion assumes that we are not, and will not be, a PFIC. If we are classified as a PFIC in any year during which a U.S. Holder owns our common shares, the U.S. federalincome tax consequences to such U.S. Holder of the ownership and disposition of common shares could be materially different from those described above. A non-U.S. corporation willbe considered a PFIC for any taxable year in which (i) 75% or more of its gross income is “passive income” (e.g., dividends, interest, capital gains and rents derived other than in theactive conduct of a rental business) or (ii) 50% or more of the average value of its assets produce (or are held for the production of) “passive income.” For this purpose, we will betreated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiaries that are treated as pass-through entities for U.S. federal incometax purposes. Further, we will be treated as holding directly our proportionate share of the assets and receiving directly the proportionate share of the income of corporations of whichwe own, directly or indirectly, at least 25%, by value. For purposes of determining our PFIC status, income earned by us in connection with the performance of services would notconstitute passive income. By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the activeconduct of a trade or business. We intend to take the position that income we derive from our voyage and time chartering activities is services income, rather than rental income, andaccordingly, that such income is not passive income for purposes of determining our PFIC status. 114 Table of ContentsBy contrast, we intend to take the position for that income we derive from our bareboat chartering activities is passive income for purposes of determining our PFIC status. We do notbelieve that the income we derive from our bareboat chartering activities will materially affect our conclusion that we are not a PFIC for U.S. federal income tax purposes. We believe thatthere is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from voyage and timecharters as services income for other tax purposes. Additionally, we believe that our contracts for newbuilding vessels are not assets held for the production of passive income, becausewe intend to use these vessels for voyage and time chartering activities.Assuming that it is proper to characterize income from our voyage and time chartering activities as services income and based on the expected composition of our income and assets, webelieve that we currently are not a PFIC, and we do not expect to become a PFIC in the future. However, our characterization of income from voyage and time charters and of contracts fornewbuilding vessels is not free from doubt. Moreover, the determination of PFIC status for any year must be made only on an annual basis after the end of such taxable year and willdepend on the composition of our income, assets and operations during such taxable year. Because of the above described uncertainties, there can be no assurance that the IRS will notchallenge the determination made by us concerning our PFIC status or that we will not be a PFIC for any taxable year.If we were treated as a PFIC for any taxable year during which a U.S. Holder owns common shares, the U.S. Holder would be subject to special adverse rules (described in “-Taxation ofU.S. Holders Not Making a Timely QEF or Mark-to-Market Election”) unless the U.S. Holder makes a timely election to treat us as a “Qualified Electing Fund” (a “QEF election”) ormarks its common shares to market, as discussed below. We intend to promptly notify our shareholders if we determine that we are a PFIC for any taxable year. A U.S. Holder generallywill be required to file IRS Form 8621 if such U.S. Holder owns common shares in any year in which we are classified as a PFIC.Taxation of U.S. Holders Making a Timely QEF Election. If a U.S. Holder makes a timely QEF election, such U.S. Holder must report for U.S. federal income tax purposes its pro-ratashare of our ordinary earnings and net capital gain, if any, for each of our taxable years during which we are a PFIC that ends with or within the taxable year of such U.S. Holder,regardless of whether distributions were received from us by such U.S. Holder. No portion of any such inclusions of ordinary earnings will be treated as “qualified dividend income.” Netcapital gain inclusions of certain non- corporate U.S. Holders might be eligible for preferential capital gains tax rates. The U.S. Holder’s adjusted tax basis in the common shares will beincreased to reflect any income included under the QEF election. Distributions of previously taxed income will not be subject to tax upon distribution but will decrease the U.S. Holder’stax basis in the common shares. An electing U.S. Holder would not, however, be entitled to a deduction for its pro-rata share of any losses that we incur with respect to any taxable year.An electing U.S. Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a timely QEF electionfor our common shares by filing IRS Form 8621 with its U.S. federal income tax return for the first year in which it held such shares when we were a PFIC. If we determine that we are aPFIC for any taxable year, we would provide each U.S. Holder with all necessary information in order to make the QEF election described above.Taxation of U.S. Holders Making a “Mark-to-Market” Election. Alternatively, if we were treated as a PFIC for any taxable year and, as we anticipate, our common shares are treated as“marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common shares. If that election is properly and timely made, the U.S. Holdergenerally would include as ordinary income in each taxable year that we are a PFIC the excess, if any, of the fair market value of the common shares at the end of the taxable year oversuch U.S. Holder’s adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in each such year in respect of the excess, if any, of the U.S.Holder’s adjusted tax basis in the common shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as aresult of the mark-to-market election. A U.S. Holder’s tax basis in its common shares would be adjusted to reflect any such income or loss amount recognized. Any gain realized on thesale, exchange or other disposition of our common shares in a year that we are a PFIC would be treated as ordinary income, and any loss realized on the sale, exchange or otherdisposition of the common shares in such a year would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by theU.S. Holder, and, thereafter, a capital loss. Special tax rules may apply if we were a PFIC for any year in which you own the common shares but before a mark-to-market election is made. 115 Table of ContentsTaxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election. If we were treated as a PFIC for any taxable year, a U.S. Holder that does not make either a QEFelection or a “mark-to-market” election (a “Non-Electing Holder”) would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributionsreceived by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the threepreceding taxable years, or, if shorter, the Non- Electing Holder’s holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of ourcommon shares. Under these special rules:(1)the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;(2)the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be“qualified dividend income”; and(3)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 interestcharge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.U.S. Holders are urged to consult their tax advisors concerning the U.S. federal income tax consequences of holding common shares if we are considered a PFIC in any taxable year.U.S. Federal Income Taxation of Non-U.S. HoldersAs used herein, a “Non-U.S. Holder” is any beneficial owner of a common share that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust and that is not aU.S. Holder.If a pass-through entity, including a partnership or other entity classified as a partnership for U.S. federal income tax purposes, is a beneficial owner of our common shares, the U.S.federal income tax treatment of an owner or partner will generally depend upon the status of such owner or partner and upon the activities of the pass-through entity. Owners or partnersof a pass-through entity that is a beneficial owner of common shares are encouraged to consult their tax advisors.DistributionsA Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends received from us with respect to our common shares, unless that income iseffectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. In general, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S.income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.Sale, Exchange or Other Disposition of Common SharesA Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:(1)the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States; in general, in the case of a Non-U.S. Holder entitled to thebenefits of an applicable U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S.Holder in the United States; or(2)the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.Income or Gains Effectively Connected with a U.S. Trade or BusinessIf the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, dividends on the common shares and gain from the sale, exchange or other dispositionof the shares, that is effectively connected with the conduct of that trade or business (and, if required by an applicable U.S. income tax treaty, is attributable to a U.S. permanentestablishment), will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, inthe case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to anadditional U.S. federal branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty. 116 Table of ContentsInformation Reporting and Backup WithholdingInformation reporting might apply to dividends paid in respect of common shares and the proceeds from the sale, exchange or other disposition of common shares within the UnitedStates. Backup withholding (currently at a rate of 24%) might apply to such payments made to a U.S. Holder unless the U.S. Holder furnishes its taxpayer identification number, certifiesthat such number is correct, certifies that such U.S. Holder is not subject to backup withholding and otherwise complies with the applicable requirements of the backup withholdingrules. Certain U.S. Holders, including corporations, are generally not subject to backup withholding and information reporting requirements if they properly demonstrate their eligibilityfor exemption. United States persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number andCertification). Each Non-U.S. Holder must submit an appropriate, properly completed IRS Form W-8 certifying, under penalties of perjury, to such Non-U.S. Holder’s non-U.S. status inorder to establish an exemption from backup withholding and information reporting requirements. Backup withholding is not an additional tax. Any amounts withheld under the backupwithholding rules will be allowed as a refund or credit against your U.S. federal income tax liability, provided that the required information is furnished to the IRS in a timely manner.Individuals who are U.S. Holders (and to the extent specified in the applicable Treasury Regulations, certain individuals who are non-U.S. Holders and certain U.S. entities) who hold“specified foreign financial assets” (as defined in Section 6038D of the Code and the applicable Treasury Regulations) are required to file IRS Form 8938 (Statement of Specified ForeignFinancial Assets) with information relating to each such asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or$50,000 on the last day of the taxable year. Specified foreign financial assets would include, among other assets, our common stock, unless the common stock were held through anaccount maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause andnot due to willful neglect. Additionally, the statute of limitations on the assessment and collection of U.S. federal income tax with respect to a taxable year for which the filing of IRS Form8938 is required may not close until three years after the date on which IRS Form 8938 is filed. U.S. Holders (including U.S. entities) and non-U.S. Holders are encouraged to consult theirown tax advisors regarding their reporting obligations under Section 6038D of the Code.F. Dividends and paying agentsNot Applicable.G. Statement by expertsNot Applicable.H. Documents on displayWe file reports and other information with the Commission. These materials, including this annual report and the accompanying exhibits, are available at http://www.sec.gov. Our filingsare also available on our website at http://www.starbulk.com. The information on our website, however, is not, and should not be deemed to be a part of this annual report. You may alsoobtain copies of the incorporated documents, without charge, upon written or oral request to Star Bulk Carriers Corp., c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str.,Maroussi, 15124, Athens, Greece.I. Subsidiary informationNot Applicable. 117 Table of ContentsItem 11.Quantitative and Qualitative Disclosures about Market Risk Interest RatesOur exposure to market risk for changes in interest rate relates primarily to our floating-rate debt. Our floating-rate debt (including bareboat lease financing) arrangements contain interestrates that fluctuate with LIBOR or SOFR. Significant increases in interest rates could adversely affect our operating margins, results of operations and our ability to service our debt.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 otherfactors.We are exposed to credit loss in the event of non-performance by the counterparties to the interest rate derivative contracts which we are trying to minimize by only entering intoderivative transactions with counterparties that bear an investment grade rate at the time of the transaction and to the extent possible and practical, with different counterparties toreduce concentration risk.During the year ended December 31, 2020, we entered into various interest rate swaps with ING, DNB Bank ASA (“DNB”), SEB, Citibank, Piraeus Bank and Alpha Bank S.A (“AlphaBank”) to convert a portion of our debt from floating to fixed rate.During the year ended December 31, 2021, we early terminated certain of those interest rate swaps that were in effect as of December 31, 2020 and entered into new interest rate swapagreements with the National Bank of Greece (“NBG”), SEB and ABN AMRO Bank. The following table summarizes the interest rate swaps in place as of December 31, 2022.CounterpartyTradingDateInceptionExpiryFixed RateInitial Notional (‘000)Current Notional (‘000)INGMar-20Mar-20Mar-260.7000% $ 29,960 $ 24,075INGMar-20Apr-20Oct-250.7000% $ 39,375 $ 30,000INGMar-20Apr-20Apr-230.6750% $ 16,157 $ 13,050SEBMar-20Apr-20Jan-250.7270% $ 58,885 $ 46,879CitibankJun-20Jul-20Oct-230.3300% $ 104,450 $ 71,600CitibankJun-20Aug-20May-240.3510% $ 56,075 $ 44,396CitibankJun-20Jun-20Dec-230.3380% $ 94,538 $ 61,237CitibankJun-20Jun-20Aug-230.3280% $ 56,915 $ 35,515CitibankJun-20Jul-20Jul-230.3250% $ 99,816 $ 79,853CitibankJun-20Aug-20May-240.3520% $ 31,350 $ 24,780CitibankJun-20Sep-20Mar-240.3430% $ 33,390 $ 27,825ING July 20Jul-20Jul-20Jul-260.3700% $ 70,000 $ 43,750SEBFeb-21Apr-21Jan-260.4525% $ 37,050 $ 25,350ABN AMRO BankFeb-21Mar-21Dec-230.3120% $ 84,548 $ 61,237NBGJun-21Jun-21Jun-230.6500% $ 125,000 $ 102,500The above interest rate swaps were designated and qualified as cash flow hedges while they are in effect with the exception of the $44.4 million swap with Citibank which was de-designated from cash flow hedge in November 2022 since the forecasted transactions associated with this hedge were no longer probable given that the corresponding loan was fullyprepaid on that date. The effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income / (Loss). No portion of the cash flow hedges wasineffective during the years ended December 31, 2021 and 2022. 118 Table of ContentsAs of December 31, 2022, all of our outstanding debt is floating rate, please see “Item 5. Operating and Financial Review and Prospects - Senior Secured Credit Facilities.” The totalinterest expense of our outstanding debt for the year ended December 31, 2022 was $46.5 million. Our estimated total interest expense for the year ending December 31, 2023 is expectedto be $58.8 million. The interest expense related to the floating rate debt reflects an assumed LIBOR-based applicable rate of 4.7673% (the three-month LIBOR rate as of December 31,2022), of 5.1389% (the six-month LIBOR rate as of December 31, 2022), and an assumed SOFR rate of 3.5101% as applicable, plus the relevant margin of the applicable debt and leasefinancing arrangement. The following table sets forth the sensitivity of our outstanding debt, including the effect of our interest rate swaps, in millions of Dollars, as of December 31,2022, as to a 100 basis point increase in LIBOR and SOFR during the next five years.For the year Estimated amount Estimated amount Increase in interestexpense if LIBORincreases by 100 basispointsending December 31,of interest expenseof interest expense after an increase of 100 basis points 2023 58.8 66.4 7.62024 60.0 68.0 8.02025 49.0 56.1 7.12026 34.5 39.7 5.22027 18.2 20.9 2.7 Currency and Exchange RatesWe generate all of our revenues in Dollars and approximately 7% of our operating expenses were incurred in currencies other than the Dollar during 2022, of which 5% is in Euros.Further, 77% of our General and administrative expenses were incurred in currencies other than the Dollar during 2022, of which 74% is in Euros. For accounting purposes, expensesincurred in Euros or other foreign currencies (except Dollars) are converted into Dollars at the exchange rate prevailing on the date of each transaction. Because a significant portion ofour expenses are incurred in currencies other than the Dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates,particularly between the Dollar and the Euro, which could affect the amount of net income that we report in future periods. As of December 31, 2022, the effect of an adverse movement inDollar/Euro exchange rates by 1% would have resulted in an increase of $0.11 million and $0.4 million in our General and administrative expense and our operating expenses, respectively.While we historically have not mitigated the risk associated with exchange rate fluctuations through the use of financial derivatives, we may determine to employ such instruments fromtime to time in the future in order to minimize this risk. The use of financial derivatives or non-derivative instruments, including foreign exchange forward agreements, would involvecertain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative or non-derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results.Freight DerivativesFrom time to time, we take positions in freight derivatives, mainly through Freight Forward Agreements (“FFAs”). Generally, freight derivatives may be used to hedge a vessel owner’sexposure to the charter market for a specified route and period of time. 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 years ended December 31, 2021 and 2022, we entered into a number of FFAs and options for FFAs on the Capesize, Panamax and Supramax indexes. We use the freightderivatives as an economic hedge to reduce the risk on specific vessels trading in the spot market, or to take advantage of short term fluctuations in the market prices. The vast majorityof our FFAs are settled on a daily basis through reputable exchanges such EEX or SGX . Customary requirements for trading in FFAs include the maintenance of initial and variationmargins 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 andtherefore gains or losses are recognized in earnings.As of December 31, 2021, the fair value of our outstanding freight derivatives was a receivable of $1.6 million and as of December 31, 2022, the fair value of our outstanding freightderivatives was a receivable of $0.2 million. A change in the daily forward rates of $1,000 would not have a material impact in the Company’s financial position as of December 31, 2022. In2021, we recorded a net gain on our freight derivatives of $3.1 million and in 2022, we recorded a net loss of $0.2 million. 119 Table of ContentsBunker Swap AgreementsFrom time to time, we enter into bunker swap contracts to manage our exposure to fluctuations of bunker prices associated with the consumption of bunkers by our vessels. Bunkerswaps 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 bunkerswaps 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 years ended December 31, 2021 and 2022, we entered into a number of bunker swaps. We use these bunker swaps as an economic hedge to reduce the risk on bunker pricedifferentials. Our bunker swaps are settled on a daily basis mainly through reputable exchanges such as ICE so as to limit our exposure in over the counter transactions. Our bunkerswaps do not qualify as cash flow hedges for accounting purposes and therefore gains or losses are recognized in earnings. Bunker swaps are treated as assets/liabilities until they aresettled.As of December 31, 2021, the fair value of our outstanding bunker swap agreements was a payable of $0.3 million, all of them expiring within the first quarter of 2022. As of December 31,2022, the fair value of our outstanding bunker swap agreements was a receivable of $3.7 million. In 2021 we recorded a total net gain of $0.5 million on our bunker swaps while in 2022 werecorded a total net loss of $1.2 million on our bunker swaps.Item 12.Description of Securities Other than Equity SecuritiesA. Debt securitiesNot Applicable.B. Warrants and rightsNot Applicable.C. Other securitiesNot Applicable.D. American depository sharesNot Applicable. 120 Table of ContentsPART II.Item 13.Defaults, Dividend Arrearages and DelinquenciesNone.Item 14.Material Modifications to the Rights of Security Holders and Use of ProceedsNone.Item 15.Controls and Procedures(a) Disclosure Controls and ProceduresAs of December 31, 2022, our management (with the participation of our Chief Executive Officer and Co-Chief Financial Officers) conducted an evaluation pursuant to Rule 13a-15 and15d-15 promulgated under the Exchange Act, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, our Chief ExecutiveOfficer and Co-Chief Financial Officers concluded that as of December 31, 2022, our disclosure controls and procedures, which include, without limitation, controls and proceduresdesigned to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to the management,including our Chief Executive Officer and Co-Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure, were effective to provide reasonableassurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periodsspecified in the rules and forms of the Commission.(b) Management’s Annual Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15 and 15d- 15 under the Securities and ExchangeAct of 1934, as amended. Our internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive Officer and Co-Chief Financial Officers,and carried out by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation ofour consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes policies and procedures that:·Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and thatreceipts and expenditures are being made only in accordance with authorizations of our management and directors; and·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on theconsolidated financial statements.Management has conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in the “Internal Control - IntegratedFramework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, (2013 Framework).Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2022 is effective.(c) Attestation Report of the Independent Registered Public Accounting FirmThe attestation report on the Company’s internal control over financial reporting issued by the registered public accounting firm that audited the consolidated financial statementsDeloitte Certified Public Accountants S.A., appears under “Item 18. Financial Statements” of this annual report and is incorporated herein by reference. 121 Table of Contents(d) Changes in Internal Control over Financial ReportingThere were no changes in our internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likelyto materially affect, our internal control over financial reporting.Inherent Limitations on Effectiveness of ControlsOur management, including our Chief Executive Officer and the Co-Chief Financial Officers, does not expect that our disclosure controls or our internal control over financial reportingwill prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’sobjectives will be met. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Projections of any evaluation of controlseffectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance withpolicies or procedures. Further, in the design and evaluation of our disclosure controls and procedures our management necessarily was required to apply its judgment in evaluating thecost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost- effective control system, misstatements due to error or fraud may occur andnot be detected.Item 16A.Audit Committee Financial ExpertOur Board of Directors has determined that Mr. Karellis, whose biographical details are included in “Item 6. Directors and Senior Management,” the chairman of our Audit Committeequalifies as a financial expert and is considered to be independent according to the Commission rules.Item 16B.Code of EthicsWe have adopted a code of ethics that applies to our directors, officers and employees. A copy of our code of ethics is posted in the “Corporate Governance” section of our website,and may be viewed at http://www.starbulk.com/gr/en/code-of-ethics/. Any waivers that are granted from any provision of our Code of Ethics may be disclosed on our website within fivebusiness days following the date of such waiver. The information on our website is not incorporated by reference into this annual report. We will also provide a hard copy of our code ofethics free of charge upon written request of a shareholder. Shareholders may direct their requests to the attention of Investor Relations, c/o Star Bulk Management Inc., 40 AgiouKonstantinou Str., Maroussi 15124, Athens, Greece. Item 16C.Principal Accountant Fees and Services Deloitte Certified Public Accountants S.A. (PCAOB ID No. 1163), an independent registered public accounting firm, has audited our annual financial statements acting as ourindependent auditor for the fiscal years ended December 31, 2020, 2021 and 2022. This table below sets forth the total amounts billed and accrued for Deloitte Certified PublicAccountants S.A., the member firms of Deloitte and their respective affiliates (collectively, “Deloitte”).