Exhibit 1

PROSPECTUS

THIS PROSPECTUS (THE “PROSPECTUS”) RELATES TO THE ADMISSION TO PARALLEL LISTING FOR TRADING (THE “ADMISSION”) ON THE MAIN MARKET OF THE REGULATED SECURITIES MARKET OF EURONEXT ATHENS (THE “EURONEXT ATHENS”) OF ALL 101,826,580 DEMATERIALIZED, REGISTERED VOTING SHARES OF COMMON STOCK, OF A PAR VALUE $0.001 EACH, ISSUED BY SAFE BULKERS INC. (THE “COMPANY”), A COMPANY INCORPORATED UNDER THE LAWS OF THE REPUBLIC OF MARSHALL ISLANDS (THE “COMMON STOCK SHARES”).

THE COMPANY’S OUTSTANDING COMMON STOCK SHARES AND PREFERRED SHARES ARE PRIMARILY LISTED AND TRADED ON THE NEW YORK STOCK EXCHANGE (“NYSE”). THE COMPANY HAS APPLIED FOR ADMISSION TO PARALLEL LISTING OF THE COMMON STOCK SHARES ON EURONEXT ATHENS UPON THE APPROVAL BY ITS BOARD OF DIRECTORS DATED 01.04.2026.

Other than the application for Admission to Euronext Athens and the existing listing of the Common Stock Shares on NYSE, no application has been made or is currently intended to be made for the Common Stock Shares to be admitted to listing or trading on any other stock exchange.

This Prospectus has been prepared in accordance with Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”), the applicable provisions of Law 4706/2020, as well as Annex 1 and Annex 11 of the Delegated Regulation (EU) 2019/980 of 14 March 2019, as amended and in force, and the Delegated Regulation (EU) 2019/979 of 14 March 2019, as amended and in force (together the “Delegated Regulations”).

The Board of Directors of the Hellenic Capital Market Commission (the “HCMC”) has approved the Prospectus only in connection with the information furnished to investors, as required under the Prospectus Regulation and the Delegated Regulations.

It is expected that Admission to Euronext Athens will become effective and that trading in the Common Stock Shares will commence on 02.06.2026 at 10.15 a.m. (Greek time), under the symbol “SB”, with ISIN number MHY7388L1039.

Investing in the Common Stock Shares involves risks. Prospective investors should read the entire document and, in particular, the “Risk Factors” when considering an investment in Safe Bulkers Inc. (“Safe Bulkers”)

This Prospectus is valid for a period of twelve (12) months after its approval by the Board of Directors of the HCMC. In the event of any significant new factor, material mistake, or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the Common Stock Shares and which arises or is noted between the time when this Prospectus is approved and the time when trading of the Common Stock Shares on Euronext Athens begins, a supplement to this Prospectus shall be published in accordance with Article 23 of the Prospectus Regulation, without undue delay, in accordance with at least the same arrangements applied for the publication of this Prospectus.

In making an investment decision, prospective investors must rely upon their own examination, analysis of, and enquiry into the Common Stock Shares and the terms of the Admission, including the merits and risks involved. This Prospectus does not constitute in any way an offer to sell or a solicitation to acquire securities in any country, in which such an offer or solicitation is not permitted by its applicable legislative and regulatory framework. In particular, the Prospectus is addressed only to investors (Greek or foreign) within the Greek territory, in accordance with Greek law, and is not addressed directly or indirectly to investors outside Greece, nor is it addressed to any country where such an offer or invitation is not permitted by the legislative or its regulatory framework.

The approval of this Prospectus by the HCMC shall not be considered as an endorsement of Safe Bulkers or of the quality of the Common Stock Shares that is the subject of this Prospectus. Prospective investors should make their own assessment as to the suitability of investing in the Common Stock Shares.

LISTING ADVISOR

The date of this Prospectus 27.05.2026

Table of Contents

A. GLOSSARY – DEFINITIONS

Definitions and abbreviations of the Prospectus presented in capital letters, and the meaning of which is given below, shall have the same meaning when used in the Summary, Risk Factors, Registration Document and Securities Note of the Prospectus, unless otherwise defined in the individual sections thereof or otherwise implied by the context.

Admission: The admission of the Common Stock Shares to listing for trading on the Main Market of the Regulated Securities Market of Euronext Athens.

Alternative Performance Measures or APMs: The alternative performance measures, as stated by the 05.10.2015 guidelines of the European Securities and Markets Authority that are included in the “ESMA/2015/1415el” document.

AMSA: The Australian Maritime Safety Authority.

Annual Consolidated Financial Statements or Consolidated Financial Statements or Financial Statements: The Company’s annual consolidated financial statements as of December 31, 2023, 2024 and 2025 and for the fiscal years then ended, which were prepared in accordance with the US GAAP, were audited by independent certified public accountants.

Articles of Incorporation: First Amended and Restated Articles of Incorporation of the Company as further amended through the date hereof as filed with the Registrar of Corporations of the Republic of the Marshall Islands in connection with the formation and constitution of the Company, or, depending on the case and the context, articles of incorporation of other legal persons.

BWM: Ballast Water Management.

Ballast Water Treatment System (BWTS): In 2004 the IMO adopted the BWM Convention, implementing regulations calling for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention took effect in September 2017 with certain extensions. From September 8, 2024, onwards, all vessels subject to the BWM Convention are required to have installed a ballast water treatment system. The Company has installed a ballast water treatment system in all vessels and a Ballast Water Management Plan Statement of Compliance has been issued.

Baltic Dry Index or BDI: The weighted index of time charter rates for dry bulk carrier vessels, which is published daily by the Baltic Exchange based in London, provides an assessment of freight rates for the maritime transport of major raw materials. The index is calculated using three sub-indices that correspond to different sizes of dry bulk vessels: the Baltic Supramax Index with a 30% weighting, the Baltic Panamax Index with a 30% weighting, and the Baltic Capesize Index with a 40% weighting. The calculation also takes into account 26 maritime routes (shipping lanes), measured by voyage duration and distance. The index covers Supramax, Panamax, and Capesize dry bulk carriers transporting commodities such as coal, iron ore, and grain, among others.

Baltic Exchange Capesize Index or BCI: The weighted time charter index for Capesize dry bulk carrier vessels, which is published daily by the Baltic Exchange based in London, provides an assessment of freight rates for the maritime transport of major raw materials. The calculation of the index takes into

account sub-indices that refer to the main maritime routes (shipping lanes), measured by voyage duration and distance. The index covers Capesize dry bulk carrier vessels transporting bulk commodities.

Baltic Exchange Panamax Index or BPI: The time charter index for Panamax dry bulk carrier vessels, which is published daily by the Baltic Exchange based in London, provides an assessment of freight rates for the maritime transport of major raw materials. The calculation of the index takes into account data referring to the main maritime routes (shipping lanes), measured by voyage duration and distances. The index covers Panamax dry bulk carrier vessels transporting bulk commodities.

Board of Directors or BoD: The Board of Directors of the Company or, depending on the case and the context, of other legal persons.

Bylaws: First Amended and Restated Bylaws of the Company that contain internal rules for the operation and management of the Company, adopted in accordance with the Business Corporations Act of the Marshall Islands and which are not required to be filed with the Registrar of Corporations of the Marshall Islands.

Capesize: A dry bulk carrier vessel with a capacity of approximately 180,000 DWT.

Carbon Intensity Indicator (CII): A mandatory CII expressed by the Annual Efficiency Ratio (“AER”) in grams of CO₂ per dwt-mile, and a rating scheme was introduced on January 1, 2023, where all cargo vessels above 5,000 GT are given a rating of A to E every year as part of the IMO GHG Short Term measures. The rating thresholds will become increasingly stringent towards 2030. For ships that achieve a D rating for three consecutive years or an E rating, a corrective action plan needs to be developed as part of the Ship’s Energy Efficiency Management Plan (“SEEMP”) and approved. The SEEMP requirements are strengthened to include mandatory content, such as an implementation plan on how to achieve the CII targets and will be reviewed by the end of 2025, with particular focus on the enforcement of the carbon intensity rating requirements.

CEO: The Chief Executive Officer of the Company.

China MSA: The China Maritime Safety Administration.

Clean Air Act (CAA): The U.S. federal law regulating air emissions from stationary and mobile sources, to protect public health and the environment.

Clean Water Act (CWA): The U.S. federal law regulating water pollution, aiming to restore and maintain the integrity of the nation’s waters.

Common Stock Shares: The totality of the Company’s issued shares of common stock, being 101,826,580 dematerialized, registered voting shares of common stock of the Company, of a par value of $0.001 each, as of the Date of the Prospectus.

Company or Safe Bulkers: The company Safe Bulkers, Inc., incorporated in the Republic of the Marshall Islands on 11 December 2007, under registration number 27394, with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, and principal executive office in Monaco (contact details: Apt. D11 Les Acanthes 6, Avenue des Citronniers, MC 98000 Monaco, tel.: +30 211 1888 400 or (+357) 25 887 200).

Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA): The U.S. federal law on Effective Environmental Response, Compensation Determination, and Legal (Strict) Liability. This law created a tax on the chemical and petroleum industries and provided broad Federal authority to respond directly to releases or threatened releases of hazardous substances that may endanger public health or the environment.

Continuing Directors: As of any date of determination, any member of the Board of Directors of the Company who was (a) a member of the Board of Directors on May 29, 2018 or (b) nominated for election or elected to the Board of Directors with the approval of a majority of the directors then in office who were either directors on May 29, 2018 or whose nomination or election was previously so approved.

Covid-19: The coronavirus disease 2019 caused by the SARS-CoV-2 virus.

CSDDD: Directive 2024/1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence, as amended and in force.

CSDR: Regulation (EU) 909/2014 of the European Parliament and the Council of the European Union of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) 236/2012, as amended and in force.

CSRD: Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting, as amended and in force.

Deloitte: The audit firm under the corporate name “Deloitte Certified Public Accountants S.A.”, Certified Public Accountants (SOEL) Reg. Number: E120), with registered offices at 3a Fragoklissias & Granikou Street, 151 25 Marousi, Athens, Greece.

DryBMS standard or DryBMS: The Dry Bulk Management Standard.

D.S.S.: The Dematerialised Securities System, within the meaning of Section I Part 1 (96) of the Euronext Securities Athens Rulebook, which operates as a system for securities settlement pursuant to Law 2789/2000, book-entry registry and maintaining of securities accounts for the purposes of CSDR and is administered by the Euronext Securities Athens in its capacity as provider of depository services.

DWT or dwt: Dead Weight Tonnage, expressed in metric tons, each of which is equivalent to 1,000 kilograms, referring to the maximum weight of cargo and supplies that a vessel can carry.

EBITDA: Earnings before Interest, Taxes, Depreciation, and Amortization.

ECA: Emission Control Areas.

Energy Efficiency Design Index (EEDI): A measure of a vessel’s energy efficiency during its design phase, which accompanies the vessel throughout its operational life. This is in contrast to the operational Carbon Intensity Indicator (CII), which is measured annually, and the Energy Efficiency Existing Ship Index (EEXI), which applies to all existing ships and can be recalculated if efficiency parameters are changed. The EEDI calculates the grams of carbon dioxide emitted per unit of transport

work (CO₂ per tonne mile) under specific operating conditions. It applies to newly built ships from 1 January 2013 for an initial two-year period (Phase 0) and becomes progressively stricter in subsequent phases (Phases 1, 2, and 3), reflecting the design requirement for reduced CO₂ emissions from new vessels.

Energy Efficiency Existing Ship Index (EEXI): A measure of energy efficiency for existing vessels. Unlike the operational Carbon Intensity Indicator (CII) or the Ship Energy Efficiency Design Index (EEDI), which applies to newly built ships from 1 January 2013, the EEXI is calculated as the ratio of carbon dioxide emissions to transport work (CO₂ per tonne-mile). The index is related to the ship’s installed engine power, transport capacity, and speed under defined conditions and can be updated if energy efficiency parameters are modified.

EPA: The Environmental Protection Agency.

ESMA: The European Securities and Markets Authority.

ESMA Guidelines: The ESMA Guidelines on disclosure requirements under the Prospectus Regulation (ESMA32-382-1138), dated March 4, 2021.

ESG: Environmental, Social, Governance.

ETS: Emissions Trading Systems.

EU or E.U.: The European Union.

EU ETS: EU Emissions Trading System.

EU-MRV: Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 on the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, as amended and in force.

EUR: Euro.

Euronext Athens: EURONEXT ATHENS HOLDING S.A.

Euronext Athens Regulation: The Regulation of the Athens Stock Exchange (10^th amendment), issued in accordance with the decision No. 212/19.05.2025 of the Steering Committee of Euronext Athens, which was approved by decision No. 1054/5.6.2025 of the Hellenic Capital Market Commission. Euronext Athens Regulation is available on the following website: https://athens.euronext.com/el/about/regulatory/athex.

Euronext Athens Resolution 28: The resolution 28/05.06.2025 of the Stock Markets Steering Committee of the Euronext Athens in relation to the supporting documents for a primary listing on the Securities Market of Euronext Athens, as amended and in force.

Euronext Securities Athens: The société anonyme under the company name “EURONEXT SECURITIES ATHENS S.A.”, 100% subsidiary of Euronext Athens, managing the D.S.S.

Euronext Securities Athens Rulebook: The rule book (regulation) of the Euronext Securities Athens (1^st edition), issued in accordance with article 3 of L. 4569/2018 (Government Gazette A/179/11.10.2018),

the decision of 22.02.2021 of the Board of Directors of Euronext Securities Athens and the approval decision No. 6/904/26.2.2021 (Government Gazette B1007/16.03.2021) of the Hellenic Capital Market Commission, as in force, which is available on the following website: https://athens.euronext.com/el/about/regulatory/athexcsd.

FCPA: The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq., a United States anti-bribery federal.

Fit-for-55 package: The EU principal legislative response to the requirements in the EU Climate Law to reduce Europe’s net greenhouse gas emissions.

Fuel EU: The EU penalty mechanism for the reduction of carbon content in fuels.

Fuel EU Maritime Regulation: Regulation (EU) 2023/1805 of the European Parliament and of the Council of 13 September 2023 on the use of renewable and low-carbon fuels in maritime transport, as amended and in force.

G.D.P. or GDP: The Gross Domestic Product.

Generally Accepted Accounting Principles (GAAP or US GAAP): Generally Accepted Accounting Principles approved and adopted by the U.S. Securities and Exchange Commission (SEC).

GFS: Goal-based marine fuel standard.

GHG-EEDI Phase 3 NOx-Tier III: The combination of GHG-EEDI Phase 3 and NOx-Tier III, which represents a mandatory environmental standard for newbuild ships currently implemented by the International Maritime Organization (IMO) under MARPOL Annex VI.

Green House Gas emissions or GHG: Greenhouse gas emissions, including carbon dioxide (CO₂), methane (CH₄), and nitrous oxide (N₂O).

Group: The Company and its Subsidiaries which are included in the Company’s consolidated financial statements, and for the avoidance of any doubt shall include the Company itself.

Group’s bond or Bond: The €100.0 million unsecured common bond loan issued in February 2022 by the Subsidiary under the corporate name “Safe Bulkers Participations PLC”, the bonds of which are listed and traded on Euronext Athens (ticker: SBB1).

HCMC: The Hellenic Capital Market Commission.

High Sulfur Fuel Oil or HSFO: A residual, heavy marine fuel with a sulfur content exceeding 0.50% (typically up to 3.5%).

Hydra: Hydra Insurance Company Limited.

IAS: The International Accounting Standards.

IFRS: The International Financial Reporting Standards, including IAS and the interpretations published by the International Accounting Standards Board, as adopted by the EU.

IMF: The International Monetary Fund.

IMO DCS: International Maritime Organization’s fuel oil consumption Data Collection System.

IMS: Integrated Management System.

International Group: The 12 P&I associations that comprise the International Group of P&I Clubs.

International Maritime Organization (IMO): The United Nations specialized agency with responsibility for the safety and security of shipping and the prevention of marine and atmospheric pollution by ships.

Income Tax Code or ITC: The Law 4172/2013, as amended and in force.

International Safety Management (ISM): A code adopted by the IMO, setting the international regulatory framework for the management of ships, designed to ensure the safety of vessels and the protection of the marine environment.

International Ship and Port Facility Security Code (ISPS): A code adopted by the IMO, establishing standards for the security of ships and port facilities against unlawful acts.

ISIN: The International Standard Identification Number.

Kamsarmax: A dry bulk carrier vessel with carrying capacity of between 80,000 DWT and 84,000 DWT.

KPIs: Key performance indicators.

Legal Advisor: The law firm under the corporate name “Potamitis Vekris Law Partnership” (Athens Bar Association No.: 80019), with registered address at 11, Omirou Str., 106 72 Athens, tel.: +30-210-3380000.

Legal Due Diligence Letter: The letter of the Legal Advisor, 26.05.2026, addressed to the Listing Advisor which includes the conclusions of the legal due diligence carried out by foreign legal counsels.

LEI: The Legal Entity Identifier.

Listing Advisor or Piraeus Bank S.A. or Piraeus Bank: Piraeus Bank a société anonyme with General Commercial Registry number 157660660000, Tax Registration Number 996763330, headquartered at 4, Amerikis Str., 105 64, Athens, Attica, which is authorized to operate as a credit institution and acts as listing advisor for the listing of the Company’s Common Stock Shares on the Regulated Securities Market of Euronext Athens.

Low Sulfur Marine Gas Oil (LSMGO): A distillate marine fuel with a sulfur content typically capped at 0.1% by weight, compliant with stringent emission standards such as those imposed in Emission Control Areas. LSMGO is a higher-grade, cleaner-burning fuel compared to residual fuels like VLSFO, offering lower particulate and sulfur oxide emissions, but at a materially higher cost, making it primarily used in regulated zones or when operational flexibility and compliance are prioritized.

Management or Managers: The affiliated management companies, Safety Management, Safe Bulkers Management, and Safe Bulkers Management Monaco, which are beneficially owned and controlled by the Company’s Chairman and Chief Executive Officer, Mr. Hajioannou.

Management Agreements: The agreements entered into, from time to time, between the Company and the Managers for the provision of executive officers and management services to vessel-owning Subsidiaries, under which the Managers are responsible for providing technical, administrative and commercial services, including vessel maintenance, crewing, purchasing, shipyard supervision, insurance, assistance with regulatory compliance, financial services and office space.

Maritime Transportation Security Act of 2002 (MTSA): The U.S. Federal Maritime Transportation Security Act of 2002.

Marine Environment Protection Committee (MEPC): The Marine Environment Protection Committee of the IMO, regarding particulate matter, nitrogen oxides and sulphur oxide emissions.

MLC: The Maritime Labor Convention.

MARPOL: The International Convention for the Prevention of Pollution from Ships.

Marshall Islands Business Corporations Act (BCA) or BCA: The Marshall Islands Business Corporations Act, which is the primary legislation governing the formation, registration, and operation of commercial corporations in the Marshall Islands.

Motor Vessel (M/V): A motor-driven cargo vessel powered by an internal combustion engine.

NATO: North Atlantic Treaty Organization.

Net-Zero Framework: A set of international regulatory measures developed by the International Maritime Organization to reduce GHG from ships in line with its 2023 GHG Strategy, comprising (i) a global fuel standard requiring the progressive reduction of the greenhouse gas intensity of marine fuels on a well-to-wake basis, and (ii) a pricing mechanism placing a cost on GHG emissions, as proposed amendments to Annex VI of the MARPOL.

NYSE: The New York Stock Exchange.

Oil Pollution Act (OPA 90): The U.S. Oil Pollution Act of 1990.

P&I: Protection and indemnity.

Panamax: A dry bulk carrier vessel with carrying capacity of between 75,000 DWT and 78,000 DWT.

Post Panamax: A dry bulk carrier vessel with carrying capacity of between 85,000 DWT and 100,000 DWT.

Prevention of Pollution from Ships (MARPOL): The main international convention covering prevention of pollution of the marine environment by ships from operational or accidental causes.

Participants: The D.S.S. participants entitled to access Securities Accounts in accordance with Section I Part I (99) of the Euronext Securities Athens Rulebook.

Preferred Shares: Collectively (a) Shares of 8.00% series C cumulative redeemable perpetual preferred shares of the Company, with $0.01 par value per share, liquidation preference $25.00 per share, and (b) shares of 8.00% series D cumulative redeemable perpetual preferred shares of the Company, with

$0.01 par value per share, liquidation preference $25.00 per share, outstanding as of the date of the Prospectus.

Prospectus: This document relating to the Admission, which has been prepared in accordance with Regulation (EU) 2017/1129, the applicable provisions of Law 4706/2020, as well as Annex 1 and Annex 11 of the Regulation (EU) 2019/980 and Regulation (EU) 2019/979, and has been approved by the Board of Directors of the HCMC.

Prospectus Date or Date of the Prospectus: the date of approval of this Prospectus by the Board of Directors of the HCMC, being the 27.05.2026.

Regulation (EU) 2017/1129: Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as in force.

Regulation (EU) 2019/979: Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 on supplementing Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union with regard to regulatory technical standards on the key financial information included in prospectus summary, the publication and classification of prospectuses, the advertisements for securities, the prospectus supplements as well as the notification portal, and repealing Delegated Regulations (EU) 382/2014 and (EU) 2016/301 of the Commission, as in force.

Regulation (EU) 2019/980: Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union with regard to the form, content, review and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Regulation (EC) 809/2004 of the Commission, as in force.

Right of first refusal: Right of first refusal refers to the Company’s right under the Restrictive Covenant Agreement between the Company and Mr. Hajioannou. Mr. Hajioannou or entities controlled by Mr. Hajionnou, prior to acquiring a drybulk vessel or entry into a drybulk newbuilding contract, must first offer such drybulk vessel or drybulk newbuilding contract to the Company under the same terms and conditions. Such acquisition or order must be first refused by an independent committee of the Board of Directors comprised solely by the independent members, before consummation by Mr. Hajioannou or entities controlled by Mr. Hajionnou.

Rule 144: Rule 144 is a SEC regulation under the Securities Act of 1933 that provides a safe harbor for the resale of restricted and control securities without registration.

Safe Bulkers Management: The company under the corporate name “Safe Bulkers Management Ltd.”, incorporated under the laws of the Republic of Cyprus, with office at 71 Agias Fylaxeos Street and Arch. Makarios III Avenue, 3087 Limassol, Cyprus, beneficially owned and controlled by the Company’s Chairman and Chief Executive Officer, Mr. Polys Hajioannou.

Safe Bulkers Management Monaco: The company under the corporate name “Safe Bulkers Management Monaco Inc.”, incorporated under the laws of the Republic of the Marshall Islands, with office at Apt. D11, Les Acanthes, 6, Avenue des Citronniers MC 98000 Monaco, beneficially owned and controlled by the Company’s Chairman and Chief Executive Officer, Mr. Polys Hajioannou.

Safety Management: The company under the corporate name Safety Management Overseas S.A.”, incorporated under the laws of the Republic of Panama, which maintains a branch office in Greece at 30-32 Leof. Kon/nou Karamanli Avenue, 16673, Voula, Athens, pursuant to the provisions of article 25 of law 27/1975, beneficially owned and controlled by the Company’s Chairman and Chief Executive Officer, Mr. Polys Hajioannou.

Safety of Life at Sea (SOLAS): The IMO Convention for the Safety of Life at Sea.

Scrubbers: Sulfur oxide exhaust gas cleaning systems.

SEC: United States Securities and Exchange Commission.

Securities Account: The securities accounts as defined in Section I Part 1 (52) of the Euronext Securities Athens Rulebook.

Securities Act: The United States Securities Act of 1933, as amended.

Series A Preferred Shares: The Company’s Series A participating preferred shares with par value of U.S.$0.01 per share.

Series C Preferred Shares: The Company’s 8.00% Series C Cumulative Redeemable Perpetual Preferred Shares with par value of U.S.$0.01 per share.

Series D Preferred Shares: The Company’s 8.00% Series D Cumulative Redeemable Perpetual Preferred Shares with par value of U.S.$0.01 per share.

Shareholders Rights Agreement: The Shareholders Rights Agreement dated August 5, 2020 between the Company and Equiniti Trust Company LLC (formerly known as “American Stock Transfer & Trust Company”), as rights agent.

SMS: Safety Management Systems.

SOFR: The USD Secured Overnight Financing Rate.

Subsidiaries: Any legal entity that stands in a parent–subsidiary relationship with the Company, including as a parent undertaking thereof, in accordance with the applicable accounting standards governing the Company.

SOEL: Institute of Certified Public Accountants of Greece.

Statement of Designation: Under Marshall Islands law when the Board of Directors has authority under the Articles of Incorporation to issue a class of shares where the voting powers, designations, preferences and relative participating, optional or other rights, if any, of the qualifications, limitations or restrictions thereof have not been set forth in the Articles of Incorporation, but are provided for in a board resolution, a statement of designation with respect to such class of shares is filed with the Registrar of Corporations of the Republic of the Marshall Islands. Such statement of designation constitutes an amendment of the Articles of Incorporation.

TCE: Time charter equivalent.

U.K.: The United Kingdom.

US, U.S. or United States: The United States of America.

USCG: The US Coast Guard.

USD: United States Dollars.

USTR: The United States Trade Representative.

Very Low Sulfur Fuel Oil or VLSFO: A type of fuel oil with a sulfur content of 0.5% or less by weight.

[The original prospectus includes a Greek language summary in compliance with Greek law. For this filing, the foreign language translation of the summary of the prospectus has been removed. Defined terms in Greek have been omitted.]

B. PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL

General information

This Prospectus relates to the admission to parallel listing for trading of all 101, 826,580 Common Stock Shares on the Main Market of the Regulated Securities Market of the Euronext Athens.

Upon the approval by the Company’s Board of Directors dated April 1,2026 the Company has applied for the parallel listing for trading of all the Common Stock Shares on Euronext Athens. The Company has not applied for the parallel admission of any of its Preferred Shares on Euronext Athens.

