Costamare announced that it has entered into a Stock Subscription Agreement with Konstantinos Konstantakopoulos, pursuant to which Mr. Konstantakopoulos will purchase 1,200 shares of a new series of high-vote, non-economic preferred stock, for an aggregate purchase price of $1,200.
Each share of Series F Preferred Stock shall entitle Mr. Konstantakopoulos to 50,000 votes on all matters submitted to a vote of the shareholders of the Company. The Series F Preferred Stock were established in connection with the announcement on October 10, 2025, by the Ministry of Transport in China relating to the collection of special port fees from U.S.-linked vessels. While the Company does not believe that its vessels are subject to the collection of special port fees, the issuance of the Series F Preferred Stock ensures that it is not possible for U.S. persons to control over 25% of the voting power of the Company because, following the completion of the purchase by Mr. Konstantakopoulos, members of the Konstantakopoulos family (none of whom are U.S. persons) will control approximately 75.7% of the Company’s issued and outstanding voting rights. Prior to the issuance of the shares of Series F Preferred Stock pursuant to the Purchase Agreement, the Konstantakopoulos family controlled approximately 63.6% of the Company’s issued and outstanding voting rights.
The Series F Preferred Stock shall not have any dividend or distribution rights, and shall not be entitled to any distributions upon any liquidation, dissolution or winding up of the Company other than its par value. All shares of the Series F Preferred Stock are subject to redemption by the Company at any time in the sole discretion of the independent members of the Board of Directors of the Company (or a committee comprised thereof) and without the consent of the holders of Series F Preferred Stock, for a redemption price equal to $1 per share. Effective on the date that is the fifth anniversary of the date of issuance of the shares of Series F Preferred Stock, all rights and powers of any such shares that remain outstanding will automatically terminate and be of no further force or effect.
The Audit Committee of the Company, comprised solely of independent and disinterested directors, reviewed the Purchase Agreement and the Statement of Designation establishing the Series F Preferred Stock and unanimously recommended that the Board of Directors of the Company approve the designation and issuance of the Series F Preferred Stock and the execution of the Purchase Agreement.