(In thousands of Dollars) 2021 2022Audit fees (a)$ 691 $ 738Audit-related fees (b) 55 51Tax fees (c) - 52All other fees (d) 39 -Total fees$ 785 $ 841 (a)Audit Fees: Audit fees represent professional services rendered for the audit of our annual financial statements and services provided by the principal accountant in connectionwith statutory and regulatory filings or engagements.(b)Audit-Related Fees: Audit-related fees consisted of assurance and other services which have not been reported under Audit Fees above. Audit-related fees are approved bythe Audit Committee.(c)Tax Fees: Tax fees represent fees for professional services for tax compliance, tax advice and tax planning. Tax fees are approved by the Audit Committee.(d)All Other Fees: All other fees include services other than audit fees, audit-related fees and tax fees set forth above. All other fees are approved by the Audit Committee. The Audit Committee is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of the independent auditors. As part of this responsibility, theAudit Committee pre-approves the audit and non-audit services performed by the independent auditors in order to assure that they do not impair the auditor’s independence from theCompany. The Audit Committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independentauditors may be pre-approved. 122 Table of ContentsItem 16D.Exemptions from the Listing Standards for Audit CommitteesNot Applicable.Item 16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasersShare Repurchase ProgramOn August 5, 2021, our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”) to purchase up to an aggregate of $50.0 million of our commonshares. The timing and amount of any repurchases will be in the sole discretion of our management team, and will depend on legal requirements, market conditions, share price,alternative uses of capital and other factors. Repurchases of common shares may take place in privately negotiated transactions, in open market transactions pursuant to Rule 10b-18 ofthe Exchange Act and/or pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. We are not obligated under the terms of the Share Repurchase Programto repurchase any of our common shares. The Share Repurchase Program has no expiration date and may be suspended or terminated by us at any time without prior notice. We willcancel common shares repurchased as part of this program. During the years ended December 31, 2021 and 2022, we purchased the following common shares: 123 Table of Contents Period(a) Total Number of Shares (orUnits) Purchased(b) Average Price Paid per Share(or Unit) (1)(c) Total Number of Shares (orUnits) Purchased as Part ofPublicly Announced Plans orPrograms(d) Maximum Number (orApproximate Dollar Value) ofShares (or Units) that May Yet BePurchased Under the Plans orProgramsOctober 1-31, 2021466,268$22.0138466,268$39,735,662April 1-30, 2022450,011$26.0683450,011$28,004,643June 1-30, 2022340,000$24.4491340,000$19,691,940Total1,256,279N/A1,256,279N/A (1)The average price paid per share does not include commissions paid for each transaction.The repurchased shares were cancelled and removed from the Company’s share capital as of December 31, 2022.Item 16F.Change in Registrants Certifying AccountantNot applicable.Item 16G.Corporate GovernanceAs a foreign private issuer, we are permitted to follow home country practices in lieu of certain Nasdaq corporate governance requirements. We have certified to Nasdaq that ourcorporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. We are exempt from many of Nasdaq’s corporategovernance practices other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification of material non-compliancewith Nasdaq corporate governance practices, the voting rights agreement and the establishment and composition of an audit committee and a formal written audit committee charter. Thepractices we follow in lieu of Nasdaq’s corporate governance requirements are as follows:·While our Board of Directors is currently comprised of directors a majority of whom are independent, we cannot assure you that in the future we will have a majority ofindependent directors. Our Board of Directors does not hold annual meetings or executive sessions at which only independent directors are present.·Consistent with Marshall Islands law requirements, in lieu of obtaining an independent review of related party transactions for conflicts of interests, our Bylaws require anydirector who has a potential conflict of interest to identify and declare the nature of the conflict to the Board of Directors at the next meeting of the Board of Directors. Our codeof ethics and Bylaws additionally provide that related party transactions must be approved by a majority of the independent and disinterested directors. If the votes of suchindependent and disinterested directors are insufficient to constitute an act of the Board of Directors, then the related party transaction may be approved by a unanimous voteof the disinterested directors.·In lieu of obtaining shareholder approval prior to the issuance of designated securities, we plan to obtain the approval of our Board of Directors for such share issuances.·While our audit, compensation and nominating and corporate governance committees are currently comprised of directors who are all independent, we cannot assure you thatin the future we will have committees composed completely of independent directors. 124 Table of ContentsAs a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law.Consistent with Marshall Islands law and as provided in Bylaws, we will notify our shareholders of meetings between 10 and 60 days before the meeting. This notification will contain,among other things, information regarding business to be transacted at the meeting. In addition, our Bylaws provide that shareholders must give between 120 and 180 days advancenotice to properly introduce any business at a meeting of the shareholders.Other than as noted above, we are in full compliance with applicable Nasdaq corporate governance standard requirements for U.S. domestic issuers.Item 16H.Mine Safety DisclosureNot Applicable. 125 Table of Contents PART III.Item 17.Financial StatementsSee “Item 18. Financial Statements.”Item 18.Financial StatementsThe financial statements beginning on page F-1 together with the respective reports of the Independent Registered Public Accounting Firms are filed as part of this annual report.Item 19.Exhibits ExhibitNumber Description1.1Fourth Amended and Restated Articles of Incorporation of Star Bulk Carriers Corp. (included as Exhibit 3.1 of the Company’s Form 6-K, which was filed with theCommission on June 23, 2016 and incorporated herein by reference).1.2Third Amended and Restated Bylaws of the Company (included as Exhibit 1.2 of the Company’s Form 20-F, which was filed with the Commission on April 8, 2015 andincorporated herein by reference).2.1Form of Share Certificate (included as Exhibit 2.1 of the Company’s Form 20-F, which was filed with the Commission on April 8, 2015 and incorporated herein by reference).4.1Amended and Restated Registration Rights Agreement dated July 11, 2014 (included as Annex E to Exhibit 99.1 to the Company’s Current Report on Form 6-K, dated June20, 2014 and incorporated herein by reference).4.2Amendment No. 1 to Amended and Restated Registration Rights Agreement dated August 28, 2014 (included as Exhibit 99.2 to the Company’s Current Report on Form 6-K,dated September 3, 2014 and incorporated herein by reference).4.3Amendment No. 2 to Amended and Restated Registration Rights Agreement dated May 15, 2017 (included as Exhibit 4.3 to the Company’s Form 20-F, which was filed withthe Commission on March 27, 2020 and incorporated herein by reference).4.4Amendment No. 3 to Amended and Restated Registration Rights Agreement dated August 3, 2018 (included as Exhibit 4.4 to the Company’s Form 20-F, which was filedwith the Commission on March 27, 2020 and incorporated herein by reference).4.5Oaktree Shareholders Agreement (included as Annex B to Exhibit 99.1 to the Company’s Current Report on Form 6-K, dated June 20, 2014 and incorporated herein byreference).4.6Pappas Shareholder Agreement by and among the Company and the parties named therein dated July 11, 2014 (included as Exhibit 99.3 to the Company’s Current Report onForm 6-K, dated June 16, 2014 and incorporated herein by reference).4.72020 Equity Incentive Plan (included as Exhibit 4.10 to the Company’s Form 20-F, as amended, which was filed with the Commission on April 2, 2021 and incorporated hereinby reference).4.82021 Equity Incentive Plan (included as Exhibit 4.9 to the Company’s Form 20-F, as amended, which was filed with the Commission on March 15, 2022 and incorporatedherein by reference).4.9Description of Common Shares (included as Exhibit 4.10 to the Company’s Form 20-F, which was filed with the Commission on March 27, 2020 and incorporated herein byreference).4.10Registration Rights Agreement dated February 2, 2021 (included as Exhibit 4.13 to the Company’s Form 20-F, which was filed with the Commission on April 2, 2021 andincorporated herein by reference).8.1*Subsidiaries of the Company.11.1Code of Ethics (included as Exhibit 11.1 to the Company’s Form 20-F/A, which was filed with the Commission on April 2, 2020 and incorporated herein by reference). 126 Table of Contents12.1*Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended12.2*Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended13.1*Certification of the Principal Executive Officer pursuant to 18 USC Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2*Certification of the Principal Financial Officer pursuant to 18 USC Section 1350, as adopted, pursuant to Section 906 of the Sarbanes- Oxley Act of 200215.1*Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.)101The following materials from the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022, formatted in Extensible Business Reporting Language(XBRL):(i)Consolidated Balance Sheets as of December 31, 2021 and 2022;(ii)Consolidated Statements of Operations for the years ended December 31, 2020, 2021 and 2022;(iii)Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2020, 2021 and 2022;(iv)Consolidated Statements of Shareholders’ Equity for the for the years ended December 31, 2020, 2021 and 2022;(v)Consolidated Statements of Cash Flows for the for the years ended December 31, 2020, 2021 and 2022; and(vi) the Notes to Consolidated Financial Statements.*Filed herewith. 127 Table of Contents SIGNATURESThe 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 itsbehalf.Date: March 7, 2023 Star Bulk Carriers Corp.(Registrant) By: /s/ Petros Pappas Name: Petros Pappas Title: Chief Executive Officer 128 Table of Contents STAR BULK CARRIERS CORP.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting Firm: Deloitte Certified Public Accountants S.A.F-2Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting: Deloitte Certified Public Accountants S.A.F-4Consolidated Balance Sheets as of December 31, 2021 and 2022F-5Consolidated Statements of Operations for the years ended December 31, 2020, 2021 and 2022F-6Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2020, 2021 and 2022F-7Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2021 and 2022F-8Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2021 and 2022F-9Notes to Consolidated Financial StatementsF-10 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Star Bulk Carriers Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Star Bulk Carriers Corp. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidatedstatements of operations, comprehensive income/(loss), shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principlesgenerally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financialreporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission and our report dated March 7, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting. 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 theapplicable 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 thefinancial 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 thefinancial 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 theamounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating 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 theaudit 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 critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matterbelow, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of long-lived assets – Future Charter Rates – Refer to Note 2 of the consolidated financial statements.Critical Audit Matter DescriptionThe Company’s evaluation of vessels held for use by the Company for impairment involves an initial assessment of each vessel to determine whether events or changes incircumstances indicate that the carrying amount of the vessel assets may not be recoverable. Total vessels as of December 31, 2022 were $2.88 billion.When the initial assessment suggests impairment indicators, the Company compares future undiscounted net operating cash flows to the carrying value of the related vessel todetermine if the vessel is required to be impaired. When the Company’s estimate of future undiscounted net operating cash flows, excluding interest charges, expected to be generatedby the use and eventual disposition of the vessel is less than its carrying amount, the Company records an impairment loss to the extent the vessel’s carrying value exceeds its fairmarket value.F-2 Table of Contents The Company makes significant assumptions and judgments to determine the future undiscounted net operating cash flows expected to be generated over the remaining useful life ofthe vessel asset, including estimates and assumptions related to the future charter rates. Future charter rates are the most significant and subjective assumption that the Company usesfor its impairment analysis. For periods of time where the vessels are not fixed on time charters or spot market voyage charters, the Company estimates the future daily time charterequivalent for the vessels’ unfixed days based on the current Forward Freight Agreement (“FFA”) rates of the respective calendar year for each of the first three years, average of theFFA rate of the third year and the historical average market rate of similar size vessels for the fourth year, and historical average market rates of similar size vessels for the periodthereafter. In addition, in light of the Company’s investment in exhaust gas cleaning systems (“EGCS” or “scrubbers”), an estimate of an additional daily revenue for each scrubber-fittedvessel is also included, reflecting additional compensation from charterers due to the fuel cost savings that these vessels provide (“scrubber premium”). These assumptions are basedon historical trends as well as future expectations.We identified future charter rates used in the future undiscounted net operating cash flows as a critical audit matter because of the complex judgements made by management to estimatethem and the significant impact they have on undiscounted cash flows expected to be generated over the remaining useful life of the vessel.This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s future charter rates.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the future charter rates utilized in the future undiscounted net operating cash flows included the following, among others:ꞏWe tested the effectiveness of controls over management’s review of the impairment analysis, including the future charter rates used within the future undiscounted netoperating cash flows.ꞏWe evaluated the reasonableness of the Company’s estimate of future charter rates through the performance of the following procedures:1. Evaluating the Company’s methodology for estimating the future charter rates by comparing the future charter rates utilized in the future undiscounted net operating cashflows to 1) the Company’s historical rates, including the actual scrubber premium earned on the Company’s past charter contracts, 2) the Company’s budget, 3) the ForwardFreight Agreement rates, 4) historical rate information by vessel class published by third parties and 5) other external market sources, including analysts’ reports, marketreports on spreads on marine fuel (for determination of premium for scrubber fitted vessels) and reports on prospective market outlook.2. Considering the consistency of the assumptions used in the future charter rates, including scrubber premium, with evidence obtained in other areas of the audit. Thisincluded 1) internal communications by management to the board of directors, and 2) external communications by management to analysts and investors.3. Evaluating management’s ability to accurately forecast by comparing actual results to management’s historical forecasts. /s/ Deloitte Certified Public Accountants S.A.Athens, GreeceMarch 7, 2023 We have served as the Company’s auditor since 2018. F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Star Bulk Carriers Corp. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Star Bulk Carriers Corp. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Companymaintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework(2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of andfor the year ended December 31, 2022, of the Company and our report dated March 7, 2023, expressed an unqualified opinion on those financial statements. 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 financialreporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’sinternal 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 Companyin 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 whethereffective 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 suchother 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 offinancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies andprocedures 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, andthat receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance 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 futureperiods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte Certified Public Accountants S.A.Athens, GreeceMarch 7, 2023 F-4 Table of Contents STAR BULK CARRIERS CORP.Consolidated Balance SheetsAs of December 31, 2021 and 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) December 31,2021 December 31,2022ASSETS CURRENT ASSETS Cash and cash equivalents$ 450,285 $ 269,754Restricted cash, current (Notes 8 and 18) 20,965 14,569Trade accounts receivable, net 81,061 84,034Inventories (Note 4) 75,077 67,162Due from managers 9,422 84Due from related parties (Note 3) 242 324Prepaid expenses and other receivables 28,659 25,667Derivatives, current asset portion (Note 18) 1,996 25,585Other current assets (Note 16) 15,217 14,913Total Current Assets 682,924 502,092 FIXED ASSETS Vessels and other fixed assets, net (Note 5) 3,013,038 2,881,551Total Fixed Assets 3,013,038 2,881,551 OTHER NON-CURRENT ASSETS Long term investment (Note 3) 1,567 1,676Restricted cash, non-current (Notes 8 and 18) 2,021 2,021Operating leases, right-of-use assets (Note 6) 48,256 37,618Derivatives, non-current asset portion (Note 18) 6,913 8,666TOTAL ASSETS$ 3,754,719 $ 3,433,624 LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term bank loans (Note 8)$ 156,701 $ 166,586Lease financing short term (Note 7) 50,434 15,361Accounts payable 21,837 32,140Due to managers 3,885 6,344Due to related parties (Note 3) 1,426 1,501Accrued liabilities (Note 13) 30,810 33,984Derivatives, current liability portion (Note 18) 743 -Operating lease liabilities, current (Note 6) - 9,955Deferred revenue 24,960 16,684Total Current Liabilities 290,796 282,555 NON-CURRENT LIABILITIES Long-term bank loans, net of current portion and unamortized loan issuance costs of $10,853 and $9,013, as of December 31, 2021 and 2022,respectively (Note 8) 932,554 927,995Lease financing long term, net of unamortized lease issuance costs of $5,318 and $2,681, as of December 31, 2021 and 2022, respectively(Note 7) 402,039 175,238Operating lease liabilities, non-current (Note 6) 48,256 27,663Other non-current liabilities 1,056 831TOTAL LIABILITIES 1,674,701 1,414,282 COMMITMENTS & CONTINGENCIES (Note 15) SHAREHOLDERS' EQUITY Preferred Shares; $0.01 par value, authorized 25,000,000 shares; none issued or outstanding at December 31, 2021 and 2022, respectively(Note 9) - - Common Shares, $0.01 par value, 300,000,000 shares authorized; 102,294,758 shares issued and outstanding as of December 31, 2021;102,857,416 shares issued and outstanding as of December 31, 2022 (Note 9) 1,023 1,029Additional paid in capital 2,618,319 2,646,073Accumulated other comprehensive income/(loss) 6,933 20,962Accumulated deficit (546,257) (648,722)Total Shareholders' Equity 2,080,018 2,019,342TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$3,754,719 $3,433,624 The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements. F-5 Table of Contents STAR BULK CARRIERS CORP.Consolidated Statements of OperationsFor the years ended December 31, 2020, 2021 and 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) Years ended December 31, 2020 2021 2022 Revenues: Voyage revenues (Note 16) $ 693,241 $ 1,427,423 $ 1,437,156 Expenses/(Income) Voyage expenses (Notes 3 and 17) 200,058 226,111 286,534Charter-in hire expenses (Note 3) 32,055 14,565 21,020Vessel operating expenses (Note 17) 178,543 208,661 228,616Dry docking expenses 23,519 30,986 47,718Depreciation (Note 5) 142,293 152,640 156,733Management fees (Notes 3 and 10) 18,405 19,489 19,071General and administrative expenses (Note 3) 31,881 39,500 56,826Loss on write-down of inventory (Note 2j) - - 17,326(Gain)/Loss on time charter agreement termination - (1,102) - Other operational loss 1,513 2,214 2,380Other operational gain (3,231) (2,110) (8,794)Loss on bad debt 373 629 677(Gain)/Loss on forward freight agreements and bunker swaps, net (Note 18) (16,156) (3,564) 1,451Total operating expenses, net 609,253 688,019 829,558Operating income / (loss) 83,988 739,404 607,598 Other Income/ (Expenses): Interest and finance costs (Note 8) (69,555) (56,036) (52,578)Interest income and other income/(loss) 267 315 7,050Gain/(Loss) on debt extinguishment, net (Note 8) (4,924) (3,257) 4,064Total other expenses, net (74,212) (58,978) (41,464) Income / (loss) before taxes and equity in income of investee $ 9,776 $ 680,426 $ 566,134Income taxes (Note 14) (152) (16) (244)Income/(Loss) before equity in income of investee 9,624 680,410 565,890Equity in income / (loss) of investee 36 120 109Net income/(loss) 9,660 680,530 565,999Earnings / (Loss) per share, basic $ 0.10 $ 6.73 $ 5.54Earnings / (Loss) per share, diluted 0.10 6.71 5.52Weighted average number of shares outstanding, basic (Note 12) 96,128,173 101,183,829 102,153,255Weighted average number of shares outstanding, diluted (Note 12) 96,281,389 101,479,072 102,536,966 The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.F-6 Table of Contents STAR BULK CARRIERS CORP.Consolidated Statements of Comprehensive Income/ (Loss)For the years ended December 31, 2020, 2021 and 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) Years ended December 31, 2020 2021 2022 Net income / (loss) $ 9,660 $ 680,530 $ 565,999 Other comprehensive income / (loss): Unrealized gains / losses from cash flow hedges: Unrealized gain / (loss) from hedging interest rate swaps recognized in Other comprehensiveincome/(loss) before reclassifications (4,841) 8,575 24,073 Less: Reclassification adjustments of interest rate swap gain/(loss) (Note 18) 848 2,351 (10,044) Other comprehensive income / (loss) (3,993) 10,926 14,029 Total comprehensive income / (loss) $ 5,667 $ 691,456 $ 580,028 The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.F-7 Table of Contents STAR BULK CARRIERS CORP.Consolidated Statements of Shareholders’ EquityFor the years ended December 31, 2020, 2021 and 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) Common Stock # of Shares Par Value Additional Paid-inCapital Accumulated OtherComprehensiveincome/(loss) Accumulateddeficit Treasurystock TotalShareholders'Equity BALANCE, January 1, 2020 96,073,197 $ 961 $ 2,544,342 $ - $ (1,001,170) $ (93) $ 1,544,040 Net income / (loss) - - - - 9,660 - 9,660 Other comprehensive income /(loss) - - - (3,993) - - (3,993) Issuance of vested and non-vestedshares and amortization of share-based compensation (Note 11) 1,073,49010 4,614 - - - 4,624 Dividend declared ($0.05 per share)(Note 9) - - - - (4,804) - (4,804) BALANCE, December 31, 2020 97,146,687 $ 971 $ 2,548,956 $ (3,993) $ (996,314) $ (93) $ 1,549,527 Net income / (loss) - - - - 680,530 - 680,530 Other comprehensive income /(loss) - - - 10,926 - - 10,926 Issuance of vested and non-vestedshares and amortization of share-based compensation (Note 11) 521,310 5 10,330 - - - 10,335 Acquisition of Eneti vessels, net ofshare issuance expenses (Notes 5and 9) 3,000,000 30 47,545 - - - 47,575 Acquisition of ER vessels, net ofshare issuance expenses (Notes 5and 9) 2,100,000 21 22,147 - - - 22,168 Offering Expenses - - (292) - - - (292) Cancellation of treasury stock (Note9) (6,971) - (93) - - 93 - Dividend declared ($2.25 per share)(Note 9) - - - - (230,473) - (230,473) Repurchase of common shares(Note 9) (466,268) (4)(10,274) - - - (10,278) BALANCE, December 31, 2021 102,294,758 $ 1,023 $ 2,618,319 $ 6,933 $ (546,257) $ - $ 2,080,018 Net income / (loss) - - - - 565,999 - 565,999 Other comprehensive income /(loss) - - -14,029 - - 14,029 Issuance of vested and non-vestedshares and amortization of share-based compensation (Note 11) 697,9797 28,474 - - - 28,481 Dividends declared ($6.5 per share)(Note 9) - - - - (668,464) - (668,464) Equity offerings, net (Note 9) 654,690 7 19,340 - - - 19,347 Repurchase of common shares(Note 9) (790,011)(8) (20,060) - - - (20,068) BALANCE, December 31, 2022 102,857,416 $ 1,029 $ 2,646,073 $ 20,962 $ (648,722) $ - $ 2,019,342 The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements.F-8 Table of Contents STAR BULK CARRIERS CORP.Consolidated Statements of Cash FlowsFor the years ended December 31, 2020, 2021 and 