The Prospectus has been prepared and distributed in accordance with the provisions of the applicable laws. The Prospectus contains all information, the disclosure of which is required by Regulation (EU) 2017/1129 and the Delegated Regulations (EU) 2019/979 and (EU) 2019/980, as applicable, the applicable provisions of Law 4706/2020 and the implementing relevant decisions of the HCMC. The Prospectus consists of: (a) the Summary, (b) the Risk Factors, (c) the Registration Document and (d) the Securities Note. This Prospectus has been prepared solely in the English language. The summary has been prepared in both English and Greek (See “Summary”).

The Prospectus contains and presents in a clear and comprehensible manner all the information necessary for investors to be able to thoroughly assess the assets, liabilities, financial position, results, and prospects of the Company.

The Listings and Market Operations Committee of Euronext Athens, at its meeting held on 26.05.2026, ascertained that all listing prerequisites are met, according to Article 2(4) of Greek Law 3371/2005 and the Euronext Athens Regulation, regarding the listing of the Common Stock Shares on the Euronext Athens, subject to the approval of the Prospectus by the HCMC.

According to paragraph 4 of section 3.1.4.3 of the Euronext Athens Regulation, the free-float adequacy criterion with respect to the Common Stock Shares is assessed in accordance with the rules of the primary market on which they are listed, i.e. the NYSE, taking into account the aggregate free float across all markets on which the shares are admitted to trading. In any event, the percentage of shares of the same class distributed to the public must be at least ten percent (10%). According to the Company, as of the Date of this Prospectus, the free float of the Company’s Common Stock Shares listed on the NYSE is 52,902,084 Common Stock Shares, or 51.95% of all Common Stock Shares outstanding, which satisfies the initial free-float adequacy requirement under the applicable rules of NYSE and Euronext Athens Regulation.

Approval by the competent authority

The Prospectus has been approved by the decision dated 27.05.2026 of the Board of Directors of the HCMC (address: 3-5 Ippokratous St., Athens, P.C. 10679, tel.: 210 3377100, Website: http://www.hcmc.gr/) as the competent authority pursuant to Regulation (EU) 2017/1129, as amended. The Board of Directors of the HCMC approved this document only because it meets the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129 and such approval shall not be considered as a favorable opinion on the Company and the quality of

the Admission which is the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the Shares.

Persons responsible

The people responsible for drawing up this Prospectus, on behalf of the Company, and responsible for this Prospectus are:

The business address of the above persons is the Company’s principal executive office in Monaco (contact details: Apt. D11 Les Acanthes 6, Avenue des Citronniers, MC 98000 Monaco, tel.: +30 211 1888 400 or +357 25 887 200).

The Company, the members of the Board of Directors¹ of the Company, the natural persons, on behalf of the Company, who were in charge of the preparation of this Prospectus and Piraeus Bank S.A. as the Listing Advisor (4 Amerikis, 105 64 Athens, Greece) are responsible for the contents of the Prospectus. The aforementioned natural and legal persons declare that they have read and agree with the contents of the Prospectus and certify that, having taken all reasonable measures to this end, the information contained in the Prospectus is, to the best of their knowledge, true and accurate and that there are no omissions that would alter its contents, and that it has been prepared in accordance with the provisions of Regulation (EU) 2017/1129, the Delegated Regulations (EU) 2019/979 and (EU) 2019/980 and the applicable provisions of Law 4706/2020, as in force.

The Company, the members of its Board of Directors and the natural persons who were in charge of the preparation the Prospectus are responsible for the financial statements included by reference on the Company’s website (see section 3.24.2 “Documents incorporated by reference”) and the contents of the Prospectus.

The Listing Advisor declares that it meets all the requirements of par. 1I of Article 60 of Law 4706/2020, i.e. is authorised to provide the investment service of underwriting and/or placing of financial instruments without a firm commitment basis in accordance with No. 6 and 7 respectively of Section A of Annex I of Law 4514/2018, as in force.

Experts Reports

For the purposes of preparing the Prospectus, the Law Firm “Potamitis Vekris” has been commissioned by the Listing Advisor to coordinate the legal due diligence of certain companies and other matters of foreign law, in respect of the Company and the Group, by foreign legal counsels of the relevant jurisdictions, namely the Marshall Islands, Cyprus and England as well as by a Greek legal counsel who carried out the legal due diligence review of the Greek office of a management company organised

¹ Regarding the members of the Board of Directors of the Company, see section 3.12 “Administrative, Management and Supervisory Bodies and Senior Management”.

and existing under the laws of Panama. In relation to the legal due diligence involving issues of foreign law delegated to foreign legal counsel, the Legal Advisor assumed responsibility for coordinating the process, ensuring the quality and completeness of the questions submitted to such counsel, and the timely delivery of their outputs. Notwithstanding the above, the Legal Advisor bears no responsibility for the legal accuracy of the judgments or conclusions of the foreign legal counsel, the responsibility for which lies with the latter.

Pursuant to a relevant mandate received from the Listing Advisor, the certified public accountant, Mr. Michail Stergiou (Certified Public Accountants (SOEL) Reg. Number: 45071) from Deloitte performed certain procedures and issued the following reports:

Deloitte Certified Public Accountants S.A. states that, pursuant to the mandate received from the Listing Advisor, its responsibility is limited solely to the above deliverables.

Third-party information

It is noted that the information included in the Prospectus deriving from third-party sources is indicated by a footnote stating the sources of such information, the fact that it has been faithfully reproduced and that the Company is aware and able to confirm, to the best of its knowledge and belief, based on the information published by the third parties, that there are no omissions that would render the reproduced information inaccurate or misleading.

Distribution of this Prospectus

The Prospectus will be available to the investors, in accordance with article 21, par. 2 of Regulation (EU) 2017/1129, as applicable, in electronic form on the following websites:

1    SUMMARY

SECTION A – INTRODUCTION

This Summary should be read as an introduction to the Prospectus. Any decision to invest in the Common Stock Shares should be based on a consideration of the Prospectus as a whole by investors. Investors could lose all or part of the capital invested in the Common Stock Shares. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary, including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in the Common Stock Shares.

The issuer of the Common Stock Shares is Safe Bulkers Inc. whose corporate affairs are governed by the Company’s Articles of Incorporation, its Bylaws and by the Marshall Islands Business Corporations Act, and which has its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, and maintains its principal executive office in Monaco (Apt. D11 Les Acanthes 6, Avenue des Citronniers, MC 98000 Monaco). The Company’s telephone number is +30 2111888400 and its website is https://safebulkers.com/. The Company’s LEI code (Legal Entity Identifier) is 549300V6ZM2HJJYQQO85.

The Common Stock Shares issued by Safe Bulkers are dematerialized, registered shares with voting rights, the nominal amount of which is expressed in U.S. Dollars, and are listed on the New York Stock Exchange under ISIN (International Security Identification Number) MHY7388L1039.

The HCMC is the competent authority to approve this Prospectus (3-5 Ippokratous St., zip code 106 79 Athens, phone number: 210 3377100, http://www.hcmc.gr/). This Prospectus was approved on 27.05.2026.

SECTION B – KEY INFORMATION ON THE ISSUER

B.1 Who is the issuer of the securities?

The legal and commercial name of the issuer is “Safe Bulkers, Inc.”. Safe Bulkers is incorporated and registered in the Republic of the Marshall Islands. The Company was formed on December 11, 2007, under the laws of the Republic of the Marshall Islands under registration number 27394. The Company is to have perpetual existence. The Company’s LEI code (Legal Entity Identifier) is 549300V6ZM2HJJYQQO85.

Safe Bulkers is a global shipping company providing worldwide seaborne transportation solutions in the dry-bulk sector. The Company’s vessels transport major bulks, which include iron ore, coal and grain and minor bulks, which include bauxite, fertilizers and steel products. The Company deploys its vessels on a mix of period time and spot time charters according to its assessment of market conditions.

As of the Date of this Prospectus, the Company’s fleet consists of 45 vessels, two of which are held for sale, 11 of which are eco-ships built after 2014, with superior energy efficiency characteristics compared to pre-2014 designs, and 13 vessels built on 2022 onwards, compliant with the most recent IMO GHG Phase 3 - NOx Tier III regulations.

The Company’s outstanding orderbook, as of the Date of this Prospectus, consists of nine newbuilds compliant with the IMO GHG Phase 3 - NOx Tier III regulations, including two methanol dual fueled, to be delivered, three in 2026, two in 2027, one in 2028 and three in 2029 and following all scheduled deliveries, reaching 33 vessels with improved energy efficiency characteristics. Furthermore, during 2026 and up to the Date of this Prospectus, the Company entered into a recapitulation agreement for the construction of an additional Kamsarmax vessel with scheduled delivery in the first half of 2029 and a recapitulation agreement for the finance lease of a newbuild Capesize vessel commencing in the second half of 2029, upon the scheduled delivery of this vessel. The recapitulation agreements are subject to customary terms, documentation and closing conditions. Upon consummation of the aforementioned recapitulation agreements, the Company’s outstanding orderbook will consist of 11 vessels, two of which are methanol dual-fueled, with scheduled deliveries, three in 2026, two in 2027, one in 2028 and five in 2029.

Major shareholders

As of the Prospectus Date, the Company has issued 101,826,580 Common Stock Shares. The following table sets forth the shareholding structure of the Company’s common stock as at the Prospectus Date:

Source: Company.

(1) Legal entity controlled by Mr. Polys Hajioannou.

Key managing directors

The Company’s Articles of Incorporation and Bylaws provide for a staggered Board of Directors whereby directors are divided into three classes: Class I, Class II and Class III. The term of the Company’s Class I Directors expires in 2027, the term of the Company’s Class II Directors expires in 2028, and the term of the Company’s Class III Directors expires in 2026. At each annual meeting, individuals elected as directors are elected to hold office until the third succeeding annual meeting.

As of the Date of the Prospectus, the Board of Directors comprises the following 11 members:

⁽¹⁾ All members of the Board of Directors have designated the Company’s registered address (Apt. D11 Les Acanthes, 6 Avenue des Citronniers, MC98000, Monaco) as their professional address.

Statutory auditor and reporting accountant

Safe Bulkers’ statutory auditor for the years ended December 31, 2023, 2024 and 2025, was Ms. Analia Kokkoris (Certified Public Accountants (SOEL) Reg. No: 43044) of Deloitte Certified Public Accountants S.A. (Certified Public Accountants (SOEL) Reg. No: E120) (Address: 3a Fragkoklisias & Granikou Street., 151 25, Marousi, Athens, Greece, tel. 210 6781 100).

B.2 What is the key financial information regarding the issuer?

The Prospectus includes consolidated financial information derived from the consolidated financial statements of the Company for the year ended December 31, 2023, 2024 and 2025 which were prepared by the Company in accordance with the US GAAP.

Such financial statements as of December 31, 2023, 2024 and 2025 and for the years then ended have been audited by Deloitte Certified Public Accountants S.A, independent auditors.

The Group

Source: Annual Consolidated Financial Statements

(1) Net debt is calculated by adding “Long-term debt, net” and “Current portion of Long-term debt, net” and subtracting “Cash and cash equivalents”, “Time deposits” and “Restricted cash”.

Source: Annual Consolidated Financial Statements

B.3 What are the key risks that are specific to the issuer?

Risks related to the macroeconomic environment and the global shipping industry

Risks related to the business activities and the sector in which the Group operates

Risks related to the Company’s business activity

Risks related to compliance with regulatory obligations due to the Group’s business activity

Risks related to the Group’s financial condition

Tax Risks

Section C – KEY INFORMATION ON THE SECURITIES

C.1 What are the main features of the securities?

Type, class and ISIN of the securities

The Company’s Common Stock Shares are common, dematerialized, registered, with voting rights, expressed in U.S. Dollars. They are listed and traded on NYSE and, upon Admission, they shall be listed for parallel trading on Euronext Athens, under the symbol “SB” and ISIN (International Security Identification Number) MHY7388L1039.

Currency, denomination, par value, number of securities issued and term of the securities

The Common Stock Shares are denominated in U.S. Dollars. The Common Stock Shares are traded on NYSE in US Dollars and, following Admission, they will be traded on Euronext Athens in Euros. According to the Articles of Incorporation of the Company, the total number of shares that the Company may issue amounts to 200,000,000 common registered voting shares, with a nominal value of 0.001 U.S. Dollars ($0.001) each. As of December 31, 2025 and as of the Date of the Prospectus, 102,259,402 and 101,826,580 Common Stock Shares, respectively, were issued and outstanding. Each outstanding Common Stock Share entitles its holder to one vote on all matters submitted to a vote of shareholders. Trading unit is one (1) Common Stock Share.

All issued Common Stock Shares of the Company are in dematerialized form.

C.2 Rights attached to the securities

Each Common Stock Share has the right to one vote on all matters that are subject to a vote of the holders of Common Stock Shares. Each Common Stock Share holder has the right to receive any dividends declared by the Board of Directors with respect to Common Stock Shares. The amount of such dividends as well as the payment date of such dividends, with respect to Common Stock Shares, is subject to the sole discretion of the Board of Directors. The Company is considered a “publicly-traded company” as its Common Stock Shares along with the outstanding Preferred Shares are listed on a securities exchange. Moreover, the Company’s Articles of Incorporation specifically provide that the Common Stock Shares shall have no preemptive rights. Taking the above into consideration, the Common Stock Shares are not entitled to preemptive rights.

The Common Stock Shares are not subject to any conversion rights.

C.3 Ranking

Subject to preferences that may be applicable to any outstanding Preferred Shares, holders of Common Stock Shares are entitled to receive ratably all dividends, if any, declared by the Company’s Board of Directors out of funds legally available for dividends. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the Company’s assets, after payment in full of all amounts required to be paid to creditors and

to the holders of Preferred Shares having liquidation preferences, if any, the holders of the Common Stock Shares will be entitled to receive pro rata the remaining assets available for distribution.

C.4 Restrictions on free transferability of the securities

The Common Stock Shares are freely transferable, and no restrictions are provided for in the Articles of Incorporation in respect of transfers of Common Stock Shares neither in shareholders’ agreements nor any other agreement to which the Company is a party. Notwithstanding, and without limiting the foregoing, under the Securities Act, resales of securities held by an affiliate of the Company and of securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer, are both subject to the limitations set out under Rule 144, unless such resales are registered with the SEC under the Securities Act or otherwise exempt from registration.

C.5 Dividend policy

The declaration and payment of dividends are at the discretion of the Company’s Board of Directors and subject to applicable provisions of the Marshall Islands Business Corporations Act. There is no assurance that dividends will be paid in the future. Payments depend on the Company’s financial performance, liquidity, capital needs, legal and contractual restrictions, and market conditions. As a holding company, the Company relies on distributions from its subsidiaries, which may be limited by law or contractual obligations. Dividends on Common Stock Shares are subject to the priority of Preferred Shares. The Company declared and paid four quarterly dividends of $0.05 per Common Stock Share and $0.50 per Preferred Share in each of 2023, 2024 and 2025, In February 2026, the Company declared a dividend on the Common Stock Shares of $0.05 per share, which was paid on 18 March 2026 to shareholders of record at the close of trading of the Common Stock Shares on the NYSE on March 2, 2026. Following Admission, holders of Common Stock Shares as at the relevant record date, will be entitled to receive any dividends approved for distribution to the Common Stock Shares. However, past distributions are not indicative of future payments.

C.6 Is there a warranty attached to the securities? Not applicable.

C.7 Where will the securities be traded?

Application has been made for the approval of the admission to parallel listing of the Common Stock Shares on Euronext Athens. The Common Stock Shares are listed and traded on NYSE and are to be listed pursuant to the resolution of the Company’s Board of Directors held on 01.04.2026 on the approval of the Admission, the Company’s Articles of Incorporation and Euronext Athens Regulation, as in force. There is no offer of new Common Stock Shares by the Company nor any offer of existing Common Stock Shares by any of its shareholders. The Listings and Market Operations Committee of Euronext Athens, at its meeting held on 26.05.2026, ascertained that all listing prerequisites are met, according to Article 2(4) of Greek Law 3371/2005 and the Euronext Athens Regulation, regarding the listing of the Common Stock Shares on the Euronext Athens, subject to the approval of the Prospectus by the HCMC.

C.8 What are the key risks that are specific to the securities?

SECTION D – KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR THE ADMISSION TO TRADING ON A REGULATED MARKET

D.1 Under which conditions and timetable can I invest in this security?

General terms and conditions

The Common Stock Shares are expected to be listed on the Main Market of the Regulated Securities Market of the Euronext Athens under the symbol “SB”. No securities of the same class shall be publicly listed or offered for private placement, nor shall securities of other classes be created for public or private placement, simultaneously with the Admission to which the Prospectus refers to.

The opening price on Euronext Athens shall be equal to the closing price of the Common Stock Shares on the NYSE on the trading day immediately preceding the commencement of trading on Euronext Athens, converted from USD to EUR using the EUR/USD reference exchange rate published by the European Central Bank on that same preceding trading day.

Expected Timetable

Set out below is the expected indicative timetable for the admission of the Common Stock Shares to trading on the Main Market of the Regulated Securities Market of the Euronext Athens:

Investors should note that the above timetable is indicative and subject to change, in which case the Company will duly and timely inform the investors pursuant to a public announcement.

Procedure for admission to trading

The Common Stock Shares are currently admitted to trading on NYSE. On 26 May 2026, Euronext Athens approved the admission of the Common Stock Shares to listing for trading on the Main Market of the Regulated Securities Market of Euronext Athens. Shareholders of the Company will be entitled to direct the transfer of their Common Stock Shares into Euronext Securities Athens to be held on their behalf through an authorised Euronext Securities Athens participant from the business day following the Date of the Prospectus, i.e. from 28 May 2026. From 28 May 2026, holders of Common Stock Shares will have the option, subject to establishing a relationship with a suitable broker or other financial intermediary in Greece, to hold their Common Stock Shares via Euronext Securities Athens which will participate as an Investor Central Securities Depositary or “Investor CSD” within DTC via a CSD Link to SIX SIS, with the latter acting as a Global Custodian. Holders of Common Stock Shares who wish to trade their Common Stock Shares on Euronext Athens will need to take steps to have their interests in Common Stock Shares held via Euronext Securities Athens. Trades in Common Stock Shares on Euronext Athens will be settled in book-entry form through the Dematerialised Securities System (DSS) operated by Euronext Securities Athens.

Amount and percentage of immediate dilution resulting from the issue

Since neither new nor existing Common Stock Shares are offered, there is no dilution of the participation of existing shareholders.

Estimate of the total expenses of the admission

There are no proceeds from the Admission. The total expenses for the Admission are estimated to amount to up to €1.3 million². The Company bears the expenses related to the Admission.

D.2 Why is this prospectus being produced?

This Prospectus relates to the admission to parallel listing for trading of the Common Stock Shares on the Main Market of the Regulated Securities Market of Euronext Athens.

The Listing Advisor and each of its affiliates have or are currently engaged in, or may, in the future, from time to time, engage in, commercial banking, investment banking and financial advisory and ancillary activities in the

² Calculated on the basis that 5% of the Common Stock Shares will be traded on Euronext Athens, based on the closing price of the Common Stock Share on NYSE as of 21. May 2026

ordinary course of their business with the Company, Safe Bulkers, members of the Group or any parties related to it, any of them, in respect of which they have and may in the future, receive customary fees and commissions. The Company taking into consideration the relevant declaration of the Listing Advisor based on the criteria of the ESMA guidelines, deems that it does not have any interests or conflicting interests that are material to the Admission.

In addition, Safe Bulkers, Inc., taking into consideration the relevant declarations of the Deloitte and Potamitis Vekris Law Firm, based on the criteria of the ESMA guidelines deems that they do not have any interests or conflicting interests that are material to the Admission.

[The original prospectus includes a Greek language summary in compliance with Greek law, on pages 26 through 32 of the original prospectus. For this filing, the foreign language translation of the summary of the prospectus has been removed.]

2    RISK FACTORS

Any investment in the Common Stock Shares is subject to a number of risks. Shareholders of the Company should carefully consider the risks described below and the other information contained in this Prospectus before making any decision in relation to the Common Stock Shares. Any of the following risks, individually or together, could adversely affect the Company’s and the Group’s business, financial condition and results of operations and, accordingly, the value of the Common Stock Shares.

All statements in this Prospectus that are not statements of either historical fact or current facts are “forward-looking statements”. The disclosure and analysis set forth in this Prospectus includes underlying assumptions, expectations, projections, objectives, goals, intentions and beliefs about future events or performance in a number of places, particularly in relation to the Company’s operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in the Company’s business and the markets in which it operates. These statements are intended as forward-looking statements. In some cases, predictive, future-tense or forward-looking words such as “believe,” “intend,” “anticipate,” “continue,” “possible,” “hope,” “estimate,” “project,” “predict,” “forecast,” “plan,” “target,” “seek,” “potential,” “may,” “might,” “will,” “likely to,” “view,” “would,” “could,” “should” and “expect” and other similar expressions are intended to identify forward-looking statements, which are statements other than statements of historical facts, but are not the exclusive means of identifying such statements. In addition, the Company and its representatives may from time to time make other oral or written statements which are forward-looking statements, including in the Company’s periodic reports that it files with the United Securities and Exchange Commission, other information sent to the Company’s security holders, and other written materials. All forward-looking statements involve risks and uncertainties, and readers should not place undue reliance on them. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within the Company’s control. Actual results may differ materially from expected results. In addition, important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include but are not limited to:

The preceding list is not intended to be an exhaustive list of all the Company’s forward-looking statements. The Company cautions that the forward-looking statements included in this Prospectus represent the Company’s estimates, analyses formed by applying experience and perception of historical trends, current conditions, expected future developments and other factors the Company believes are appropriate in the circumstances and assumptions only as of the date of this annual report and are not intended to give any assurance as to future results. All future written and verbal forward-looking statements attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. Any of these factors or a combination of these factors could materially affect the future results of operations and the ultimate accuracy of the forward looking statements. As a result and in light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur and the Company’s actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements. The Company undertakes no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, contained in this Prospectus, except as required by law, whether as a result of new information, future events or otherwise, a change in the Company’s views or expectations or otherwise. These factors and the other risk factors described in this Prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of the Company’s forward looking statements. Other unknown or unpredictable factors could also cause such discrepancies and

harm the results. New factors emerge from time to time, and it is not possible for the Company to predict all of these factors. Further, the Company cannot assess the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Consequently, there can be no assurance that actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

Shareholders of the Company should note that the risks relating to the Group, its industry and the Common Stock Shares summarised in the section of this Prospectus entitled “Summary Information” are the risks that the Company’s Board of Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Common Stock Shares. However, as the risks which the Group faces relate to events and depend on circumstances that may or may not occur in the future, Shareholders of the Company should consider not only the information on the key risks summarised in the section of this Prospectus entitled “Summary Information” but also, among other things, the additional risks and uncertainties described below.

Global economic prospects for 2026 and 2027 as per the International Monetary Fund’s latest projections in January 2026⁴, indicate a moderate global Gross Domestic Product growth of 3.3% in 2026 and 3.2% in 2027, while inflation is expected to gradually normalize to 3.8% in 2026 and 3.4% by the end of 2027. China’s economy, a major driver of the dry bulk market, is expected to grow at 4.5% in 2026 and 4.0% in 2027, with continued regulatory frameworks focusing on property sector stabilization and domestic consumption growth, while Japan’s projected growth remains modest at 0.7% for 2026 and 0.6% for 2027, supported by monetary policy and structural reforms which the recent bond weakening shock in January 2026, might accelerate. India stands out with robust growth projections of 6.4% both for 2026 and for 2027, driven by infrastructure development and manufacturing sector expansion, though regulatory changes in environmental compliance could impact industrial output. The Group expects that a significant number of the vessels’ port calls will involve the loading or discharging of raw materials in ports in the Asian region, particularly China, Japan and India. As a result, a negative change in economic or regulatory conditions in any Asian country, particularly China, Japan or India, can have a material adverse effect on the Group’s business, financial position and results of operations, as well as the Group’s future prospects, by reducing demand and, as a result, charter rates and affecting the Group’s ability to charter its vessels. If economic growth declines in China, Japan, India and other countries in the Asian region, or if the regulatory environment due to environmental initiatives such as achieving carbon neutrality in these countries changes adversely for the Group’s industry, the Group may face decreases in such drybulk trade and demand.

⁴ https://www.imf.org/-/media/files/publications/weo/2026/january/english/text.pdf

According to the Dry Bulk Shipping Market Overview & Outlook of BIMCO in January 2026 (“BIMCO Jan 2026 DBO”⁵), the dry bulk supply-demand balance will remain stable in 2026 and weaken in 2027. Ship demand is forecast to grow 2-3% in 2026 and 1-2% in 2027, while ship supply is expected to grow 2.5% in 2026 and 3% in 2027. The United States economy is forecast to grow at 2.4% in 2026 and 2.0% in 2027, with inflation expected to stabilize around 2.3%, while the European Union projects growth of 1.3% in 2026 and 1.4% in 2027, supported by recovering domestic demand. A slowdown in the United States economy or the economies of countries within the E.U. will likely adversely affect economic growth in China, Japan, India and other countries in the Asian region. Such an economic downturn in any of these countries could have a material adverse effect on the Group’s business, financial condition and results of operations. In recent years, China has pursued increased economic autonomy and continued reforms toward a market-oriented economy. However, several of these reforms, including pricing limit reforms and regulatory measures, remain evolving, experimental, or subject to reversal. Changes, revisions, or the abolition of such reforms, as well as shifts in China’s political, economic, or social policies, could negatively impact the level of imports into and exports from China. A decline in China’s imports or exports of goods could have a material adverse effect on the Group’s business, as a significant portion of the Group’s dry bulk trade is concentrated on key trade routes from Brazil and Australia to China, making dry bulk trade highly dependent on Chinese import and export activity. Chinese policy shifts regarding the national energy mix represent a material risk to the dry bulk market. Accelerated decarbonization targets, stricter environmental regulations, and increased support for renewable energy and alternative fuels could materially reduce China’s reliance on thermal coal, both through lower imports and constrained domestic production. Given China’s role as the world’s largest coal consumer and a key driver of seaborne dry bulk demand, any abrupt policy-driven adjustment could lead to a meaningful contraction in coal trade volumes, adversely impacting vessel utilization, freight rates, and overall dry bulk market balance. A sustained decline in China’s exports driven by reduced global demand could lead to a slowdown in China’s construction sector, as demand for industrial, commercial, and manufacturing facilities weakens. Such a slowdown could reduce China’s demand for imported iron ore, directly affecting key dry bulk trade flows and may have a material adverse effect on the Group’s business, results of operations, and financial condition.

Furthermore, there is a rising threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness and “trade wars.” Although the United States and China agreed a one-year truce trade agreement in late 2025, there is no assurance that the Chinese economy will not experience a significant contraction in the future. Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through state plans and other measures. Notwithstanding economic reform, the Chinese government may adopt policies that favor domestic shipping companies which may hinder the Group’s ability to compete with them effectively. China has also promoted the construction of railway and highway transportation corridors in Asia, which could reduce the amount of goods transported by sea trade. This could have an adverse impact on the Group charterers’ business, operating results, and financial condition. Moreover, an economic slowdown in the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere.

⁵ https://cyprusshippingnews.com/wp-content/uploads/2026/01/Dry-Bulk-Shipping-Market-Overview-Outlook-January-2026.pdf

The Group conducts most of its operations outside of the U.S. and the Group’s business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where its vessels are employed or registered. Moreover, the Group operates in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current instability in the Middle East, North Africa and other countries and geographic areas, terrorist or other attacks and war or international hostilities. Terrorist attacks and the continuing response of the U.S. and others to these attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial markets and may affect the Group’s business, operating results and financial condition. Continuing conflicts and recent developments in the Middle East and North Africa, the escalation of war between Russia and Ukraine, the trade disruption in the Strait of Hormuz and the Red Sea and the presence of U.S. or other armed forces in Iran, Iraq, Syria, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic and geopolitical instability in the global financial markets. These uncertainties could also adversely affect the Group’s ability to obtain additional financing on terms acceptable to the Group or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. These types of attacks have also affected vessels trading in regions such as the Black Sea, South China Sea and the Gulf of Aden off the coast of Somalia. The IMO’s council sessions, addressed the impacts on shipping and seafarers, as a result of the war in the Black Sea and the Sea of Azov. The IMO called for the need to preserve the integrity of maritime supply chains and the safety and welfare of seafarers and any spillover effects of the military action on global shipping, logistics and supply chains, in particular the impacts on the delivery of commodities and food to developing nations and the impacts on energy supplies. Any of these occurrences could have a material adverse impact on the Group’s operating results, revenues and costs. The war between Russia and Ukraine, which commenced in February 2022 and is still ongoing, has disrupted supply chains and caused instability and significant volatility in the global economy. Much uncertainty remains regarding the global impact of the war in Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase the Group’s costs and adversely affect its business, including the Group’s ability to secure charters and financing on attractive terms, and as a result, adversely affect the Group’s business, financial condition, results of operation and cash flows.

The conflict in the Middle East, which commenced in October 2023, has caused significant political and social unrest in Israel, Gaza, and the surrounding areas. During the conflict, there were growing hostilities along Israel’s northern border with Lebanon (with the Hezbollah terrorist organization) and on other fronts from various extremist groups in the region, such as various rebel militia groups in Syria and Iraq. In addition, the Houthi movement, which controls parts of Yemen, launched attacks on Israeli-controlled or owned ships in the Red Sea, resulting in widespread rerouting of cargo ships and some shipping companies ceasing shipments to Israel. Although a ceasefire between Israel and Hamas took effect in October 2025, there is no assurance that this agreement will be upheld.

The conflict between the United States and Iran, which commenced in March 2026, has resulted in severe and ongoing maritime trade disruption through the Strait of Hormuz, one of the world’s most strategically significant maritime chokepoints, through which a substantial portion of global oil, fertilizers and liquified natural gas exports transit, and has triggered a dramatic and immediate spike, globally, in oil and bunker fuel prices. Shipping companies, which use marine bunker fuels, have been directly affected by these rapid market movements. Iranian forces have taken steps towards restricting access to the Straight and have threatened and carried out attacks on commercial vessels attempting to transit the waterway, causing severe congestion and instability across the Persian Gulf’s shipping lanes and a significant reduction in daily transit traffic. There can be no assurance that the disruption to global shipping lanes will not be prolonged. Moreover, there is no assurance that commercial shipping through the Persian Gulf will resume at pre-conflict levels in the near term as uncertainty remains regarding the duration, geographic scope, and ultimate resolution of the conflict, and it is possible that a prolonged closure of the Strait of Hormuz or a broader regional escalation involving Gulf states could increase the Group’s operating costs, war-risk insurance premiums, bunker fuel and voyage expenses, and could adversely affect the Group’s operations or financial performance.

Military activity and hostilities continue to exist at varying levels of intensity, and the situation in the Middle East remains volatile, with the potential for escalation into a broader regional conflict. While the Group’s vessels currently do not sail in the Red Sea, the Group will continue to monitor the situation to assess whether the trade disruption could have any impact on its operations or financial performance. It is currently not possible to predict the duration or severity of the ongoing conflicts or their effects on the Group’s business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt the Group’s business and operations, interrupt the Group’s sources and availability of supply and hamper its ability to raise additional funds or sell the Company’s securities, among other possible negative effects.

As a result of the war between Russia and Ukraine, Switzerland, the US, the EU, the UK and others have announced unprecedented levels of sanctions and other measures against Russia and certain Russian entities and nationals. Such sanctions against Russia may adversely affect the Group’s business, financial condition, results of operation and cash flows. The ongoing war could result in the imposition of further economic sanctions against Russia, with uncertain impacts on the drybulk market and the world economy. While the Group does not have any Ukrainian, Russian, Israeli or Palestinian crew, its vessels currently do not sail in the Black Sea or the Red Sea and the Group otherwise conducts limited operations in Russia, Ukraine, and Israel, it is possible that the war in Ukraine and the conflicts in the Middle East and the Strait of Hormuz, and Venezuela including any increased shipping costs, disruptions of global shipping routes, any impact on the global supply chain and any impact on current or potential customers caused by these events, could adversely affect the Group’s operations or financial performance.

In October of 2025, the United States Trade Representative put forward significant trade actions under Section 301 of the Trade Act of 1974, with the stated aim of addressing China’s dominance in the maritime, logistics, and shipbuilding industries. These actions had the potential to increase port fees and therefore the overall voyage expenses for ships calling at U.S. ports. These actions generally included a fee targeting Chinese owners and operators for each instance a vessel owned or operated by a Chinese entity enters a U.S. port. In response to the USTR imposed port fees, China imposed retaliatory port fees

on vessels linked to U.S. ownership while exempting Chinese-built vessels. However, on November 1, 2025, as part of broader trade negotiations between the two countries, both U.S. and China port fees have reportedly been suspended for one year. Given the potential magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact. Should the port fees be reimposed in a manner that applies to the Group’s vessels in any material respect, this could significantly reduce the Group’s profitability, negatively impact its ability to compete effectively, and materially and adversely affect the Group’s operations and financial results.

The Group operations expose it to the risk that increased trade protectionism from China, other countries in the Asian region, the United States, the EU, Australia or other nations will adversely affect the Group’s business. If the global recovery is undermined by downside risks and the economic downturn returns, or if the regulatory environment otherwise dictates, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing the demand for shipping. During the last six years trade relations between the U.S and China became increasingly tense. In April 2025, the Trump administration imposed a baseline 10% tariff on imports from all nations importing goods to the United States, with that baseline supplemented in certain cases by additional tariffs that vary by nation, product or industry. Retaliatory tariffs on U.S. goods have been imposed by, among others, China and Canada. On July 28, 2025, the Trump administration announced a trade agreement with the European Union that included a 15% tariff on most imports from the European Union. While tariffs with certain countries have been temporarily reduced or paused, the imposition of tariffs generally has historically led to increased trade and political tensions between the United States and other countries in the international community. The continuation or resumption of such tariffs may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States, the extent, depth and duration and effect of which on the global dry bulk trade cannot be presently assessed. Such an escalation of the trade war could impact the Group’s results of operations, financial condition and cash flows.

During fiscal year 2025, a confluence of factors caused disruptions to international shipping, increasing costs and delaying shipments. Attacks on ships entering the Red Sea en route to the Suez Canal, an important waterway for vessels moving between Asia and the United States, by Houthi rebels in Yemen, forced ships to take longer routes. In 2024, drought conditions materially reduced capacity in the Panama Canal. While operations have largely normalized, residual constraints remain, and future water-level variability and climate-related risks could again limit canal transits. These disruptions could generate new risks to the supply chain and corresponding increases in freight prices, which could have a material adverse effect on the Group’s business, financial condition and results of operations. Furthermore, the world has become more unstable, multi-polarized, multi-lateral, with trade protectionism risks that can

substantially challenge and transform the existing supply chains, which could have a material adverse effect on the Group’s business.

International agreements such as the Paris Agreement, coupled with carbon pricing mechanisms, are expected to limit coal consumption, especially in developed nations. Asia, particularly China and India, has been the dominant driver of global coal demand. Both countries have relied heavily on coal for industrial and energy production needs. Europe and the U.S. have seen a steady decline in coal demand due to the shift to renewable energy sources and cleaner alternatives. While Asian markets, particularly India and Southeast Asian countries, currently demonstrate robust demand growth, this growth may not fully offset future declines in other regions. The shift towards decarbonization as a result of global initiatives, such as the IMO’s recently revised strategy of ambitious decarbonization targets aiming to reach net-zero GHG emissions by or around 2050, may adversely impact coal demand over the next 30 years. According to the world energy outlook released by the International Energy Agency’s, in the last quarter of 2025, global coal demand follows diverging paths across scenarios. In the Current Policies Scenario⁶, coal demand remains broadly stable in the short term, before declining by around 10% by the mid-2030s, and only gradually thereafter, leaving coal demand in 2050 still roughly 20–25% below 2024 levels, reflecting continued reliance on coal in emerging market power generation and industry. Under the Stated Policies Scenario, coal demand peaks before 2030, falling by approximately 20% by 2035 and by around 45% by 2050, driven by accelerating renewables deployment, electrification and fuel switching, particularly in China and advanced economies. In contrast, the Net Zero Emissions by 2050 scenario implies a rapid structural decline as coal demand falls sharply already in the short term, drops by more than 55–60% by the mid-2030s, and is reduced by around 85–90% by 2050, leaving coal confined to a marginal role, largely limited to facilities equipped with carbon capture and a small number of hard-to-abate industrial applications. Nevertheless, fast-growing electricity use and concerns about electricity security underpinned a wave of coal plant approvals in China which gave the green light to almost 100 GW of new coal-fired plants in 2024, and India a further 15 GW, pushing global approvals to their highest level since 2015.

These global trends present material risks to the dry bulk shipping market, impacting freight rates, vessel valuations, and trade routes. Freight rate volatility may become more pronounced as shipowners compete for limited cargoes, leading to reduced profitability and increased margin pressures. Moreover, vessel asset prices may decline as demand softens, negatively affecting the resale value of dry bulk vessels. Prolonged coal demand contraction may also lead to impairment risks for vessel owners, especially those with older, or less energy and fuel efficient fleets, or limited cargo diversification strategies. Reduced export volumes may lead to underutilization of specific port infrastructures and decreased voyage distances, further dampening tonnage demand. The projected decline in global coal

⁶ https://iea.blob.core.windows.net/assets/9753df19-0a71-422a-b725-012c555763b3/WorldEnergyOutlook2025.pdf

demand could materially adversely affect the Group’s business, financial condition, and results of operations.

The projected decline in coal transportation demand may lead to significant depreciation in the value of the Group’s vessels, materially impacting its ability to use its vessels as collateral for loans, resulting in potential covenant breaches under the Group’s future loan agreements, requiring additional capital expenditures to maintain competitiveness, thus reducing its long term flexibility in asset sales and fleet renewal strategies. The Group business depends significantly on the global seaborne transportation of coal, which currently represented a significant part of the Group’s revenues earned and cargoes transferred. The expected downward pressure on freight rates as a result of a potential prolonged global coal demand contraction, could significantly reduce the Group’s operating revenues, impact its ability to service debt obligations and reduce available cash for fleet maintenance and modernization.

In response to the risk of declining global coal demand over the long term period, the Company has prioritized an ESG based strategic pivot, taking into account the capital-intensive nature of maritime assets and the long lead-time of fleet diversification, leading the Company i) to invest heavily in the acquisition of 20, environmentally advanced dry-bulk GHG-EEDI Phase 3 NOx-Tier III compliant newbuilds, including two methanol dual-fueled, ii) to environmentally upgrade investments on its existing fleet, including the application of ultra low friction paints and ducts installations and iii) to implement an upgraded Integrated Management System enhancing operational flexibility and compliance with evolving regulatory standards; all of which will create a competitive advantage compared to peer vessels.

While the Group is implementing strategies to address this risk, there can be no certainty that these measures will be successful in mitigating the impact of declining coal demand on the Group’s business. If the Group fails to effectively respond to these challenges this could have a material adverse effect on the Group’s business, financial condition, and results of operations.

Although the principle “the Polluter pays” is applicable on all environmental based regulations and results in absorption of environmental costs and penalties by the charterers and subsequently by the end users, vessels that fail to adapt with such regulations may face increased environmental costs and penalties, which are related to their energy efficiency and the fuel used.

Delays in the adoption, scaling of production, infrastructure, and supply chain of maritime alternative fuels could hinder the industry’s ability to meet decarbonization targets, which may cause delays in the transition to low-carbon technology. This may create a disadvantage for early movers in their efforts to combat climate change and meet emissions reduction targets. The IMO’s recent decision to postpone the adoption of a Global Fuel Standard under its Net-Zero Framework by one year, within 2026, adds a layer of regulatory uncertainty. The delay increases the risk that the final GFS design, scope, and stringency may be materially revised, leaving shipowners and charterers with limited visibility on future compliance costs, fuel pathways, and fleet investment decisions, and potentially leading to a fragmented

regulatory landscape with uneven impacts across trade routes. The Company is an early mover, having order two methanol dual-fuel Kamsarmax newbuild vessels, able to operate with fossil fuels or alternative low carbon intensity fuels, with scheduled deliveries in the fourth quarter of 2026 and in the first quarter of 2027, targeting to mitigate the risk of increasing environmental costs and penalties during the transition period. Although the Company is undertaking substantial efforts to locate the required fuel quantities, if maritime alternative fuels with low carbon intensity are not timely produced, are produced in insufficient quantities, are not available worldwide where the Group trades, or are more expensive making their use uneconomical, its two dual-fuel Kamsarmax vessels will operate with fossil fuels loosing or limiting their designed operational, environmental and financial advantage.

Moreover, in response to the risk of limited production and availability of maritime alternative fuels, the Company is using various grades of biofuels suitable to compensate the carbon based penalties mechanisms from 2025 until 2030.

While the Group is implementing strategies to address these risks, there can be no certainty that these measures will be successful in mitigating the impact of a potential inability to be supplied with green methanol and biofuels in the Group’s business. If the Group fails failure to effectively respond to these challenges could have a material adverse effect on the Group’s business, financial condition, and results of operations.

The drybulk shipping industry exhibits inherent cyclicality with attendant market volatility fundamentally impacting charter rates, vessel values and profitability. The industry is cyclical in nature due to seasonal fluctuations, market adjustments in supply of and demand for drybulk vessels, global trade pattern shifts, vessel availability imbalances, tariffs and sanctions and trade disruptions. The Group expects this cyclicality and volatility in market rates to persist in the foreseeable future. Accordingly, there can be no assurance that the drybulk charter market will reach in the near future the levels previously experienced, particularly given the current confluence of geopolitical driven risks. The market could experience a downturn as a result of the war between Russia and Ukraine, the conflict in the Middle East, ongoing instability in Venezuela, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, and, the Red Sea trade disruption, or for other reasons such as a public health crisis resembling the Covid-19 and broader geopolitical tensions. Such events may impact the timing, magnitude, and characteristics of traditional market cycles and routes. For example, in 2008, BDI⁷ had reached an all-time high of 11,793, while in 2016, it had reached an all-time low of 290, and the low over the last 5 years was 393 on May 14, 2020 and the high over the last 5 years was 5,650 on October 7, 2021. During 2024 and 2025, BDI remained volatile, reaching an annual low of 976 on December 19, 2024 and an annual high of 2,419 on March 18, 2024, for 2024, and an annual low of 715 on January 30, 2025 and an annual high of 2,845 on December 3, 2025, for 2025. During 2026, BDI reached a low of 1,532 on January 15, 2026 and a high of 3,195 on May 14, 2026, from January 1, up to May 20, 2026.

⁷ https://www.balticexchange.com/en/data-services/market-information0/dry-services.html

The Group charters some of its vessels in the spot charter market for periods up to three months and in the period charter market for longer periods. The spot market is highly competitive and volatile, while period time charter contracts of longer duration provide income at pre-determined rates over more extended periods of time. The Group is exposed to changes in spot charter market each time one of its vessels is completing a previously contracted charter, and the Group may not be able to secure period time charters at profitable levels. Furthermore, the Group may be unable to keep its vessels fully employed. Charter rates available in the market may be insufficient to enable its vessels to be operated profitably. A significant decrease in charter rates would adversely affect the Group’s profitability, cash flows, asset values and ability to pay dividends.

As of the Date of this Prospectus, 17 of the Group’s 45 owned drybulk vessels were deployed or scheduled to be deployed on period time charters of more than three months remaining term. In addition, the Group has entered into agreements for the acquisition of nine GHG-EEDI Phase 3 NOx-Tier III drybulk newbuilds, including two methanol dual-fueled, scheduled to be delivered three in 2026, two in 2027, one in 2028 and three in 2029. Furthermore, the Group has entered into a recapitulation agreement for the construction of an additional Kamsarmax vessel with scheduled delivery in the first half of 2029 and a recapitulation agreement for the finance lease of a newbuild Capesize vessel commencing in the second half of 2029 upon her delivery from the shipyard. The recapitulation agreements are subject to customary terms, documentation and closing conditions. As more vessels become available for employment, the Group may have difficulty entering into multi-year, fixed-rate time charters for its vessels, and as a result, the Group’s cash flows may be subject to volatility in the long-term. The Group may be required to enter into variable rate charters or charters linked to the Baltic Panamax Index or Baltic Capesize Index, as opposed to contracts based on fixed rates, which could result in a decrease in the Group’s cash flows and net income in periods when the market for drybulk shipping is depressed. If low charter rates in the drybulk market prevail during periods when the Group must replace existing charters, it will have an adverse effect on the Group’s revenues, profitability, cash flows and the Group’s ability to comply with the financial covenants in its loan and credit facilities.

The factors affecting the supply and demand for drybulk vessels are outside of the Group’s control and are difficult to predict with confidence. As a result, the nature, timing, direction and degree of changes in industry conditions are also unpredictable.

Factors that influence demand for drybulk vessel capacity include:

Factors that influence the supply of drybulk vessel capacity include:

Factors influencing the supply of and demand for shipping capacity are outside of the Group’s control. As a result, the Group may not be able to correctly assess the nature, timing, direction and degree of changes in industry conditions. The Group anticipates that the future demand for its drybulk vessels and, in turn, drybulk charter rates, will be dependent, among other things, upon economic growth in the world’s economies, any trade restrictions (including tariffs) between economies, any changes in port fee policies, seasonal and regional changes in demand, changes in the capacity of the global drybulk vessel fleet and the sources and supply of drybulk cargo to be transported by sea, the energy and fuel efficiency and age profile of the global dry bulk fleet, industry regulation particularly environmental laws and regulations, that may impose technological and additional regulatory requirements upon the Group vessels. However, new factors may emerge which cannot be foreseen at this time and thus might not be able to adequately prepare for. A decline in demand for commodities transported in drybulk vessels or an increase in supply

of drybulk vessels could cause a significant decline in charter rates, which could materially adversely affect the Group’s business, financial condition and results of operations. There can be no assurance as to the sustainability of future economic growth, if any, due to unexpected demand shocks.

The market supply of drybulk vessels has been increasing in terms of dwt, and the number of drybulk vessels on order as of December 31, 2025 was approximately 14.6% in terms of dwt, for Panamax to Post-Panamax class vessels and 12.5% for Capesize class vessels, as compared to the then-existing global drybulk fleet in terms of dwt, with the majority of new deliveries evenly spread through to 2028. As a result, the drybulk fleet continues to grow at an increased pace despite uncertainty around future environmental regulations. In addition, during periods when there are high expectations for charter market recovery, a large number of orders may be placed in shipyards, resulting in a further increase of newbuild orders and accordingly in the size of the global drybulk fleet. An oversupply of drybulk vessel capacity will likely result in a reduction of charter hire rates. The Group will be exposed to changes in charter rates with respect to its existing fleet and remaining newbuild, depending on the ultimate growth of the global drybulk fleet. If the Group cannot enter into period time charters on acceptable terms, then it may have to secure charters in the spot market, where charter rates are more volatile and revenues are, therefore, less predictable, or may not be able to charter its vessels at all. In the Group’s current fleet, as of the Date of this Prospectus, 28 vessels will be available for employment in the next three months of 2026. If market conditions change or demand for dry bulk vessels declines, an oversupply of dry bulk carrier capacity could lead to prolonged periods of depressed charter rates. A material increase in the net supply of drybulk vessel capacity without corresponding growth in drybulk vessel demand could have a material adverse effect on the Group’s fleet utilization and charter rates generally, and could, accordingly, materially adversely affect the Group’s business, financial condition and results of operations.

The Group’s credit and loan facilities, which are secured by mortgages on its vessels, and the Group’s bond which is unsecured, require the Group to comply with collateral coverage ratios and satisfy certain financial and other covenants, including those that are affected by the market value of the Group’s vessels. The fair market values of drybulk vessels have generally experienced significant volatility within a short period of time and are dependent upon a number of factors. The market value of the Group’s vessels fluctuates depending on a number of factors, including:

The Group is in compliance with its covenants in its credit and loan facilities and the Group’s bond, in effect as of December 31, 2024 and December 31, 2025. If the market value of vessels, or newbuilds upon delivery to the Group, decline, the Group may breach some of the covenants contained in its credit and loan facilities and bond, some of which may require the maintenance of a minimum percentage of fair market value of those vessels securing the facility against 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 dollar market value adjusted net worth. If the Group does breach such covenants and is unable to remedy or the Group’s lenders refuse to waive the relevant breach, the Group’s lenders could accelerate its indebtedness and foreclose on the vessels in the Group’s fleet securing those loan and credit facilities. As a result of cross-default provisions contained in its loan and credit facility agreements and the bond, this could in turn lead to additional defaults under the Group’s financing agreements and the consequent acceleration of the indebtedness under those agreements and the commencement of similar foreclosure proceedings by other lenders and its bondholders. If the Group’s indebtedness was accelerated in full or in part, it would be difficult to refinance the Group’s debt or obtain additional financing on favorable terms or at all. As a result, the Group could lose its vessels if the Group’s lenders foreclose their liens, which would adversely affect its ability to continue its business.

The Group employs its vessels in an intensely competitive dry bulk market that is capital intensive and highly fragmented where the Group faces substantial competition from both established operators and emerging market participants with lower operating costs. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than the Group. Competition for the transportation of drybulk cargo by sea is intense and depends on price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel. Due in part to the highly fragmented market and low barriers to entry, additional competitors with greater resources could enter the drybulk shipping industry and operate larger and more diverse fleets through consolidations or acquisitions, potentially leading to overcapacity and may be able to offer lower charter rates than those that the Group is able to offer, which could erode its market position by existing competitors or new market entrants and could have a material adverse effect on the Group’s fleet utilization and, accordingly, its results of operations.

The Group operates its vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. Seasonality is related to several factors and may result in quarter-to-quarter volatility in the Group’s results of operations, which could affect the amount of dividends, if any, that the Company may pay to its shareholders. This seasonality may result in quarter-to-quarter volatility in the Group’s operating results for vessels trading in the spot market. For example, the market for marine drybulk transportation services and vessel capacity is typically stronger in the fall months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months and the grain export season from North America. Similarly, the market for marine drybulk transportation services is typically stronger in the spring months in anticipation of the South American grain export season due to increased distance traveled by vessels to their end destination known as ton mile effect, as well as increased coal imports in parts of Asia due to additional electricity demand for cooling during the summer months. Demand for marine drybulk transportation services is typically weaker at the beginning of the calendar year and during the summer months. In addition, unpredictable weather patterns during these periods tend to disrupt vessel scheduling and supplies of certain commodities. This seasonality could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group expects to derive a significant part of the Group’s revenues from a limited number of customers. During 2025, one of the Company’s charterers, namely ADM International SARL, accounted for 16.46% of the revenues, with each one accounting for more than 10.0% of total revenues. During 2024, two of the charterers, namely Nippon Yusen Kabushiki Kaisha and Cargill International S.A., accounted for 24.51% of total revenues with each one accounting for more than 10.0% of total revenues. During 2023, two of the charterers, namely Olam International Limited. and Cargill International S.A., accounted for 26.87% of total revenues with each one accounting for more than 10.0% of total revenues. The Group could lose a customer for many different reasons, including:

If the Group loses a key customer, it may be unable to obtain period time charters on comparable terms with charterers of comparable standing or may have increased exposure to the volatile spot market, which is highly competitive and subject to significant price fluctuations. The Group would not receive any

revenues from a vessel while it remained unchartered, but it may be required to pay expenses necessary to maintain the vessel in proper operating condition, insure it and service any indebtedness secured by such vessel. The loss of any of the Group’s key customers, a decline in payments under its charters or the failure of a key customer to perform under its charters could have a material adverse effect on the Group’s business, financial condition and results of operations.