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) Years ended December 31, 2020 2021 2022Cash Flows from Operating Activities: Net income / (loss)$ 9,660$ 680,530 $ 565,999Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: Depreciation (Note 5) 142,293 152,640 156,733Amortisation of fair value of below market time charters (1,184) (187) - Amortization of debt (loan, lease & notes) issuance costs (Note 8) 7,815 6,511 4,918Amortization of operating lease right-of-use assets (Note 6) - - 10,638 Gain/(Loss) on debt extinguishment, net (Note 8) 4,924 3,257 (4,064)Loss on bad debt 373 629 677Share-based compensation (Note 11) 4,624 10,335 28,481(Gain)/Loss on time charter agreement termination - (1,102) - Loss on write-down of inventory (Note 4) - - 17,326Change in fair value of forward freight derivatives and bunker swaps (Note 18) (1,295) (1,508) (2,583)Other non-cash charges 276 (116) (225)Write-off of current assets - - 607Gain on hull and machinery claims (2,154) (192) - Equity in income / (loss) of investee (36) (120) (109)Changes in operating assets and liabilities: (Increase)/Decrease in: Trade accounts receivable 20,322 (43,600) (3,650)Inventories 3,859 (27,783) (9,411)Prepaid expenses and other receivables (2,211) (19,012) (3,818)Derivatives asset (2) 500 (91)Due from related parties 109 239 (82)Due from managers 541 (9,064) 9,338Other non-current assets (1) - - Increase/(Decrease) in: Accounts payable (3,052) (8,040) 11,563Operating lease liability (Note 6) - - (10,638)Due to related parties (2,578) (13) 75Accrued liabilities (18,064) 13,810 4,031Due to managers 2,032 (3,928) 2,459Deferred revenue 4,301 13,285 (8,276)Net cash provided by / (used in) Operating Activities 170,552 767,071 769,898 Cash Flows from Investing Activities: Advances for vessels & vessel upgrades and other fixed assets (72,059) (130,147) (25,403)Hull and machinery insurance proceeds 5,725 8,884 4,531Net cash provided by / (used in) Investing Activities (66,334) (121,263) (20,872) Cash Flows from Financing Activities: Proceeds from bank loans, leases and notes 687,792 470,650 315,000Loan and lease prepayments and repayments (708,910) (593,183) (576,025)Financing and debt extinguishment fees paid (9,027) (4,584) (5,543)Dividends paid (Note 9) (4,804) (230,240) (668,697)Proceeds from issuance of common stock - - 19,792Offering expenses paid related to the issuance of common stock - (433) (412)Repurchase of common shares - (10,278) (20,068)Net cash provided by / (used in) Financing Activities (34,949) (368,068) (935,953) Net increase/(decrease) in cash and cash equivalents and restricted cash 69,269 277,740 (186,927)Cash and cash equivalents and restricted cash at beginning of period 126,262 195,531 473,271 Cash and cash equivalents and restricted cash at end of period$ 195,531$ 473,271 $ 286,344SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for: Cash paid during the period for: Interest$61,557$49,658 $ 49,598Non-cash investing and financing activities: Shares issued in connection with vessel acquisitions - 69,884 - Vessel upgrades 9,674 - - Assumed debt upon acquisition - 99,601 - Right-of-use assets and lease obligations for charter-in contracts - 48,796 - Unpaid offering expenses - - 33Dividends declared but not paid - (233) - Reconciliation of (a) cash and cash equivalents, and restricted cash reported within the consolidated balance sheets to(b) the total amount of such items reported in the statements of cash flows: Cash and cash equivalents$183,211$450,285 $ 269,754Restricted cash, current (Note 8) 7,299 20,965 14,569Restricted cash, non-current (Note 8) 5,021 2,021 2,021Cash and cash equivalents and restricted cash at end of period shown in the statement of cash flows$195,531$473,271 $ 286,344 The accompanying notes are integral part of these unaudited interim condensed consolidated financial statements. F-9 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 1. Basis of Presentation and General Information:The consolidated financial statements as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021 and 2022, include the accounts of Star Bulk Carriers Corp. (“StarBulk”) and its wholly owned subsidiaries as set forth below (collectively, the “Company”).Star Bulk was incorporated on December 13, 2006 under the laws of the Marshall Islands and maintains offices in Athens, New York, Limassol, Germany and Singapore. The Company isengaged in the ocean transportation of dry bulk cargoes worldwide through the ownership and operation of dry bulk carrier vessels. Since December 3, 2007, Star Bulk shares trade onthe NASDAQ Global Select Market under the ticker symbol “SBLK”.As of December 31, 2022, the Company owned a modern fleet of 128 dry bulk vessels consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramaxvessels with a carrying capacity between 52,425 deadweight tonnage (“dwt”) and 209,529 dwt, and a combined carrying capacity of 14.1 million dwt. In addition, through certain of itssubsidiaries, the Company charters-in a number of third-party vessels to increase its operating capacity in order to satisfy its clients’ needs.F-10 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 1. Basis of Presentation and General Information – (continued):Below is the list of the Company’s wholly owned subsidiaries as of December 31, 2022:Subsidiaries owning vessels in operation: Date Wholly Owned SubsidiariesVessel NameDWTDelivered to Star BulkYear Built1Pearl Shiptrade LLCGargantua (1)209,529April 2, 201520152Star Ennea LLCStar Gina 2GR209,475February 26, 201620163Coral Cape Shipping LLCMaharaj (1)209,472July 15, 201520154Sea Diamond Shipping LLCGoliath (1) 207,999July 15, 201520155Star Castle II LLCStar Leo207,939May 14, 201820186ABY Eleven LLCStar Laetitia207,896August 3, 201820177Domus Shipping LLCStar Ariadne207,774March 28, 201720178Star Breezer LLCStar Virgo207,774March 1, 201720179Star Seeker LLCStar Libra207,727June 6, 2016201610ABY Nine LLCStar Sienna207,721August 3, 2018201711Clearwater Shipping LLCStar Marisa207,671March 11 2016201612ABY Ten LLCStar Karlie207,566August 3, 2018201613Star Castle I LLCStar Eleni207,517January 3, 2018201814Festive Shipping LLCStar Magnanimus207,490March 26, 2018201815New Era II Shipping LLCDebbie H206,823May 28, 2019201916New Era III Shipping LLCStar Ayesha206,814July 15, 2019201917New Era I Shipping LLCKatie K206,803April 16, 2019201918Cape Ocean Maritime LLCLeviathan 182,466September 19, 2014201419Cape Horizon Shipping LLCPeloreus 182,451July 22, 2014201420Star Nor I LLCStar Claudine181,258July 6, 2018201121Star Nor II LLCStar Ophelia180,716July 6, 2018201022Sandra Shipco LLCStar Pauline 180,233December 29, 2014200823Christine Shipco LLCStar Martha 180,231October 31, 2014201024Pacific Cape Shipping LLCPantagruel 180,140July 11, 2014200425Star Polaris LLCStar Polaris179,648November 14, 2011201126Star Borealis LLCStar Borealis179,601September 9, 2011201127Star Nor III LLCStar Lyra179,147July 6, 2018200928Star Regg V LLCStar Borneo178,978January 26, 2021201029Star Regg VI LLCStar Bueno178,978January 26, 2021201030Star Regg IV LLCStar Marilena178,977January 26, 2021201031Star Regg I LLCStar Marianne178,841January 14, 2019201032Star Regg II LLCStar Janni177,939January 7, 2019201033Star Trident V LLCStar Angie 177,931October 29, 2014200734Sky Cape Shipping LLCBig Fish 177,620July 11, 2014200435Global Cape Shipping LLCKymopolia 176,948July 11, 2014200636Star Trident XXV LLCStar Triumph176,274December 8, 2017200437ABY Fourteen LLCStar Scarlett175,800August 3, 2018201438ABY Fifteen LLCStar Audrey175,125August 3, 2018201139Sea Cape Shipping LLCBig Bang 174,109July 11, 2014200740ABY I LLCStar Paola115,259August 3, 20182011F-11 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 1. Basis of Presentation and General Information – (continued):Subsidiaries owning vessels in operation: Date Wholly Owned SubsidiariesVessel NameDWTDelivered to Star BulkYear Built41ABM One LLCStar Eva106,659August 3, 2018201242Nautical Shipping LLCAmami 98,648July 11, 2014201143Majestic Shipping LLCMadredeus 98,648July 11, 2014201144Star Sirius LLCStar Sirius98,648March 7, 2014201145Star Vega LLCStar Vega98,648February 13, 2014201146ABY II LLCStar Aphrodite92,006August 3, 2018201147Augustea Bulk Carrier LLCStar Piera91,952August 3, 2018201048Augustea Bulk Carrier LLCStar Despoina91,945August 3, 2018201049Star Trident I LLCStar Kamila 87,001September 3, 2014200550Star Nor IV LLCStar Electra83,494July 6, 2018201151Star Alta I LLCStar Angelina 82,953December 5, 2014200652Star Alta II LLCStar Gwyneth 82,703December 5, 2014200653Star Nor VI LLCStar Luna82,687July 6, 2018200854Star Nor V LLCStar Bianca82,672July 6, 2018200855Grain Shipping LLCPendulum 82,578July 11, 2014200656Star Trident XIX LLCStar Maria 82,578November 5, 2014200757Star Trident XII LLCStar Markella 82,574September 29, 2014200758ABY Seven LLCStar Jeanette82,567August 3, 2018201459Star Trident IX LLCStar Danai 82,554October 21, 2014200660Star Sun I LLCStar Elizabeth82,430May 25, 2021202161Star Sun II LLCStar Pavlina82,361June 16, 2021202162Star Trident XI LLCStar Georgia 82,281October 14, 2014200663Star Trident VIII LLCStar Sophia 82,252October 31, 2014200764Star Trident XVI LLCStar Mariella 82,249September 19, 2014200665Star Trident XIV LLCStar Moira 82,220November 19, 2014200666Star Trident X LLCStar Renee82,204December 18, 2014200667Star Trident XIII LLCStar Laura 82,192December 8, 2014200668Star Trident XV LLCStar Jennifer 82,192April 15, 2015200669Star Nor VIII LLCStar Mona82,188July 6, 2018201270Star Trident II LLCStar Nasia 82,183August 29, 2014200671Star Nor VII LLCStar Astrid82,158July 6, 2018201272Star Trident XVII LLCStar Helena 82,150December 29, 2014200673Star Trident XVIII LLC Star Nina 82,145January 5, 2015200674Waterfront Two LLCStar Alessia81,944August 3, 2018201775Star Nor IX LLCStar Calypso81,918July 6, 2018201476Star Elpis LLCStar Suzanna81,644May 15, 2017201377Star Gaia LLCStar Charis81,643March 22, 2017201378Mineral Shipping LLCMercurial Virgo 81,502July 11, 2014201379Star Nor X LLCStardust81,502July 6, 2018201180Star Nor XI LLCStar Sky81,466July 6, 2018201081Star Zeus VI LLCStar Lambada81,272March 16, 2021201682Star Zeus I LLCStar Capoeira81,253March 16, 2021201583Star Zeus II LLCStar Carioca81,199March 16, 2021201584Star Zeus VII LLCStar Macarena81,198March 6, 2021201685ABY III LLCStar Lydia81,187August 3, 2018201386ABY IV LLCStar Nicole81,120August 3, 2018201387ABY Three LLCStar Virginia81,061August 3, 2018201588Star Nor XII LLCStar Genesis80,705July 6, 2018201089Star Nor XIII LLCStar Flame80,448July 6, 20182011 F-12 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 1. Basis of Presentation and General Information – (continued):Subsidiaries owning vessels in operation: Date Wholly Owned SubsidiariesVessel NameDWTDelivered to Star BulkYear Built90Star Trident III LLCStar Iris 76,390September 8, 2014200491Star Trident XX LLCStar Emily 76,339September 16, 2014200492Orion Maritime LLCIdee Fixe63,437March 25, 2015201593Primavera Shipping LLC Roberta63,404March 31, 2015201594Success Maritime LLCLaura63,377April 7, 2015201595Star Zeus III LLCStar Athena63,371May 19, 2021201596Ultra Shipping LLCKaley63,261June 26, 2015201597Blooming Navigation LLCKennadi (1)63,240January 8, 2016201698Jasmine Shipping LLCMackenzie (1)63,204March 2, 2016201699Star Lida I Shipping LLCStar Apus63,123July 16, 20192014100Star Zeus V LLCStar Bovarius61,571March 16, 20212015101Star Zeus IV LLCStar Subaru61,521March 16, 20212015102Star Nor XV LLCStar Wave61,491July 6, 20182017103Star Challenger I LLCStar Challenger (1)61,462December 12, 20132012104Star Challenger II LLCStar Fighter (1)61,455December 30, 20132013105Aurelia Shipping LLCHoney Badger (1)61,324February 27, 20152015106Star Axe II LLCStar Lutas (1)61,323January 6, 20162016107Rainbow Maritime LLCWolverine (1)61,268February 27, 20152015108Star Axe I LLCStar Antares (1)61,234October 9, 20152015109ABY Five LtdStar Monica60,935August 3, 20182015110Star Asia I LLCStar Aquarius60,873July 22, 20152015111Star Asia II LLCStar Pisces (1)60,873August 7, 20152015112Star Nor XIV LLCStar Glory58,680July 6, 20182012113Star Lida XI Shipping LLCStar Pyxis56,615August 19, 20192013114Star Lida VIII Shipping LLC Star Hydrus56,604August 8, 20192013115Star Lida IX Shipping LLCStar Cleo56,582July 15, 20192013116Star Trident VII LLCDiva56,582July 24, 20172011117Star Lida VI Shipping LLCStar Centaurus56,559September 18, 20192012118Star Lida VII Shipping LLCStar Hercules56,545July 16, 20192012119Star Lida X Shipping LLCStar Pegasus56,540July 15, 20192013120Star Lida III Shipping LLCStar Cepheus56,539July 16, 20192012121Star Lida IV Shipping LLCStar Columba56,530July 23, 20192012122Star Lida V Shipping LLCStar Dorado56,507July 16, 20192013123Star Lida II Shipping LLCStar Aquila56,506July 15, 20192012124Star Regg III LLCStar Bright55,783October 10, 20182010125Glory Supra Shipping LLCStrange Attractor 55,715July 11, 20142006126Star Omicron LLCStar Omicron53,444April 17, 20082005127Star Zeta LLCStar Zeta 52,994January 2, 20082003128Star Theta LLCStar Theta 52,425December 6, 20072003 Total dwt14,072,068 (1)Subject to sale and lease back financing transaction (Note 7)F-13 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 1. Basis of Presentation and General Information – (continued):Non-vessel owning subsidiaries at December 31, 2022 (the below list includes companies previously owning vessels that have been sold, intermediate holding companies, companiesthat charter-in vessels and management companies): Wholly Owned Subsidiaries 1Star Bulk Management Inc.19Star Aurora LLC2Starbulk S.A.20Star Epsilon LLC3Star Bulk Manning LLC21Star ABY LLC4Star Bulk Shipmanagement Company (Cyprus) Limited22ABY Group Holding LLC5Candia Shipping Limited (ex Optima Shipping Limited)23Star Regina LLC6Star Omas LLC 24Star Bulk (Singapore) Pte. Ltd.7Star Synergy LLC 25Star Bulk Germany GmbH8Oceanbulk Shipping LLC26Star Mare LLC9Oceanbulk Carriers LLC27Star Sege Ltd10Star Bulk Finance (Cyprus) Limited28Star Regg VII LLC11Star Ventures LLC29Star Cosmo LLC12Star Logistics LLC (ex Dry Ventures LLC)30Star Delta LLC13Unity Holding LLC31Star Kappa LLC14Star Bulk (USA) LLC32Star Trident VI LLC15Star Bulk Norway AS(1)33Star Uranus LLC16Star New Era LLC34Star Zeus LLC17Star Thor LLC18Star Gamma LLC (1) Under liquidation.F-14 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 1. Basis of Presentation and General Information - (continued):Charterers who individually accounted for more than 10% of the Company’s voyage revenues during the years ended December 31, 2020, 2021 and 2022 are as follows:Charterer2020A11% No charterer accounted for more than 10% of the Company’s revenues for the years ended December 31, 2021 and 2022.2. Significant Accounting policies: a)             Principles of consolidation: The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ofAmerica (“U.S. GAAP”), which include the accounts of Star Bulk and its wholly owned subsidiaries referred to in Note 1 above. All intercompany balances and transactionshave been eliminated on consolidation.Star Bulk as the holding company determines whether it has controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or avariable interest entity. Under ASC 810 “Consolidation”, a voting interest entity is an entity in which the total equity investment at risk is sufficient to enable the entity tofinance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and make financial and operatingdecisions. Star Bulk consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%), of the voting interest.Following the provisions of ASC 810 “Consolidation”, the Company evaluates all arrangements that may include a variable interest in an entity to determine if it may be theprimary beneficiary, and would be required to include assets, liabilities and operations of a variable interest entity in its consolidated financial statements. The Company’sevaluation did not result in an identification of variable interest entities for the years 2020, 2021 and 2022.b)               Equity method investments: Investments in the equity of entities over which the Company exercises significant influence, but does not exercise control are accounted for bythe equity method of accounting. Under this method, the Company records such an investment at cost and adjusts the carrying amount for its share of the earnings or lossesof the entity subsequent to the date of investment and reports the recognized earnings or losses in income. The Company also evaluates whether a loss in value of aninvestment that is other than a temporary decline should be recognized. Evidence of a loss in value might include absence of an ability to recover the carrying amount of theinvestment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. Dividends received reduce the carryingamount of the investment. When the Company’s share of losses in an entity accounted for by the equity method equals or exceeds its interest in the entity, the Company doesnot recognize further losses, unless the Company has made advances, incurred obligations and made payments on behalf of the entity.c)               Use of estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amountsof revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions.F-15 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2.Significant Accounting policies - (continued):d)              Comprehensive income/(loss): The statement of comprehensive income/(loss) presents the change in equity (net assets) during a period from transactions and other eventsand circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by shareholders and distributions toshareholders. Reclassification adjustments are presented out of accumulated other comprehensive income/(loss) on the face of the statement in which the components of othercomprehensive income/(loss) are presented or in the notes to the financial statements. The Company follows the provisions of ASC 220 “Comprehensive Income”, andpresents items of net income/(loss), items of other comprehensive income/(loss) and total comprehensive income/(loss) in two separate and consecutive statements.e)             Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cashequivalents and restricted cash, trade accounts receivable and derivative contracts (including freight derivatives, bunker derivatives and interest rate swaps). The Company’spolicy is to place its cash with financial institutions evaluated as being creditworthy and are therefore exposed to minimal credit risk. The Company may be exposed to creditrisk in the event of non-performance by counter parties to derivative contracts. To manage this risk, the Company mainly selects freight derivatives and bunker swaps thatclear through reputable clearing houses, such as European Energy Exchange (“EEX”), Singapore Exchange (“SGX”) or Intercontinental Exchange (“ICE”), as the case may be,and limits its exposure in over the counter transactions. The Company performs periodic evaluations of the relative credit standing of those financial institutions with whichthe Company transacts. In addition, the Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition.f)               Foreign currency transactions: The functional currency of the Company is the U.S. Dollar since its vessels operate in the international shipping markets, and thereforeprimarily transact business in U.S. Dollars. The Company’s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies during the period areconverted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the consolidated balance sheet dates, monetary assets and liabilities, which aredenominated in other currencies, are converted into U.S. Dollars at the period-end exchange rates. Resulting gains/(losses) are included in “Interest income and otherincome/(loss)” in the consolidated statements of operations.g)              Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months orless or from which cash is readily available without penalty, to be cash equivalents.h)              Restricted cash: Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Company’s borrowingarrangements or derivative contracts, which are legally restricted as to withdrawal or use. In the event that the obligation to maintain such deposits is expected to beterminated within the next twelve months, these deposits are classified as current assets. Otherwise, they are classified as non-current assets.F-16 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant Accounting policies - (continued):i)               Trade accounts receivable, net: The amount shown as Trade accounts receivable, net, at each balance sheet date, includes receivables from customers, net of any provisionfor doubtful debts. Pursuant to ASC 326 Financial Instruments - Credit Losses the Company assesses the need for an allowance for credit losses for expected uncollectibleaccounts receivable. Such allowance is recorded as an offset to accounts receivable in the consolidated balance sheets and changes in such allowance are recorded asprovision for doubtful debt in the consolidated statements of operations. The Company assesses collectability by reviewing accounts receivable on a collective basis wheresimilar characteristics exist and on an individual basis when the Company identifies specific charterers with known disputes or collectability concerns. In determining theamount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness ofcharterers based on ongoing credit evaluations. The Company also considers charterer-specific information, current market conditions and reasonable and supportableforecasts of future economic conditions to inform adjustments to historical loss data. For the years ended December 31, 2021 and 2022, the Company’s assessment consideredalso business and market disruptions caused by Covid-19 and estimates of expected emerging credit and collectability trends. No allowance for credit losses on accountsreceivable was recorded for the years ended December 31, 2021 and 2022, based on the Company’s credit losses assessment. On the other hand, the Company wrote-off certaintrade receivables by recording a loss on bad debt for the years ended December 31, 2020, 2021 and 2022 of $373, $629 and $677 respectively. j)              Inventories: Inventories consist of lubricants and bunkers, which are stated at the lower of cost or net realizable value, which is the estimated selling prices less reasonablypredictable costs of disposal and transportation. Cost is determined by the first in, first out method. The Company’s evaluation of the need to record inventory adjustmentsresulted for the year ended December 31, 2022 in a “Loss on write-down of inventory” of $17,326 in the consolidated statement of operations (nil for the years ended December31, 2020 and 2021).k)              Vessels, net: Vessels are stated at cost, which consists of the purchase price and any material expenses incurred upon acquisition, such as initial repairs, improvements,delivery expenses and other expenditures to prepare the vessel for its initial voyage, less accumulated depreciation and impairment, if any. Certain subsequent expenditures forconversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase the earning capacity or improve the efficiency orsafety of the vessels. Any other subsequent expenditure is expensed as incurred.The cost of each of the Company’s vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel’s remainingeconomic useful life, after considering the estimated residual value (vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton).Management estimates the useful life of the Company’s vessels to be 25 years from the date of initial delivery from the shipyard. When regulations place limitations over theability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted. The estimated salvage value of each vessel is$0.3 per light weight ton as of December 31, 2021 and 2022.l)               Advances for vessels under construction and acquisition of vessels: Advances made to shipyards or sellers of shipbuilding contracts during construction periods oradvances made to sellers of secondhand vessels to be acquired are classified as “Advances for vessels under construction and acquisition of vessels” until the date ofdelivery and acceptance of the vessel, at which date they are reclassified to “Vessels and other fixed assets, net.” Advances for vessels under construction also includesupervision costs, amounts paid under engineering contracts, and other expenses directly related to the construction of the vessel or the preparation of the vessel for its initialvoyage. Interest cost incurred during the construction period of the vessels is also capitalized and included in the vessels’ cost.F-17 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant Accounting policies - (continued):m)             Fair value of above/below market acquired time charters: The Company values any asset or liability arising from the market value of the time charters assumed when avessel is acquired. Where vessels are acquired with existing time charters, the Company determines the present value of the difference between: (i) the contractual charter rateand (ii) the market rate for a charter of equivalent duration prevailing at the time the vessels are delivered. In discounting the charter rate differences in future periods, theCompany uses its weighted average cost of capital adjusted to account for the credit quality of the counterparties, as deemed necessary. The cost of the acquisition isallocated to the vessel and the in-place time charter attached on the basis of their relative fair values. Such intangible asset or liability is recognized ratably as an adjustment torevenues over the remaining term of the assumed time charter.n)              Impairment of long-lived assets: The Company follows the Accounting Standards Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”),which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimatedto be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipatedundiscounted future net operating cash flows for each asset. Various factors including future charter rates, an estimate of an additional daily revenue for each scrubber-fittedvessel net of brokerage and address commissions, estimated vessel’s residual value, vessel’s utilization over the remaining useful life of the vessel, expected technical off-hiredays, vessel’s expected maintenance costs (for dry docking and special surveys), vessel operating expenses and management fees are included in this analysis. If