Time-charter contracts provide income at pre-determined rates over short or more extended periods of time. For current information regarding the duration of the Company’s charter agreements, please refer to section 3.4.3.1 “The Company’s Fleet”. However, the process for obtaining new time charters, especially longer term time charters, is highly competitive and generally involves a lengthy, intensive and continuous screening and vetting process and the submission of competitive bids. In addition to the quality, age and suitability of the vessel, longer term shipping contracts tend to be awarded based upon a variety of other factors relating to the vessel operator, including:

As a result of these factors the Group may be unable to expand its relationships with existing customers or obtain new customers for charters on a profitable basis, if at all, therefore, when contracts including the Group’s long-term charters expire, the Group cannot assure you that they will be replaced promptly or at all or at rates sufficient to allow it to operate its business profitably, to meet its obligations, including payment of debt service to the lenders, or to pay dividends. The Group’s ability to renew the charter contracts on its vessels on the expiration or termination of the Group’s current charters, or, on vessels that it may acquire in the future, the charter rates receivable under any replacement charter contracts, will depend upon, among other things, economic conditions in the sectors in which the Group’s vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for the transportation of commodities. During periods of market distress when long-term charters may be renewed at rates at or below operating costs, the Group may not choose to charter its vessels for longer terms particularly if doing so would create an ongoing negative cash flow during the period of the charter. The Group may instead choose to employ its vessels in the spot market for short periods, or in index-linked charters, or be forced to idle its vessels, or lay them up, or scrap them depending on market conditions and outlook at the time those vessels become available for charter.

However, if the Group is successful in employing its vessels under longer-term time charters, the Group’s vessels will not be available for trading in the spot market during an upturn in the market cycle, when

spot trading may be more profitable. If the Group cannot successfully employ the Group’s vessels in profitable charter contracts, its results of operations and operating cash flow could be materially adversely affected.

As of the Date of this Prospectus, the Group intends to continue its fleet renewal strategy having entered into contracts or recapitulation agreements for the acquisition of eleven environmentally advanced Japanese and Chinese dry-bulk GHG-EEDI Phase 3 NOx-Tier III compliant newbuilds, including two methanol dual fueled, scheduled to be delivered three in 2026, two in 2027, one in 2028 and five in 2029. The Group may contract additional newbuild vessels or make selective acquisitions of additional second-hand vessels. The Group’s future growth will primarily depend on the Group’s ability to identify, locate and acquire suitable vessels, including newbuilding slots at shipyards at attractive prices, enlarge its customer base, operate and supervise any newbuilds it may order and obtain required debt or equity financing on acceptable terms.

A delay in the delivery of any such vessel, or the failure of the shipyard to deliver a vessel at all, could cause the Group to breach its obligations under a related charter and could adversely affect its earnings. In addition, the delivery of any of these vessels with substantial defects could have similar consequences.

A shipyard could fail to deliver a newbuild on time or at all because of:

In addition, The Group may seek to terminate or novate a vessel acquisition contract due to market conditions, financing limitations or other reasons. The outcome of contract termination or novation negotiations may require to forego deposits on construction or acquisition, as applicable, and pay additional cancellation fees. In addition, where The Group has already arranged a future charter with respect to the terminated contract. The Group may incur liabilities to such charter counterparty depending on the terms of such charter.

During periods in which charter rates are high, vessel values generally are high as well, and it may be difficult to consummate vessel acquisitions or enter into newbuild contracts at favorable prices. During periods when charter rates are low, the Group may be unable to fund the acquisition of vessels, whether through lending or cash on hand. In addition, the Group may not receive a favorable return on its investments, incur losses therefrom, or its investments may become impaired which could adversely affect the Group’s business, financial condition and results of operations. The Group cannot give any assurance that it will be successful in executing its growth plans, obtain appropriate financing on a timely basis or on terms the Group deems reasonable or acceptable or that it will not incur significant expenses and losses in connection with the Group’s future growth. For these reasons, the Group may be unable to execute its growth plans or avoid significant expenses and losses in connection with its future growth efforts.

In the ordinary course of business, the Group relies on information technology networks and systems to process, transmit, and store electronic information and to manage or support a variety of business processes and activities. The Group’s information systems and networks could become targeted and attacked by individuals or organized groups. The Group’s vessels also rely on information systems for a significant part of their operations, including parts of their navigation, propulsion, power control, communications, provision of services, machinery management, and cargo operations. Safety measures are in place to secure the Group’s vessels and on its on shore operations against cyber-security attacks and disruptions to their information systems. These measures may not adequately detect, prevent and remediate security breaches from constantly evolving and increasingly sophisticated threats and attacks. A cyber attack could materially and adversely affect the Group’s business operations, financial condition, results of operations and cash flows and its reputation. In addition, cyber attacks could lead to potential unauthorized access to the Group’s systems targeting ransomware, data theft, loss and corruption, disclosure of proprietary or confidential information or, personal data. Cyber attacks on the Group’s vessels may also lead to potential unauthorized access to, or service interruptions, denial or manipulation of the navigational systems of the Group’s vessels, which could result in hazardous accidents. There is no assurance that the Group will not experience these service interruptions or cyber attacks in the future. Further, as the methods of cyber attacks continue to evolve, the Group may be required to expend additional resources to continue to modify or enhance its protective measures, or to investigate and remedy any vulnerabilities to cyber attacks. The Group maintains cybersecurity insurance, however, such insurance is subject to coverage limits, exclusions, and deductibles and may not cover all losses or liabilities arising from a cybersecurity incident or the aforementioned risks to the Group’s information technology. A cyber attack could also lead to litigation, fines, other remedial action, heightened regulatory scrutiny and reputational damage. In addition, the Group’s remediation efforts may not be successful, and it may not have adequate insurance to cover these losses. These information technology systems, some of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber attacks, telecommunication failures, user errors or catastrophic events. Risks and vulnerabilities can also arise out of inadequacies in design, integration and/or maintenance of information technology systems, as well as lapses in cyber discipline. Furthermore, as of May 25, 2018, data breaches on personal data, as defined

in the European General Data Protection Regulation, could lead to administrative fines up to €20 million or up to 4% of the total worldwide annual turnover of the company, whichever is greater. The Group’s information technology systems are becoming increasingly integrated, so damage, disruption or shutdown to the system could result in a more widespread impact. If the Group’s information technology systems suffer severe damage, disruption or shutdown, and the Group’s business continuity plans do not effectively become aware, recognize, detect and resolve the issues in a timely manner, its operations could be disrupted and its business and reputation could be negatively affected. The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could severely disrupt the Group’s business continuity and could have a material adverse effect on the Group’s business, results of operations, cash flows and financial condition.

In July 2023, the U.S. Securities and Exchange Commission adopted rules requiring registrants to disclose material cybersecurity incidents on a timely basis, as well as to provide enhanced disclosure regarding cybersecurity risk management, strategy, and governance. Failure to comply with these disclosure requirements may result in SEC enforcement actions, including injunctive relief, monetary penalties, and other sanctions. Compliance with these rules requires the implementation of additional internal controls, monitoring systems, policies, and procedures, which could result in significant incremental costs. Moreover, the disclosure of cybersecurity incidents, whether or not such incidents ultimately result in material financial losses, may increase reputational risk, lead to adverse publicity, and negatively affect investor confidence, which could, in turn, have a material adverse effect on the Group’s business, results of operations, and financial condition. Further, the information technology systems the Group and its vendors use are vulnerable to outages, breakdowns or other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war, and telecommunication and electrical failures. For example, in July 2024, a software update by CrowdStrike Holdings, Inc., a cybersecurity technology company, caused widespread crashes of Windows systems into which it was integrated. Although the Group has not experienced any material impacts as a result of the CrowdStrike Holdings, Inc. software update, it could in the future experience similar third-party software-induced interruptions to its operations, which would adversely affect the Group’s business, results of operations and financial condition.

Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cyber security regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cyber security threats. This might cause other companies to cultivate additional procedures for monitoring cyber security, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is difficult to predict at this time.

The operation of any vessel includes risks such as weather conditions, mechanical failure, collision, fire, contact with floating objects, cargo or property loss or damage and business interruption due to political circumstances in countries, piracy, terrorist and cyber terrorist attacks, armed hostilities and labor strikes. Such occurrences could result in death or injury to persons, loss, damage or destruction of property or environmental damage, delays in the delivery of cargo, loss of revenues from or termination of charter contracts, governmental fines, penalties or restrictions on conducting business, higher insurance rates and damage to the Group’s reputation and customer relationships generally.

The Group may not be adequately insured against all risks and the Group’s insurers may not pay particular claims. With respect to war risks insurance, which the Group usually obtains for certain of its vessels making port calls in designated war zone areas, such insurance may not be obtained prior to one of the Group’s vessels entering into an actual war zone, which could result in that vessel not being insured. Even if the Group’s insurance coverage is adequate to its losses, the Group may not be able to timely obtain a replacement vessel in the event of a loss. Under the terms of the Group’s credit facilities, the Group will be subject to restrictions on the use of any proceeds it may receive from claims under its insurance policies. Furthermore, in the future, the Group may not be able to maintain or obtain adequate insurance coverage at reasonable rates for the Group’s fleet. The Group may also be subject to calls, or premiums, in amounts based not only on the Group’s own claim records but also the claim records of all other members of the protection and indemnity associations through which it receives indemnity insurance coverage for tort liability. The Group’s insurance policies also contain deductibles, limitations and exclusions which, although the Group believes are standard in the shipping industry, may nevertheless increase the Group’s costs in the event of a claim or decrease any recovery in the event of a loss. If the damages from a catastrophic oil spill or other marine disaster exceed the Group’s insurance coverage, the payment of those damages could have a material adverse effect on the Group’s business and could possibly result in the Group’s insolvency.

In general, the Group does not carry loss of hire insurance. Occasionally, the Group may decide to carry loss of hire insurance when its vessels are trading in areas where a history of piracy has been reported. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking or unscheduled repairs due to damage to the vessel. Accordingly, any loss of a vessel or any extended period of vessel off-hire, due to an accident or otherwise, could have a material adverse effect on the Group’s business, financial condition and results of operations.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, Sulu Sea, Celebes Sea, the Gulf of Guinea and the Gulf of Aden off the coast of Somalia. Although the frequency of sea piracy worldwide has generally decreased since 2013, sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia and increasingly in the Sulu Sea and the Gulf of Guinea, and the Strait of Malacca, with drybulk vessels and tankers particularly vulnerable to such attacks. Acts of piracy could result in harm or danger to the crews that man the Group’s vessels. Following attacks on merchant vessels in the region of the Gulf of Aden at the southern end of the Red Sea, there is disruption in the maritime trade towards the Mediterranean Sea through the Suez-Canal. As a result, the Group has diverted its fleet from sailing in this specific region. While the Group’s vessels currently do not sail in the Red Sea, the Group will continue to monitor the situation to assess whether the trade disruption could have any impact on its operations or financial performance.

If these piracy attacks occur in regions in which the Group’s vessels are deployed and insurers characterized as “war risk” zones or Joint War Committee “war and strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including the employment of onboard security guards, could increase in such circumstances. Furthermore, while the Group believes the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire

until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charter party, a claim that the Group would dispute. The Group may not be adequately insured to cover losses from these incidents and from acts of terrorism, piracy, regional conflicts and other armed actions, which could have a material adverse effect on us. In addition, any detention of hijacking as a result of an act of piracy against the Group’s vessels, or an increase in cost, or unavailability, of insurance for the vessels, could have a material adverse impact on the Group’s business, financial condition and earnings.

The operation of a drybulk vessel has certain unique operational and technical risks which include mechanical failure, collision, property loss, cargo loss or damage as well as personal injury, illness and loss of life and could lead to an environmental disaster. Drybulk vessels may develop unexpected mechanical and operational problems due to several reasons including improper maintenance and weather conditions. The Group operates certain of its vessels using VLSFO, some of which, under certain conditions, may cause loss of the vessel’s main engine power with severe results that can lead to collision and loss of a vessel.

Furthermore, the operation of a drybulk vessel may create risks. For example, the cargo itself and its interaction with the vessel may create operational risks as by their nature, drybulk cargoes are often heavy, dense and easily shifted, and they may react badly to water exposure. In addition, drybulk vessels are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures or with steel plate diminution may be more susceptible to hull breach while at sea which may lead to the flooding of the vessel’s holds. If a drybulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel. If the Group’s vessels suffer damage, they will need to be repaired at a drydocking facility for a substantial period and for unpredictable costs, interrupting its cash flow, that may not be fully covered by insurance. Space at drydocking facilities is sometimes limited, and not all drydocking facilities are conveniently located. If the Group does not adequately maintain its vessels or address such operational and technical risks, it may be unable to prevent these events. The total loss or damage of any of the Group’s vessels or cargoes could harm the Group’s reputation as a safe and reliable vessel owner and operator. The occurrence of any of these events could have a material adverse effect on the Group’s business, financial condition and results of operations.

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, or other assets of the relevant vessel-owning company, for unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its

claim by arresting or attaching a vessel through judicial or foreclosure proceedings. The arrest or attachment of one or more of the Group’s vessels, or other assets of the relevant vessel-owning company or companies, could result in default on a charter, breach of covenants in certain of the Group’s credit facilities, interrupt its cash flow and require payment of 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 or controlled by the same owner. Claimants could attempt to assert “sister ship” liability against one vessel in the Group’s fleet for claims relating to another of its vessels.

A government could requisition one or more of the Group’s vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes its owner, while requisition 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 war or emergency, although governments may elect to requisition vessels in other circumstances. Even if the Group were entitled to compensation in the event of a requisition of one or more of its vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of the Group’s vessels may result in breach of covenants in certain of its credit facilities, and could have a material adverse effect on the Group’s business, financial condition and results of operations.

The ability and willingness of each of the Group’s counterparties to perform its obligations under a period time charter agreement will depend on a number of factors that are beyond its control and may include, among other things, general economic conditions, the condition of the drybulk shipping industry and the overall financial condition of the counterparties. If the Group enters into period time charters with charterers when charter rates are high and charter rates subsequently fall significantly, charterers may seek to renegotiate financial terms or may default on their obligations. Additionally, charterers may attempt to bring claims against the Group based on vessel performance or cargo loading or unloading operations, seeking to renegotiate financial terms or avoid payments. Also, the Group’s charterers may experience financial difficulties due to prevailing economic conditions or for other reasons, and as a result may default on their obligations. In past years, the industry experienced numerous incidents of charterers renegotiating their charters or defaulting on their obligations thereunder. In December 2020, the Group agreed to the early termination of an existing charter of a Capesize-class vessel at the request of the charterer which was contractually due to expire in January 2024. In exchange for the early redelivery of the vessel, the charterer paid the Group cash compensation of $8.1 million. The vessel was subsequently deployed under a new period time charter with a different charterer for a duration of 12 to 14 months at a gross daily charter rate linked to the 5 TC Baltic Exchange Capesize Index times 119%. As of the Date of this Prospectus, the Group had not received any additional notice of early redelivery or termination from any of its charters. If a charterer defaults on a charter, the Group will, to the extent commercially reasonable, seek the remedies available to us, which may include arbitration or litigation to enforce the

contract, although such efforts may not be successful. Should a charterer default on a period time charter, the Group may have to enter into a charter at a lower charter rate, which would reduce its revenues. If the Group cannot enter into a new period time charter, it may have to secure a charter in the spot market, where charter rates are volatile and revenues are less predictable. It is also possible that the Group would be unable to secure a charter at all, which would also reduce its revenues, and could have a material adverse effect on the Group’s business, financial condition, results of operations, loan and credit facility covenants and cash flows.

The Group current operating and financial systems may not be adequate as it implements its plan to expand the size of the Group’s fleet, and the Group’s Managers’ attempts to improve those systems may be ineffective. In addition, as the Group expands its fleet, it will have to rely on its Managers to recruit additional seafarers and shoreside administrative and management personnel. The Group’s Managers may not be able to continue to hire suitable employees or a sufficient number of employees as it expands its fleet. If the Group’s Managers’ unaffiliated crewing agents encounter business or financial difficulties, The Group may not be able to adequately staff its vessels. The Group may also have to increase the Group’s customer base to provide continued employment for most of the Group’s new vessels. The number of employees that perform services for the Group and its current operating and financial systems may not be adequate as the Group implements its plan to renew and expand its fleet size in the dry bulk sector, and it may not be able to effectively hire more employees or adequately improve those systems. If the Group is unable to operate the Group’s financial systems, its Managers are unable to operate the Group’s operations systems effectively or identify, recruit, train and retain qualified and suitable employees and crew in sufficient numbers to manage and operate the Group’s growing business and fleet or it is unable to retain key personnel, increase its customer base as the Group expands its fleet, the Group’s performance may be adversely affected.

The Group derives all its revenues exclusively from the Group’s business operations in the drybulk transportation industry, unlike other shipping companies which may have LNG carriers, tankers and container vessels. Since the Group depends exclusively on the transport of drybulk, an adverse market development in the drybulk sector of the transportation industry, such as the reduction of coal trade due to environmental concerns, decrease of iron ore trade due to less demand for steel products, or the disruption of the grains trade due to war in Ukraine could therefore have a stronger impact on the Group’s business, results of operations, cash flows and financial condition, than if it had multiple sources of revenues, lines of businesses or types of assets.

Pursuant to the Company’s Management Agreements, the Managers provide technical, administrative and commercial services (including vessel maintenance, crewing, purchasing, shipyard supervision, insurance, assistance with regulatory compliance, financial services and office space) and the Group’s executive officers. The Group’s operational success depends significantly upon the Managers’ satisfactory performance of these services. The Group’s business would be harmed if the Managers failed to perform these services satisfactorily. In addition, if either of the Management Agreements were to be terminated, expire or if their terms were to be altered, the Group’s business could be adversely affected, as it may not be able to immediately replace such services, and even if replacement services were immediately available, the terms offered could be less favorable than those under the Management Agreements.

The Group’s ability to compete for and enter into charters and to expand its relationships with its existing charterers will depend largely on the Group’s relationship with its Managers and their reputation and relationships in the shipping industry. If the Company’s Managers suffer material damage to their reputation or relationships, it may harm the Group’s ability to:

If the Group’s ability to do any of the things described above is impaired, it could have a material adverse effect on its business, financial condition and results of operations. Although the Group may have rights against its Managers if they default on their obligations, Company’s investors will have no recourse against the Managers. The failure of the Company’s Managers to perform their obligations could materially and adversely affect the Group’s business, results of operations, cash flows, financial condition and ability to pay dividends.

The Company’s Managers are permitted to provide certain management services to affiliates and third parties under the specific restrictions of the Management Agreements. Although the Managers are required to provide preferential treatment to the Group’s vessels with respect to chartering arrangements under the Management Agreements, the Managers’ time and attention may be diverted from the management of the Group’s vessels in such circumstances. Further, the Company will need to seek approval from its lenders to change the Managers.

Pursuant to the Company’s Management Agreements, the Group pays its Managers a daily ship management fee of €950 per vessel and Safe Bulkers Management Monaco an annual ship management fee of €5.0 million for providing commercial, technical and administrative services. In addition, the Group pays its Managers certain commissions and fees with respect to vessel purchases, sales and newbuilds. The management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses, crewing costs, insurance premiums, commissions and certain company administration expenses such as directors’ and officers’ liability insurance, legal and accounting fees and other similar company administration expenses, which are reimbursed or paid by the Group. The management fees are payable whether or not the Group’s vessels are employed, and regardless of the

Group’s profitability, and it has no ability to request from the Managers to reduce the management fees if the Group’s profitability decreases, which could have a material adverse effect on the Group’s business, financial condition and results of operations. The latest expiration date of the Management Agreements with the Company’s Managers is May 2036.

The ability of the Company’s Managers to continue providing services for the Group’s benefit will depend in part on their own financial strength. Circumstances beyond the Group’s control could impair the Managers’ financial strength. Because the Managers are privately held, it is unlikely that information about their financial strength would become public or available to the Company prior to any default by the Managers under the Management Agreements. As a result, the Group may, and its investors might, have little advance warning of problems that affect its Managers, even though those problems could have a material adverse effect on the Group.

The Company’s Chairman and chief executive officer, Polys Hajioannou, controls the Managers (see item 3.17 “RELATED PARTY TRANSACTIONS”). Polys Hajioannou, controls approximately 47.51% of the outstanding Common Stock Shares, as of the Date of this Prospectus (see “Item 3.16 MAJOR SHAREHOLDERS”). These relationships could create conflicts of interest between the Company, on the one hand, and the Managers, on the other hand. These conflicts may arise in connection with the chartering, purchase, sale and operation of the vessels in the Group’s fleet versus vessels owned or chartered-in by other companies affiliated with the Managers or the Company’s chief executive officer. To the extent the Company elects not to exercise the Company’s right of first refusal with respect to any drybulk vessel that may be acquired by companies affiliated with the Company’s chief executive officer, such companies could acquire and operate such drybulk vessels in competition with us. In addition, although under the Management Agreements the Managers will be required to first provide to the Group any chartering opportunities in the drybulk sector, the Managers are not prohibited from giving preferential treatment in other areas of its management to vessels that are beneficially owned by related parties. In addition, under the restrictive covenant arrangements with Mr. Hajioannou and certain entities affiliated with him, he and such entities may own, operate or finance a maximum of eight drybulk vessels on the water at any one time or enter into an unlimited number of contracts with shipyards for newbuild drybulk vessels as part of his estate or family planning. Any such drybulk vessels are not required to be managed by any of the Managers, and Mr. Hajioannou and his related entities are not required to first provide chartering opportunities to the Company with respect to such vessels. Additionally, the Company’s restrictive covenant arrangements permit Mr. Hajioannou to acquire up to a 35% ownership stake in any Minority Invested Business (as defined below) developed from a permitted acquisition, subject to certain requirements, including a commitment that, unless approved by the majority of the Company’s independent directors, no drybulk vessels owned by such Minority Invested Business will be managed by any of the Group Managers or any other person or entity in which Mr. Hajioannou has an ownership interest. These conflicts of interest may have an adverse effect on the Group’s business, financial condition and results of operations.

The Group has entered into various transactions with Mr. Hajioannou, the Group’s Chairman and Chief Executive Officer, and entities controlled by and/or affiliated with Mr. Hajioannou. Before the Group enters into related party transactions, proper evaluations are carried out and an approval by an independent special committee of the Company’s Board of Directors is granted. Nevertheless, it cannot be precluded that third parties may challenge the terms of the Group’s related party transactions, including price, to be on terms that are less favorable to the Group than terms that would have otherwise been agreed upon with unaffiliated third-parties. If a related party transaction is challenged through a shareholder’s derivative action in the Republic of the Marshall Islands and if such challenge is successful in whole or in part, any recovery of damages from an officer, director or third party for breach of a duty owed to the Company in connection with such transaction would be payable to the Company save for reasonable attorney’s fees and expenses that may be awarded by the court to the successful claimant. In addition, the court does have the power to void the transaction. Finally, the Company may have an indemnification obligation running in favor of the relevant directors and officers if the court determines that despite an adjudication of liability but in view of all the circumstances of the action, such person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper. Future transactions with Mr. Hajioannou and entities controlled by and/or affiliated with Mr. Hajioannou may undergo scrutiny by the Company’s shareholders, the media or others and result in a challenge of the terms associated with any such transaction.

The Group’s future success depends, to a significant extent, upon the experience and industry knowledge of the Company’s chief executive officer, Polys Hajioannou, and certain other members of the Company’s senior management and of the Managers. Polys Hajioannou has substantial experience in the drybulk shipping industry and for over 30 years has worked with the Company, the Managers and their predecessor. He and other members of the Company’s senior management and of the Managers manage the Group’s business and their performance is crucial to the execution of its business strategies and to the growth and development of the Group’s business. If these individuals were no longer to be affiliated with the Company or the Managers, or if the Group was to otherwise cease to receive advisory services from them, the Group may be unable to recruit other employees with equivalent talent and experience, and its business and financial condition could suffer. In addition, no assurance can be given that the Group will be able to attract or retain key management personnel and other key employees. The Group does not maintain, and does not intend to maintain, “key man” life insurance on any of the Company’s executive officers.

The Company’s CEO, Polys Hajioannou, and certain entities affiliated with him have entered into restrictive covenant agreements with the Company under which they are precluded from competing with the Company during either (i) with respect to Polys Hajioannou, during the term of his service with the Company as executive and director and for one year thereafter, or (ii) with respect to entities affiliated with Polys Hajioannou, during the term of the Management Agreements and for one year following the termination of the Management Agreements, in each case subject to certain exceptions. Courts generally do not favor the enforcement of such restrictions, particularly when they involve individuals and could be construed as infringing on such individuals’ ability to be employed or to earn a livelihood. The Group’s ability to enforce these restrictions, should it ever become necessary, will depend upon the circumstances that exist at the time enforcement is sought. A court may not enforce the restrictions as written by way of an injunction and the Group may not necessarily be able to establish a case for damages as a result of a violation of the restrictive covenants.

The Company is a holding company and its Subsidiaries, which are all wholly-owned by it, conduct all of the Group’s operations and own all of its operating assets. The Company has no significant assets other than the equity interests in its wholly-owned Subsidiaries and cash and cash equivalents held by it. As a result, the Company’s ability to satisfy its obligations and to make dividend payments depends on its Subsidiaries and their ability to distribute funds to the Company. The ability of a Subsidiary to make these distributions could be affected by a claim or other action by a third party, including a creditor, and the laws of the Republic of Liberia, the Republic of the Marshall Islands where the Company’s vessel-owning Subsidiaries are incorporated, and of the Republic of Cyprus, where one of the Company’s Subsidiaries, the holding company of four vessel-owning Subsidiaries, is incorporated, which regulate the payment of dividends by companies. The Company does not intend to obtain funds from other sources to pay dividends. If the Company is unable to obtain funds from its Subsidiaries, the Company’s Board of Directors may exercise its discretion not to declare or pay dividends. Furthermore, certain of the Group’s outstanding financing arrangements restrict the ability of some of the Subsidiaries to pay the Company dividends under certain circumstances, such as if an event of default exists.