the carryingvalue of the related vessel exceeds the undiscounted cash flows, the carrying value is reduced to its estimated fair value and the difference is recorded under “Impairmentloss” in the consolidated statements of operations.F-18 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2.Significant Accounting policies - (continued):o)               Vessels held for sale: The Company classifies a vessel as being held for sale when all of the following criteria, enumerated under ASC 360 “Property, Plant, and Equipment”,are met: (i) management has committed to a plan to sell the vessel; (ii) the vessel is available for immediate sale in its present condition; (iii) an active program to locate a buyerand other actions required to complete the plan to sell the vessel have been initiated; (iv) the sale of the vessel is probable, and transfer of the asset is expected to qualify forrecognition as a completed sale within one year; (v) the vessel 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.Vessels classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. The resulting difference, if any, is recorded under “Impairmentloss” in the consolidated statement of operations. The vessels are not depreciated once they meet the criteria to be classified as held for sale.p)               Evaluation of purchase transactions: When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was a purchase of an assetor a business based on the facts and circumstances of the transaction. In accordance with Business Combinations (Topic 805): Clarifying the Definition of a Business, ifsubstantially all of the fair value of the gross assets acquired in an acquisition transaction are concentrated in a single identifiable asset or group of similar identifiable assets,then the set is not a business. To be considered a business, a set must include an input and a substantive process that together significantly contribute to the ability to createan output. All assets acquired and liabilities assumed in a business combination are measured at their acquisition-date fair values. For asset acquisitions, the cost of theacquisition is allocated to individual assets and liabilities on a relative fair value basis. Acquisition costs associated with business combinations are expensed as incurred.Acquisition costs associated with asset acquisitions are capitalized.q)               Financing costs: Fees paid to lenders or required to be paid to third parties on the lenders’ behalf for obtaining new loans, senior notes, for refinancing or amending existingloans or securing leases, are required to be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, similar to debt discounts. Thesecosts are amortized as interest and finance costs using the effective interest rate method over the duration of the related debt. Any unamortized balance of costs relating todebt repaid or refinanced that meet the criteria for Debt Extinguishment (see Subtopic 470-50), is expensed in the period in which the repayment is made or refinancing occurs.Any unamortized balance of costs relating to debt refinanced that do not meet the criteria for Debt Extinguishment, are amortized over the term of the refinanced debt. Otherfees incurred for obtaining loan facilities whose committed loans have not been drawn on or before the balance sheet date are recorded under “Other non-current assets” or“Other Current assets”, as applicable, and are reclassified as a direct deduction from the carrying amount of the loan facilities once financing takes place. F-19 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2.Significant Accounting policies - (continued):r)               Share based compensation: Share based compensation represents the cost of shares and share options granted to employees, executive officers and to directors, for theirservices, and is included in “General and administrative expenses” in the consolidated statements of operations. The shares are measured at their fair value equal to the marketvalue of the Company’s common shares on the grant date. The shares that do not contain any future service vesting conditions are considered vested shares and the total fairvalue of such shares is expensed on the grant date. The shares that contain a time-based service vesting condition are considered non-vested shares on the grant date and atotal fair value of such shares is recognized using the accelerated attribution method, which treats an award with multiple vesting dates as multiple awards and results in afront-loading of the costs of the award. Further, the Company accounts for restricted share award forfeitures upon occurrence. Awards of restricted shares, restricted share units or share options that are subject to performance conditions are also measured at their fair value, which is equal to the marketvalue of the Company’s common shares on the grant date. If the award is subject only to performance conditions, compensation cost is recognized only if the performanceconditions are satisfied. For awards that are subject to performance conditions and future service conditions, if it is probable that the performance condition for these awardswill be satisfied, the compensation cost in respect of these awards is recognized over the requisite service period. If it is initially determined that it is not probable that theperformance conditions will be satisfied and it is later determined that the performance conditions are likely to be satisfied (or vice versa), the effect of the change in estimate isretroactively accounted for in the period of change by recording a cumulative catch-up adjustment to retroactively apply the new estimate. If the award is forfeited because theperformance condition is not satisfied, any previously recognized compensation cost is reversed.The fair value of share option grants is determined with reference to option pricing models, and depends on the terms of the granted options. The fair value is recognized (ascompensation expense) over the requisite service period for all awards that vest.s)               Dry docking and special survey expenses: Dry docking and special survey expenses are expensed when incurred.F-20 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2.Significant Accounting policies - (continued):t)                Accounting for revenue and related expenses: The Company primarily generates its revenues from time charter agreements or voyage charter agreements. Under a timecharter agreement a contract is entered into for the use of a vessel for a specific period of time and a specified daily fixed or index-linked charter hire rate. An index-linked rateusually refers to freight rate indices issued by the Baltic Exchange, such as the Baltic Capesize Index and the Baltic Panamax Index. Under a voyage charter agreement, acontract is made in the spot market for the use of a vessel for a specific voyage to transport a specified agreed upon cargo at a specified freight rate per ton or occasionally alump sum amount. Under a voyage charter agreement, the charter party generally has a minimum amount of cargo and the charterer is liable for any short loading of cargo or“dead” freight. A minor part of the Company’s revenues is also generated from pool arrangements, according to which the amount allocated to each pool participant vessel,including the Company’s vessels, is determined in accordance with an agreed-upon formula, which is determined by points awarded to each vessel in the pool (based on thevessel’s age, design, consumption and other performance characteristics) as well as the time each vessel has spent in the pool. For those vessels that operated under the poolarrangements during the years ended December 31, 2020, 2021 and 2022 the Company considers itself the principal, primarily because of its control over the service to betransferred for the charterer under those charterparties and therefore related revenues and expenses are presented gross.The Company determined that its time charter agreements are considered operating leases and therefore fall under the scope of ASC 842 Leases (“ASC 842”) because, (a) thevessel is an identifiable asset, (b) the Company does not have substitution rights and (c) the charterer has the right to control the use of the vessel during the term of thecontract and derives economic benefits from such use. The duration of the contracts that the Company enters into depends on the market conditions, with the durationdecreasing during weak market conditions. During 2021 and 2022 the majority of the Company’s time charter contracts did not exceed the period of 12 months, includingoptional extension periods. Time charter revenues are recognized on a straight-line basis over the term of the respective time charter agreement for which the performanceobligations are satisfied beginning when the vessel is delivered to the charterer until it is redelivered back to the Company. Time charter agreements may include ballast bonuspayments made by the charterer which serve as compensation for the ballast trip of the vessel to the delivery port, which are deferred and also recognized on a straight linebasis over the charter period. Time charter agreements may also include variable consideration that is not dependent on an index or a rate, such as additional revenue earnedfrom charterers of scrubber-fitted vessels due to the fuel cost savings that these vessels provide, which is recognized as revenue in the period in which the respective bunkerquantity is actually consumed. The amount invoiced to charterers in connection with the additional revenue for scrubber-fitted vessels under time-charter contracts was$26,758, $47,824 and $99,104 for the years ended December 31, 2020, 2021 and 2022, respectively and did not include the fuel cost savings gained from the scrubber-fittedvessels which were employed under voyage charter agreements.During the time charter agreements the Company is responsible for operating and maintaining the vessel and such costs are included in Vessel operating expenses in theconsolidated statements of operations. The time charter hire rate received includes compensation for these costs, such as crewing expenses, repairs and maintenance andinsurance. The Company, making use of the practical expedient for lessors, has elected not to separate the lease and non-lease components included in the time charterrevenue but rather to recognize lease revenue as a combined single lease component for all time charter contracts as the related lease component and non-lease componenthave the same timing and pattern of transfer (i.e., both the lease and non-lease components are earned with the passage of time) and the predominant component is the lease.Under time charter agreements, voyage costs, such as fuel and port charges are borne and paid by the charterer. Time charter revenue is recognized when a charter agreementexists, the vessel is made available to the charterer and collection of the related revenue is reasonably assured.F-21 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2.Significant Accounting policies - (continued):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 useof 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 withcustomers”. 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 awritten 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 tobe 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 towhich 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 usually collected inadvance. 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 integratedtransportation service within a specified time period. In addition, the Company has concluded that a contract for a voyage charter meets the criteria to recognize revenue overtime because the charterer simultaneously receives and consumes the benefits of the Company’s performance as the Company performs. Therefore, since the Company’sperformance 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 theloading of cargo to its discharge.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 whenloading or discharging time exceeds the stipulated time in the voyage charter agreements. Demurrage income for the years ended December 31, 2020, 2021 and 2022 was notmaterial.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 fromthe later 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 tothe extent the Company, in its reasonable judgement, determines that they (i) are directly related to a contract, (ii) will be recoverable and (iii) enhance the Company’s resourcesby 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 deferredcosts”. These capitalized contract fulfilment costs are recorded under “Other current assets” and are amortized on a straight-line basis as the related performance obligationsare satisfied.u)              Fair value measurements: The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” that defines and provides guidance as to themeasurement of fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paidto 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 andthe 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 levelwithin the fair value hierarchy (Note 18).F-22 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant Accounting policies - (continued):v)                Earnings / (loss) per share: Basic earnings or loss per share is calculated by dividing net income or loss available to common shareholders by the weighted average numberof common shares outstanding during the period. Diluted earnings per share reflects the impact of restricted shares or stock options, if any, under the treasury stock methodunless their impact is anti-dilutive (Note 12).w)              Segment reporting: The Company reports financial information and evaluates its operations and operating results by total charter revenues and not by the type of vessel,length of vessel employment, customer or type of charter. As a result, management, including the Chief Executive Officer, who is the chief operating decision maker, reviewsoperating results solely by revenue per day and operating results of the fleet, and thus, the Company has determined that it operates under one reportable segment, that ofoperating dry bulk vessels. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide, subject to restrictions as per thecharter agreement, and, as a result, the disclosure of geographic information is impracticable. x)               Leases: The Company, as lessee, recognizes assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than 12 months.For lessees, leases are classified as either finance or operating, with classification affecting the pattern of expense recognition on the income statement. ASC 842 requireslessors to classify leases as a sales-type, direct financing, or operating leases. All leases that are not sales-type leases or direct financing leases (i.e that in effect neithertransfer control of the underlying asset to the lessee nor transfer substantially all of the risks and benefits of the underlying asset to the lessee) are operating leases. Refer toNote 2(t) for the lease arrangements with the Company acting as lessor.F-23 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant Accounting policies - (continued):The following are types of contracts with the Company acting as lessee: A)Time charter-in agreements that the Company from time to time enters into for third-party vessels to increase its operating capacity in order to satisfy its clients’ needswhich have been determined to be operating leases. The duration of these contracts may vary with vast majority not exceeding 12 months. The assets and liabilitiesrecognized in respect of the time charter –in agreements with an initial term exceeding 12 months that correspond to the underlying rights and obligations are presentedwithin “Operating leases, right-of-use assets” and “Operating lease liabilities”, respectively, in the consolidated balance sheets.. The Company has elected to use thepractical expedient of ASC 842 that allows for time charter-in contracts with an initial term of 12 months or less to be excluded from the operating lease right-of use assetsand the corresponding lease liabilities recognition on the consolidated balance sheet. Further, the Company has also elected the practical expedient to combine lease andnon-lease component. The Company continues to recognize the lease payments for all charter-in operating leases under Charter-in hire expenses in the consolidatedstatements of operations on a straight-line basis over the lease term. Revenues generated from those charter-in vessels are included in Voyage revenues in the consolidatedstatements of operations (Note 6). B)Sale and lease back transactions which involve a purchase obligation (or a purchase option that is reasonably certain, at inception, that will be exercised) and are thereforetreated as a failed sale or merely a financing arrangement, and therefore are not within the scope of sale and leaseback accounting under ASC 842. In such cases theCompany does not derecognize the corresponding leased vessels and continues to present these at their net book values within “Vessels and other fixed assets, net” on itsconsolidated balance sheets, while the financing liability is presented in “Lease financing” in the Company’s consolidated balance sheets. Depreciation attributable to thevessels that are subject to financing under sale and lease back transactions is included within “Depreciation” in the consolidated statements of operations while thecorresponding interest expense on the lease financing arrangement is included within “Interest and finance costs” in the consolidated statements of operations. All of theCompany’s lease financing agreements as of December 31, 2021 and 2022 were of this type. Please refer to Note 7 for the description of the nature of these lease financingagreements, general terms, covenants included, any variable payments, if any, as well as the purchase options and/or obligations they provide for. F-24 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant Accounting policies - (continued):C)Other long term bareboat charter-in agreements that the Company from time to time may enter into which meet the transfer of ownership criterion under ASC 842 (eitherinvolve a purchase obligation or a purchase option that is reasonably certain, at inception, that will be exercised) and are therefore classified as finance leases. In suchcases the Company recognizes a right-of-use asset for each bareboat charter-in vessel reflected within “Vessels and other fixed assets, net” and a corresponding leaseliability being reflected within “Lease financing”. The amortization of the right-of-use asset attributable to this type of lease arrangements is included within “Depreciation”in the consolidated statement of operations while the corresponding interest expense on the lease financing is included within “Interest and finance costs” in theconsolidated statement of operations. None of the Company’s bareboat charter-in agreements were of this type as of December 31, 2021 and 2022. D)Office rental arrangements that the Company enters into, which it has determined to be operating leases. The office spaces that the Company leases are mostly located inGreece, Cyprus and Singapore. Payments under these arrangements are fixed with no variable payments. The assets and liabilities recognized in respect of theseagreements that correspond to the underlying rights and obligations are presented within “Operating leases, right-of-use assets” and “Operating lease liabilities” in theconsolidated balance sheets (Note 6). The lease expenses attributable to these leases are recognized on a straight line basis over the lease term and are recorded in “Generaland administrative expenses” in the consolidated statements of operations. F-25 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant Accounting policies - (continued): y)             Derivatives & Hedging:i) Interest rate swaps and foreign currency exchange rates swaps:The Company enters into derivative and from time to time into non-derivative financial instruments to manage risks related to fluctuations of interest rates (Note 18) and foreigncurrency exchange rates.All derivatives are recorded on the Company’s balance sheet as assets or liabilities and are measured at fair value. The valuation of interest rate swaps is based on Level 2observable inputs of the fair value hierarchy, such as interest rate curves. The changes in the fair value of derivatives not qualifying for hedge accounting are recognized inearnings. Cash inflows/outflows attributed to derivative instruments are reported within cash flows from operating activities in the consolidated statements of cash flows.For the purpose of hedge accounting, hedges are classified as:·fair value hedges, when hedging the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, which in each case isattributable to a particular risk, including foreign currency risk;·cash flow hedges, when hedging exposure to variability in cash flows that is either attributable to a particular risk associated with a recognized asset or liability or ahighly probable forecast transaction that could affect earnings; or·hedges of a net investment in a foreign operation. This type of hedge is not used by the Company. In case the instruments are eligible for hedge accounting, at the inception of a hedge relationship, the Company formally designates and documents the hedge relationship towhich the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification ofthe hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will assess the hedging instrument’s effectiveness inoffsetting exposure to changes in the hedged item’s cash flows or fair value attributable to the hedged risk. Such hedges are expected to be highly effective in achievingoffsetting changes in cash flows or fair value and are assessed at each reporting date to determine whether they actually have been highly effective throughout the financialreporting periods for which they were designated.Fair value hedgesA fair value hedge is a hedge of the exposure to changes in the fair value of a recognized asset or liability, or of an unrecognized firm commitment, which in each case isattributable to a particular risk.The change in the fair value of a hedging instrument is recognized in the consolidated statement of operations. The change in the fair value of the hedged item attributable tothe risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the consolidated statement of operations.For fair value hedges, in which a non-derivative is used as hedging instrument for foreign currency risk of unrecognized firm commitments, the hedging instrument is re-measured based on the movement in functional currency cash flows attributable to the change in spot exchange rates between the functional currency and the currency inwhich the non-derivative hedging instrument is denominated. An asset or liability is recorded for the unrecognized firm commitment, which equals the foreign exchange gain orloss that is recorded in earnings as a result of the hedge relationship. The resulting asset or liability will eventually be treated as part of the consideration when the firmcommitment is recognized. F-26 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant Accounting policies - (continued):Cash Flow hedgesA cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probableforecasted transaction that could affect earnings.For derivatives designated as cash flow hedges, the effective portion of the changes in their fair value is recorded in “Accumulated other comprehensive income / (loss)” and issubsequently recognized in earnings when the hedged items impact earnings, while the ineffective portion, if any, is recognized immediately in current period earnings under“Gain/(loss) on interest rate swaps, net” in the consolidated statements of operations (Note 18).Discontinuation of hedge relationshipsThe Company discontinues prospectively cash flow or fair value hedge accounting if the hedging instrument expires or is sold, terminated or exercised and it no longer meets allthe criteria for hedge accounting or if the Company de-designates the instrument as a cash flow or fair value hedge. As part of a cash flow hedge, at the time the hedgingrelationship is discontinued, any cumulative gain or loss on the hedging instrument recognized in equity remains in equity until the forecasted transaction occurs or until itbecomes probable of not occurring. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in earnings. If a hedgedtransaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is reclassified and recognized in earnings for the year. As part of a fair valuehedge, if the hedged item is derecognized, the unamortized fair value is recognized immediately in earnings.ii) Forward Freight Agreements and Bunker Swaps:In addition, when deemed appropriate from a risk management perspective, the Company takes positions in derivative instruments including forward freight agreements, orFFAs. Generally, FFAs and other derivative instruments may be used to hedge a vessel owner’s exposure to the charter market for a specified route and period of time. Uponsettlement, if the contracted charter rate is less than the average of the rates for the specified route and time period, as reported by an identified index, the seller of the FFA isrequired to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days inthe specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. The vastmajority of the FFAs are settled on a daily basis through reputable exchanges such as EEX or SGX. FFAs are intended to serve as an economic hedge for the Company’svessels that are being chartered in the spot market, effectively locking-in an approximate amount of revenue that the Company expects to receive from such vessels for therelevant periods. The Company measures the fair value of all open positions at each reporting date on this basis (Level 1). The Company’s FFAs do not qualify for hedgeaccounting and therefore gains or losses are recognized in the consolidated statements of operations under “(Gain)/Loss on forward freight agreements and bunker swaps, net”(Note 18).Also, when deemed appropriate from a risk management perspective, the Company enters into bunker swap contracts to manage its exposure to fluctuations of bunker pricesassociated with the consumption of bunkers by its vessels. Bunker swaps are agreements between two parties to exchange cash flows at a fixed price on bunkers, wherevolume, time period and price are agreed in advance. The Company’s bunker swaps are settled through reputable clearing houses, such as ICE. The Company measures the fairvalue of all open positions at each reporting date which is the estimated amount that the Company would receive or pay to terminate the swaps at the reporting date (Level 1).The Company’s bunker swaps do not qualify for hedge accounting and bunker price differentials paid or received under the swap agreements are recognized in the consolidatedstatements of operations under “(Gain)/Loss on forward freight agreements and bunker swaps, net” (Note 18). F-27 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 2. Significant accounting policies – (continued): z)               Taxation: The Company follows the provisions of ASC 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxesby prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740-10 also provides guidance onde-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.aa)             Offering costs: Expenses directly attributable to an equity offering are deferred and are either presented against paid-in capital when the offering is completed or are written-offand charged to earnings when it is probable that the offering will be aborted.ab)             Share repurchases: The Company records the repurchase of its common shares at cost. Until their retirement these common shares are classified as treasury stock, which is areduction to shareholders’ equity. Treasury shares are included in authorized and issued shares but excluded from outstanding shares.Recent accounting pronouncements – not yet adoptedIn 2020, the Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidancein Topic 848 is to provide temporary relief during the transition period. The Board included a sunset provision within Topic 848 based on expectations of when the London InterbankOffered Rate (LIBOR) would cease being published. At the time that Update 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would nolonger be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022—12 months after theexpected cessation date of all currencies and tenors of LIBOR. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors ofUSD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Because the current relief in Topic 848 may not cover a period of time during which asignificant number of modifications may take place, the amendments in this Update defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entitieswill no longer be permitted to apply the relief in Topic 848. The date of adoption of this optional guidance and the effect on its consolidated financial statements and accompanyingnotes is currently under evaluation by the Company. In addition, in January 2021, the FASB issued another ASU (ASU No. 2021-01) with respect to the Reference Rate Reform (Topic848). The amendments in this Update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that areaffected by the discounting transition. F-28 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 3. Transactions with Related Parties:Transactions and balances with related parties are analyzed as follows:Balance Sheet December 31,2021 December 31,2022Due from related parties Oceanbulk Maritime and its affiliates (d)$133 $287Interchart (a) 3 3AOM (j) 52 -Starocean (i) 34 34Product Shipping & Trading S.A. 20 -Due from related parties$242 $324 Due to related parties Combine Marine Ltd. (c )$18 $-Management and Directors Fees (b) 159 114Augustea Technoservices Ltd. and affiliates (f) 877 -Iblea Ship Management Limited (g) 372 1,387Due to related parties$1,426 $1,501 Statements of Operations Years ended December 31, 2020 2021 2022 Voyage expenses: Voyage expenses-Interchart (a) $ (3,780) $ (3,870) $ (4,140) Voyage expenses- Augustea Technoservices Ltd. and affiliates (f) (95) - - General and administrative expenses: Consultancy fees (b) $ (598) $ (535) $ (543) Directors compensation (b) (179) (183) (185) Office rent - Combine Marine Ltd. & Alma Properties (c ) (40) (41) (37) General and administrative expenses - Oceanbulk Maritime and its affiliates (d) (268) (252) (179) Management fees: Management fees- Augustea Technoservices Ltd. and affiliates (f) $ (6,588) $ (6,472) $ (1,250) Management fees- Iblea Ship Management Limited (g) - (79) (3,264) Charter-in hire expenses: Charter - in hire expenses - AOM (j) $ (5,442) $ (4,069) $ - Charter - in hire expenses - Sydelle (h) (540) - - Charter - in hire expenses - Coromel (k) (249) - - F-29 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 3. Transactions with Related Parties – (continued):a)Interchart Shipping Inc. (or “Interchart”): The Company holds 33% of the total outstanding common shares of Interchart. The ownership interest was purchased in 2014 from anentity affiliated with family members of Company’s Chief Executive Officer. This investment is accounted for as an equity method investment and is presented within “Long terminvestment” in the consolidated balance sheets. The Company has entered into a services agreement with Interchart for chartering, brokering and commercial services for all of theCompany’s vessels which from August 1, 2019 until October 1, 2021 provided for a monthly fee of $315 ($325 monthly fee for the remaining period in 2019) and then amended toincrease the monthly fee to $345 until December 31, 2022.b)Management and Directors Fees: As of December 31, 2022, the Company was party to consulting agreements with companies owned and controlled by each one of its ChiefOperating Officer and Co-Chief Financial Officers. Pursuant to the corresponding agreements, the Company is required to pay an aggregate base fee of $541 per year. Additionallypursuant to these agreements, these entities are entitled to receive an annual discretionary bonus, as determined by the Company’s Board of Directors in its sole discretion. Inaddition, non-employee directors of the Board of Directors receive an annual cash retainer of $15, each, the chairman of the audit committee receives a fee of $15 per year and each ofthe audit committee members receives a fee of $7.5. Lastly, each chairman of the other standing committees receives an additional $5 per year while each director is reimbursed forout-of-pocket expenses in connection with attending meetings of the board of directors or committees.c)Office rent: On January 1, 2012, Starbulk S.A. entered into a lease agreement for office space with Combine Marine Ltd., a company controlled by Mrs. Milena - Maria Pappas andby Mr. Alexandros Pappas, both of whom are children of the Company’s Chief Executive Officer. The lease agreement provides for a monthly rental of €2,500 (approximately $2.7,using the exchange rate as of December 31, 2022, which was $1.07 per euro). Unless terminated by either party, the agreement will expire in January 2024. In addition, on December 21,2016, Starbulk S.A., entered into a lease agreement for office space with Alma Properties, a company controlled by Mrs. Milena - Maria Pappas. The lease agreement provides for amonthly rental of €300 (approximately $0.3, using the exchange rate as of December 31, 2022, which was $1.07 per euro).d)Oceanbulk Maritime S.A. (or “Oceanbulk Maritime”): Oceanbulk Maritime is a ship management company controlled by Mrs. Milena-Maria Pappas. A company affiliated toOceanbulk Maritime provides the Company certain financial corporate development services.e)Oaktree Shareholder Agreement: On July 11, 2014, the Company and Oaktree Dry Bulk Holding LLC (including affiliated funds, “Oaktree”), one of the Company’s majorshareholders, entered into a shareholders agreement (the “Oaktree Shareholders Agreement”). Under the Oaktree Shareholders Agreement, Oaktree has the right to nominate four ofthe Company’s nine directors so long as it beneficially owns 40% or more of the Company’s outstanding voting securities. The number of directors able to be designated by Oaktreeis reduced to three directors if Oaktree beneficially owns 25% or more but less than 40% of the Company’s outstanding voting securities, to two directors if Oaktree beneficiallyowns 15% or more but less than 25%, and to one director if Oaktree beneficially owns 5% or more but less than 15%. Oaktree’s designation rights terminate if it beneficially ownsless than 5% of the Company’s outstanding voting securities.The three directors currently designated by Oaktree are Messrs. Laibow and Lau and Mrs. Ralph. Under the Oaktree Shareholders Agreement, with certain limited exceptions,Oaktree effectively cannot vote more than 33% of the Company’s outstanding common shares (subject to adjustment under certain circumstances).f)Augustea Technoservices Ltd. and affiliates: Following the completion of the acquisition of 16 operating dry bulk vessels (the “Augustea Vessels”) from entities affiliated withAugustea Atlantica SpA and York Capital Management in an all-share transaction (the “Augustea Vessel Purchase Transaction”) on August 3, 2018, the Company appointedAugustea Technoservices Ltd., an entity affiliated with certain of the sellers of the corresponding transaction and specifically with one of the Company’s directors, Mr. Zagari, asthe technical manager of certain of its vessels. Up until June 2022, the respective management agreements were progressively terminated for all the vessels managed previously byAugustea Technoservices Ltd. F-30 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 3. Transactions with Related Parties - (continued):g)Iblea Ship Management Limited: In 2021 the Company appointed Iblea Ship Management Limited, an entity affiliated with one of the Company’s directors, Mr. Zagari, to providecertain management services to certain vessels, which previously were managed by Augustea Technoservices Ltd. During 2022 the management of certain vessels previouslymanaged by Iblea Shipmanagement Limited was changed from third party to in-house.h)Sydelle Marine Limited (or “Sydelle”) – Charter in Agreement: During 2020, the Company entered into certain freight agreements with Sydelle, a company controlled by membersof the family of the Company’s Chief Executive Officer, to charter-in its vessel. i)StarOcean Manning Philippines Inc. (or “Starocean”): The Company has 25% ownership interest in Starocean, a company that is incorporated and registered with the PhilippineSecurities and Exchange Commission, which provides crewing agency services. The remaining 75% interest is held by local entrepreneurs. This investment is accounted for as anequity method investment and is presented within “Long term investment” in the consolidated balance sheets.j)Augustea Oceanbulk Maritime Malta Ltd (or “AOM”): On September 24, 2019, the Company chartered-in the vessel AOM Marta, which is owned by AOM, an entity affiliated withAugustea Atlantica SpA and certain members of the Company’s Board of Directors. The agreed rate for chartering-in AOM Marta was index-linked, and she was redelivered to herowners on June 8, 2021.k)Coromel Maritime Limited (or “Coromel”): During 2020, the Company entered into certain freight agreements with ship-owning company Coromel to charter-in its vessel. Coromelis controlled by family members of the Company’s Chief Executive Officer.l)Short Pool: During the second quarter of 2020, the Company together with Golden Ocean Group, Bocimar International NV and Oceanbulk International S.A (collectively the “ShortPool Members”) have agreed to enter into Contracts of Affreightment (“COAs”) with major miners and commodity traders to transport dry bulk commodities at fixed freight rates(the “Short Pool”). The Short Pool Members may use their own vessels or charter-in from the market to perform the COAs. The Company no longer engages its vessels under thisarrangement since 2021.m)Piraeus Bank S.A. (“Piraeus Bank”): On July 3, 2020, the Company entered into a loan agreement with Piraeus Bank for a loan of up to $50,350. In addition, during 2020 theCompany entered into an interest rate swap agreement with Piraeus Bank (Note 18). Both the loan agreement and the interest swap agreement with Piraeus Bank were earlyterminated in September 2021. One of the Company’s independent members of the board of directors at that time was serving as executive member of Piraeus Bank. This director wasnot involved in the Company’s decisions with regards to the aforementioned loan and swap agreements.n)Capesize Chartering Ltd. (or “CCL Pool”): On December 30, 2020 a funding of $125 that the Company had provided to Capesize Chartering Ltd, or CCL Pool, was converted toequity with the Company holding 25% ownership interest of CCL Pool, which after the exit of one of the other three shareholders as of December 31, 2021 was increased to 33%. Theparticipation to CCL is accounted for as an equity method investment. The Company's initial investment of $125 in CCL Pool is presented within “Long-term investment” in theconsolidated balance sheets. The Company’s subsequent share of results of CCL Pool was insignificant for the years ended December 31, 2020, 2021 and 2022. F-31 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated)4. Inventories:The amounts shown in the consolidated balance sheets are analyzed as follows: December 31,2021 December 31,2022 Lubricants $ 12,522 $ 15,863 Bunkers 62,555 51,299 Total $ 75,077 $ 67,162 5. Vessels and other fixed assets, net:The amounts in the consolidated balance sheets are analyzed as follows: Cost Accumulateddepreciation Net Book Value Balance, December 31, 2020 $3,529,881 $(652,762) $2,877,119 - Acquisition of other fixed assets, vessel improvements and other vessel costs 288,559 - 288,559 - Depreciation for the period - (152,640) (152,640) Balance, December 31, 2021 $3,818,440 $(805,402) $3,013,038 - Acquisition of other fixed assets, vessel improvements and other vessel costs 25,246 - 25,246 - Depreciation for the period - (156,733) (156,733) Balance, December 31, 2022 $3,843,686 $(962,135) $2,881,551 As of December 31, 2022, 88 of the Company’s 101 vessels, having a net carrying value of $2,282,431, were subject to first-priority mortgages as collateral to their loan facilities (Note 8).Title of ownership is held by the relevant lenders for another 12 vessels with a carrying value of $345,432 to secure the relevant sale and lease back financing transactions (Note 7). Inaddition, certain of the Company’s vessels having a net carrying value of $360,397 are subject to second-priority mortgages as collateral to certain of the Company’s loan facilities (Note8).F-32 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 5. Vessels and other fixed assets, net - (continued):Vessels acquired/delivered during the year ended December 31, 2021 and 2022:On December 17, 2020, the Company entered into a definitive agreement with entities affiliated with E.R. Capital Holding GmbH & Cie. KG, pursuant to which the Company agreed toacquire three Capesize drybulk vessels, Star Marilena, Star Bueno and Star Borneo, (“E.R. Acquisition Vessels”). The E.R. Acquisition Vessels are retrofitted with exhaust gas cleaningsystems. The acquisition was concluded with the delivery of the vessels to the Company on January 26, 2021. Consideration for the acquisition was payable in the form of $39,000 incash and 2,100,000 of the Company’s common shares, which shares were issued on January 26, 2021 to E.R. Schiffahrt GmbH & Cie. KG. The cash consideration was financed throughproceeds received from the loan agreement that the Company entered into with SEB $39,000 Facility (Note 8). On February 2, 2021, the Company entered into an agreement with Eneti Inc. (NYSE: NETI), formerly known as Scorpio Bulkers Inc., and certain other parties to acquire seven vessels,consisting of three Ultramax vessels, Star Athena , Star Bovarius and Star Subaru, and four Kamsarmax vessels, Star Capoeira, Star Carioca, Star Lambada and Star Macarena,(the “Eneti Acquisition Vessels”) by assuming the outstanding lease obligations of the Eneti Acquisition Vessels (Note 7). As consideration for this transaction the Company agreed toissue to Eneti Inc. 3,000,000 newly issued common shares of the Company. To facilitate the issuance of these common shares, the Company issued to Eneti Inc. a warrant to purchase upto 3,000,000 of the Company’s common shares (the “Eneti Warrant”). The Eneti Warrant was issued on February 2, 2021 and, subject to its terms and conditions, was agreed to beexercised at an exercise price of $0.01 per share in connection with the delivery date of each of the Eneti Acquisition Vessels. Six out of seven vessels were delivered to the Companyon March 16, 2021 on which date the warrant was partially exercised with the Company issuing 2,649,203 of its common shares and assuming the outstanding lease obligationsattributable to these six vessels (Note 7). The seventh and final vessel, the Star Athena , was delivered to the Company on May 19, 2021, upon which the remaining 350,797 commonshares were issued and the Company assumed the vessel’s then outstanding lease obligations (Note 7).Lastly, on March 3, 2021 the Company entered into a definitive agreement with a third party to acquire two eco type resale 82,000 dwt Kamsarmax vessels (the “Kamsarmax ResaleVessels”) at a price of $55,000 in aggregate. On May 25, 2021 and June 16, 2021, the Star Elizabeth and the Star Pavlina, respectively, the two Kamsarmax Resale Vessels, were deliveredto the Company directly from YAMIC yard (a joint venture between Mitsui and New Yangzijiang). No vessel acquisitions or disposals took place during the year ended December 31, 2022. The amounts reported under “Acquisition of other fixed assets, vessel improvements and othervessel costs” in the table above which were incurred during the year ended December 31, 2022 were made mainly in connection with the Company’s continued technical upgrades to itsfleet, such as the installation of ballast water management systems (“BWTS”) and Energy Saving Devices (“ESD”).Impairment AnalysisIn light of the economic downturn and the prevailing conditions in the shipping industry, as of December 31, 2020, 2021 and 2022, as part of the Company’s annual impairment analysis,the Company examined its operating vessels whose carrying value was above its market value. These analyses did not result in any impairment charges for the years 2020, 2021 and 2022.F-33 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 6. Operating leases:a) Time charter-in vessel agreementsThe carrying value of the assets and liabilities recognized in connection with the time charter-in vessel arrangements as of December 31, 2021 and 2022 amounted to $47,704 and $37,191,respectively. The weighted average discount rate that was used for the recognition of these leases, which is the estimated annual incremental borrowing rate for this type of asset, isapproximately 3%. The payments required to be made after December 31, 2022, for the outstanding operating lease liabilities of the time charter-in vessel agreements with an initial termexceeding 12 months, recognized on the balance sheet, are as follows: Twelve month periods ending AmountDecember 31, 2023$ 10,769December 31, 2024 5,917December 31, 2025 6,242December 31, 2026 5,900December 31, 2027 6,242December 31, 2028 and thereafter 5,763Total undiscounted lease payments$ 40,833Discount based on incremental borrowing rate (3,642)Present value of lease liability 37,191 The weighted average remaining lease term of these charter-in vessels arrangements as of December 31, 2022 is 5.35 years. b) Office rental arrangementsThe carrying value of the assets and liabilities recognized in connection with the office rental arrangements as of December 31, 2021 and 2022 amounted to $552 and $427, respectively.The weighted average discount rate that was used for the recognition of these leases, which is the estimated annual incremental borrowing rate for this type of assets, is approximately4.8%. The payments required to be made after December 31, 2022, for the outstanding operating lease liabilities recognized on the balance sheet in connection with the Company’s officerental arrangements, are as follows:Twelve month periods ending AmountDecember 31, 2023$ 309December 31, 2024 119December 31, 2025 -December 31, 2026 -December 31, 2027 -December 31, 2028 and thereafter -Total undiscounted lease payments$ 428Discount based on incremental borrowing rate (1)Present value of lease liability 427 The weighted average remaining lease term of these office rent arrangements as of December 31, 2022 is 1.49 years.The lease expenses for the office rental arrangements of the Company’s for the years ended December 31, 2020, 2021 and 2022, were $461, $501 and $503 respectively. F-34 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 7. Lease financing:Financing through bareboat leases:During 2021, on the delivery date of each Eneti Acquisition Vessel to the Company (Note 5), a tripartite novation agreement between China Merchants Bank Leasing (“CMBL”), EnetiInc. and the Company was executed, which resulted in an increase of the Company’s lease financing obligations by $96,101, taking into account an amount of $500 per vessel that waspaid by the Company to the lessors as security for its obligations which amount will progressively be released until May 2025. In May 2022, the outstanding amounts under therespective lease agreements, were repaid, using part of the funds received under the ING $310,600 Facility (Note 8).On August 27, 2020, the Company entered into sale and leaseback agreements with CMBL for the vessels Laura, Idee Fixe, Roberta, Kaley, Diva, Star Sirius and Star Vega. On August28 and August 31, 2020, the Company received an aggregate amount of $82,764, in connection with the finalization of the sale and leaseback transactions of the aforementioned vessels,except for the vessel Diva, which transaction was finalized on November 17, 2020 and in connection with which the Company received an additional amount of $7,236. In June 2022, theoutstanding amounts under the lease agreements for the five vessels, were repaid, using the funds received under the Citi $100,000 Facility and for one vessel using part of the ING$310,600 Facility (Note 8).On September 3, 2020, the Company entered into an agreement to sell Star Lutas to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter for the vessel.Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate monthly plus interest, and the Company has an option to purchase the vessel startingon the third anniversary of the vessel’s delivery to the Company at a pre-determined, amortizing purchase price. The Company also has an obligation to purchase the vessel at theexpiration of the bareboat term at a purchase price of $7,441. The amount of $16,000 received under the agreement on September 18, 2020, was used to pay the vessel’s remaining amountunder the then existing loan agreement.On September 21, 2020, the Company entered into sale and leaseback agreements with SPDB Financial Leasing Co. Ltd for the vessels Mackenzie, Kennadi, Honey Badger, Wolverineand Star Antares. In September 2020, an aggregate amount of $76,500 was received pursuant to the five sale and leaseback agreements, which was used to pay the remaining amountunder the then existing loan agreement. The lease terms are for eight years and pursuant to the terms of each bareboat charter, the Company pays a fixed bareboat charter hire rate inquarterly installments plus interest and has options to purchase each vessel starting on the third anniversary of such vessel’s delivery to the Company, at a pre-determined, amortizingpurchase price while it has an obligation to purchase each vessel at the expiration of the bareboat term at a purchase price ranging from $7,776 to $7,916.On September 25, 2020, the Company entered into sale and leaseback agreements with ICBC Financial Leasing Co., Ltd. (the “ICBC”) for the vessels Gargantua, Goliath and Maharaj.An aggregate amount of $93,150 was received on September 29, 2020, pursuant to the three sale and leaseback agreements, which was used to pay the remaining amount under the thenexisting loan agreement. The lease terms are for 10 years and pursuant to the terms of each bareboat charter, the Company pays a fixed bareboat charter hire rate in quarterly installmentsplus interest and has options to purchase each vessel starting on the third anniversary of such vessel’s delivery to the Company, at a pre-determined, amortizing purchase price while ithas an obligation to purchase each vessel at the expiration of the bareboat term at a purchase price of $14,000.F-35 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 7.Lease financing-(continued):Financing through bareboat leases-(continued):On March 29, 2019, the Company entered into an agreement to sell Star Pisces to SK Shipholding S.A. and simultaneously entered into a seven-year bareboat charter for the vessel.Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate monthly plus interest, and the Company has an option to purchase the vessel startingon the third anniversary of the vessel’s delivery to the Company at a pre-determined, amortizing purchase price. The Company also has an obligation to purchase the vessel at theexpiration of the bareboat term at a purchase price of $7,628. The amount of $19,125 provided under the agreement which was concluded in April 2019, was used to pay the remainingamount under the then existing loan agreement.On May 22, 2019, the Company entered into an agreement to sell Star Libra to Ocean Trust Co. Ltd. and simultaneously entered into a seven-year bareboat charter for the vessel. Theamount of $33,950 provided under the agreement which was concluded in July 2019, was used to pay the remaining amount under the then existing lease agreement for Star Libra. InOctober 2022, the outstanding amount under the lease agreement was repaid, using the funds received under the CTBC $25,000 Facility (Note 8).On July 10, 2019, the Company entered into an agreement to sell Star Challenger to Kyowa Sansho Co. Ltd. and simultaneously entered into an eleven-year bareboat charter partycontract for the vessel. Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate monthly plus a variable amount and the Company has anoption to purchase the vessel starting on the third anniversary of vessel’s delivery to the Company at a pre-determined, amortizing purchase price. The Company also has an obligationto purchase the vessel at the expiration of the bareboat term. The amount of $15,000 provided under the agreement was used to pay the remaining amount under the then existing loanagreement.In order to finance the cash portion of the consideration for the acquisition of 11 vessels from Delphin Shipping LLC, in July 2019, the Company entered, for each of the subject vessels,into an agreement to sell each such vessel and simultaneously entered into a seven-year bareboat charter party contract with affiliates of CMBL for each vessel upon its delivery fromDelphin. CMBL agreed to provide an aggregate finance amount of $91,431. In addition, CMBL provided an additional aggregate amount of $15,000, under the aforementioned bareboatcharters which was received during the year 2020 and used to finance the acquisition and installation of scrubber equipment for the respective vessels. In December 2021, theoutstanding amounts of $19,222 for three out of the 11 vessels were repaid and in August 2022 the Company repaid in full the remaining outstanding amount of the then existing leaseagreements using part of funds received under the Citi $100,000 Facility (Note 8).In December 2018, the Company sold and simultaneously entered into a bareboat charter party contract with an affiliate of Kyowa Sansho to bareboat charter the vessel Star Fighter forten years. Pursuant to the terms of the bareboat charter, the Company pays a daily bareboat charter hire rate payable monthly plus a variable amount. Under the terms of the bareboatcharter, the Company has an option to purchase the vessel starting on the third anniversary of the vessel’s delivery to the Company at a pre-determined, amortizing purchase price, whileit has an obligation to purchase the vessel at the expiration of the bareboat term at a purchase price of $2,450. The amount of $16,125 provided under the respective agreement was usedto pay the remaining amount under the then existing loan agreement.Some of the Company’s bareboat lease agreements contain financial covenants similar to those included in the Company’s credit facilities described in detail in Note 8 below.F-36 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 7. Lease financing – (continued):All of the Company’s lease financing agreements, described above, contain purchase options during their terms, at pre-determined amortizing purchase prices, and/or purchaseobligations at the expiration of their terms, at fixed prices, which, at the time of recognition were considered to be at significantly lower levels compared to the expected fair value of eachvessel at that time. Based on applicable accounting guidance, such transactions are accounted for as financing arrangements and accordingly the Company presents the correspondingleased vessels at their net book values on its consolidated balance sheets in “Vessels and other fixed assets, net”, while the financing liability is presented in “Lease financing” in theCompany’s consolidated balance sheets. The corresponding interest expense of the Company’s bareboat lease financing activities is included within “Interest and finance costs” in theconsolidated statements of operations (Note 8).The principal payments required to be made after December 31, 2022, for the outstanding bareboat lease obligations recognized on the balance sheet as described above, are as follows:Twelve month periods ending AmountDecember 31, 2023 $15,361December 31, 2024 15,361December 31, 2025 15,361December 31, 2026 21,757December 31, 2027 20,752December 31, 2028 and thereafter 104,688Total bareboat lease minimum payments $193,280Unamortized lease issuance costs (2,681)Total bareboat lease minimum payments, net $190,599Lease financing short term 15,361Lease financing long term, net of unamortized lease issuance costs 175,238F-37 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 8. Long-term bank loans:New Financing Activities during the year ended December 31, 2022 (i) Increased financing by $100,000 - ING $310,600 Facility:On June 28, 2022, the Company entered into a fourth amended and restated agreement relating to an original facility agreement with ING Bank N.V., London Branch (ING) datedSeptember 28, 2018 (the “ING $310,600 Facility”), in order to increase the financing by $100,000 and to include additional borrowers under the existing agreement. The additionalfinancing amount of $100,000 was available in nine tranches ranging from $9,895 to $12,368 and were drawn on June 30, 2022, in order to refinance the outstanding amounts under thelease agreements with CMBL of the Eneti Acquisition Vessels (Note 7) and the Star Vega (Note 7) and to refinance the outstanding loan amount under the HSBC 80,000 Facility of thevessel Madredeus. Each tranche is repayable in 20 equal quarterly principal payments ranging from $261 to $412 plus a balloon payment ranging from $1,649 to $6,746, due five yearsafter their drawdown. For details for other financing amounts which have also been drawn under the ING $310,600 Facility, refer below (Pre - Existing Loan Facilities (iii) ING $210,600Facility- increased financing by $100,000 - ING $310,600 Facility). (ii) Citi $100,000 Facility:On July 5, 2022, the Company entered into a loan agreement with Citibank N.A., London Branch (Citibank) (the “Citi $100,000 Facility”) for a loan of up to $100,000 in two tranches. Thefirst tranche of $48,341 was drawn on July 18, 2022 and used to replenish the funds used in June for the extinguishment of the outstanding amounts under the lease agreements withCMBL for the vessels Star Sirius, Laura, Idee Fixe, Kaley and Roberta (Note 7). The second tranche of $51,659 was drawn on August 29, 2022 in order to refinance the aggregateoutstanding amount under the lease agreements with CMBL of the vessels Star Apus, Star Cleo, Star Columba, Star Dorado, Star Hydrus, Star Pegasus and Star Pyxis (Note 7). Eachtranche is repayable in 20 equal quarterly principal payments of $1,257 and $1,343 and balloon payments of $23,203 and $24,796, respectively, payable together with the last installmentdue in July 2027. The Citi $100,000 Facility is secured by the 12 aforementioned vessels.(iii) SEB $42,000 Facility:On August 3, 2022, the Company entered into a loan agreement with Skandinaviska Enskilda Banken AB (SEB) (the “SEB $42,000 Facility”) for a loan of up to $42,000 in three tranches,which were drawn on the same date. The first two tranches of $12,800 and $13,500 were used to refinance the aggregate outstanding amount of $29,295 under the then existing loanfacility with HSBC France (the “HSBC 80,000 Facility”) and the third tranche of $15,700 was used to refinance the outstanding amount of $13,795 under the then existing loan facility witha wholly owned subsidiary of NTT Finance Corporation (the “NTT $17,600 Facility”). Each tranche is repayable in 20 equal quarterly principal payments ranging from $354 to $434 and aballoon payment ranging from $5,730 to $7,028, payable together with the last installment due in August 2027. The SEB $42,000 Facility is secured by the vessels Amami, Mercurial Virgoand Star Calypso.(iv) CTBC $25,000 Facility:On November 22, 2022, the Company entered into a loan agreement with CTBC Bank Co., Ltd (CTBC) (the “CTBC $25,000 Facility”), for an amount of up to $25,000. The amount of$25,000 was drawn on November 30, 2022 and used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Libra (Note 7). The facility isrepayable in 20 quarterly principal payments of $563 and a balloon payment of $13,750 payable simultaneously with the last quarterly installment, which is due in November 2027. TheCTBC $25,000 Facility is secured by the vessel Star Libra.(v) NTT $24,000 Facility:On December 8, 2022, the Company entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT $24,000 Facility”) for an amount of $24,000.The amount was drawn on December 16, 2022 and used to refinance the outstanding amount of the Star Virgo under the loan facility with Citibank (the “Citibank $62,600 Facility”). Thefacility is repayable in 20 quarterly principal payments of $600 and a balloon payment of $12,000, which is due in December 2027. The NTT $24,000 Facility is secured by the vessel StarVirgo.(vi) ABN AMRO $24,000 Facility:On December 19, 2022, the Company entered into a loan agreement with ABN AMRO Bank (ABN AMRO) (the “ABN AMRO $24,000 Facility”) for an amount of $24,000. The amountwas drawn on December 22, 2022 and used to refinance the outstanding amount under the loan facility with SEB of the vessel Star Sienna. The facility is repayable in 20 quarterlyprincipal payments of $500 and a balloon payment of $14,000 which is due in December 2027. The ABN AMRO $24,000 Facility is secured by the vessel Star Sienna.F-38 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 8. Long-term bank loans- (continued):New Financing Activities during the year ended December 31, 2022 – (continued) (vii) Standard Chartered $47,000 Facility:On December 29, 2022, the Company entered into a loan agreement with Standard Chartered Bank (the “Standard Chartered $47,000 Facility”) for an amount of $47,000. The facility isavailable in two tranches of $22,829 and $24,171 which were drawn in January 2023 and used to replenish the funds used in November for the extinguishment of the outstanding amountsof the vessels i) Star Marisa under the Citibank $62,600 Facility and ii) Star Laetitia under the loan facility with SEB, respectively. Each tranche is repayable in 20 equal consecutive,quarterly principal payments of $476 and $465, respectively and a balloon payment of $13,317 and $14,874, respectively, payable simultaneously with the last installments, which are duein December 2027. The Standard Chartered $47,000 Facility is secured by the two aforementioned vessels.Pre - Existing Loan Facilities(i) SEB $39,000 Facility:On January 22, 2021, the Company entered into a loan agreement with SEB, (the “SEB $39,000 Facility”), for the financing of an amount of $39,000. The amount was drawn on January 25,2021 and used to finance the cash consideration for the E.R. Acquisition Vessels (Note 5), which were delivered to the Company on January 26, 2021. The facility is repayable in 20 equalquarterly principal payments of $1,950 with the last installment due in January 2026. The SEB $39,000 Facility is secured by a first priority mortgage on the vessels Star Bueno, StarBorneo and Star Marilena. (ii) NBG $125,000 Facility:On June 24, 2021, the Company entered into an agreement with the National Bank of Greece for a term loan with one drawing in an amount of up to $125,000 (the “NBG $125,000 Facility”).On June 28, 2021, the amount of $125,000 was drawn under the NBG $125,000 Facility to refinance the outstanding amount under the then existing facility with DNB Bank ASA (DNB).The facility is repayable in 20 equal quarterly principal payments of $3,750 and a balloon payment of $50,000 payable together with the last installment due in June 2026. In September2022, an amount of $5,511 was prepaid in connection with the Strange Attractor, and the quarterly installments and the balloon payment amended to $3,585 and $46,969 respectively TheNBG $125,000 Facility is secured by first priority mortgages on vessels Big Bang, Big Fish, Pantagruel, Star Nasia, Star Danai, Star Renee, Star Markella, Star Laura, Star Moira,Star Jennifer, Star Mariella, Star Helena, Star Maria, Star Triumph, Star Angelina and Star Gwyneth. (iii) ING $210,600 Facility- increased financing by $100,000 - ING $310,600 Facility:Under the ING $310,600 Facility as last amended and restated on June 28, 2022, the following financing amounts have also been drawn: i) in October 2018, two tranches of $22,500 each,which are repayable in 28 equal consecutive quarterly installments of $469 and a balloon payment of $9,375 payable together with the last installment and were used to refinance theoutstanding amount under the then existing loan agreement of the vessels Peloreus and Leviathan, ii) in July 2019, two tranches of $1,400 each, which are repayable in 16 equalconsecutive quarterly installments of $88 each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Peloreus and Leviathan, iii) in March 2019and April 2019 two tranches of $32,100 and $17,400, respectively, which are repayable in 28 equal consecutive quarterly principal payments of $535 and $311, plus a balloon payment of$17,120 and $8,700 respectively, both due in seven years after the drawdown date, and were used to refinance the outstanding amounts under the then existing lease agreements of thevessels Star Magnanimus and Star Alessia, iv) in May 2019 and November 2019, two tranches of $1,400 each, which are repayable in 16 equal consecutive quarterly installments of $88each, and were used to finance the acquisition and installation of scrubber equipment for the vessels Star Magnanimus and Star Alessia, v) in July 2020, six tranches of a total amount of$70,000, which are repayable in 24 equal consecutive quarterly principal payments and were used to refinance all outstanding amounts under the then existing lease agreements withCMBL of the vessels Star Claudine, Star Ophelia, Star Lyra, Star Bianca, Star Flame and Star Mona, and vi) in August 2021, two tranches of $20,000 each, which are repayable in 20equal consecutive quarterly principal payments of $294 plus a balloon payment of $14,118 due five years after their drawdown and were used to finance part of the acquisition cost of thevessels Star Elizabeth and Star Pavlina. The ING $310,600 Facility is secured by the vessels Peloreus, Leviathan, Star Magnanimus, Star Alessia, Star Claudine, Star Ophelia, StarLyra, Star Bianca, Star Flame, Star Mona, Star Elizabeth, Star Pavlina, Madredeus, Star Vega, Star Capoeira, Star Carioca, Star Athena, Star Subaru, Star Bovarius, Star Lambadaand Star Macarena.F-39 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 8. Long-term bank loans- (continued):Pre - Existing Loan Facilities – (continued) (iv) DNB $107,500 Facility:On September 28, 2021, the Company entered into an agreement with the DNB for a term loan with one drawing in an amount of up to $107,500 (the “DNB $107,500 Facility”). OnSeptember 29, 2021, the maximum amount was drawn and used to refinance the aggregate outstanding amount of the financed vessels under the then existing facilities with (i) CreditAgricole Corporate and Investment Bank), (ii) Piraeus Bank and (iii) Bank of Tokyo. The facility is repayable in 20 equal quarterly principal payments of $3,707 and a balloon payment of$33,362 payable together with the last installment due in September 2026. The DNB $107,500 Facility is secured by first priority mortgages on the vessels Star Luna, Star Astrid, StarGenesis, Star Electra, Star Glory Star Monica, Star Borealis and Star Polaris. (v) ABN AMRO $97,150 Facility:On October 27, 2021, the Company entered into an agreement with the ABN AMRO, for a loan facility of up to $97,150 (the “ABN AMRO $97,150 Facility”). The amount of $97,150 wasdrawn on October 29, 2021 and was used to refinance the outstanding amount under the then existing facility with Citibank. The ABN AMRO $97,150 Facility was available in twotranches, one of $68,950 which is repayable in 20 equal quarterly principal payments of $2,250 and a balloon payment of $23,950 payable together with the last installment due in October2026 and one of $28,200 which is repayable in 12 equal quarterly principal payments of $2,350, maturing in October 2024. The ABN AMRO $97,150 Facility is secured by a first prioritymortgage on the vessels Star Pauline, Star Angie, Star Sophia, Star Georgia, Star Kamila, Star Nina, Star Eva, Star Paola, Star Aphrodite, Star Lydia and Star Nicole. (vi) Credit Agricole $62,000 Facility:On October 29, 2021, the Company entered into a loan agreement with Credit Agricole Corporate and Investment Bank (the “Credit Agricole $62,000 Facility”) for the financing of anaggregate amount of $62,000, to refinance the aggregate outstanding amount under the then existing loan agreements with Alpha Bank S.A. and BNP Paribas and to prepay an amount of$1,999 under the Atradius Facility (discussed below), in connection with the vessels Star Despoina and Star Piera. The amount of $62,000 was drawn on November 2, 2021, and isrepayable in 20 quarterly installments of which the first three will be of $3,000 and the following 17 of $2,600 and a balloon payment of $8,800, payable together with the last installmentdue in November 2026. The Credit Agricole $62,000 Facility is secured by the vessels Star Martha, Star Sky, Stardust, Star Despoina and Star Piera.F-40 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 8. Long-term bank loans- (continued):Pre - Existing Loan Facilities – (continued)vii) HSBC Working Capital Facility:On February 6, 2020, the Company entered into a loan agreement with HSBC France for a revolving facility of an amount of up to $30,000 (the “HSBC Working Capital Facility”), in orderto finance working capital requirements. Each advance provided under the HSBC Working Capital Facility was repayable within 90 days from its drawdown.The facility was subject to annual renewals from the lender with the last being effective until February 2022 and no further renewal took place. The whole amount was available to theCompany as of December 31, 2021, and therefore no outstanding balance has been included in the consolidated balance sheets in respect of this short term working capital facility. viii) DSF $55,000 FacilityOn March 26, 2020, the Company entered into a loan agreement with Danish Ship Finance A/S (the “DSF $55,000 Facility”) for the financing of an amount of up to $55,000. The facilitywas available in two tranches of $27,500 each, both of which were drawn on March 30, 2020 and used to refinance the outstanding amounts under the then existing lease agreements ofthe vessels Star Eleni and Star Leo. Each tranche is repayable in 10 consecutive, semi-annual principal payments of $1,058 and a balloon payment of $16,923 payable simultaneouslywith the last installment, which is due in April 2025. The DSF $55,000 Facility is secured by a first priority mortgage on the two vessels. In addition, in April 2020, the Company elected toexercise its option under the DSF $55,000 Facility to convert the floating part of the interest rate linked to US LIBOR, to a fixed rate of 0.581% per annum for a period of threeyears starting from July 1, 2020. ix) CEXIM $57,564 FacilityOn December 1, 2020, the Company entered into a loan agreement with China Export-Import Bank for an amount of $57,564 (the “CEXIM $57,564 Facility”) which was drawn in fourtranches in late December 2020 and used to refinance (i) the outstanding amount of the vessels Star Gina 2GR, Star Charis and Star Suzanna under the then existing facility with DNBand (ii) the outstanding amount under the lease agreement with CMBL of the vessel Star Wave. The first two tranches for Star Wave of $13,209 and for Star Gina 2GR of $26,175, arerepayable in 32 equal quarterly installments of $330 and $654 and a balloon payment of $2,642 and $5,235, respectively, due in December 2028. The remaining two tranches of $9,090 each,for Star Charis and Star Suzanna, are repayable in 32 equal quarterly installments. The facility matures in December 2028 and is secured by first priority mortgages on the fouraforementioned vessels. x) E SUN Facility:On January 31, 2019, the Company entered into a loan agreement with E. SUN Commercial Bank, Hong Kong branch, (the “E.SUN Facility”), for the financing of an amount of $37,100,which was used to refinance the outstanding amount under the then existing lease agreement of the vessel Star Ariadne. On March 1, 2019, the Company drew the amount of $37,100,which is repayable in 20 consecutive, quarterly principal payments of $618, plus a balloon payment of $24,733 payable simultaneously with the last quarterly installment, which is due inMarch 2024. The E.SUN Facility is secured by a first priority mortgage on the vessel Star Ariadne. F-41 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 8. Long-term bank loans- (continued):Pre - Existing Loan Facilities – (continued) xi) Atradius Facility: On February 28, 2019, the Company entered into a loan agreement with ABN AMRO Bank N.V. (the “Atradius Facility”) for the financing of an amount of up to $36,645, which was usedto finance the acquisition and installation of scrubber equipment for 42 vessels. The financing is credit insured (85%) by Atradius Dutch State Business N.V. of the Netherlands (the“Atradius”). During 2019, three tranches of $33,311 in aggregate were drawn and the last tranche of $3,331 was drawn in January 2020. In September 2021, the Company prepaid anamount of $1,999, in connection with the vessels Star Despoina and Star Piera (described above) and the remaining six semi-annual installments were amended to $3,331, with the lastinstallment due in June 2024. The facility is secured by a second-priority mortgage on 18 vessels of the Company’s fleet.xii) CTBC Facility:On May 24, 2019, the Company entered into a loan agreement with CTBC, (the “CTBC Facility”), for an amount of $35,000, which was used to refinance the outstanding amount underthe then existing lease agreement of the vessel Star Karlie. The facility is repayable in 20 quarterly principal payments of $730 and a balloon payment of $20,400 payable simultaneouslywith the last quarterly installment, which is due in May 2024. The CTBC Facility is secured by first priority mortgage on the aforementioned vessel. xiii) NTT Facility:On July 31, 2019, the Company entered into a loan agreement with a wholly owned subsidiary of NTT Finance Corporation (the “NTT Facility”), for an amount of $17,500. The amountwas drawn in August 2019 and was used to refinance the outstanding amount of the vessel Star Aquarius under the then existing loan agreement. The facility is repayable in 27quarterly principal payments of $313 and a balloon payment of $9,063, which is due in August 2026. The NTT Facility is secured by first priority mortgage on the vessel Star Aquarius. xiv) CEXIM $106,470 Facility:On September 23, 2019, the Company entered into a loan agreement with China Export-Import Bank (the “CEXIM $106,470 Facility”) for an amount of $106,470, which was used torefinance the outstanding amounts under the then existing lease agreements of the vessels Katie K, Debbie H and Star Ayesha. The facility was available in three tranches of $35,490each, which were drawn in November 2019 and are repayable in 40 equal consecutive quarterly installments of $739 and a balloon payment of $5,915 payable together with the lastinstallment. The CEXIM $106,470 Facility is secured by first priority mortgages on the three aforementioned vessels. xv) ABN $115,000 Facility - ABN $67,897:On December 17, 2018, the Company entered into a loan agreement with ABN AMRO Bank (the “ABN $115,000 Facility”), for an amount of up to $115,000 available in four tranches. Thefirst and the second tranches of $69,525 and $7,900, respectively, were drawn on December 20, 2018. The first tranche was used to refinance the then existing indebtedness of the vesselsStar Virginia, Star Scarlett, Star Jeannette and Star Audrey and the second was used to partially finance the acquisition cost of Star Bright. The first and the second tranche arerepayable in 20 equal quarterly installments of $1,705 and $282 respectively, and balloon payments are due in December 2023 along with the last installment in an amount of $35,428 and$2,260, respectively. The remaining two tranches of $17,875 each, were drawn in January 2019 and were used to partially finance the acquisition cost of Star Marianne and Star Janni.Each of the third and the fourth tranche is repayable in 19 equal quarterly installments of $672 and balloon payment in December 2023 along with the last installment in an amount of$5,114. On August 4, 2022, the Company entered into an amended and restated agreement relating to ABN $115,000 Facility, (the “ABN $67,897 Facility”) which provides for a lowermargin above SOFR and an extension of the final repayment date from December 2023 to June 2027. The loan is secured by a first priority mortgage on the vessels Star Virginia, StarScarlett, Star Jeannette, Star Audrey, Star Bright, Star Marianne and Star Janni. The repayment schedule of the outstanding amounts under the four tranches was amended as follows:i) the first tranche is repayable in 20 quarterly installments, with variable payments of the first 13 installments of $1,705, the fourteenth installment of $2,218, the next five installments of$3,330 and the last installment of $4,626 due in June 2027, ii) the second tranche is repayable in 13 equal quarterly installments of $282 each and a last installment of $286 due in December2025 and iii) the third and the fourth tranches are repayable in 13 equal quarterly installments of $672 each, with the last two installments of $413 each both due in December 2025. F-42 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 8. Long-term bank loans - (continued):All of the Company’s aforementioned facilities are secured by a first-priority ship mortgage on the financed vessels under each facility (one of the facilities is secured by second-priorityship mortgage) and general and specific assignments and guaranteed by Star Bulk Carriers Corp.Credit Facilities Covenants:The Company’s outstanding credit facilities generally contain customary affirmative and negative covenants, on a subsidiary level, including limitations to:·pay dividends if there is an event of default under the Company’s credit facilities;·incur additional indebtedness, including the issuance of guarantees, refinance or prepay any indebtedness, unless certain conditions exist;·create liens on Company’s assets, unless otherwise permitted under Company’s credit facilities;·change the flag, class or management of Company’s vessels or terminate or materially amend the management agreement relating to each vessel;·acquire new or sell vessels, unless certain conditions exist;·merge or consolidate with, or transfer all or substantially all Company’s assets to, another person; or·enter into a new line of business. Furthermore, the Company’s credit facilities contain financial covenants requiring the Company to maintain various financial ratios, including among others: ·a minimum percentage of vessel value to secured loan amount (security cover ratio or “SCR”);·a maximum ratio of total liabilities to market value adjusted total assets;·a minimum liquidity; and·a minimum market value adjusted net worth. As of December 31, 2021 and 2022, the Company was required to maintain