As of the Date of this Prospectus, the average age of the vessels in the Group’s current fleet was 10.5 years and 11 vessels were over 15 years old. In general, demand for vessels over 15 years old may decrease, especially with the increasingly more stringent environmental regulations. Older vessels may become less fuel and energy efficient and will not be as advanced as more recently constructed vessels due to improvements in design and engine technology. Rates for cargo insurance, paid by charterers, also increase with the age of a vessel, making older vessels less desirable to charterers. Newbuild drybulk vessels may be more energy efficient and competition from these newbuilds could adversely affect the tradability and the resale value of the Group’s older vessels. Furthermore, large established charterers with whom the Group is doing business may introduce vessel age trading limitations earlier than the 25-year useful life.

In addition, the cost to maintain a vessel in good operating condition increases with the age of the vessel. Vessels older than 15 years require dry-docking every 2-3 year intervals compared to 5 year intervals up to that age. The required steel renewals which increase considerably the cost of a dry-docking due to steel plate diminution may affect the operating costs mainly after the age of 20 years. Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to the Group’s vessels and may restrict the type of activities in which the Group vessels may engage, which could adversely affect the Group’s ability to operate its vessels profitably. As the Group’s vessels age, market conditions may not justify those expenditures or enable the Group to operate its vessels profitably during the remainder of their useful lives.

The global maritime industry faces unprecedented regulatory changes driven by climate change concerns, resulting in increasingly stringent GHG emissions controls and reporting requirements. These evolving regulations create significant operational, technical, and financial implications for vessel operators and owners. The Group’s business and the operation of its vessels are regulated under international conventions, national, state and local laws and regulations in force in the jurisdictions in which the Group’s vessels operate, as well as in the country or countries of their registration, in relation to potential environmental impacts. Regulations of vessels, particularly environmental regulations have become more stringent, including regulations related to marine pollution and illegal discharge of oily substances to the sea, BWTS implementation, exhaust gas emissions such as NOx, sulfur oxides (“SOx”), particulate matter, etc., as well as GHG emissions such as carbon dioxide (“CO2”), methane (“CH4”), etc. Some of those GHG emission regulations are expected to be further revised and become stricter in the future and associated with Emissions Trading Systems and penalties mechanisms imposed from 2025 onwards by the EU and other regional carbon pricing mechanisms presently developed by the IMO. As a result, significant capital expenditures may be required on the Group’s vessels to keep them in compliance, and as a result the Group may be required to pay increased prices for newbuild and secondhand vessels that meet these requirements.

In addition, the heightened environmental, quality and security concerns of the public, regulators, insurance underwriters, financing sources and charterers may generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements, greater inspection and safety requirements on all vessels in the marine transportation markets and possibly restrictions on the emissions of greenhouse gases from the operation of vessels. These requirements are likely to add incremental costs to the Group’s operations and the failure to comply with these requirements may affect the ability of its vessels to obtain and, possibly, collect on insurance or to obtain the required certificates for entry into the different ports where the Group operates. The Group could also incur material liabilities, including cleanup obligations and claims for natural resources, personal injury and property damages in the event that there is a release of petroleum or other hazardous materials from its vessels or otherwise in connection with the Group’s operations, including the misuse of oily water

separator leading to illegal discharge overboard of oily substances to the sea. Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of the Group’s vessels. Any such actual or alleged environmental laws regulations and policies violation, under negligence, willful misconduct or fault, could result in substantial fines, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect the Group’s business, results of operations or financial condition. In addition, actual or alleged violations could damage the Group’s reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of the Group’s senior management. Events of this nature would have a material adverse effect on the Group’s business, financial condition and results of operations.

A number of countries and the International Maritime Organization (the IMO) have adopted, or are considering the adoption of regulatory frameworks to reduce greenhouse gas emissions due to concern over the risk of climate change. These regulatory measures may include, among others, the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for use of alternative fuels, i.e. fuels with lower CO2 footprint compared to fossil fuels and use of renewable energy. Greenhouse Gas (the GHG) reduction measures adopted, or further additional measures to be adopted by the IMO, EU and other jurisdictions for achieving 2030 goals have imposed and may impose additional operational and financial restrictions, carbon taxes or an emission trading system on less efficient vessels starting from 2023, gradually affecting younger vessels, even newbuilds after 2030, reducing their trade and competitiveness, increasing their environmental compliance costs, imposing additional energy efficiency investments, or even making such vessels obsolete. This or other developments may lead to environmental taxation affecting less energy efficient vessels, reduce their trade and competitiveness and make certain vessels in the Group’s fleet obsolete, which may result in financial impacts on its results of operations that cannot be predicted with certainty at this time. This could have a material adverse effect on the Group’s business, financial condition and results of operations. Given the rapidly evolving nature of climate change regulations and potential future requirements under international agreements, regulatory frameworks, or international treaties and market-based measures to put a price on carbon emissions, the Group could incur additional capital expenditures and may be materially affected to the extent that climate change results in sea level changes or more intense weather events.

Although the Fuel EU Maritime Regulation is already in force, the IMO’s decision to postpone the adoption of a Global Fuel Standard under its Net-Zero Framework by one year adds a layer of regulatory uncertainty. The delay increases the risk that the final Global Fuel Standard design, scope, and stringency may be materially revised, leaving shipowners and charterers with limited visibility on future compliance costs, fuel pathways, and fleet investment decisions, and potentially leading to a fragmented regulatory landscape with uneven impacts across trade routes.

In response to the above GHG environmental regulations, the Group monitors CO2 vessel emissions pursuant to the IMO’s fuel oil consumption Data Collection System and to the European Monitoring, Reporting and Verification Regulation, assessing in parallel the applicability of relevant energy efficiency measures. Furthermore, the Group has pursued a fleet renewal strategy having entered into memoranda

of agreement for the acquisition of 20 in total environmentally advanced dry-bulk Greehouse Gas – Energy Efficiency Design Index Phase 3 – NOx Tier III compliant newbuilds, including two methanol dual fueled, with 12 already been delivered to us, four scheduled to be delivered in the remainder of 2026, two in 2027, one in 2028 and one in 2029.

Determining factors for the useful life and revenue generation capacity of the vessels in the Group’s fleet are efficiency, environmental performance, operational flexibility and technological developments. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Environmental performance is related to IMO vessel classification based on GHG emission standards, environmental taxation and penalties which have been increasingly imposed on the relatively heavier consuming vessels in certain jurisdictions. In addition, speed limitations related to main engine power limitation, which aims to further reduce GHG emissions in the future, make older vessels operationally unattractive. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The duration of a vessel’s useful life is related to its original design and construction, its maintenance, its environmental upgrades and the impact of the stress of operations. New vessels are generally more efficient since they generally consume less fuel and emit less GHG emissions. Therefore, new vessels are advantaged in relation to current and forthcoming regulations in relation to their environmental classification, taxes and penalties and operational performance. New vessels may also be more flexible, may have longer useful lives than the Group’s vessels and may offer superior technological characteristics and improved working conditions for the crew. Competition from such advanced vessels could adversely affect the amount of charter hire payments the Group receives especially for older vessels, the useful life and the resale value of older vessels. Furthermore, the Group may be required to obtain certain permits or authorizations incurring compliance costs for older vessels which could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group is subject to complex laws and regulations, such as international conventions, regulations and treaties, national laws, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. The Group is required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and financial assurances with respect to its operations. In addition, vessel classification societies also impose significant safety and other requirements on the Group’s vessels. Because such conventions, laws, and regulations are often revised, the Group may not be able to predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of its vessels. Compliance with regulations and laws could limit the Group’s ability to do business or increase

the cost of the Group’s doing business, which could have a material adverse effect on the Group’s business, results of operations, cash flows and financial condition and its available cash.

The Group’s industry regulatory environment is becoming exponentially complex and includes regulations of the IMO, the United States, the European Union, China, India, Australia and other countries in which the Group operates. Such regulations include requirements set forth in the IMO’s International Safety Management Code, the International Convention for the Prevention of Pollution from Ships of 1973, the International Ship and Port Facility Security Code, the United States Oil Pollution Act of 1990, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, the U.S. Clean Air Act, the U.S. Clean Water Act, the U.S. Marine Transportation Security Act of 2002 and others. In the foreseeable future the Group expects the trend of increasing regulatory compliance complexity to continue. For example, United States agencies and the IMO’s Maritime Safety Committee have adopted cyber security regulations which require ship owners and managers to incorporate cyber risk management and security into their safety management.

The operation of the Group’s vessels is affected by the requirements set forth in the IMO ISM Code. Under the ISM Code, the Group is required to develop and maintain an extensive Safety Management System that includes the adoption of a safety and environmental protection policy. Failure to comply with the ISM Code may result in increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. For example, the U.S. Coast Guard and E.U. authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and E.U. ports. Currently, each of the vessels in the Group’s current fleet is ISM Code-certified, but the Group may not be able to maintain such certification at all times. If the Group fails to maintain ISM Code certification for the Group’s vessels, it may also breach covenants in certain of the Group’s credit and loan facilities that require that its vessels be ISM Code-certified. If the Group breaches such covenants due to failure to maintain ISM Code certification and is unable to remedy the relevant breach, the Group’s lenders could accelerate its indebtedness and foreclose on the vessels in its fleet securing those credit or loan facilities.

International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of the Group’s vessels, or the contents of its vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines and other penalties against the Group. It is possible that changes to inspection procedures could impose additional financial and legal obligations on the Group. Furthermore, changes to inspection procedures could also impose additional costs and obligations on the Group’s customers and may, in certain cases, render the shipment of certain types of cargo impractical. Any such changes or developments may have a material adverse effect on the Group’s business, financial condition and results of operations. The hull and machinery of every commercial vessel must be certified as safe and seaworthy in accordance with applicable rules and regulations, and accordingly vessels must undergo regular surveys. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable and the Group would be in violation of certain covenants in its credit and loan facilities. This would also negatively impact the Group’s revenues.

RightShip is a global organization providing vetting, safety scoring and GHG rating on equal merits monitored by industry stakeholders. RightShip has lowered its vessel inspection age trigger from 14 to 10 years, with a phased rollout through 1 January 2027. This change, designed to improve safety in the dry bulk sector, subjects older vessels to more frequent inspections, increased scrutiny, and potential safety score downgrades. Vessels that do not undergo a valid Rightship inspection at the relevant age may see their safety score reduced to 2 out of 5, which could limit employment opportunities, reduce charter rates, or restrict access to certain trades, ports, or cargoes. As of the Date of this Prospectus, the Group has 45 vessels in its fleet, two of which are held for sale, with an average age of 10.5 years, with 28 vessels above 10 years, of which 10 vessels above 15 years and one above 20 years. An increased number of the Group’s vessels compared to previous years, particularly those 10 years and above, may face increased maintenance, inspection, and compliance costs to maintain acceptable ratings. As RightShip ratings are widely used by charterers, cargo interests, and terminals, any stricter application of the revised age trigger or further methodology changes could accelerate the economic obsolescence of older dry bulk vessels and have a material adverse effect on the Group’s business, results of operations, cash flows, and financial condition. The Group may incur additional costs to ensure that its vessels maintain satisfactory RightShip ratings or otherwise comply with the standards required by its charterers. Although the Group’s vessels are generally expected to meet these standards, failure of any vessel to do so could limit the Group’s ability to operate that vessel and adversely affect the Group’s results of operations.

Labor market dynamics, evolving maritime regulations, and global workforce challenges, as there is a limited supply of well-qualified and certified crew in the shipping industry, present significant operational and financial risks to the Group’s business, particularly regarding crew recruitment and retention for the officers on board its vessels, and associated costs. Moreover, growth in the global shipping fleet, combined with a constrained supply of qualified seafarers, has increased competition for skilled crew and placed upward pressure on crew costs. Sustained elevated crew costs, or further increases driven by ongoing inflation and rising wage levels, could adversely affect the Group’s results of operations. The international maritime labor landscape is experiencing significant changes, with stringent qualification requirements, and increasing pressure on improved working conditions and compensation packages, all of which could substantially further increase the Group’s crew-related operating expenses as it bears crewing costs under its charters. The growing shortage of qualified seafarers, particularly in senior officer positions, has been amplified by increased global fleet capacity, potentially leading to increased crew turnover rates. In addition, labor disputes or unrest, including work stoppages, strikes and/or work disruptions or increases imposed by collective bargaining agreements covering the majority of the Group’s officers on board its vessels could result in higher personnel costs and increased compensation requirements thus significantly affect the Group’s financial performance. Complex international regulations regarding crew working hours, rest periods, rising crew welfare expectations, including demands for improved internet connectivity and accommodation standards continue to evolve, requiring potential vessel modifications and operational adjustments that could increase the Group’s compliance

costs and impact vessel utilization. Furthermore, while the Group does not have any Ukrainian, Russian, Israeli or Palestinian crew, the Company’s vessels, currently do not sail in the Black Sea or the Red Sea and the Company otherwise conducts limited operations in Russia, Ukraine and the Middle East, the extent to which this will impact the Company’s future results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Changes in labor laws and regulations, collective bargaining negotiations and labor disputes, and potential shortage of crew due to the war between Russia and Ukraine and in the Middle East, could potentially limit the available pool of qualified personnel, increase the Group’s training and compliance costs, and increase crew costs, which may affect the Group’s operating margins, modify its traditional crew sourcing strategies and have a material adverse effect on the Group’s business, results of operations, cash flows, financial condition and ability to pay dividends.

Companies across all industries, including the shipping industry, are facing increased scrutiny relating to their ESG policies. Investor advocacy groups, proxy advisory firms, ESG rating agencies whose assessments can significantly influence investor perceptions and investment decisions, certain institutional investors, investment funds, charterers, lenders and other market participants are increasingly focused on corporate governance, climate change, sustainable energy practices, reduction of carbon footprint and promote ESG practices. Financial institutions, including banks, lessors, and institutional investors, are increasingly incorporating ESG metrics, criteria and performance standards into their lending, evaluation processes and investment decisions, potentially affecting the Group’s access to and cost of capital. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or the stock price of such a company could be materially and adversely affected. As a result, the Group may be required to implement more stringent ESG procedures or standards so that it continues to have access to capital and the Group’s existing and future investors and lenders remain invested in the Group and make further investments.

Over the past few years, the Company made publicly available the Company’s/the Group’s annual sustainability report where it presents the Group’s environmental, social and governance strategy for the future, as well as the impact of the Group’s operations and business on society and the environment. Additionally, in November 2023, the Group announced the formation of an environmental, social and governance board committee (“ESG Committee”) consisting of six board members, four of whom are independent directors. The President of the Company has been assigned to lead the management team on ESG matters and report to the ESG Committee which is led by an independent director. The ESG Committee reviews the Company’s ESG performance and ensures governance oversight, by the Board of Directors, of the ESG strategy and implementation, consistent with the priorities outlined in the Company’s annual sustainability report, reflecting the heightened focus needed for the Company’s comprehensive ESG strategy.

Furthermore, the Group may be subject to evolving sustainability-related reporting requirements and regulations in the European Union, the United States and other jurisdictions, which may increase the Group’s compliance costs and affect its operations. In the EU, the Corporate Sustainability Reporting Directive requires certain companies to report sustainability and ESG information in their management reports, including a “double materiality” analysis of both impacts on the environment and the climate-related risks to their business. Most recently on 24 February 2026, the EC formally adopted Directive (EU) 2026/470 (the “Omnibus Directive”), introducing significant amendments to the CSRD framework and narrowing significantly its scope. Under the rules introduced by the new Omnibus Directive, mandatory sustainability reporting will apply only to EU entities with more than 1,000 employees and over €450 million in annual net turnover, as well as to non-EU entities with over €450 million in EU turnover and their EU subsidiaries or branches generating more than €200 million in the EU. Reporting requirements will be significantly simplified, and sector-specific reporting will be voluntary. Furthermore, due diligence obligations under the Corporate Sustainability Due Diligence Directive (CSDDD), will become applicable from 26 July 2029 - with the exception of the measures necessary to comply with Article 16 of the CSDDD (sustainability reporting on matters covered by the CSDDD), which Member States shall apply for financial years starting on or after January 1, 2030 - applying only to EU entities with over 5,000 employees and more than €1.5 billion in net worldwide turnover, and to non-EU entities meeting the same EU turnover threshold. Further significant modifications are made to the CSDDD, through the Omnibus Directive, including: (i) a revised due diligence approach focused primarily on direct (tier 1) business partners rather than the full value chain; (ii) removal of the obligation to “put into effect” climate transition plans (companies need only adopt them); (iii) removal of the EU-wide harmonized civil liability regime, with liability governed by national law; and (iv) financial penalties for non-compliance capped at 3% of net worldwide turnover. According to the new rules of CSRD and CSDDD as introduced by the Omnibus Directive, the Group may be required to implement processes to gather data, conduct materiality assessments, and prepare CSRD-compliant reports, which could be time-consuming and costly.

Similarly, in the U.S., the SEC has issued rules requiring public companies to disclose extensive climate-related information, including GHG emissions. These rules are currently subject to legal challenges and a stay, but if upheld, they would require to enhance and standardize climate-related disclosures and as an accelerated filer, to provide the enhanced climate-related disclosures in the Company’s/the Group’s annual reports as well as disclosure of Scope 1 and Scope 2 GHG emissions if they are material, including an independent attestation report, and as such compliance may require significant expenditures. In addition, the evolving nature of ESG reporting, voluntary standards, and disclosure requirements, together with emerging anti-ESG and anti-diversity, equity, and inclusion policies in the U.S., may result in additional compliance obligations, investigations, enforcement actions, or reputational harm. Actions that are viewed positively by some stakeholders may be criticized by others, potentially affecting the Group’s ability to attract capital, and compete effectively. These factors could materially and adversely affect the Group’s business, results of operations, cash flows, and financial condition.

However, in light of increased focus on ESG matters, there can be no certainty that the Group will manage to successfully meet society’s expectations as to its proper role. The Group cannot assure that the Company’s ESG policies and practices will meet the evolving standards and expectations of its stakeholders. Any failure or perceived failure by the Group in this regard could have a material adverse effect on the Group’s reputation and on the Group’s business, financial condition, or results of operations, including the sustainability of the Group’s business over time, as well as the Company’s share price.

The Group operates in a number of countries throughout the world, including countries known to have a reputation for corruption. The Group is committed to doing business in accordance with applicable anti-corruption laws and has adopted policies consistent and in full compliance with the FCPA and anti-bribery legislation in other jurisdictions. The Group is subject, however, to the risk that, the Group’s affiliated entities or the Group’s or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation and failure to comply with the FCPA and other anti-corruption laws could result in substantial fines, sanctions, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, charter terminations and might adversely affect the Group’s business, results of operations or financial condition. In addition, actual or alleged violations could damage the Group’s reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of the Group’s senior management. Moreover, the dynamic and complex nature of international sanctions regimes creates significant compliance challenges in maritime operations. The Group cannot provide absolute assurance that its vessels or customers will not inadvertently engage in transactions without the Group’s knowledge or consent, potentially exposing it to sanctions violations, which could result in significant monetary penalties, reputational damage, adverse effects on the Group’s business relationships, restrictions on its ability to secure financing and vessel seizures or detentions which could have a material adverse effect on the Group’s business, financial condition, results of operations and cash flows.

The United States, the European Union, the United Nations and other governments and their agencies impose sanctions and embargoes on certain countries and maintain lists of countries, individuals or entities they consider to be state sponsors of terrorism, involved in prohibited development of certain weapons or engaged in human rights violations. From time to time, vessels in the Group’s fleet have called and/or may call on ports located in countries identified by the United States government as state sponsors of terrorism and subject to United States economic sanctions. From January 1, 2022 through December 31, 2022, no vessels in the Group’s fleet made any calls on ports in Iran out of a total of 690 calls made on worldwide ports. From January 1, 2023 through December 31, 2023, no vessels in the Group fleet made any calls on ports in Iran out of a total of 809 calls made on worldwide ports. From January 1, 2024 through December 31, 2024, no vessels in the Group’s fleet made any calls on ports in Iran out of a total of 842 calls made on worldwide ports. From January 1, 2025 through December 31, 2025, no vessels in the Group’s fleet made any calls on ports in Iran out of a total of 830 calls made on worldwide ports. Iran is identified by the United States government as a state sponsor of terrorism. The Group will continue to monitor the economic sanctions in Syria following the recent collapse of Bashar al-Assad’s regime. Although these designations and controls do not prevent the Group’s vessels from making calls on ports in these countries, potential investors could view such port calls negatively, which

could adversely affect the Group’s reputation and the market for the Common Stock Shares. Investor perception of the value of the Common Stock Shares may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

The Group’s policy is for its vessels to avoid making calls on ports in Iran unless the charterer represents that the cargo is not in contravention with any E.U., U.S. or United Nation sanctions and the export of such cargo has been authorized by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

If the Group’s vessels call on ports located in countries that are subject to sanctions and embargoes imposed by the U.S. or other governments, it could adversely affect its reputation and the market for the Company’s shares. From time to time, on charterers’ instructions, the Group vessels may call on ports located in countries subject to certain sanctions and embargoes identified as state sponsors of terrorism. Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In addition, charterers and other parties that the Group has previously entered into contracts with regarding its vessels may be affiliated with persons or entities that are now or may become the subject of sanctions imposed by the U.S. government, the E.U. and/or other international bodies. If the Group determines that such sanctions require it to terminate existing or future contracts to which the Company, or the Group’s subsidiaries, are party or if the Group is found to be in violation of such sanctions, it may suffer reputational harm and its results of operations may be adversely affected. Although the Group believes that it has been in compliance with all applicable sanctions and embargo laws and regulations, and intends to maintain such compliance, there can be no assurance that the Group will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretation. Any such violation could result in fines, penalties or other sanctions that could severely impact the Group’s ability to access U.S. capital markets and conduct its business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in the Company’s securities. For example, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. Additionally, some investors may decide to divest their interest, or not to invest, in the Company simply because the Group does business with companies that do business in sanctioned countries. The determination by these investors not to invest in, or to divest, the Company’s shares may adversely affect the price at which the Company’s shares trade. Moreover, the Group’s charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve the Group or its vessels, and those violations could in turn result in liability for the Company or negatively affect the Group’s reputation. In addition, the Group’s reputation and the market for the Company’s securities may be adversely affected if the Group engages in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third-parties that are unrelated to those countries or entities controlled by their governments.

The Company’s corporate affairs are governed by the Company’s Articles of Incorporation, its Bylaws and by the Marshall Islands Business Corporations Act (BCA). The provisions of the BCA resemble provisions

of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. The rights of shareholders of companies incorporated in the Republic of the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States. While the BCA provides that it is to be interpreted according to the non-statutory laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Republic of the Marshall Islands and the Company cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts. Thus, you may have more difficulty in protecting your interests in the face of actions by the Company’s management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction which has developed a more substantial body of case law in the corporate law area. Additionally, the Republic of the Marshall Islands does not have a legal provision for bankruptcy or a general statutory mechanism for insolvency proceedings. As such, any bankruptcy action involving the Company would have to be initiated outside of the Marshall Islands, and the Company’s shareholders and creditors may experience delays in their ability to recover their claims after any such insolvency or bankruptcy.

Furthermore, the rights of shareholders of companies incorporated in the Republic of the Marshall Islands may differ in certain respects from the rights that would typically be enjoyed by shareholders of a Greek company under Greek law. For more information on the rights of the holders of Common Stock Shares please see Section 4.2.4 “Description of the rights attached to the Common Stock Shares”.

The Company is incorporated under the laws of the Republic of the Marshall Islands and maintains a principal executive office in Monaco. In addition, a majority of the Company’s directors and officers are or will be non-residents of Greece and all of the Group’s assets and a substantial portion of the assets of these non-residents are located outside of Greece. Furthermore, Greek courts may not have jurisdiction in relation to any disputes about company law matters, including minority protection, and/or capital markets matters. You may also have difficulty enforcing, both within and outside of Greece, judgments you may obtain in Greek courts against the Company or these persons in any action.

The nature of the Group’s business exposes it to the risk of lawsuits for damages or penalties relating to, among other things, personal injury, property casualty and environmental contamination. From time to time, the Group may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. The Group expects that these claims would be covered by insurance, subject to customary deductibles. However, such claims, even if lacking merit, defending against them could result in the expenditure of significant financial and managerial resources.

Under some jurisdictions, vessels used for the conveyance of illegal drugs could subject the vessels to forfeiture to the government of such jurisdiction. Vessels in the Group’s fleet may call in ports in South America and other areas where smugglers, during vessel operations, and without the Group’s knowledge, may attempt to hide drugs and other contraband on those vessels, with or without the knowledge of crew members. To the extent the Group’s vessels are found with contraband, whether inside or attached to the hull of its vessels and whether with or without the knowledge of any member of the vessels’ crew, the Group may face governmental or other regulatory claims, restrictions or penalties which could have an adverse effect on the Group’s reputation, business, results of operations, cash flows and financial condition.

The Group’s global operations increase both the number and the level of complexity of U.S. or foreign laws and regulations applicable to it. These laws and regulations include international labor laws; U.S. laws such as the FCPA and other laws and regulations established by the Office of Foreign Assets Control; local laws such as the U.K. Bribery Act 2010; data privacy requirements like the European General Data Protection Regulation, enforceable as of May 25, 2018; and the E.U.-U.S. Privacy Shield Framework, adopted by the European Commission on July 12, 2016. The Group may inadvertently breach some provisions of those laws and regulations which could result in cease of business activities, criminal sanctions against it, the Group’s officers or its employees, fines and materially damage the Group’s reputation. In addition, detecting, investigating and resolving such cases of actual or alleged violations may be expensive and time consuming for the Company’s senior management.

The Marshall Islands has enacted economic substance legislation with which the Company and its Subsidiaries may be required to comply. While the Company currently believes that the Group is in compliance with applicable economic substance requirements, such requirements are subject to change, reinterpretation, and evolving enforcement practices. In addition, changes to the Group’s business, operating profile, or group structure could result in unanticipated noncompliance. Any failure to comply with applicable economic substance laws or related reporting obligations could result in the imposition of fines, financial or administrative penalties, enhanced monitoring or audits, spontaneous exchange of information with foreign tax authorities, or other regulatory actions, including, in certain circumstances, the striking off or dissolution of a non-compliant entity. The occurrence of any of the foregoing could disrupt the Group’s operations and could have a material adverse effect on its business, financial condition, cash flows, and results of operations.