minimum liquidity, not legally restricted, of $64,000, respectively, which is included within “Cash and cashequivalents” in the consolidated balance sheets. In addition, as of December 31, 2021 and 2022, the Company was required to maintain minimum liquidity, legally restricted, of $22,986 and$16,590, respectively, which is included within “Restricted cash” current and non-current, in the consolidated balance sheets.As of December 31, 2022, the Company was in compliance with the applicable financial and other covenants contained in its bank loan agreements and lease financings described inNote 6.The weighted average interest rate (including the margin) related to the Company’s debt including lease financings (Note 7) , following a number of interest rates swaps the Companyhas entered into (Note 18), for the years ended December 31, 2020, 2021 and 2022 was 3.63%, 2.94% and 3.21%, respectively. The commitment fees incurred during the years endedDecember 31, 2020, 2021 and 2022, with regards to the Company’s unused amounts under its credit facilities were $65, $93 and $7, respectively. There was an amount of $47,000 undrawnunder the Standard Chartered $47,000 Facility (described above) as of December 31, 2022. The principal payments required to be made after December 31, 2022, are as follows:Twelve month periods ending Amount December 31, 2023$ 166,586December 31, 2024 204,023December 31, 2025 194,561December 31, 2026 289,216December 31, 2027 198,078December 31, 2028 and thereafter 51,130Total Long-term bank loans$ 1,103,594Unamortized loan issuance costs (9,013)Total Long-term bank loans, net$ 1,094,581Current portion of long-term bank loans 166,586Long-term bank loans, net of current portion and unamortized loan issuance costs 927,995 F-43 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 8. Long-term bank loans - (continued):All of the Company’s bank loans and applicable lease financings (Note 7) bear interest at LIBOR or SOFR plus a margin, except for DSF $55,000 Facility described above. The amounts of“Interest and finance costs” included in the consolidated statements of operations are analyzed as follows: Years ended December 31, 2020 2021 2022Interest on financing agreements$58,379 $ 45,453 $ 56,537Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and finance costs fromOther Comprehensive Income (Note 12) 848 2,351 (10,044)Amortization of debt (loan, lease & notes) issuance costs 7,815 6,511 4,918Other bank and finance charges 2,513 1,721 1,167Interest and finance costs$69,555 $ 56,036 $ 52,578 In connection with the prepayments described above and of lease financings, discussed in Note 7, following the sale of mortgaged vessels and the refinancing of certain credit facilities,during the years ended December 31, 2020, 2021 and 2022, $3,701, $3,612 and $2,192, respectively, of unamortized debt issuance costs were written off. In addition, during the years endedDecember 31, 2020, 2021 and 2022, $1,223, $388 and $3,218 of expenses were incurred in connection with the aforementioned prepayments. All aforementioned amounts are includedunder “Gain/(Loss) on debt extinguishment, net” in the consolidated statements of operations.Also during the year 2021, in connection with the prepayments made during 2021, the Company early terminated certain of its interest rate swaps and the Company received an amountof $307 in aggregate, representing the valuation of the interest rate swaps on the termination date. The respective amount is included under “Gain/(Loss) on debt extinguishment, net” inthe consolidated statement of operations for the year ended December 31, 2021. Lastly, upon the de-designation of a certain interest rate swap during the years 2021 and 2022, an amount of $436 and $9,474, respectively, representing the cumulative gain on thehedging instrument on the de-designation date, previously recognized in equity was written off, provided that the forecasted transactions associated with this hedge were no longerprobable since the corresponding loan was fully prepaid. Both aforementioned amounts are included under “Gain/(Loss) on debt extinguishment, net” in the consolidated statement ofoperations for the years ended December 31, 2021 and 2022. F-44 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 9. Preferred, Common Shares and Additional paid in capital:Preferred Shares: Star Bulk is authorized to issue up to 25,000,000 preferred shares, $0.01 par value with such designations, as voting, and other rights and preferences, as determinedby the Board of Directors. As of December 31, 2021 and 2022 the Company had not issued any preferred shares.Common Shares: As per the Company’s Amended and Restated Articles of Incorporation, Star Bulk is authorized to issue up to 300,000,000 registered common shares, par value $0.01per share.Each outstanding share of the Company’s common shares entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may beapplicable to any outstanding preferred shares, holders of common shares are entitled to ratably receive all dividends, if any, declared by the Company’s Board of Directors out of fundslegally available for dividends. Holders of common shares do not have conversion, redemption or preemptive rights to subscribe to any of the Company’s securities. All outstandingcommon shares are fully paid and non-assessable. The rights, preferences and privileges of holders of common shares are subject to the rights of the holders of any preferred shareswhich the Company may issue in the future.During the year ended December 31, 2020, the Company issued 1,073,490 shares to the Company’s directors and employees in connection with its equity incentive plans (Note 11). Inaddition, within 2020 the Company paid a cash dividend of $4,804 (or $0.05 per common share) for the fourth quarter of 2019, in line with the dividend policy established in November2019.On August 5, 2021, the Board of Directors authorized a share repurchase program of up to an aggregate of $50,000. The timing and amount of any repurchases will be in the solediscretion of the Company’s management team, and will depend on legal requirements, market conditions, share price, alternative uses of capital and other factors. The Company is notobligated under the terms of the program to repurchase any of its common shares. The repurchase program has no expiration date and may be suspended or terminated by the Companyat any time without prior notice. Common shares repurchased as part of this program will be cancelled by the Company. During the years ended December 31, 2021 and 2022, theCompany repurchased 466,268 shares and 790,011 shares, respectively, in open market transactions at an average price of $22.01 per share and $25.37 per share, respectively, for anaggregate consideration of $10,278 and $20,068, respectively. The repurchased shares were cancelled and have been removed from the Company’s share capital as of December 31, 2022.As further discussed in Note 5, during the year ended December 31, 2021 the Company issued 2,100,000 and 3,000,000 of its common shares in connection with the delivery of thethree E.R. Acquisition Vessels and the seven Eneti Acquisition Vessels, respectively. In addition, during the same period, the Company cancelled its 6,971 treasury shares.On June 24, 2021, OCM XL Holdings, L.P., a special purpose holding vehicle owned indirectly by certain funds and accounts managed by Oaktree Capital Management, L.P., theCompany’s largest shareholder, completed an underwritten secondary sale of 2,382,775 common shares of the Company at a price of $22.00 per share. The Company did not sell anycommon shares and did not receive any proceeds as a result of this secondary sale.F-45 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 9. Preferred, Common Shares and Additional paid in capital – (continued):On July 1, 2021, the Company entered into two “at the market” offering programs, one with Jefferies LLC (“Jefferies”) and one with Deutsche Bank Securities Inc. (“Deutsche Bank” andtogether with Jefferies, the “Sales Agents”). In accordance with the terms of each at-the-market sale agreement with Jefferies and Deutsche Bank, the Company may offer and sell anumber of its common shares, having an aggregate offering price of up to $75,000 at any time and from time to time through each of the Sales Agents, as agent or principal. The Companyintends to use the net proceeds from any sales under the two “at the market” offering programs for capital expenditures, working capital, debt repayment, funding for vessel and otherasset or share acquisitions or for other general corporate purposes, or a combination thereof. During the year ended December 31, 2022, the Company issued and sold 654,690 commonshares through the effective at-the-market offering programs which resulted in net proceeds of $19,792 (nil shares were issued and sold within year 2021).During the years ended December 31, 2021 and 2022, the Company issued 521,310 shares and 697,979 shares, respectively, to the Company’s directors and employees in connection withits equity incentive plans (Note 11).Pursuant to its existing dividend policy, the Company during the year ended December 31, 2021 declared a cash dividend of $230,473 (or $0.30, $0.70 & $1.25 per common share for thefirst, second and third quarters of 2021, respectively), out of which an amount of $233 remained outstanding as of December 31, 2021 and was settled within 2022. During the year endedDecember 31, 2022, the Company declared a cash dividend of $ 668,464 (or $ 2.00, $1.65, $1.65 & $1.20 per common share for the fourth quarter of 2021 and first, second and third quartersof 2022, respectively).10. Management fees:The Company has engaged Ship Procurement Services S.A. (“SPS”), a third party company, to provide to its fleet certain procurement services. In 2018, the Company had entered intomanagement agreements with Augustea Technoservices Ltd to provide technical management to certain of its vessels, all of which were gradually terminated by June 2022 (Note 3) whileduring 2021 the Company appointed Iblea Ship Management Limited to provide certain management services to certain vessels, which previously were managed by AugusteaTechnoservices Ltd (Note 3). In addition, the Company has also entered into management agreements with Equinox Maritime Ltd, Zeaborn GmbH & Co. KG and Technomar Shipping Incto provide certain management services to certain of its vessels. The management agreements with Technomar Shipping Inc were terminated in 2022. Total management fees under theaforementioned management agreements in effect for the years ended December 31, 2020, 2021 and 2022, were $18,405, $19,489 and $19,071, respectively, and are included in“Management fees” in the consolidated statements of operations.F-46 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 11. Equity Incentive Plans:On June 7, 2021, the Company’s Board of Directors amended an incentive program that had been previously announced in January 2019 (the “Performance Incentive Program”)which provides for the issuance of shares pursuant to performance conditions being met. In particular, the amended program is triggered when the Company’s cumulative fuel costsavings, beginning from November 2019, exceed the threshold of $250,000 (“Excess Savings”). The program expires on December 31, 2024. Upon the satisfaction of the above threshold,the Board of Directors shall award a percentage ranging between 5%-10%, at its discretion, of the annual Excess Savings, the value of which will be reflected in actual shares to keyemployees. For the years ended December 31, 2021 and 2022, the Company estimated the intrinsic value of the award based on the fuel market prices at each year end and assumed,based on its best estimate, 5% and 7.5%, respectively, of Excess Savings to be awarded by the Board of Directors for the first year and 5% for the following two years of the program,and as a result an amount of $1,190 and $9,570, respectively, was recognized and is included under “General and administrative expenses” in the consolidated statement of operations forthe years ended December 31, 2021 and 2022. In addition, based on 7.5% of the actual Excess Savings as of December 31, 2022, and the closing price of the Company’s common stock asof that date of $19.23, 450,000 common shares were awarded to key employees upon the approval of the Board of Directors, which vested and were issued on February 27, 2023.During the year ended December 31, 2020 an amount of $1,235, previously recognized in year 2019 in connection with the previously announced incentive program as mentioned above,was reversed since the Company determined that the updated likelihood of vesting did not meet a “more likely than not” threshold under US GAAP.On May 25, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”) and reserved for issuance 1,100,000 common shares thereunder. On thesame date, all of the 1,100,000 restricted common shares were granted to certain of the Company’s directors, officers and employees of which 855,380 restricted common shares vested inAugust 2020, 122,310 restricted common shares vested in May 2021 and the remaining 122,310 restricted common shares vest in May 2023. The fair value of each share was $5.09, basedon the closing price of the Company’s common shares on the grant date.On June 7, 2021, the Company’s Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved for issuance 515,000 common shares thereunder. On the samedate, the Company granted all of the 515,000 restricted common shares to certain directors, officers and employees, of which 401,750 restricted common shares vested in September2021, 56,625 restricted common shares vest in June 2022 and the remaining 56,625 restricted common shares vest in June 2024. The fair value of each restricted share was $18.88, based onthe latest closing price of the Company’s common shares on the grant date.On April 11, 2022, the Company's Board of Directors adopted the 2022 Equity Incentive Plan (the “2022 Plan”) and reserved for issuance 810,000 common shares thereunder. On the samedate, all of the 810,000 restricted common shares were granted to certain directors, officers and employees of which 528,745 restricted common shares vested in October 2022, 193,405restricted common shares vest in April 2023 and the remaining 87,850 common shares vest in April 2025. The fair value of each share was $25.69, based on the closing price of theCompany’s common shares on the grant date.Pursuant to the aforementioned equity incentive plans, during the years ended December 31, 2020, 2021 and 2022 the Company issued 1,073,490 common shares, 521,310 common sharesand 697,979 respectively.All non-vested shares and options, if any, vest according to the terms and conditions of the applicable award agreements. The grantee does not have the right to vote the non-vestedshares or exercise any right as a shareholder of the non-vested shares, although the issued and non-vested shares pay dividends as declared. The dividends with respect to theseshares are forfeitable if the service conditions are not fulfilled. Share options have no voting or other shareholder rights. For the years ended December 31, 2020, 2021 and 2022 theCompany paid $14, $875 and $4,651 for dividends to non-vested shares.F-47 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 11. Equity Incentive Plans - (continued):The shares which are issued in accordance with the terms of the Company’s equity incentive plans or awards remain restricted until they vest. For the years ended December 31, 2020,2021 and 2022, the share based compensation cost was $4,624, $10,335 and $28,481 respectively, and is included under “General and administrative expenses” in the consolidatedstatements of operations. There were no forfeitures of non-vested shares or options during the years 2020, 2021 and 2022.A summary of the status of the Company’s non-vested restricted shares as of December 31, 2020, 2021 and 2022, and the movement during these years, is presented below: Number of shares WeightedAverage GrantDate Fair ValueUnvested as at January 1, 2020271,038$9.28Granted1,100,000 5.09Vested(955,149) 5.41Unvested as at December 31, 2020415,889$7.09 Unvested as at January 1, 2021415,889$7.09Granted515,000 18.88Vested(595,560) 15.28Unvested as at December 31, 2021335,329$10.65 Unvested as at January 1, 2022335,329$10.65Granted810,000 25.69Vested(685,139) 22.57Unvested as at December 31, 2022460,190$19.38 As of December 31, 2022, the estimated compensation cost relating to non-vested restricted share awards (including cost for the Performance Incentive Program) not yet recognized was$10,876, and is expected to be recognized over the weighted average period of 1.50 years. The total fair value of shares vested during the years ended December 31, 2020, 2021 and 2022was $6,681, $13,104 and $15,464, respectively.F-48 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 12. Earnings / (Loss) per share:All common shares issued (including the restricted shares issued under the Company’s equity incentive plans) have equal rights to vote and participate in dividends. The restrictedshares issued under the Company’s equity incentive plans are subject to forfeiture provisions set forth in the applicable award agreement. The calculation of basic earnings per sharedoes not consider the non-vested shares as outstanding until the time-based vesting restriction has lapsed. For the purpose of calculating diluted earnings / (loss) per share, theweighted average number of diluted shares outstanding includes the incremental shares assumed issued, determined in accordance with the treasury stock method. For the years endedDecember 31, 2020, 2021 and 2022 the denominator of the diluted earnings per share calculation includes 153,216 common shares, 295,243 common shares and 383,711 common sharesrespectively, being the number of incremental shares assumed issued under the treasury stock method.The Company calculates basic and diluted loss per share as follows: Years ended December 31, 2020 2021 2022Income / (Loss) : Net income / (loss)$9,660$ 680,530 $ 565,999 Basic earnings / (loss) per share: Weighted average common shares outstanding, basic 96,128,173 101,183,829 102,153,255Basic earnings / (loss) per share$0.10$ 6.73 $ 5.54 Effect of dilutive securities: Dillutive effect of non vested shares 153,216 295,243 383,711Weighted average common shares outstanding, diluted 96,281,389 101,479,072 102,536,966 Diluted earnings / (loss) per share$0.10$ 6.71 $ 5.52 F-49 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 13. Accrued liabilities:The amounts shown in the consolidated balance sheets are analyzed as follows: December 31,2021 December 31,2022Audit fees $400 $350Legal fees 122 136Other professional fees 1,739 1,686Vessel operating and voyage expenses 24,406 23,992Loan and interest rate swaps interest and financing fees 4,083 7,570Income tax 60 250Total Accrued Liabilities $30,810 $33,984 14. Income taxes:The Company is in the business of international shipping and is not subject to a material amount of income taxes. The Company is subjected to tonnage taxes in certain jurisdictions asdescribed below and includes these taxes under “Vessel Operating Expenses” in the consolidated statements of operations.The Company does receive dividends from its operating subsidiaries and these are not subject to withholding taxes nor are these dividends taxed at the Company upon receipt. Thus,the Company does not record deferred tax liabilities for any unremitted earnings as there are no taxes associated with the remittances.The Company is subjected to tax audits in the jurisdictions it operates in. There have been no adjustments assessed to the Company in the past and the Company believes there are nouncertain tax positions to consider.a) Taxation on Marshall Islands Registered Companies and tonnage taxUnder the laws of the countries of the shipowning companies’ incorporation and/or vessels’ registration, the shipowning companies are not subject to tax on internationalshipping income. However, they are subject to registration and tonnage taxes. In addition, each foreign flagged vessel managed in Greece by Greek or foreign ship managementcompanies is subject to Greek tonnage tax, under the laws of the Hellenic Republic. The technical managers of the Company’s vessels, which are established in Greece underGreek Law 89/67, are responsible for the filing and payment of the respective tonnage tax on behalf of the Company. Furthermore, under the New Tonnage Tax System (“TTS”)for Cypriot merchant shipping, qualifying ship managers who opted and are accepted to be taxed under the TTS are subject to an annual tax referred to as tonnage tax, which iscalculated on the basis of the net tonnage of the qualifying ships they manage. The technical managers of the Company’s vessels, which are established and operate in Cyprus,are responsible for the filing and payment of the respective tonnage tax. These taxes for 2020, 2021 and 2022 were $2,103, $2,634 and $3,838, respectively, and have beenincluded under “Vessel operating expenses” in the consolidated statements of operations (Note 17). F-50 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 14. Income taxes- (continued):b) Taxation on US Source Income - Shipping IncomeUnder 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, suchas the Company, 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 theCode and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 50% of the gross shipping income that is attributable totransportation that begins or ends, but that does not both begin and end, in the United States.Under IRS regulations, a Company’s shares will be considered to be regularly traded on an established securities market if (i) one or more classes of its shares representing 50%or more of its outstanding shares, by voting power of all classes of shares of the corporation entitled to vote and of the total value of the shares of the corporation, are listed onthe market and (ii) (A) such class of share is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one sixth of the days in a shorttaxable year; and (B) the aggregate number of shares of such class of share traded on such market during the taxable year must be at least 10% of the average number of sharesof such class of share outstanding during such year or as appropriately adjusted in the case of a short taxable year. Notwithstanding the foregoing, the treasury regulationsprovide, in pertinent part, that a class of the Company’s shares will not be considered to be “regularly traded” on an established securities market for any taxable year in which50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified share attribution rules, on more than half thedays during the taxable year by persons who each own 5% or more of the vote and value of such class of the Company’s outstanding shares (“5% Override Rule”).For the taxable years 2020, 2021 and 2022 the Company believes that it was exempt from U.S. federal income tax of 4% on U.S. source shipping income, as it believes that itsatisfies the Publicly Traded Test for these years because it is not subject to the 5% Override Rule.c) Other TaxationIn addition to the tax consequences described above, the Company may be subject to tax in one or more other jurisdictions, including Malta, Germany and Singapore, where theCompany conducts activities through certain of its subsidiaries. The Company believes that its tax exposure for years ended December 31, 2020, 2021 and 2022 in the abovejurisdictions is immaterial. The amount of income taxes recognized with respect to these jurisdictions for the years ended December 31, 2020, 2021 and 2022 was $152, $16 and$244, respectively, and is included under “Income taxes” in the consolidated statements of operations.F-51 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 15. Commitments and Contingencies: a) Legal proceedingsVarious claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition,losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company’s vesselsare covered for pollution of $1 billion per vessel per incident, by the Protection and Indemnity (P&I) Association in which the Company’s vessels are entered. The Company’svessels are subject to calls payable to their P&I Association and may be subject to supplemental calls which are based on estimates of premium income and anticipated andpaid claims. Such estimates are adjusted each year by the Board of Directors of the P&I Association until the closing of the relevant policy year, which generally occurs withinthree years from the end of the policy year. Supplemental calls, if any, are expensed when they are announced and according to the period they relate to. The Company is notaware of any supplemental calls in respect of any policy years other than those that have already been recorded in its consolidated financial statements.b) Other contingencies:HeronOn July 11, 2014, Oceanbulk Shipping became a wholly owned subsidiary of the Company. Oceanbulk Shipping owned a convertible loan, which was convertible into 50% ofHeron Ventures Ltd’s (“Heron”) equity. After the conversion of the loan, on November 5, 2014, Heron was a 50-50 joint venture between Oceanbulk Shipping and ABY GroupHolding Limited, and Oceanbulk Shipping shared joint control over Heron with ABY Group Holding Limited. Based on the applicable related agreements, neither party willentirely control Heron. In addition, any operational and other decisions with respect to Heron will need to be jointly agreed between Oceanbulk Shipping and ABY GroupHolding Limited. As of December 31, 2017, all vessels previously owned by Heron have been either sold or distributed to its equity holders. While Oceanbulk Shipping andABY Group Holding Limited intend that Heron eventually will be dissolved shortly after receiving permission from local authorities in Malta, until that occurs, contingencies tothe Company may arise. However, the pre-transaction investors in Heron effectively remain as ultimate beneficial owners of Heron, until Heron is dissolved on the basis that,according to the agreement governing the Merger, any cash received or paid by the Company from the final liquidation of Heron will be settled accordingly by the pre-Mergerinvestors in Oceanbulk (the “Oceanbulk Sellers”). The Company had no outstanding balance with the Oceanbulk Sellers as of December 31, 2017 and thereafter. In July 2018,ABY Group Holding Limited transferred to ABY Floriana Limited its interests to Heron. The Company concluded that there should not be significant financial impact andtherefore no provision has been made.Vessels in UkraineThe geopolitical situation in Eastern Europe intensified in late February 2022, with the commencement of Russia’s military action against Ukraine. Three of the Company’svessels, the Star Pavlina, Star Helena and Star Laura, had arrived in three different Ukrainian ports to load various grain cargos under charterers’ instructions, well ahead ofthe commencement of the war activities, but following the beginning of the conflict, the loading operations were suspended by the port authorities. Following a multilateralagreement among Russia, Ukraine, Turkey and the United Nations to resume grain exports from the Black Sea regions, the Company succeeded in safely navigating the StarHelena and the Star Laura out of Ukraine in August 2022, and the two said vessels are now normally trading. Since the third vessel, the Star Pavlina, remains in Ukraine todayas a result of orders of the Ukrainian authorities, the Company has been deprived of use of the vessel for a continuous period of 12 months without likelihood of a recovery, andexpects to be indemnified under the existing war risk insurance as a constructive total loss, or alternatively ( under the pertinent insurance terms) as an actual total loss of thevessel. See Note 19c) for recent developments on this matter.F-52 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 15.Commitments and Contingencies - (continued):c) Commitments:The following table sets forth inflows and outflows, related to the Company’s charter party arrangements and other commitments, as of December 31, 2022.Charter party agreements Twelve month periods ending December 31,+ inflows/ - outflows Total 2023 2024 2025 2026 2027 2028 andthereafterFuture, minimum, non-cancellable charter revenue (1) $ 69,438 $ 49,188 $ 18,600 $ 1,650 $ - $ - $ - Total $ 69,438 $ 49,188 $ 18,600 $ 1,650 $ - $ - $ - (1)The amounts represent the minimum contractual charter revenues to be generated from the existing, as of December 31, 2022, non-cancellable time charter agreements, until theirexpiration, net of address commission, assuming no off-hire days, other than those related to scheduled interim and special surveys of the vessels. Future inflows also includerevenues deriving from index linked charter agreements using i) the index rates at the commencement date of each agreement, in compliance with ASC 842, and do not reflectrelevant index charter rate information prevailing as of December 31, 2022 and ii) the remaining minimum duration of each contract. Other commitments: Twelve month periods ending December 31,+ inflows/ - outflows Total 2023 2024 2025 2026 2027 2028 andthereafterCharter-in expense newbuilding vessels (1) $(212,833) $- $(17,323) $(30,204) $(30,204) $(30,204) $(104,898)Vessel BWTS and ESD (2) (14,133) (14,133) - - - - - Total $ (226,966) $ (14,133) $ (17,323) $ (30,204) $ (30,204) $ (30,204) $ (104,898) (1)The amounts represent minimum contractual charter-in commitments to be incurred with respect to four newbuilding Kamsarmax and two newbuilding Ultramax vessels whichare expected to be delivered during 2024 and the charter-in contracts have a minimum duration of 84 months per vessel.(2)The amounts represent the Company’s commitments as of December 31, 2022, for installation of BWTS and ESD on its vessels, so as to comply with environmental regulations. 16. Voyage revenues:The following table shows the voyage revenues earned from time charters, voyage charters and pool agreements for the years ended December 31, 2020, 2021 and 2022, as presented inthe consolidated statements of operation: Years ended December 31, 2020 2021 2022 Time charters$309,503$745,442 $841,057Voyage charters 385,482 683,146 591,479Pool revenues (1,744) (1,165) 4,620 $693,241$1,427,423 $1,437,156 F-53 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 16. Voyage revenues - (continued):As of December 31, 2022 and 2021, trade accounts receivable from voyage charter agreements amounted to $24,144 and $44,647 respectively. This decrease was attributable to the timingof collections and lower rates prevailing at each year-end. No write-off was recorded in both years in connection with the voyage charter agreements. Under ASC 606, unearned voyage charter revenue represents the consideration received for undelivered performance obligations. The Company recorded $10,289 as unearned revenuerelated to voyage charter agreements in progress as of December 31, 2021, which was recognized in earnings during the year ended December 31, 2022 as the performance obligationswere satisfied in that period. In addition, the Company recorded $9,215 as unearned revenue related to voyage charter agreements in progress as of December 31, 2022, which will berecognized in earnings during the year ending December 31, 2023 as the performance obligations will be satisfied in that period. This decrease of $1,074 was mainly attributable to theweaker market conditions prevailing at year end of 2022 compared to the same period in 2021 while it is also affected by the timing of collections. Further, as of December 31, 2022, capitalized contract fulfilment costs which are recorded under “Other current assets” amounting of $ 4,366, remaining almost at the same level comparedto $4,923 as of December 31, 2021. Demurrage income for the years ended December 31, 2020, 2021 and 2022 amounted to $22,425, $59,032 and $32,435, respectively and is included in Voyage revenues in the consolidatedstatements of operations. The adjustment to Company’s revenues from the vessels operating in the CCL Pool (Note 3), deriving from the allocated pool result for those vessels as determined in accordance withthe agreed-upon formula, for the years ended December 31, 2020, 2021 and 2022 was ($3,695), ($4,188) and $4,965, respectively, while the corresponding adjustment to Company’srevenues from the Short Pool (Note 3) for the years ended December 31, 2020, 2021 and 2022 was $1,922, ($328) and $147. All the amounts are included within “Pool Revenues” in thetable above. The remaining amounts of $29, $3,351 and ($492) for the years ended December 31, 2020, 2021 and 2022, respectively, refers to other participation adjustments deriving fromprofit sharing from participation in charter-in agreement with other parties. As discussed in Note 1, during 2020, 2021 and 2022 the Company chartered-in a number of third-party vessels, to increase its operating capacity in order to satisfy its clients’ needs.Revenues generated from those charter-in vessels during the years ended December 31, 2020, 2021 and 2022 amounted to $36,234, $20,215 and $35,420, respectively and are included inVoyage revenues in the consolidated statements of operations, out of which $243, $1,212 and $10,208, respectively, constitute sublease income deriving from time charter agreements. F-54 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 17. Voyage and Vessel operating expenses:The amounts in the consolidated statements of operations are analyzed as follows: Years ended December 31, 2020 2021 2022Voyage expenses Port charges $55,738 $63,027 $70,433Bunkers 130,800 139,252 189,424Commissions – third parties 6,134 13,955 14,516Commissions – related parties (Note 3) 3,780 3,870 4,140Miscellaneous 3,606 6,007 8,021Total voyage expenses $200,058 $226,111 $286,534 Vessel operating expenses Crew wages and related costs $109,311 $126,180 $133,769Insurances 13,002 14,981 18,753Maintenance, repairs, spares and stores 37,947 44,646 51,210Lubricants 10,669 11,823 14,625Tonnage taxes (Note 14) 2,103 2,634 3,838Pre-delivery and Pre-joining expenses - 3,104 174Miscellaneous 5,511 5,293 6,247Total vessel operating expenses $178,543 $208,661 $228,616 18. Fair Value Measurements and Hedging:The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financialstatements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values.The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three categories based on the inputs used todetermine its fair value:Level 1: Quoted market prices in active markets for identical assets or liabilities;Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;Level 3: Unobservable inputs that are not corroborated by market data.In addition, ASC 815, “Derivatives and Hedging” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet.Fair value on a recurring basis:Interest rate swaps:The Company from time to time enters into interest rate derivative contracts to manage interest costs and risk associated with changing interest rates with respect to its variable interestloans and credit facilities.F-55 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 18. Fair Value Measurements and Hedging - (continued):During the year ended December 31, 2020, the Company entered into various interest rate swaps with ING, DNB Bank ASA (“DNB”), SEB, Citibank Europe PLC (“Citi”), Piraeus Bank andAlpha Bank S.A. to convert a portion of its debt from floating to fixed rate. In addition, during the year ended December 31, 2021, the Company early terminated certain of those interestrate swaps that were in effect as of December 31, 2020 and entered into a new interest rate swap agreement with the National Bank of Greece (“NBG”), SEB and ABN AMRO Bank. Thefollowing table summarizes the interest rate swaps in place as of December 31, 2022.CounterpartyTrading DateInceptionExpiryFixed RateInitial NotionalCurrent NotionalINGMar-20Mar-20Mar-260.7000% $ 29,960 $ 24,075INGMar-20Apr-20Oct-250.7000% $ 39,375 $ 30,000INGMar-20Apr-20Apr-230.6750% $ 16,157 $ 13,050SEBMar-20Apr-20Jan-250.7270% $ 58,885 $ 46,879CitiJun-20Jul-20Oct-230.3300% $ 104,450 $ 71,600CitiJun-20Aug-20May-240.3510% $ 56,075 $ 44,396CitiJun-20Jun-20Dec-230.3380% $ 94,538 $ 61,237CitiJun-20Jun-20Aug-230.3280% $ 56,915 $ 35,515CitiJun-20Jul-20Jul-230.3250% $ 99,816 $ 79,853CitiJun-20Aug-20May-240.3520% $ 31,350 $ 24,780CitiJun-20Sep-20Mar-240.3430% $ 33,390 $ 27,825ING July 20Jul-20Jul-20Jul-260.3700% $ 70,000 $ 43,750SEBFeb-21Apr-21Jan-260.4525% $ 37,050 $ 25,350ABNFeb-21Mar-21Dec-230.3120% $ 84,548 $ 61,237NBGJun-21Jun-21Jun-230.6500% $ 125,000 $102,500 The above interest rate swaps were designated and qualified as cash flow hedges while they are in effect, with the exception of one of the swaps that have been entered with Citi (theswap with current notional amount of $44,396) which was de-designated from cash flow hedge in November 2022 since the forecasted transactions associated with this hedge were nolonger probable given that the corresponding loan was fully prepaid on that date. The change in fair value of this swap from the de-designation date and until December 31, 2022 wasinsignificant. The effective portion of the unrealized gains/losses from those swaps is recorded in Other Comprehensive Income / (Loss). No portion of the cash flow hedges wasineffective during the years ended December 31, 2020, 2021 and 2022. A gain of approximately $15,867 in connection with the interest rate swaps is expected to be reclassified into earnings during the following 12-month period when realized. Forward Freight Agreements (“FFAs”) and Bunker Swaps:During the years ended December 31, 2020, 2021 and 2022, the Company entered into a certain number of FFAs and options for FFAs on the Capesize, Panamax and Supramax indices.The results of the Company’s FFAs during the years ended December 31, 2020, 2021 and 2022 and the valuation of the Company’s open position as at December 31, 2021 and 2022 arepresented in the tables below.During the years ended December 31, 2020, 2021 and 2022, the Company entered into a certain number of bunker swaps. The results of the Company’s bunker swaps during the yearsended December 31, 2020, 2021 and 2022 and the valuation of the Company’s open position as at December 31, 2021 and 2022 are presented in the tables below.F-56 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 18. Fair Value Measurements and Hedging - (continued):The amount of Gain/(loss) on forward freight agreements and bunker swaps, net and on interest rate swaps recognized in the consolidated statements of operations are analyzed asfollows: Years ended December 31, 2020 2021 2022Consolidated Statement of Operations Interest and finance costs Reclassification adjustments of interest rate swap loss/(gain) transferred to Interest and financecosts from Other comprehensive income/(loss) (Note 8) (848) (2,351) 10,044Total Gain/(loss) recognized $ (848)$ (2,351) $ 10,044 Gain/(loss) on forward freight agreements and bunker swaps, net Realized gain/(loss) on forward freight agreements and freight options (5,995) 1,308 1,165Realized gain/(loss) on bunker swaps 20,856 748 (5,198)Unrealized gain/(loss) on forward freight agreements and freight options (430) 1,802 (1,398)Unrealized gain/(loss) on bunker swaps 1,725 (294) 3,980Total Gain/(loss) recognized$16,156$ 3,564 $ (1,451) The following table summarizes the valuation of the Company’s derivative financial instruments as of December 31, 2021 and 2022, based on Level 1 quoted market prices in activemarkets. Significant Other Observable Inputs (Level 2) December 31, 2021December 31, 2022 Balance Sheet Location(not designated as cashflow hedges) (designated as cashflow hedges)(not designated as cashflow hedges) (designated ascash flow hedges)ASSETS Forward freight agreements - currentDerivatives, current assetportion$1,440$ - $191$ - Bunker swaps - currentDerivatives, current assetportion $7 $ - $3,688 $ - Forward freight agreements - non-currentDerivatives, non-currentasset portion $150 $ - $- $ - Total $1,597$ - $3,879$ - LIABILITIES Bunker swaps - currentDerivatives, current assetportion$300$ - $-$ - Total $300$ - $-$ - Certain of the Company’s derivative financial instruments discussed above require the Company to periodically post additional collateral depending on the level of any open positionunder such financial instruments, which as of December 31, 2021 and 2022 amounted to $10,128 and $2,199, respectively, and are included within “Restricted cash, current” in theconsolidated balance sheets.F-57 Table of Contents STAR BULK CARRIERS CORP.Notes to Consolidated Financial StatementsDecember 31, 2022(Expressed in thousands of U.S. dollars except for share and per share data unless otherwise stated) 18. Fair Value Measurements and Hedging - (continued):The carrying values of temporary cash investments, restricted cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these financialinstruments. The fair value of long-term bank loans and bareboat leases (Level 2), bearing interest at variable interest rates, approximates their recorded values as of December 31, 2022,due to the variable interest rate nature thereof. The fair value of the DSF $55,000 Facility, measured through level 2 inputs (such as interest rate curves) is $43,598, which is $825 lowerthan the loan’s book value of $44,423.The following table summarizes the valuation of the Company’s derivative financial instruments as of December 31, 2021 and 2022, based on Level 2 observable market based inputs orunobservable inputs that are corroborated by market data. Significant Other Observable Inputs (Level 2) December 31, 2021 December 31, 2022 Balance Sheet Location (not designated as cashflow hedges) (designated as cashflow hedges) (not designated as cashflow hedges) (designated ascash flowhedges)ASSETS Interest rate swaps - currentDerivatives, current assetportion$ -$ 549$ 1,665$ 20,041Interest rate swaps - non-currentDerivatives, non-currentasset portion $ - $ 6,763 $ 798 $ 7,868Total $ - $ 7,312 $ 2,463 $ 27,909LIABILITIES Interest rate swaps - currentDerivatives, current liabilityportion$ -$ 443$ -$ -Total $ -$ 443$ -$ - 19. Subsequent Events:(a)On January 13, 2023, the Company drew down the amounts of $22,829 and $24,171, under the two tranches available of the “Standard Chartered $47,000 Facility” (Note 8).(b)On February 16, 2023, pursuant to the Company’s dividend policy, the Company’s Board of Directors declared a quarterly cash dividend of $0.60 per share payable on or aboutMarch 14, 2023 to all shareholders of record as of February 28, 2023. The ex-dividend date is expected to be February 27, 2023.(c)On February 24, 2023, a Notice of Abandonment of all of the Company’s interests in the Star Pavlina was sent to the war risk insurers (Note 15b), claiming a total insurance valueof $55,000. On February 28, 2023, and without prejudice to the first Notice of Abandonment, a second Notice of Abandonment with similar contents was sent to the war risk insurers.The Company awaits the insurers’ response pursuant to the insurance policy and continues to closely monitor the situation to ensure that the interests of all stakeholders aresafeguarded. The Company is not in a position at this stage to estimate the timeline for the matter to be resolved. The carrying value of the respective vessel as of December 31, 2022was $26,119. F-58 Exhibit 8.1 NameOrganizationOwnership percentageStar Bulk Management Inc.Marshall Islands100%Starbulk S.A.Liberia100%Star Bulk (USA) LLCDelaware100%Star Bulk Shipmanagement Company (Cyprus) LimitedCyprus100%Candia Shipping Limited (ex Optima Shipping Limited)Malta100%Star Logistics LLCMarshall Islands100%Oceanbulk Carriers LLCMarshall Islands100%Oceanbulk Shipping LLCMarshall Islands100%Star Bulk Norway AS*Norway100%Star Omas LLCMarshall Islands100%Star Synergy LLCMarshall Islands100%Unity Holding LLCMarshall Islands100%Star Gamma LLCMarshall Islands100%Star Delta LLCMarshall Islands100%Star Epsilon LLCMarshall Islands100%Star Zeta LLCMarshall Islands100%Star Theta LLCMarshall Islands100%Star Kappa LLCMarshall Islands100%Star Omicron LLCMarshall Islands100%Star Cosmo LLCMarshall Islands100%Star Aurora LLCMarshall Islands100%Star Borealis LLCMarshall Islands100%Star Polaris LLCMarshall Islands100%Star Bulk Manning LLCMarshall Islands100%Star Challenger I LLCMarshall Islands100%Star Challenger II LLCMarshall Islands100%Star Vega LLCMarshall Islands100%Star Sirius LLCMarshall Islands100%Star Castle I LLCMarshall Islands100%Star Castle II LLCMarshall Islands100%Star Ennea LLCMarshall Islands100%Star Asia I LLCMarshall Islands100%Star Asia II LLCMarshall Islands100%Star Axe I LLCMarshall Islands100%Star Axe II LLCMarshall Islands100%Star Seeker LLCMarshall Islands100%Star Breezer LLCMarshall Islands100%Star Elpis LLCLiberia100%Star Gaia LLCLiberia100%Star Mare LLCMarshall Islands100%Star New Era LLCMarshall Islands100%Star Thor LLCMarshall Islands100%Star Uranus LLCMarshall Islands100%Star Ventures LLCMarshall Islands100%Star ABY LLCMarshall Islands100%Cape Horizon Shipping LLCMarshall Islands100%Cape Ocean Maritime LLCMarshall Islands100%Grain Shipping LLCMarshall Islands100%Glory Supra Shipping LLCMarshall Islands100%Global Cape Shipping LLCMarshall Islands100%Sky Cape Shipping LLCMarshall Islands100%Pacific Cape Shipping LLCMarshall Islands100%Sea Cape Shipping LLCMarshall Islands100%Coral Cape Shipping LLCMarshall Islands100%Aurelia Shipping LLCMarshall Islands100%Pearl Shiptrade LLCMarshall Islands100%Rainbow Maritime LLCMarshall Islands100%Sea Diamond Shipping LLCMarshall Islands100%Majestic Shipping LLCMarshall Islands100%Nautical Shipping LLCMarshall Islands100%Mineral Shipping LLCMarshall Islands100%Clearwater Shipping LLCMarshall Islands100%Domus Shipping LLCMarshall Islands100%Festive Shipping LLCMarshall Islands100%Star Alta I LLCMarshall Islands100%Star Alta II LLCMarshall Islands100%Orion Maritime LLCMarshall Islands100%Primavera Shipping LLC (ex Spring Shipping LLC)Marshall Islands100%Success Maritime LLCMarshall Islands100%Ultra Shipping LLCMarshall Islands100%Blooming Navigation LLCMarshall Islands100%Jasmine Shipping LLCMarshall Islands100%Star Trident V LLCMarshall Islands100%Star Trident VI LLCMarshall Islands100%Star Trident VII LLCMarshall Islands100%Star Trident I LLCMarshall Islands100%Star Trident VIII LLCMarshall Islands100%Star Trident IX LLCMarshall Islands100%Star Trident X LLCMarshall Islands100%Star Trident XI LLCMarshall Islands100%Star Trident II LLCMarshall Islands100%Star Trident XII LLCMarshall Islands100%Star Trident XIII LLCMarshall Islands100%Star Trident XIV LLCMarshall Islands100%Star Trident XV LLCMarshall Islands100%Star Trident XVI LLCMarshall Islands100%Star Trident XVII LLCMarshall Islands100%Star Trident XVIII LLCMarshall Islands100%Star Trident XIX LLCMarshall Islands100%Star Trident III LLCMarshall Islands100%Star Trident XX LLCMarshall Islands100%Star Trident XXV LLCLiberia100%Star Nor I LLCMarshall Islands100%Star Nor II LLCMarshall Islands100%Star Nor III LLCMarshall Islands100%Star Nor IV LLCMarshall Islands100%Star Nor V LLCMarshall Islands100%Star Nor VI LLCMarshall Islands100%Star Nor VII LLCMarshall Islands100%Star Nor VIII LLCMarshall Islands100%Star Nor IX LLCMarshall Islands100%Star Nor X LLCMarshall Islands100%Star Nor XI LLCMarshall Islands100%Star Nor XII LLCMarshall Islands100%Star Nor XIII LLCMarshall Islands100%Star Nor XIV LLCMarshall Islands100%Star Nor XV LLCMarshall Islands100%ABY I LLCMarshall Islands100%ABY II LLCMarshall Islands100%ABY III LLCMarshall Islands100%ABY IV LLCMarshall Islands100%Sandra Shipco LLCMarshall Islands100%Christine Shipco LLCMarshall Islands100%ABM One LLCLiberia100%ABY Three LLCLiberia100%ABY Five LtdMalta100%ABY Seven LLCLiberia100%ABY Fourteen LLCLiberia100%ABY Fifteen LLCLiberia100%Augustea Bulk Carrier LLCLiberia100%ABY Nine LLCLiberia100%ABY Ten LLCLiberia100%ABY Eleven LLCLiberia100%Waterfront Two LLCLiberia100%ABY Group Holding LLCLiberia100%New Era I Shipping LLCMarshall Islands100%New Era II Shipping LLCMarshall Islands100%New Era III Shipping LLCMarshall Islands100%Star Regina LLCMarshall Islands100%Star Regg I LLCMarshall Islands100%Star Regg II LLCMarshall Islands100%Star Regg III LLCMarshall Islands100%Star Regg IV LLCMarshall Islands100%Star Regg V LLCMarshall Islands100%Star Regg VI LLCMarshall Islands100%Star Regg VII LLCMarshall Islands100%Star Sege LtdMalta100%Star Lida I Shipping LLCMarshall Islands100%Star Lida II Shipping LLCMarshall Islands100%Star Lida III Shipping LLCMarshall Islands100%Star Lida IV Shipping LLCMarshall Islands100%Star Lida V Shipping LLCMarshall Islands100%Star Lida VI Shipping LLCMarshall Islands100%Star Lida VII Shipping LLCMarshall Islands100%Star Lida VIII Shipping LLCMarshall Islands100%Star Lida IX Shipping LLCMarshall Islands100%Star Lida X Shipping LLCMarshall Islands100%Star Lida XI Shipping LLCMarshall Islands100%Star Bulk (Singapore) Pte. LtdSingapore100%Star Bulk Germany GmbHGermany100%Star Zeus LLCMarshall Islands100%Star Zeus I LLCMarshall Islands100%Star Zeus II LLCMarshall Islands100%Star Zeus III LLCMarshall Islands100%Star Zeus IV LLCMarshall Islands100%Star Zeus V LLCMarshall Islands100%Star Zeus VI LLCLiberia100%Star Zeus VII LLCLiberia100%Star Sun I LLCLiberia100%Star Sun II LLCLiberia100%Star Bulk Finance (Cyprus) LimitedCyprus100%* under liquidation Exhibit 12.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERI, Petros Pappas, certify that:1. I have reviewed the annual report on Form 20-F of Star Bulk Carriers Corp. (“this report”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the Company as of, and for, the periods presented in this report;4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d-15(f)) for the Company and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report thathas materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditorsand the audit committee of the Company’s board of directors (or persons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financialreporting.Date: March 7, 2023/s/ Petros Pappas Petros PappasChief Executive Officer(Principal Executive Officer) Exhibit 12.2CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICERI, Simos Spyrou, and I, Christos Begleris, each a Co-Chief Financial Officer of the Company, certify that:1. I have reviewed the annual report on Form 20-F of Star Bulk Carriers Corp. (“this report”);2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the Company as of, and for, the periods presented in this report;4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared;b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples;c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report thathas materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditorsand the audit committee of the Company’s board of directors (or persons performing the equivalent functions):a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financial information; andb. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financialreporting.Date: March 7, 2023/s/ Simos Spyrou /s/ Simos SpyrouCo-Chief Financial Officer(Co-Principal Financial Officer)/s/ Christos Begleris /s/ Christos BeglerisCo-Chief Financial Officer(Co-Principal Financial Officer) Exhibit 13.1PRINCIPAL EXECUTIVE OFFICER CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350In connection with this Annual Report of Star Bulk Carriers Corp. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and ExchangeCommission (the “SEC”) on or about the date hereof (the “Report”), I, Petros Pappas, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.Date: March 7, 2023/s/ Petros Pappas Petros PappasChief Executive Officer(Principal Executive Officer) Exhibit 13.2PRINCIPAL FINANCIAL OFFICER CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350In connection with this Annual Report of Star Bulk Carriers Corp. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and ExchangeCommission (the “SEC”) on or about the date hereof (the “Report”), I, Simos Spyrou, and I, Christos Begleris, each a Co-Chief Financial Officer of the Company, certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.Date: March 7, 2023/s/ Simos Spyrou /s/ Simos SpyrouCo-Chief Financial Officer(Co-Principal Financial Officer)/s/ Christos Begleris /s/ Christos BeglerisCo-Chief Financial Officer(Co-Principal Financial Officer) Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-232765, 333-234125, 333-252808 and 333-264226 on Form F-3 and Registration Statement No. 333-176922on Form S-8 of our reports dated March 7, 2023, relating to the consolidated financial statements of Star Bulk Carriers Corp. and the effectiveness of Star Bulk Carriers Corp.’s internalcontrol over financial reporting appearing in this Annual Report on Form 20-F for the year ended December 31, 2022. /s/ Deloitte Certified Public Accountants S.A.Athens, GreeceMarch 7, 2023

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