In addition, the Council of the European Union periodically assesses jurisdictions based on tax transparency, fair taxation, governance, and the existence of real economic activity, and may classify

jurisdictions as cooperative, under observation (“gray list”), or non-cooperative (“blacklist”). As of October 17, 2023, the Republic of the Marshall Islands has been designated as a cooperative jurisdiction for tax purposes. However, the Company cannot predict whether the Marshall Islands may be reclassified in the future, how quickly EU authorities would respond to any legislative or regulatory developments in the Marshall Islands or other relevant jurisdictions, or how EU financial institutions, lenders, charterers, insurers, or other counterparties would react during any period in which the Company or its subsidiaries remain organized in jurisdictions that are classified as non-cooperative. If the Marshall Islands were to be included on the EU list of non-cooperative jurisdictions in the future, and if defensive measures, sanctions, or other tax, financial, or regulatory restrictions were adopted by one or more EU Member States, or if additional economic substance requirements were imposed or enforced by the Marshall Islands, the Group’s access to financing, commercial relationships, operational flexibility, and overall business could be adversely affected, which could have a material adverse effect on the Group’s business, financial condition, and results of operations.

The Group’s review for impairment of the Group’s vessels on a quarterly basis and whenever events or changes in circumstances indicate that the carrying amount of the vessels may not be recoverable. Such indicators include declines in the fair market value of vessels, decreases in market charter rates, vessel sale and purchase considerations, fleet utilization, environmental and other regulatory changes in the drybulk shipping industry or changes in business plans or overall market conditions that may adversely affect cash flows. The Group’s access to additional funds may be affected or the Group may be required to record an impairment charge in its consolidated financial statements with respect to its vessels and any such impairment charge resulting from a decline in the market value of the vessels or a decrease in charter rates may have a material adverse effect on the Group’s business, financial condition and results of operations. The Group’s financial results may be similarly affected in the future if it records an impairment charge or sells vessels at a loss before recording an impairment adjustment. Conversely, if vessel values are increased at a time when the Group wishes to acquire additional newbuild or secondhand vessels, the cost of such investments may increase thus preventing the Group from proceeding with such investments, and this could adversely affect the Group’s business, results of operations, cash flow and financial condition.

As of the Date of this Prospectus, the Group has 45 vessels in its fleet, two of which are held for sale, with an average age of 10.5 years, with 28 vessels above 10 years, of which 10 vessels above 15 years and one above 20 years. Unless the Group maintains cash reserves for vessel replacement, it may be unable to replace the vessels in its fleet upon the expiration of their useful lives. The Group estimates the useful life of the Group’s vessels to be 25 years from the date built. Changes in environmental and other regulations and technological advances may limit the useful lives of vessels, decrease their resale or residual value or their utilization and profitability during the remainder of their useful lives. The Group’s

cash flows and income are dependent on the revenues it is earning by chartering its vessels to customers. If the Group is unable to replace the vessels in its fleet upon the expiration of their useful lives, the Group’s business, financial condition and results of operations will be materially adversely affected. Any reserves set aside for vessel replacement would not be available for other cash needs or dividends.

Although capital markets have improved since 2008, when banks and other financial institutions active in the shipping industry became increasingly unwilling to provide credit, the shipping industry remains negatively affected by the scarcity of credit and the cost of financing has increased. 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 other things, the limited financing for vessels. Financing institutions have increased interest rate margins or even ceased funding for certain shipping companies. Furthermore, vessels older than 15 years old may not be financed by banks and other financial institutions at all and the widespread loan covenant defaults, bankruptcy declaration by certain vessel operators, vessel owners, shipyards and charterers has limited the availability of financing for new vessels or refinancing for existing debt agreements. Any deterioration of the global banking markets may decrease the availability of financing or refinancing on acceptable terms when needed, and the Group may be unable to meet its debt obligations as they become due. Any adverse developments in relation to trade wars, the war between Russia and Ukraine, the conflict in the Middle East, or ongoing instability in Venezuela may affect credit markets globally and increase volatility of global economic conditions which could impede the Group’s results of operations and financial condition.

Global financial markets and economic conditions have been volatile. Future financing and investing activities may involve refinancing of certain existing debt near or upon maturity and the financing of future fleet replacement and expansion. The Group’s ability to refinance existing indebtedness, or to access the capital markets for future offerings may be limited by its financial condition at the time of any such financing or offering, including the actual or perceived credit quality of the Group’s charterers and the market value of its fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial markets and contingencies and uncertainties that are beyond the Group’s control. The Group may face liquidity issues if conditions in the dry bulk market worsen for a prolonged period and result in failing to comply with the terms of the Group’s debt agreements which could adversely affect its business. A significant reduction in cash generated from operations, or the loss of access to existing or new financing sources, could materially and adversely affect the Group’s ability to meet its obligations and sustain operations. To the extent that the Group is unable to enter into new credit facilities and obtain such additional secured indebtedness on terms acceptable to us, it will need to find alternative financing. In addition, the Group may also be liable for other damages for breach of contract. A failure to satisfy the Group’s financial commitments could result

in the acceleration of its indebtedness and foreclosure on its vessels. Such events, if they occurred, would adversely affect the Group’s business, financial condition and results of operations.

The loans under the Group’s credit facilities and sale and leaseback financings are generally advanced at a floating rate based on SOFR plus a margin, which is volatile and can affect the amount of interest payable on its debt, and which, in turn, could have an adverse effect on the Group’s earnings and cash flow. Between 2022 and 2023, three-month SOFR increased from 0.05% to 5.38% and between 2024 and 2025 three-month SOFR decreased from 5.38% to 3.719%. In order to manage the Group’s exposure to changes in the general level of interest rates and market interest rate fluctuations, the Group may, from time to time, use interest rate derivatives to effectively fix certain of its floating rate debt obligations. As of the Date of this Prospectus, the Group has entered into derivative contracts to economically hedge its exposure to interest rate risk, and the Group may enter into additional derivative contracts in the future. The Group effectively hedged the interest rate exposure of 12% of its loans outstanding as of December 31, 2025, which bear interest at SOFR. The Group’s financial condition could be materially adversely affected at any time that it has not entered into interest rate hedging arrangements to hedge its exposure to the interest rates applicable to the Group’s credit facilities and any other financing arrangements it may enter into in the future. Moreover, entering into hedging arrangements is inherently risky and even if the Group has entered into such arrangements, its hedging strategies may not be effective and it may incur substantial losses. The use of interest rate derivatives may affect the Group’s results through mark to market valuation of these derivatives, while adverse movements in interest rate derivatives may require the Group to post cash as collateral for margin calls, which may affect the Group’s liquidity.

The Group generates substantially all of its revenues in U.S. dollars, but in 2025 the Group incurred approximately 21.8% of its vessel operating expenses in currencies other than the U.S. dollar, of which 55.9% was denominated in Euros. In addition, the Group incurred the majority of its management fees in Euros, and this will continue in the future. In February 2022, one of the Group’s subsidiaries issued a non-amortising unsecured bond in the amount of €100,000,000, which is listed in Euronext Athens (the “Bond”). The Bond is guaranteed by the Company and pays a coupon of 2.95% on a semi-annual basis. It matures in February 2027 and may be redeemed at the subsidiary’s option in part or in full after February 2024, subject to the payment of a premium ranging from 1.5% to 0.5% of the redeemed amount depending on the timing of the redemption. As of the Date of this Prospectus, the Group had entered into arrangements to counterbalance the currency risk arising from the Bond redemption for 75% of the outstanding amount, while it had not entered into any arrangements to counterbalance the currency risk arising from the coupon payments. As of December 31, 2025, all of the Group’s secured indebtedness, as

well as the amounts due under the contracts for the acquisition of the newbuild vessels currently in its orderbook, were denominated in U.S. dollars. The Group has historically entered into shipbuilding contracts and purchases of vessels whereby part of the contract price was payable in Japanese yen and Singapore dollars. Also, new credit facilities and financing agreements, purchase of vessels or newbuild contracts may be denominated in or permit conversion into currencies other than the U.S. dollar. The use of different currencies could lead to fluctuations in the Group’s net income due to changes in the value of the U.S. dollar relative to other currencies, in particular the Euro and the Japanese yen. The Group has only partially hedged its overall currency exposure, and, as a result, the Group’s results of operations and financial condition, denominated in U.S. dollars, and the Company’s ability to pay dividends, could suffer.

The world economy is facing a number of challenges related to geopolitical tensions such as the Ukraine-Russia war, the Israeli-Gaza strip war, the disruption of trade in the Red Sea and others, which could lead to further large scale disruptions in the supply chains, energy and commodity markets and subsequently to a high inflation environment. Global economic prospects for 2026 and 2027 as per the IMF latest projections⁸ indicate a gradual normalization of inflation from an estimated 6.8% in 2023 (annual average), 5.8% in 2024 to 4.1% in 2025, 3.8% in 2026 and 3.4% in 2027, as forecasted in the January 2026 World Economic Outlook of the International Monetary Fund. Between 2022 and 2023, three-month SOFR⁹ increased from 0.05% to 5.38% and between 2024 and 2025, three-month SOFR decreased from 5.38% to 3.71%. Between 2022 and 2023, the European Central Bank¹⁰ raised interest rates from 0% to 4.5% and between 2024 and 2025, implemented a rate cut from 4.5% to 2.15%, responding to declining inflation and moderating economic growth in the Eurozone as economic activity remained subdued, aiming to support growth and ensure price stability. It is difficult to predict the future of interest rates, but changes in interest rates by both central banks could lead to subpar economic growth. These rate changes have significantly impacted borrowing costs and influenced global financial markets, particularly affecting shipping finance and vessel valuations.

As a result, global economic conditions and global financial markets have been, and continue to be, volatile and certain countries may face recession and uncertainty surrounding the potential for continued economic growth, which could lead to reduced demand for transportation of dry-bulk commodities and reduced charter rates. Global growth is projected to remain resilient at an estimated rate of 3.3% in 2026 and 3.2% for 2027, according to recent forecasts from the International Monetary Fund January 2026¹¹ World Economic Outlook forecast.

Concerns over geopolitical issues including the perception of a fragile truce in the trade war and acts of war in multiple regions, including Russia, Iran, North Korea, Ukraine, Israel, Palestine and Syria, have

⁹ https://www.newyorkfed.org/markets/reference-rates/sofr-averages-and-index

¹⁰ https://data.ecb.europa.eu/key-figures/ecb-interest-rates-and-exchange-rates/key-ecb-interest-rates

¹¹ January 2026 World Economic Outlook of the International Monetary Fund.pdf

contributed to increased volatility and potentially tighter economic conditions introducing new layers of uncertainty and disrupting the global economy through their impact on financial markets. Tighter monetary conditions and lower growth expectation or recession as a result of the inflationary environment could potentially affect the financial and debt stability. The Group cannot predict how long the current global inflationary conditions and high interest rates will last or whether central banks may decide to further reduce rates in 2026. Persistent industry-wide inflationary pressures and higher for longer interest rates may affect the shipping industry in general and dry-bulk shipping specifically and could adversely affect the Group’s business and financial results by reducing its revenue due to low freight market conditions, increasing the costs of financing, loan and credit facilities, the cost of the Group’s operating expenses including its crew cost and overall indebtedness, which could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group has substantial indebtedness and as of December 31, 2025, it had $548.6 million outstanding under the Group’s credit facilities and financing agreements.

The Group’s existing credit facilities and financing agreements impose, and any future credit facility and financing agreement will impose, operating and financial restrictions on us. These restrictions generally limit the Group’s ability to, among other things:

Therefore, the Group may need to seek permission from its lenders in order to engage in some corporate actions. The Group’s lenders’ interests may be different from ours, and the Group cannot guarantee that it will be able to obtain its lenders’ permission when needed. This may limit the Company’s ability to pay dividends to its shareholders, finance the Group’s future operations or pursue business opportunities.

Certain of the Group’s existing credit facilities require its subsidiaries to maintain financial ratios and satisfy financial covenants. Depending on the credit facility, certain of the Group’s subsidiaries are subject to financial ratios and covenants requiring that these subsidiaries:

Depending on the facility, these financial covenants include the following as of the Date of the Prospectus:

Non-compliance with these covenants, whether due to market downturns, operational challenges, or financial underperformance, could constitute a breach of the terms of the Group’s financing arrangements and could lead to defaults under its secured credit facilities. In such cases, the Group lenders may exercise their rights to accelerate the maturity of its outstanding debt obligations, demanding immediate repayment of the principal and any accrued interest. Failure to satisfy these repayment demands could result in the enforcement of security interests by the lenders, including foreclosure on the vessels securing the Group’s credit facilities. Foreclosure on the Group’s vessels would significantly impair its ability to generate revenue, disrupt its operations, and diminish the Group’s asset base. Additionally, the loss of key vessels could undermine the Group’s market position, negatively affect customer relationships, and hinder its ability to secure future charter contracts. As a result, such enforcement actions could materially and adversely impact the Group’s financial condition, operational performance, and overall business stability, potentially leading to long-term financial distress or insolvency.

In March 2022, the Company declared and paid a cash dividend of $0.05 per share of Common Stock Shares and has since declared and paid quarterly consecutive cash dividends, each of $0.05 per share of Common Stock Shares. The declaration and payment of future dividends, if any, will always be subject to the discretion of the Board of Directors of the Company. There is no guarantee that the Company’s Board of Directors will determine to pay cash dividends in the future. The timing and amount of any dividends declared will depend on, among other things: (i) the Company’s earnings, fleet employment profile, financial condition and cash requirements and available sources of liquidity; (ii) decisions in relation to the Company’s growth, fleet renewal and leverage strategies; iii) provisions of Marshall Islands, Liberian and Cyprus law governing the payment of dividends; (iv) restrictive covenants in the Company’s existing and future debt instruments; and (v) global economic and financial conditions. Therefore, the Company might not continue paying dividends on its Common Stock Shares in the future.

There may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends based upon, among other things:

The Group may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that the Company has available for distribution as dividends, if any. The Group’s growth and fleet renewal strategies contemplate that it will finance the acquisition of tis contracted newbuilds or selective acquisitions of second-hand vessels through a combination of cash on hand, the Group’s operating cash flow and debt financing or equity financing. If financing is not available to the Group on acceptable terms, the Company’s Board of Directors may decide to finance or refinance such acquisitions with a greater percentage of cash from operations to the extent available, which would reduce or even eliminate the amount of cash available for the payment of dividends. The Group may also enter into other agreements that will restrict its ability to pay dividends.

The Group’s financing arrangements impose a number of restrictions on the Company’s ability to pay dividends, and it may not be able to pay dividends even though it has an established dividend policy. Under the terms of certain of the Group’s existing credit facilities, The Group is not permitted to pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend. The Group expects that any future credit facilities will also have restrictions on the

payment of dividends. In addition, cash dividends on the Common Stock Shares are subject to the priority of dividends on the 804,950 outstanding Series C Preferred Shares and 3,195,050 outstanding Series D Preferred Shares as of December 31, 2025.

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where the Group vessel-owning subsidiaries are incorporated, as well as the laws of the Republic of Cyprus, where a subsidiary of the Company is incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. The laws of the Republic of Cyprus, further prohibit the distribution of dividends of a public company, when, on the closing date of the last financial year, the net assets are below the total of the subscribed capital and the reserves, the distribution of which the law or the articles do not allow. Such prohibition is not applicable in case of reduction of the subscribed capital. The Company’s subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees the Group has entered into with respect to certain of its subsidiaries’ existing credit and loan facilities, they are subject to financial and other covenants, which may limit the Company’s ability to pay dividends. The Group also may not have sufficient surplus or net profits in the future to pay dividends.

The amount of cash the Group generates from its operations may differ materially from the Group’s net income or loss for the period, which will be affected by non-cash items. The Group may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. As a result of these and the other factors mentioned above, the Company may pay dividends during periods when the Group records losses and may not pay dividends during periods when the Group records net income.

Under United States tax rules, 50% of the Company’s gross income attributable to shipping that begins or ends in the United States may be subject to a 4% United States federal income tax (without allowance for deductions). The amount of this income may fluctuate, and the Company may not qualify for any exemption from this United States tax. Many of the group’s charters contain provisions that obligate the charterers to reimburse it for this 4% United States tax. To the extent the Group is not reimbursed by its charterers, the 4% United States tax will decrease the Company’s cash that is available for dividends.

The Company is an international company that conducts business throughout the world. Tax laws and regulations are highly complex and subject to interpretation. A non-United States corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (a) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (b) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the

active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” United States holders in a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. In particular, United States holders who are individuals would not be eligible for preferential tax rates otherwise applicable to qualified dividends.

A “United States holder” is a beneficial owner of Common Stock Shares, who is, for U.S. federal income tax purposes, either (i) an individual citizen or resident of the United States, or (ii) a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia, or (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of that trust or it has a valid election in effect under Treasury Regulations to be treated as a United States person.

Based on the Group’s current operations and anticipated future operations, the composition of its income and assets, and the value of its assets, the Company believes that it is more likely than not that it was not a PFIC for the most recently ended taxable year and expects that it is more likely than not that it will not be a PFIC for its current taxable year or in the foreseeable future. In this regard, the Company intends to treat gross income the Company derives or is deemed to derive from the Group’s period time chartering activities as services income, rather than rental income. Accordingly, the Company does not expect the Group’s income from the Group’s period time chartering activities to constitute “passive income,” and the Company does not expect the assets it owns and operates in connection with the production of that income to constitute passive assets.

There are legal uncertainties involved in this determination. In Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit held that, contrary to the position of the United States Internal Revenue Service, or the “IRS,” in that case, and for purposes of a different set of rules under the Internal Revenue Code, income received under a period time charter of vessels should be treated as rental income rather than services income. If the reasoning of the Fifth Circuit in this case were extended to the PFIC context, the gross income the Company derives or is deemed to derive from the Group’s period time chartering activities would be treated as rental income, and the Company would probably be a PFIC. The IRS has stated that it disagrees with the holding in Tidewater and has specified that income from period time charters should be treated as services income. However, the IRS’ statement with respect to the Tidewater decision was an administrative action that cannot be relied upon or otherwise cited as precedent by taxpayers. In light of these authorities, the IRS or a United States court may not accept the position that it is not a PFIC, and there is a risk that the IRS or a United States court could determine that the Company is a PFIC. Moreover, because a determination of whether a company is a PFIC must be made annually after the end of each taxable year and the Company’s PFIC status for each taxable year will depend on facts, including the composition of the Group’s income and assets and the value of its assets (which may be determined in part by reference to the market value of the Common Stock Shares and Preferred Shares) at such time, there can be no assurance that the Company will not be a PFIC for the current or any future taxable year. The Company may constitute a PFIC for a future taxable year if there are to be changes in its assets, income or operations.

If the IRS were to find that the Company is or has been a PFIC for any taxable year, the Company’s U.S. Holders would face adverse United States tax consequences. You are a “U.S. Holder” if you are a beneficial owner of the Company’s stock and you are, for U.S. federal income tax purposes: (i) an individual citizen

or resident of the United States, (ii) a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons (as defined under the Code) have the authority to control all substantial decisions of that trust or (B) it has a valid election in effect under Treasury Regulations to be treated as a United States person (as defined under the Code).

As of the Date of the Prospectus, Polys Hajioannou controls approximately 47.51%, of the Company’s outstanding Common Stock Shares. Polys Hajioannou is the largest shareholder of the Company and is able to significantly influence the outcome of the matters on which the Company’s shareholders are entitled to vote, including the election of the Company’s entire Board of Directors and other significant corporate actions including mergers, sales of assets or other similar transactions. The interests of Polys Hajioannou, in some circumstances, may be different from yours.

The Company is a “foreign private issuer” within the rules promulgated under the Exchange Act. Under the NYSE listing rules, a foreign private issuer may elect to comply with the practice of its home country and to not comply with certain NYSE corporate governance requirements, including the requirements that (a) a majority of the Board of Directors consist of independent directors, (b) a nominating and corporate governance committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (c) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (d) an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken and (e) the obligation to obtain shareholder approval in connection with certain issuances of authorized stock or the approval of, and material revisions to, equity compensation plans. Moreover, the Company is not required to comply with certain requirements of the SEC that domestic issuers are required to comply with, including (a) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K, (b) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (c) the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information and (d) the sections of the Exchange Act establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months). Therefore, you will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements or SEC requirements.

For example, in reliance on the foreign private issuer exemption to the NYSE listing rules, a majority of the Company’s Board of Directors may not consist of independent directors; the Company’s board’s approach may therefore be different from that of a board with a majority of independent directors, and as a result, the management oversight of the Company may be more limited than if the Company were subject to the NYSE listing rules. Because of these exemptions, investors are not afforded the same protections or information generally available to investors holding shares in public companies organized in the U.S.

The Company qualifies as a third country issuer under Law 3556/2007, and on this basis, is permitted to rely on certain exemptions from periodic reporting and other disclosure obligations and requirements that apply to domestic issuers listed on the regulated market of Euronext Athens. While these exemptions reduce the Company’s regulatory burden and provide flexibility in complying with its primary listing obligations, they may result in a lower level of transparency, less frequent or less detailed financial and operational disclosure, and differences in governance practices compared to Greek-incorporated issuers. Consequently, investors may have access to less information or information that is not fully comparable to that provided by domestic issuers, which could affect their ability to make informed investment decisions. In addition, the Company’s reliance on such exemptions may reduce the level of investor protection typically afforded under Greek capital markets laws.

The Company may issue additional Common Stock Shares in the future and the Company’s shareholders may elect to sell large numbers of shares held by them from time to time, subject to applicable restrictions and limitations imposed by the securities laws. Mr. Polys Hajioannou, and his controlled entities holding the Company’s Common Stock Shares, hold in aggregate 47.51 per cent of the Company’s issued share capital.

Between April 2011 and December 2016, the Company issued Common Stock Shares through public offerings and private placements with gross proceeds of approximately $146.8 million. In April 2017, the Company completed an exchange offer (the “Exchange Offer”) for its Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per share (“Series B Preferred Shares”), in which the Company issued an additional 2,212,508 Common Stock Shares to holders of Series B Preferred Shares who tendered such preferred shares in the Exchange Offer.

In 2020 and 2021, the Company sold its Common Stock Shares through an at the market offering program (“ATM”), which was terminated by the Company on May 8, 2023. In August 2024, the Company filed a Registration Statement on Form F-3 with the SEC. While the Company does not presently have an ATM program, the Board of Directors could adopt an ATM program in the future dependent upon market conditions.

In November 2018, one of the Company’s subsidiaries entered into a memorandum of agreement with an unaffiliated seller to acquire a Japanese-built, dry-bulk Post-Panamax class resale newbuild vessel. The Company had the option to finance up to 50% of the purchase price of the vessel through the issuance

of the Company’s Common Stock Shares to the seller. In November 2018, November 2019 and April 2020, the Company exercised the Company’s option and issued 1,441,048, 3,963,964 and 2,951,699 Company’s Common Stock Shares respectively to the seller, to finance the first installment of $3.3 million, the second installment of $6.6 million and part of the third installment of $3.3 million, respectively of the purchase price of the vessel.

Sales of a substantial number of the Company’s Common Stock Shares in the public market, whether by the Company or by its significant shareholders such as Mr. Polys Hajioannou and/or his controlled entities, or the perception that these sales could occur, may depress the market price for the Company’s Common Stock Shares. These sales could also impair the Company’s ability to raise additional capital through the sale of its equity securities in the future.

The Company’s existing shareholders may also experience significant dilution in the future as a result of any future offering by the Company.

The Company has also entered into a registration rights agreement in connection with its initial public offering with Vorini Holdings Inc., one of the Company’s principal shareholders, pursuant to which the Company has granted it and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require the Company to register under the Securities Act of 1933, as amended (the “Securities Act”), the Company’s Common Stock Shares held by them. Under the registration rights agreement, Vorini Holdings Inc. and certain of its transferees have the right to request the Company to register the sale of shares held by them on their behalf and may require the Company to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, those persons have the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us. Registration of such shares under the Securities Act would, except for shares purchased by affiliates, result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration.

In 2020 and 2021, the Company sold its Common Stock Shares through an at the market offering program (“ATM”), which was terminated by the Company on May 8, 2023. In August 2024, the Company filed a Registration Statement on Form F-3 with the SEC. While the Company does not presently have an ATM program, the Company’s Board of Directors could adopt an ATM program in the future dependent upon market conditions.

Subject to certain limitations in a typical sales agreement for an ATM program and compliance with applicable law, the Company would have the discretion to deliver notices to the sales agent at any time throughout the term of the sales agreement. The number of shares that would be sold by the sales agent after delivering a notice would fluctuate based on the market price of the Common Stock Shares during the sales period and limits the Company sets with the sales agent. Because the sales of the shares offered hereby would be made directly into the market or in negotiated transactions, the prices which the Company up sells these shares will vary and these variations may be significant. Purchasers of the shares the Company sells, as well as its existing shareholders, would experience significant dilution if the Company sells shares at prices significantly below the price at which they invested. Furthermore, all of the Company’s Common Stock Shares sold in the potential offering would be freely tradable without restriction or further registration under the Securities Act. As a result of this potential offering, a

substantial number of the Company’s Common Stock Shares may be sold in the public market or may cause the perception that these sales could occur, either of which may cause the market price of the Company’s Common Stock Shares to decline. If the Board of Directors did approve a new ATM Program and the Company issued new shares under such program, this could make it more difficult for you to sell your Common Stock Shares at a time and price that you deem appropriate and could impair the Company’s ability to raise capital through the sale of additional equity securities.

The Company may, from time to time, repurchase Common Stock or Preferred Shares in the open market, in privately negotiated transactions or otherwise, depending upon several factors, including market and business conditions, the trading price of the Company’s Common Stock Shares and other investment opportunities. The repurchase programs may be limited, suspended or discontinued at any time without prior notice. In June 2019, the Company announced a share repurchase program under which it could, from time to time, purchase up to 5,000,000 Common Stock Shares in the aggregate on the open market. In March 2020, the Company expanded such share repurchase program to provide for the repurchase of additional 1,500,000 Common Stock Shares on the open market. In March 2020, the Company announced a preferred share repurchase program under which it could, from time to time, purchase up to 100,000 shares of each of its Series C Preferred Shares and Series D Preferred Shares on the open market. Additionally, in March 2022, the Company issued a notice of redemption of 1,492,554 of the outstanding Series C Preferred Shares. The redemption was completed on April 29, 2022, at a redemption price of $25.00 per Series C Preferred Share in the amount of $37.3 million plus all accumulated and unpaid dividends to, but excluding, the redemption date, of $0.7 million. Following the redemption, there were 804,950 Series C Preferred Shares outstanding, as of December 31, 2022, as of December 31, 2023, as of December 31, 2024 and as of December 31, 2025. In June 2022, the Company authorized a program under which it could, from time to time, purchase up to 5,000,000 Common Stock Shares in the aggregate on the open market. In March 2023, the Company expanded such share repurchase program to provide for the repurchase of additional 5,000,000 Common Stock Shares on the open market, up to a total of 10,000,000 Common Stock Shares, all of which had been repurchased and canceled. In May 2023, the Company authorized a program under which it could, from time to time, purchase up to 5,000,000 of Common Stock Shares in the aggregate on the open market. In July 2023, the Company terminated the program, having repurchased and canceled an amount of 139,891 Common Stock Shares. In November 2023, the Company authorized an additional repurchase program for up to 5,000,000 Common Stock Shares. In April 2024, the Company terminated the program, having repurchased and canceled an amount of 4,860,953 Common Stock Shares. In November 2024, the Company authorized an additional repurchase program for up to 5,000,000 Common Stock Shares. In December 2024, the Company terminated the program, having repurchased and canceled an amount of 1,488,690 Common Stock Shares. In February 2025, the Company authorized a repurchase program for up to 3,000,000 Common Stock Shares, all of which had been repurchased and canceled. In December 2025, the Company authorized an additional repurchase program for up to 10,000,000 Common Stock Shares. The program supersedes any prior repurchase program of the Company. As of the Date of this Prospectus, the Company had repurchased and cancelled an amount of 515,469 Common Stock Shares under the repurchase program.

The Company’s Common Stock Shares and Preferred Shares trade on the NYSE and the Company has applied for a parallel listing of its Common Stock Shares on Euronext Athens. The Company cannot assure you that an active and liquid public market for its Common Stock Shares will continue, which would likely have a negative effect on the price of its Common Stock Shares, as applicable, and impair your ability to sell or purchase its Common Stock Shares as applicable, when you wish to do so.

If the Company’s Common Stock Shares falls below the continued listing standard of $1.00 per share or otherwise fails to satisfy any of the NYSE continued listing requirements, and if the Company is unable to cure such deficiency during any subsequent cure period, the Company’s Common Stock Shares could be delisted from the NYSE.

Furthermore, Euronext Athens shall delist a share if it receives a request to this effect from the HCMC.

If the Company’s Common Stock Shares ultimately were to be delisted for any reason, it could face significant material adverse consequences, including:

Euronext Athens may delete a financial instrument when it no longer complies with the rules of the regulated market and the continuation of the Issuer’s business is rendered irreversible or smooth trading is not ensured or permanently threatened, unless such deletion could significantly harm the interests of investors or the orderly functioning of the market, in accordance with the provisions of article 52, Law 4514/2018:

Furthermore, Euronext Athens is less liquid than certain other major stock markets in Europe and the United States. As a result, the trading prices of the Company’s Common Stock Shares may be more volatile and, in the absence of an active public trading market, an investor may be unable to liquidate. In

2025, the average daily value on the Euronext Athens was €218.8 million¹² compared to €139.8 million in 2024. On May 11, 2026, the total value of all shares listed on the Euronext Athens amounted to approximately €164.7 billion (vs. €146.2 billion on December 31, 2025)¹³.

The Company has in effect a shareholders’ rights plan pursuant to the Shareholders Rights Agreement that is intended to enable all shareholders to realize the long-term value of their investment in the Company and to protect against any person or group from gaining control of the Company through coercive or otherwise unfair takeover tactics. The shareholders’ rights plan is not intended to deter offers that are fair and otherwise in the best interests of the Company’s shareholders. In connection with the Company’s adoption of the shareholders rights plan pursuant to the Shareholders Rights Agreement, the Company granted one right for each outstanding Common Stock Share that entitles its holder to purchase from the Company a unit consisting of one-thousandth of a Series A Preferred Share at a purchase price of $5.20 per unit, subject to specified adjustments (the “Right”). The Rights will be exercisable on the earlier of (i) 10 days following the first public announcement that a person or group of affiliated or associated persons or an “acquiring person” has acquired or obtained the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock; or (ii) 10 business days following the start of a tender or exchange offer that would result, if closed, in a person becoming an “acquiring person”, i.e. any person who beneficially owns 10% or more of the Company’s outstanding Common Stock, subject to exceptions, including for Polys Hajioannou and Nicolaos Hadjioannou, as set out further below, (other than a tender or exchange offer by the Company, any subsidiary of the Company, any employee benefit plan of the Company or its subsidiary, or by certain exempt persons, such as Polys Hajioannou and Nicolaos Hadjioannou). Shares owned by Polys Hajioannou, the Company’s Chairman and Chief Executive Officer, or Nicolaos Hadjioannou and entities controlled by and/or affiliated or associated with them or members of their respective families are not subject to the restrictions of shareholders rights plan.

The Rights also become exercisable if a person or group that already beneficially owns 10% or more of the Company’s Common Stock Shares (other than one or more of the excluded persons described above) acquires any additional Company’s Common Stock Shares without the approval of the Board of Directors. If the Rights become exercisable, all Rights holders (other than the person or group triggering the Rights) will be entitled to acquire one-thousandth of a Series A Preferred Share for each Common Stock Share as aforesaid. The Rights may substantially dilute the stock ownership of a person or group attempting to take over the Company without the approval of the Company’s Board of Directors, and the rights plan could make it more difficult for a third-party to acquire the Company or a significant percentage of its Common Stock Shares, without first negotiating with the Board of Directors.

For further information please see Section 3.23.1 “SHARE CAPITAL”, “Shareholders’ rights plan”.

¹² https://athens.euronext.com/sites/default/files/2026-03/2026_02_18_ATHEX_FY2025_Financial_results_PR_%CE%95%CE%9D.pdf

¹³ Euronext Athens Daily Official List of Trading Activity (https://athens.euronext.com/el/taxonomy/term/1184)

Several provisions of the Company’s Articles of Incorporation and Bylaws could make it difficult for its shareholders to change the composition of the Board of Directors in any one year, preventing them from changing the composition of the Company’s management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. These provisions:

Pursuant to the Company’s shareholders rights plan any person that attempts to acquire the Company without the approval of the Board of Directors may have their shareholdings substantially diluted.

Each Manager may terminate the applicable Management Agreement prior to the end of its term if there is a change in directors after which at least one of the members of the Board of Directors is not a Continuing Director. In the event that any Management Agreement is terminated, the Company shall pay any Manager an amount in cash equal to the Management Fees paid or payable to either Manager, in the aggregate, during the 36 months preceding the applicable termination.

These anti-takeover provisions, including the provisions of the Company’s shareholders rights plan, could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of the Company’s Common Stock Shares and your ability to realize any potential change of control premium.

The actual amount of cash the Company will have available for dividends or to redeem its Preferred Shares will depend on many factors, including the following:

The amount of cash the Group generates from its operations may differ materially from the net income or loss for the period, which will be affected by non-cash items, and the Board of Directors in its discretion may elect not to declare any dividends. As a result of these and the other factors mentioned above, the Company may pay dividends during periods when it records losses and may not pay dividends during periods when it records net income.

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where the Group vessel-owning subsidiaries are incorporated, as well as the laws of the Republic of Cyprus, where a subsidiary of the Company is incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. The laws of the Republic of Cyprus, further prohibit the distribution of dividends of a public company, when, on the closing date of the last financial year, the net assets are below the total of the subscribed capital and the reserves, the distribution of which the law or the articles do not allow. Such prohibition is not applicable in case of reduction of the subscribed capital. The Company’s subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees the Company has entered into with respect to certain of the Company’s subsidiaries’ existing credit facilities, it is subject to financial and other covenants, which may limit the Company’s ability to pay dividends and redeem the Preferred Shares. These and future agreements may limit the Company’s ability to pay dividends on and to redeem the Preferred Shares. The Company also may not have sufficient surplus or net profits in the future to pay dividends.

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where the Company’s vessel-owning Subsidiaries are incorporated, as well as the laws of the Republic of Cyprus, where a Subsidiary of the Company is incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. The laws of the Republic of Cyprus, further prohibit the distribution of dividends of a public company, when, on the closing date of the last financial year, the net assets are below the total of the subscribed capital and the reserves, the distribution of which the law or the articles do not allow. Such prohibition is not applicable in case of reduction of the subscribed capital. The Company’s Subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees the Company has entered into with respect to certain of its Subsidiaries’ existing credit facilities, the Group is subject to financial and other covenants, which may limit the Company’s ability to pay dividends and redeem the Preferred Shares. These and future agreements may limit the Company’s ability to pay dividends on and to redeem the Preferred Shares. The Company also may not have sufficient surplus or net profits in the future to pay dividends.

The market price of the Company’s Common Stock Shares is denominated in US dollars on the NYSE and will be denominated in Euros on Euronext Athens. Fluctuations in the exchange rate between the US dollar and the euro may affect the value of the Company’s Common Stock Shares. Additionally, any future cash dividends on the Company’s Common Stock Shares will be paid in US dollars and, therefore, will be subject to exchange rate fluctuations when converted to Euros, or an investor’s local currency.

The Company’s Common Stock Shares are currently trading on the NYSE. There can be no assurance that an active trading market for its Common Stock Shares will be sustained on the NYSE or will develop or be sustained on Euronext Athens, or how the development of such a market might affect the market price for its Common Stock Shares. Furthermore, the amount of Common Stock Shares to be traded in the Euronext Athens is not known at the Date of the Prospectus. The marketability of the Common Stock Shares is affected, among other things, by the number of Common Stock Shares traded in the relevant market. If the amount of the Common Stock Shares to be traded in Euronext Athens is not adequate then the future marketability of the Common Stock Shares in Euronext Athens will be limited. The lack of an active trading market may also reduce the fair market value of the Company’s Common Stock Shares. The price at which its Common Stock Shares trade on Euronext Athens may or may not be correlated to the price at which they trade on the NYSE. The Company’s share price may be highly volatile and future sales of shares could cause the market price of the Company’s Common Stock Shares to decline.

Maintaining a dual listing will generate additional costs, including increased legal, accounting, investor relations, and other expenses that the Company did not incur prior to the listing of the Company’s Common Stock Shares on Euronext Athens. In addition, the NYSE now settles on a T+1 basis, while settlement on the Euronext Athens remains on a T+2 basis. For any period of time during which differences in the settlement cycles between the stock exchanges exist, such differences may enable market participants to exploit timing mismatches in trade settlement, potentially leading to temporary price discrepancies and increased volatility in the trading price of the Company’s Common Stock Shares. For example, an investor may purchase shares on Euronext Athens, where settlement occurs on a T+2 basis, and simultaneously sell the corresponding shares on the NYSE, where settlement occurs on a T+1 basis, thereby benefiting from the earlier settlement of the sale relative to the purchase and any associated short-term price differentials between the two markets.

From time to time, this may result in uncertainty regarding compliance matters and result in higher costs necessitated by legal analysis of dual legal regimes, ongoing revisions to disclosure, and adherence to heightened governance practices.

3    REGISTRATION DOCUMENT

3.1    EXPERT REPORTS

3.1.1    Legal Due Diligence

For the purposes of preparing the Prospectus, in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended and in force, the Delegated Regulations (EU) 2019/979 and (EU) 2019/980 of 14 March 2019, as amended and in force, and the applicable provisions of Greek law 4706/2020, as amended and in force, the Listing Advisor has commissioned POTAMITISVEKRIS LAW FIRM (Athens Bar Association Reg. No.: 80019), with registered address at 11, Omirou Str., 10672 Athens, Attica, Greece, tel.: +302103380000, email: info@potamitisvekris.com (hereinafter the “Legal Advisor”) to coordinate the legal due diligence of certain companies and other matters of foreign law, in respect of the Company and the Group, which was conducted by foreign legal counsels of the relevant jurisdictions, namely the Marshall Islands, Cyprus and England as well as by a Greek legal counsel who carried out the legal due diligence review of the Greek office of a management company organised and existing under the laws of Panama (collectively, the “Other Legal Counsels” and the “Legal Due Diligence”, respectively). For the Legal Advisor, the competent persons are Mr. Alexander Metallinos (Athens Bar Association Reg. No.: 16776) and Mrs. Elena Theocharakou (Athens Bar Association Reg. No.: 32600).

The subject matter of the Legal Due Diligence was:

This Legal Due Diligence Conclusions Letter is addressed exclusively to the Listing Advisor, in respect of whom alone the Legal Advisor and the Other Legal Counsels, as the case may be, assume responsibility, and no other person may rely on this Legal Due Diligence Conclusions Letter without the Legal Advisor’s prior written consent. The Legal Advisor has assumed responsibility for the Legal Due Diligence vis-à-vis the Listing Advisor, without, however, being liable for the legal accuracy of the judgments or conclusions of the Other Legal Counsels, the responsibility for which lies with the latter.

The Legal Due Diligence was carried out on the basis of documents uploaded to a Virtual Data Room by the Company and covered the period starting from 01.01.2023 until 26.05.2026. The Legal Due Diligence

was carried out in connection with the parallel listing of the Common Stock Shares to trading on the Main Market of the Regulated Securities Market of Euronext Athens (the “Transaction”). The documents provided by the Company for the purposes of the Legal Due Diligence were considered sufficient based on the usual market practice.

Below are some of the conclusions of the Legal Due Diligence, in accordance with the Legal Due Diligence Conclusions Letter of the Legal Advisor, dated 26.05.2026:

The full text of the Legal Due Diligence Conclusions Letter dated 26.05.2026 is available to the investors (see Section 3.24 “Documents Available” of the Prospectus), with the relevant consent of the Legal Advisor.

3.1.2    Procedures performed by Deloitte Certified Public Accountants S.A.

Pursuant to a relevant mandate received from the Listing Advisor, the certified public accountant, Mr. Michail Stergiou (Certified Public Accountants (SOEL) Reg. Number: 45071) from Deloitte performed certain procedures and issued the following reports:

Deloitte Certified Public Accountants S.A. states that, pursuant to the mandate received from the Listing Advisor, its responsibility is limited solely to the above deliverables.

The data and information contained in the aforementioned reports of Deloitte are a publicly available document (see section 3.24 “Documents Available” of the Prospectus), with the relevant consent of the audit company.

3.2    INDEPENDENT AUDITORS

The Company is audited by Certified Public Accountants.

The consolidated financial statements for the year ended December 31, 2025, were prepared by the Company in accordance with the US GAAP and audited by the Certified Public Accountants Ms. Analia Kokkoris (Certified Public Accountants (SOEL) Reg. No: 43044) from Deloitte. Furthermore, these financial statements have been approved by the Company’s Board of Directors on March 4, 2026. The Auditor’s Report for the year ended December 31, 2025, which should be read in conjunction with the Financial Statements for the year 2025 and forms an integral part thereof, is available on the Company’s website, specifically at the following link: https://safebulkers.com/wp-content/uploads/2026/03/SAFEBULKERS_ANNUAL_REPORT_2025.pdf

The consolidated financial statements for the year ended December 31, 2024, were prepared by the Company in accordance with the US GAAP and audited by the Certified Public Accountants Ms. Analia Kokkoris (Certified Public Accountants (SOEL) Reg. No: 43044) from Deloitte. Furthermore, these financial statements have been approved by the Company’s Board of Directors on March 10, 2025. The Auditor’s Report for the year ended December 31, 2024, which should be read in conjunction with the Financial Statements for the year 2024 and forms an integral part thereof, is available on the Company’s website, specifically at the following link: https://safebulkers.com/wp-content/uploads/2025/03/78258_SAFE%20BULKERS_ANNUAL%20REPORT%202024.pdf

The consolidated financial statements for the year ended December 31, 2023, were prepared by the Company in accordance with the US GAAP and audited by the Certified Public Accountants Ms. Analia Kokkoris (Certified Public Accountants (SOEL) Reg. No: 43044) from. Furthermore, these financial statements have been approved by the Company’s Board of Directors on February 29, 2024. The Auditor’s Report for the year ended December 31, 2023, which should be read in conjunction with the Financial

Statements for the year 2023 and forms an integral part thereof, is available on the Company’s website, specifically at the following link: https://safebulkers.com/wp-content/uploads/2021/08/2023SB_annual_report.pdf

It should be noted that the aforementioned auditors have not resigned or been removed from office during the period covered by the historical financial information and up to the date of the Prospectus.

3.3    INFORMATION ABOUT THE ISSUER

3.3.1    Legal and Commercial Name of the Company

The legal and commercial name of the issuer is Safe Bulkers, Inc. Safe Bulkers, Inc. is incorporated and registered in the Republic of the Marshall Islands.

The Company is registered with the Registrar of Corporations of the Republic of the Marshall Islands under registration number 27394. The Company’s Legal Entity Identifier (LEI) is 549300V6ZM2HJJYQQO85.

The Company was formed on December 11, 2007, under the laws of the Republic of the Marshall Islands. The Company is to have perpetual existence.

The registered address of the Company in the Republic of the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The Company maintains an office in Monaco, and the contact details of such office are as follows: Safe Bulkers Inc., Apt. D11, Les Acanthes, 6, Avenue des Citronniers MC 98000 Monaco, mob. (+357) 25 887 200, email: directors@safebulkers.com.

The Company’s website is www.safebulkers.com.

The information contained on the Company’s website does not form part of this Prospectus, unless such information is incorporated by reference into this Prospectus.

3.3.2    History and Development of the Company

Safe Bulkers, Inc. was incorporated in the Republic of the Marshall Islands on December 11, 2007, for the purpose of acquiring ownership of various subsidiaries that either owned or were scheduled to own vessels. Polys Hajioannou, the chief executive officer, has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership. Vassos Hajioannou, the late father of Polys Hajioannou, the chief executive officer, first invested in shipping in 1958. Polys Hajioannou has been actively involved in the industry since 1987, when he joined the predecessor of Safety Management.

Over the past 39 years under the leadership of Polys Hajioannou, Safe Bulkers has sold or contracted to sell 31 dry-bulk vessels during periods of what the Company viewed as favorable second-hand market conditions and has contracted or agreed to acquire 76 dry-bulk newbuilds and 13 dry-bulk second-hand vessels. Also under his leadership, the Company has expanded the classes of dry-bulk vessels in its fleet and the aggregate carrying capacity of the fleet has grown from 887,900 dwt prior to the initial public offering in May 28, 2008 to 4,460,400 dwt as of the Date of this Prospectus.

More recently after 2020, the Company has initiated an extensive fleet renewal and upgrade program by which the aforementioned has ordered or agreed to order 24 newbuilds as of the Date of this Prospectus, with advance energy efficiency characteristics with deliveries from 2022 onwards, on top of 11 existing ships built after 2014 with superior energy efficiency characteristics compared to pre-2014 designs, known as eco-ships; environmentally upgraded 25 existing vessels and replaced 17 older vessels with

seven younger second-hand vessels in order to establish a competitive advantage in the developing environment towards decarbonization. The quality and size of the current fleet, together with the Company’s long-term relationships with several of the charter customers, are believed to be, the results of the Company’s long-term strategy of maintaining a high quality fleet, broad knowledge of the dry-bulk industry and strong management team. In addition to benefiting from the experience and leadership of Polys Hajioannou, the Company also benefits from the expertise of the Managers which, along with their predecessor, have specialized in dry-bulk shipping since 1965. In June 2008, Safe Bulkers completed an initial public offering of the Common Stock Shares in the U.S. and Common Stock Shares began trading on the NYSE.

The following list sets forth certain significant events and investments in the history of the Company:

$5.1 million, which was paid on March 18, 2026, to shareholders of record at the close of trading of the Company’s Common Stock Shares on the NYSE on March 2, 2026.

3.4    BUSINESS OVERVIEW

3.4.1    Principal Activities

Safe Bulkers is a global shipping company providing worldwide seaborne transportation solutions in the dry-bulk sector. The Company’s vessels transport major bulks, which include iron ore, coal and grain and minor bulks, which include bauxite, fertilizers and steel products. The Company has offices in Monaco, Greece, Cyprus and Switzerland.

The Company deploys its vessels on a mix of period time and spot time charters according to its assessment of market conditions, adjusting the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with period time charters, or to profit from attractive spot time charter rates during periods of strong charter market conditions, or to maintain employment flexibility that the spot market offers during periods of weak time charter market conditions. The Company believes its customers, some of which have been chartering the vessels for over 27 years, enter into period time and spot time charters because of the quality of the Company’s modern vessels and its record of safe and efficient operations.

Safe Bulkers, Inc. is a holding company with sixty-four (64) subsidiaries, eleven (11) of which are incorporated in Liberia, fifty-two (52) in the Republic of the Marshall Islands and one in the Republic of Cyprus, each as of the Date of this Prospectus. The Subsidiaries are ultimately wholly-owned by the Company. A list of the Subsidiaries as of the Date of this Prospectus, is set forth in section 3.7 “Organizational Structure” of the Prospectus.

Since 2005, Company’s customers have included over 30 national, regional and international companies, including Bunge, Cargill, Glencore, Daiichi, Intermare Transport G.m.b.H., Energy Eastern Pte. Ltd., NYK, NS United Kaiun Kaisha, Kawasaki Kisen Kaisha, Oldendorff GmbH and Co. KG, Louis Dreyfus Armateurs, Louis Dreyfus Commodities, ArcelorMittal or their affiliates. During 2025, one of the charterers, namely ADM International SARL, accounted for 16.46% of Group’s revenues. During 2024, two of the charterers, namely Nippon Yusen Kabushiki Kaisha and Cargill International S.A., accounted for 24.51% of total Group’s revenues with each one accounting for more than 10.0% of total Group’s revenues. During 2023, two of the charterers, namely Olam International Limited. and Cargill International S.A., accounted for 26.87% of total Group’s revenues with each one accounting for more than 10.0% of total Group’s revenues. The Company seeks to charter its vessels primarily to charterers who intend to use the vessels without sub-chartering them to third parties. A prospective charterer’s financial condition and reliability are also important factors in negotiating employment for Company’s vessels.

The Company’s fleet consists of dry-bulk vessels of four sizes, namely:

As of the Date of this Prospectus, the Company has a fleet of 45 vessels, two of which are held for sale, with an average age of 10.5 years, with 28 vessels above 10 years, of which 11 vessels above 15 years, one of which above 20 years, and aggregate capacity of 4.5 million dwt, 11 vessels in the fleet are eco-ships that were built after 2014, while 13 younger vessels, which were built in 2022 or later, meet the

Phase 3 requirements of EEDI related to the reduction of GHG emissions as adopted by the IMO and also comply with the latest nitrogen oxides Tier III emissions regulation of MARPOL, NOx-Tier III (IMO, MARPOL Annex VI, reg. 13). In addition, the Company has entered into agreements for the acquisition of nine IMO GHG Phase 3 - NOx Tier III Kamsarmax class dry-bulk newbuilds, two of which are methanol dual-fueled. The methanol dual-fueled vessels are capable of operating with either methanol or very low sulphur fuel oil. When powered by green methanol they produce close to zero GHG emissions based on the life cycle assessment methodology well-to-propeller. Three newbuilds on the Company’s orderbook are scheduled to be delivered in 2026, two in 2027, one in 2028 and three in 2029.

Furthermore, during 2026 and up to the date of this Prospectus, the Company entered into a recapitulation agreement for the construction of an additional Kamsarmax vessel with scheduled delivery in the first half of 2029 and a recapitulation agreement for the finance lease of a newbuild Capesize vessel commencing in the second half of 2029 upon scheduled delivery of this vessel. The recapitulation agreements are subject to customary terms, documentation and closing conditions. Upon consummation of the aforementioned recapitulation agreements, the Company’s outstanding orderbook will consist of 11 vessels, two of which are methanol dual-fueled, with scheduled deliveries three in 2026, two in 2027, one in 2028 and five in 2029.

The Company’s strategy is to own a modern, well-maintained fleet with the best designs in the shipping dry-bulk sector, targeting to reduce the environmental impact from their operations. Over the past several years, the Company has made publicly available their annual sustainability report, where environmental, social and governance strategy for the future is presented, as well as the impact of the Company’s operations and business on society and the environment.

The Company believes that integrating ESG at the core of its corporate strategy will enable continued access to capital, strengthen the trust of existing and future investors, reduce the fleet’s carbon footprint, and maintain a competitive position in the dry bulk market.

3.4.2    Insurance Policies

General

The operation of the Company’s fleet involves risks such as mechanical failure, collision, property loss, cargo loss or damage as well as personal injury, illness and loss of life. In addition, the operation of any oceangoing vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, the risk of piracy and the liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990 (“OPA 90”), which imposes virtually unlimited liability upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for vessel owners and operators trading in the United States market.

Company’s Managers are responsible for arranging insurance for all the Company’s vessels on the terms specified in the Management Agreements, where the Company believes are in line with standard industry practice. In accordance with the Management Agreements, the Company’s Managers procure and maintain hull and machinery insurance, war risks insurance, freight, demurrage and defense coverage and protection and indemnity coverage with mutual assurance associations. Due to low incident rate and the relatively young age of the Company’s fleet, The Company is generally able to procure relatively low rates for all types of insurance.

While the insurance coverage for the Company’s drybulk vessel fleet is in amounts that the Company believes to be prudent to protect them against normal risks involved in the conduct of the business and

consistent with standard industry practice, the Company’s Managers may not be able to maintain this level of coverage throughout a vessel’s useful life. Furthermore, all risks may not be adequately insured against, any particular claim may not be paid and adequate insurance coverage may not always be obtainable at reasonable rates.

Hull and machinery insurance

The Company’s marine hull and machinery insurance covers risks of partial loss or actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured risks up to an agreed amount per vessel. The Company’s vessels are each covered up to at least their fair market value after meeting certain deductibles per incident per vessel. The Company also maintains increased value coverage for each of the Company’s vessels. Under this increased value coverage, in the event of the total loss of a vessel, the Company is entitled to recover amounts in excess of the total loss amount recoverable under the hull and machinery policy.

Protection and indemnity insurance

Protection and indemnity insurance is a form of mutual indemnity insurance provided by mutual marine protection and indemnity associations formed by vessel owners to provide protection from large financial loss to one club member by contribution towards that loss by all members.

Protection and indemnity insurance covers the Company’s third-party liabilities in connection with its shipping activities. This includes third-party liability and other related expenses of injury or death of crew members, passengers and other third parties, loss or damage to cargo, claims arising from 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 wreck removal. The Company’s coverage, except for pollution, will be unlimited. Furthermore, within this aggregate limit, club coverage is also limited to the amount of the member’s legal liability.

Company’s protection and indemnity insurance coverage for pollution is limited to $1.0 billion per vessel per incident. Company’s protection and indemnity insurance coverage in respect of passengers is limited to $2.0 billion and in respect of passengers and seamen is limited to $3.0 billion per vessel per incident. The 12 P&I associations that comprise the International Group of P&I Clubs insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each P&I association’s liabilities. As a member of a P&I association that is a member of the International Group, the Company is subject to calls payable to the P&I association based on the International Group’s claim records, as well as the claim records of all other members of the individual associations.

Although the P&I associations compete with each other for business, they have found it beneficial to mutualize their larger risks among themselves through the International Group. This is known as the “Pool.” This pooling is regulated by a contractual agreement which defines the risks that are to be covered and how claims falling on the Pool are to be shared among the participants in the International Group. The Pool provides a mechanism for sharing all claims in excess of $10.0 million up to, currently, approximately $8.9 billion. On that basis, all claims up to $10.0 million will be covered by each Club’s Individual Retention and all claims in excess of $10.0 million up to $100.0 million will be covered by the Pool. The Pool is structured in three layers from $10 million to $100 million. For amounts in excess of $30 million, the Pool is reinsured by the Group captive reinsurance vehicle, Hydra Insurance Company Limited. Hydra is a Bermuda incorporated Segregated Accounts company in which each of the 12 Group Clubs has its own segregated account (or cell) ring fencing its assets and liabilities from those of the company or any of the other Club cells. Hydra reinsures each Club in respect of that Club’s liabilities within the Pool and reinsurance layers in which it participates. Through the participation of Hydra, the Group

Clubs can retain, within their Hydra cells, premium which would otherwise have been paid to the commercial reinsurance markets.

For the 2025/2026 policy year, the International Group maintained a three layer Group General Excess of Loss GXL reinsurance program, together with an additional Collective Overspill layer, which combine to provide commercial reinsurance cover of up to $3.1 billion per vessel per incident, comprising of reinsurance for all claims of up to $2.1 billion per vessel per incident in excess of the $100.0 million insured by the Pool and an additional $1.0 billion in excess of the aforesaid $2.1 billion per vessel per incident in respect of claims for overspill. For the 2026/2027 policy year, the International Group maintained a three layer GXL reinsurance program, together with an additional Collective Overspill layer, which combine to provide commercial reinsurance cover of up to $3.35 billion per vessel per incident, comprising of reinsurance for all claims of up to $2.35 billion per vessel per incident in excess of the $100.0 million insured by the Pool and an additional $1.0 billion in excess of the aforesaid $2.35 billion per vessel per incident in respect of claims for overspill.

3.4.3      Information for Special Issuers – Shipping Companies

3.4.3.1   The Company’s Fleet

The table below presents information, as of the Date of this Prospectus, regarding the Group’s fleet of 45 vessels, two of which are held for sale, which are all dry bulk vessels. The average age of the Company’s fleet is 10.5 years.

(1) Quoted charter rates are the recognized daily gross charter rates. For charter parties with variable rates among periods or consecutive charter parties with the same charterer, the recognized gross daily charter rate represents the weighted average gross daily charter rate over the duration of the applicable charter period or series of charter periods, as applicable. In the case of a charter agreement that provides for additional

payments, namely ballast bonus to compensate for vessel repositioning, the gross daily charter rate presented has been adjusted to reflect estimated vessel repositioning expenses. Gross charter rates are inclusive of commissions. Net charter rates are charter rates after the payment of commissions. In the case of voyage charters, the charter rate represents revenue recognized on a pro rata basis over the duration of the voyage from load to discharge port less related voyage expenses.

(2) In May 2026, the Company, entered into an agreement for the sale of the MV Pedhoulas Commander, a 2008 Japanese built Kamsarmax type vessel of 83,700 dwt capacity, for the gross sale price of $14.7 million. The MV Pedhoulas Commander is expected to be delivered to her new owners in late July, early August 2026.

(3) MV Pedhoulas Cedrus was sold and leased back in February 2021 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(4) MV Vassos was sold and leased back in May 2022 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(5) MV Pedhoulas Trader was sold and leased back in September 2023 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(6) MV Rizokarpaso was sold and leased back in November 2023 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(7) MV Ammoxostos was sold and leased back in January 2024 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(8) In May 2026, the Company, entered into an agreement for the sale of the MV Xenia, a 2006 Japanese built Post-Panamax type vessel of 87,000 dwt capacity, for the gross sale price of $13.0 million. The MV Xenia is expected to be delivered to her new owners in June 2026.

(9) MV Troodos Sun was sold and leased back in August 2021 on a bareboat charter basis for a period of ten years, with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(10) MV Aghia Sofia was sold and leased back in September 2022 on a bareboat charter basis, for a period of five years with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(11) MV Lake Despina was sold and leased back in April 2021 on a bareboat charter basis for a period of seven years with a purchase option in favor of the Company five years and six months following the commencement of the bareboat charter period at a predetermined purchase price. The purchase option was exercised in September 2025, and the vessel will be acquired in October 2026.

CHARTERED-IN VESSEL

(1) In March 2023, the Company entered into an agreement to sell MV Efrossini, a 2012 Japanese-built, Panamax class vessel to an unaffiliated third party at a gross sale price of $22.5 million. The sale was consummated in July 2023, and upon delivery of the vessel to her new owners, renamed MV Arethousa, she was immediately chartered back by the Company at a gross daily charter rate of $16,050 for a period of 10 to 14 months. In July 2024, the Company extended the period of the charter agreement for a duration of five to seven months at a gross daily charter rate of $15,500 commencing from September 2024. In October 2024, the Company further extended the period of the charter agreement for an additional duration of four to seven months commencing from February 2025 at a gross daily charter rate of $13,750 for the first four months and $15,500 thereafter. In May 2025, the Company extended the period of the charter agreement for an additional duration of three to five months commencing from June 2025 at a gross daily charter rate linked to the BPI-74 4TC times 107.5% until 1 September 2025 and $12,500/day thereafter. In August 2025, the Company further extended the period of the charter agreement for an additional duration of six to eight months commencing from September 2025 at a gross daily charter rate of $12,500/day. In March 2026, the Company further extended the period of the charter agreement for an additional duration of six to nine months commencing from May 2026 at a gross daily charter rate of $16,750/day.

3.4.3.2  Orderbook

The table below presents information, as of the Date of this Prospectus, regarding the Company’s existing orderbook.

(1) For newbuilds, the date shown reflects the expected delivery dates.

(2) The Company entered into an agreement for the acquisition of a methanol dual fueled Kamsarmax class dry bulk newbuild vessel.

The table below presents information, as of the Date of this Prospectus, regarding the Company’s recapitulation agreements:

(1) For newbuilds, the date shown reflects the expected delivery dates.

The aggregate capital expenditure, for the Company’s orderbook until the date of the Prospectus, for the ten (10) newbuilds, including the one under recapitulation agreement, is approximately $406.7 million. The Capesize class vessel will be acquired through a finance lease under a bare boat charter agreement for a period of ten years with purchase options, in favor of the Company available five years following the commencement of the bareboat charter period, all at predetermined purchase prices.

3.4.4    Company’s Fleet Management

Safety Management Overseas S.A., a company incorporated under the laws of the Republic of Panama, Safe Bulkers Management Limited, a company incorporated under the laws of the Republic of Cyprus and Safe Bulkers Management Monaco Inc., a company incorporated under the laws of the Republic of the Marshall Islands, are related parties all controlled by Polys Hajioannou and provide technical, commercial and administrative management services to the Company. More specifically:

The Managers manage the Company’s dry-bulk vessels in accordance with the terms of the Management Agreements (see section 3.23.5 “Other Contracts” of the Prospectus).

The Managers are permitted to provide certain management services to affiliates and third parties under the specific restrictions of the Management Agreements. Although the Managers are required to provide preferential treatment to the vessels with respect to chartering arrangements under the Management Agreements, the Managers’ time and attention may be diverted from the management of the vessels in such circumstances. Further, the Company will need to seek approval from the lenders to change the Managers.

Any Manager may agree to be substituted by another Manager, in the context of providing services to any or all Subsidiaries of the Company. The Company as part of the ISM compliance voluntarily

implemented in 2024, an Integrated Management System, in compliance with DryBMS standard, replacing the existing Safety Management Systems, focusing on crew welfare, Code of Conduct and targeting higher levels of performance in terms of safety, health, security and pollution prevention of the fleet. The Managers are certified with ISO 14001 and ISO 50001 relating to environmental standards and energy efficiency respectively, while the Company has obtained additional environmental class notation for most of the fleet.

Pursuant to the Management Agreements, the Managers enter into a management agreement directly with each Subsidiary that owns a vessel or operates a vessel as a Bareboat Charterer, as well as a supervision agreement with each Subsidiary constructing a vessel. As of December 31, 2025, the Managers managed all vessels of the Company.

More specifically, the Managers are responsible for providing technical, commercial, administrative and other services, which include the following:

Technical Services

These services include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory compliance and compliance with the law of the flag state of each vessel and of the places where the vessel operates, ensuring classification society compliance, supervising the maintenance and general efficiency of vessels, arranging the hire of qualified officers and crew, training, transportation and lodging, insurance (including handling and processing all claims) of, and appropriate investigation of any charterer concerns with respect to, the crew, conducting union negotiations concerning the crew, performing normally scheduled drydocking and general and routine repairs, arranging insurance for vessels (including marine hull and machinery, protection and indemnity and risks insurance), purchasing stores, supplies, spares, lubricating oil and maintenance capital expenditures for vessels, appointing supervisors and technical consultants, providing technical support, shoreside support and shipyard supervision, and attending to all other technical matters necessary to run the Company’s business.

Commercial Services

These services include chartering the vessels that the Company owns, assisting in chartering, locating, purchasing, financing and negotiating the purchase and sale of the vessels, supervising the design and construction of newbuilds, and such other commercial services as the Company may reasonably request from time to time.

Administrative Services

These services include providing or arranging for all services necessary to the engagement, employment and compensation of certain of the employees, officers, consultants and directors, administering payroll services, assistance with the preparation of tax returns and financial statements, assistance with corporate and regulatory compliance matters not related to the Company’s vessels, procuring legal and accounting services, assistance in complying with U.S. and other relevant securities laws, human resources (including provision of the Company’s executive officers and directors of the Subsidiaries), cash management and bookkeeping services, development and monitoring of internal audit controls, disclosure controls and information technology, assistance with all regulatory and reporting functions and obligations, furnishing any reports or financial information that might be requested by the Company and other non-vessel related administrative services, assistance with office space, providing legal and financial compliance services, overseeing banking services (including the opening, closing, operation and management of all of the Company’s accounts, including making deposits and withdrawals reasonably necessary for the management of the Company’s business and day-to-day operations), arranging general

insurance and director and officer liability insurance (at the Company’s expense), providing all administrative services required for any subsequent debt and equity financings and attending to all other administrative matters necessary to ensure the professional management of the Company’s business.

Reporting Structure

The Managers report to the Company and to the Board of Directors through the Company’s executive officers.

3.5    Company’s Strategy

The Company is an international provider of marine drybulk transportation services, that owns and operates a modern and diverse fleet of dry bulk vessels, transporting bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes for some of the world’s largest consumers of marine drybulk transportation services. The quality and size of the Company’s current fleet, together with the long-term relationships with several of the Company’s charter customers, are, the Company believes, the results of the Company’s long-term strategy of maintaining a high quality fleet, the broad knowledge of the drybulk industry and the Company’s strong management team. In addition to benefiting from the experience and leadership of Polys Hajioannou, the Company also benefits from the expertise of the Company’s Managers which, along with their predecessor, have specialized in drybulk shipping since 1965.

The Company employs its vessels on both period time charters and spot time charters, according to the assessment of market conditions, with some of the world’s largest consumers of marine drybulk transportation services. The vessels deployed on period time charters provide the Company with relatively stable cash flow and high utilization rates, while the vessels deployed in the spot market allow the Company to maintain its flexibility in low charter market conditions.

The Company is focused on owning a modern, well-maintained fleet with the best designs in the shipping dry-bulk sector, targeting to reduce the environmental impact from the Company’s operations. Over the past several years, the Company has made publicly available its annual sustainability report, where the Company presents in detail its environmental, social and governance strategy for the future, as well as the impact of its operations and business on society and the environment. The Company believe that integrating ESG at the very heart of the corporate strategy, will enable them to continue to have access to capital, enjoy existing and future investors’ trust, reduce the Company’s fleets’ carbon footprint and remain competitive in the dry bulk market.

3.5.1    ESG Strategy

During previous years, a number of countries and the IMO, have adopted regulatory frameworks to reduce GHG emissions (increased energy efficiency standards for existing vessels and newbuilds, classification of vessels on the basis of annual CO2 emissions, cap and trade regimes, carbon taxes and penalties, and incentives or mandates for using alternative fuels with lower carbon footprint compared to fossil fuels or using renewable energy), due to concerns over the risk of climate change. GHG emissions reduction measures may impose operational and financial restrictions affecting increasingly more the less efficient vessels, reducing their trade and competitiveness, increasing their environmental compliance costs, imposing additional energy efficiency investments, or even making such older, less energy efficient vessels obsolete. The environmental initiatives are complemented with initiatives towards the local societies where the Company operates and the way the Company is governed, altogether included in a framework known as Environmental, Social and Governance. Investor advocacy

groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices hindering access to capital and reallocating capital as a result of their assessment of a company’s ESG practices.

Safe Bulkers, targeting to reduce the environmental impact of the Company’s operations, and increase the sustainability of the Company’s business over time, has placed and integrated ESG at the heart of the Company’s corporate strategy and has undertaken significant investments with the purpose of increasing the Company’s fleet’s environmental competitiveness and successfully meet society’s expectations as to the Company’s proper role. In light of investors’ increased focus on ESG matters and in response to the GHG environmental regulations, the Company has assessed the applicability of relevant energy efficiency measures, and decided to pursue a two-fold strategy: i) a comprehensive fleet renewal program consisting of several newbuild orders with advanced energy efficiency characteristics, the acquisition of younger second-hand vessels and the sale of older, less efficient vessels at suitable times and ii) an extensive program for environmental upgrading of existing vessels in the Company’s fleet during their dry-dockings.

As of the Date of this Prospectus, the Company’s fleet consists of 45 vessels, two of which are held for sale, 11 of which are eco-ships built after 2014, with superior energy efficiency characteristics compared to pre-2014 designs, and 13 vessels built 2022 onwards, compliant with the most recent IMO GHG Phase 3 - NOx Tier III regulations. In addition, the Company’s outstanding orderbook consists of nine newbuilds compliant with the IMO GHG Phase 3 - NOx Tier III regulations, including two methanol dual fueled, to be delivered three in 2026, two in 2027, one in 2028 and three in 2029.

Furthermore, during 2026 and up to the date of this Prospectus, the Company entered into a recapitulation agreement for the construction of an additional Kamsarmax vessel with scheduled delivery in the first half of 2029 and a recapitulation agreement for the finance lease of a newbuild Capesize vessel commencing in the second half of 2029, upon scheduled delivery of this vessel. The recapitulation agreements are subject to customary terms, documentation and closing conditions. Upon consummation of the aforementioned agreements, the Company’s outstanding orderbook will consist of 11 vessels, two of which are methanol dual-fueled, with scheduled deliveries three in 2026, two in 2027, one in 2028 and five in 2029, reaching 35 vessels with improved energy efficiency characteristics. The aggregate capital expenditure, for the Company’s orderbook until the date of the Prospectus, for the ten newbuilds, including the one under recapitulation agreement, is approximately $406.7 million. The Capesize class vessel will be acquired through a finance lease under a bare boat charter agreement for a period of ten years with purchase options, in favor of the Company available five years following the commencement of the bareboat charter period, all at predetermined purchase prices.

During the last five years and until Date of the Prospectus, the Company has sold or contracted to sell 19 vessels with total deadweight of 1.6 million tonnes and of 15.4 years average age with aggregate gross sale proceeds of $324.8 million and acquired seven second-hand vessels with total deadweight of 1.0 million tonnes and of 9.2 years average age at an aggregate gross acquisition cost of $187.0 million.

In parallel and as of Date of the Prospectus, the Company has completed environmental upgrades on 25 vessels through an extensive vessel environmental upgrade program which involves application of low friction paints and installation of energy saving devices. While the Company is investing in newbuilds, relatively young second-hand vessels and environmental upgrades, they continue to monitor technological developments in relation to new environmentally friendly alternative marine fuels, which the Company expects will play an increasingly important role in the next decade.

As of Date of the Prospectus, the Company has installed Scrubbers on 20 of its vessels, including in all seven of the Capesize class vessels, effectively reducing SOx emissions compared to VLSFO and capitalizing on the Company’s Scrubber investments in relation to price differential between VLSFO and HSFO. The total cost of the Scrubber investments has amounted to $54.5 million, which the Company estimates has already been recovered through the additional earnings of the Scrubber-fitted vessels. As of Date of the Prospectus, the Company has retrofitted its entire fleet with BWTS.

On the financing front, during 2025, aligning financing with the Company’s corporate sustainability agenda the Company secured a new sustainability-linked financing of $75.0 million for six vessels incorporating a mechanism that adjusts the interest margin based on independently verified performance related to fleet carbon intensity index, measured against annual sustainability performance targets, and amended the terms of an existing $100.0 million financing for six vessels to include similar terms.

In 2023, the Company established its environmental, social and governance board committee. The ESG Committee, which consists of six board members, four of whom are independent directors, reviews the Company’s ESG performance and ensures governance oversight by the Board of Directors of the ESG strategy and implementation, consistent with the priorities outlined and articulated in the Company’s annual sustainability report.

Further to the above, the Company is undertaking various actions in relation to its corporate governance, personnel initiatives and the society aiming towards continuously advanced integration. The Company believes that integrating ESG at the very heart of its corporate strategy will reduce the Company’s fleets’ carbon footprint and environmental impact, and in parallel, improve the Company’s environmental-based competitiveness and social acceptance, allow the Company to enjoy existing and future investors’ trust and enable the Company to continue to have access to capital.

3.5.2    Principal Markets

The Company employs its vessels on both period time charters and spot time charters, according to its assessment of market conditions, with some of the world’s largest consumers of marine dry bulk transportation services. The vessels deployed on period time charters provide the Company with relatively stable cash flow and high utilization rates, while the vessels deployed in the spot market allow the Company to maintain its flexibility in low charter market conditions.

Revenues from the Company’s time charters comprised 100.0% of its revenues for the years ended December 31, 2023, 2024 and 2025, from which its period time charters comprised 77.5%, 79.7% and 77.5%, respectively, and its spot time charters comprised 22.5%, 20.3% and 22.5%, respectively, of its revenues for the years ended December 31, 2023, 2024 and 2025. No voyage charters were performed during the years ended December 31, 2023, 2024 and 2025.

Revenues are comprised of the following:

Any discrepancies in the totals of the individual figures are due to rounding.

Source: Annual Financial Statements

3.5.3    Intellectual Property

The Company is not dependent on any patents or licenses, industrial, commercial or financial contracts or new manufacturing processes, as described in Item 5.5 of Annex 1 of the Delegated Regulations, nor has incurred expenditures relating to research and development, patents or licenses for the last three years.

3.5.4    Competition

The Company operates in highly competitive markets that are based primarily on supply and demand. The business fluctuates in line with the main patterns of trade of the major dry-bulk cargoes and varies according to changes in the supply and demand for these items. The Company believes it differentiates from the competition by providing modern vessels with advanced designs and technological specifications. As of the Date of this Prospectus, the fleet had an average age of 10.5 years. The majority of the Company’s fleet has been built in Japanese shipyards, which provides the Company with an advantage in attracting large, well-established customers, including Japanese customers.

The dry-bulk sector is characterized by relatively low barriers to entry, and ownership of dry-bulk vessels is highly fragmented. In general, the Company competes with other owners of Panamax class or larger dry-bulk vessels for charters based upon price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel.

3.6    INVESTMENTS

3.6.1    Historical Investments

During the period from January 1, 2023 until the Date of this Prospectus, the Company, through its Subsidiaries, has completed the following investments:

The aforementioned investments, representing aggregate capital expenditures of approximately $387.7 million, were financed through the Company’s cash reserves.

Furthermore, as of the Date of this Prospectus, the Company has installed Scrubbers on 20 of its vessels, including in all seven of the Capesize class vessels, effectively reducing SOx emissions compared to VLSFO and capitalizing on the Company’s Scrubber investments in relation to price differential between VLSFO and HSFO. The total cost of the Scrubber investments, up to the Date of this Prospectus, has amounted to $54.5 million, which the Company estimates has already been recovered through the additional earnings of the scrubber-fitted vessels.

During the period from January 1, 2023 until the Date of this Prospectus, the Company, through its Subsidiaries, has completed the sale of the following vessels:

In May 2026, the Company, entered into agreements for the sale of the MV Pedhoulas Commander, a 2008 Japanese built Kamsarmax type vessel of 83,700 dwt capacity, and the MV Xenia, a 2006 Japanese built Post-Panamax type vessel of 87,000 dwt capacity, for the gross sale prices of $14.7 million and $13.0 million respectively. The MV Pedhoulas Commander is expected to be delivered to her new owners in late July, early August 2026, while the MV Xenia is expected to be delivered to her new owners in June 2026.

3.6.2    Investments in progress and investments with firm commitments

The Company, through its Subsidiaries, has the following investments in progress as of the Date of this Prospectus.

Specifically, the Company has nine dry cargo vessels under construction, three of which are scheduled to be delivered in 2026, two in 2027, one in 2028 and three in 2029. Three vessels under construction will be built in Japanese shipyards and the remaining four in Chinese shipyards. More specifically:

Furthermore, during 2026 and up to the Date of this Prospectus, the Company entered into a recapitulation agreement for the construction of one additional Kamsarmax vessel with scheduled delivery in the first half of 2029 and a recapitulation agreement for the finance lease of a newbuild Capesize vessel commencing in the second half of 2029, upon scheduled delivery of this vessel. The recapitulation agreements are subject to customary terms, documentation and closing conditions. More specifically:

The financing of the aforementioned investments will be carried out through the Company’s cash reserves. The aggregate capital expenditure, for the Company’s orderbook until the date of the Prospectus, for the ten newbuilds, including the one under recapitulation agreement, is approximately $406.7 million, of which the Company had already paid $70.6 million by the year ended December 31, 2025 and additional $27.2 million up to the Date of this Prospectus, and has a remaining capital expenditure requirement of $308.9 million. The Capesize class vessel will be acquired through a finance lease under a bare boat charter agreement for a period of ten years with purchase options, in favor of the Company and available five years following the commencement of the bareboat charter period, all at predetermined purchase prices.

For the information contained in this section, agreed-upon procedures have been performed by Deloitte Certified Public Accountants S.A., in accordance with the International Standard on Related Services 4400 (Revised) “Engagements to Perform Agreed-Upon Procedures” as described in its report dated 27.05.2026.

3.7    ORGANISATIONAL STRUCTURE

Safe Bulkers, Inc. is a holding company with sixty-four (64) subsidiaries, eleven (11) of which are incorporated in Liberia, fifty-two (52) in the Republic of the Marshall Islands and one in the Republic of Cyprus, each as of the Date of this Prospectus.

The following table presents the sixty-four (64) Subsidiaries of the Company as of the Date of this Prospectus.

The following table presents fourteen (14) Subsidiaries of the Company that were dissolved during the year ended December 31, 2025.

3.8    OPERATING AND FINANCIAL REVIEW

The following Operating and Financial Review should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the years ended December 31, 2024, and 2025, as incorporated into this Prospectus, see 3.18 “Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses”.

3.8.1    Financial Condition

Safe Bulkers, Inc. is an international provider of marine drybulk transportation services, operating a fleet of drybulk vessels serving major bulk and minor bulk routes worldwide.

As of the Date of this Prospectus, the Company’s fleet comprised 45 vessels, two of which are held for sale, of which eight are Panamax class vessels, 13 are Kamsarmax class vessels, 17 are Post-Panamax class vessels and seven are Capesize class vessels, with an aggregate carrying capacity of 4,460,400 dwt and an average age of 10.5 years.

Key Financial and Non-Financial KPIs

The Company’s operating results are largely driven by the following factors:

The following table reflects the Company’s ownership days, available days, operating days, fleet utilization, TCE rates, daily vessel operating expenses, daily vessel operating expenses excluding drydocking and pre-delivery expenses, daily general and administrative expenses and daily management fees for the periods indicated:

Any discrepancies in the totals of the individual figures are due to rounding.

Source: Annual Consolidated Financial Statements

3.8.2    Operating Results

The following table presents selected consolidated financial information of the Company, for each of the three years in the three-year period ended December 31, 2025. The selected consolidated financial data of the Company, is a summary of, is derived from, and is qualified by reference to, the Company’s audited consolidated financial statements and notes thereto, which have been prepared in accordance with United States generally accepted accounting principles and are incorporated in this Prospectus, see 3.18 “Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses”.