Star Bulk Carriers (SBLK) F-4/ARegistration of securities (foreign) (amended)

As filed with the Securities and Exchange Commission on February 8, 2024

Registration No. 333-276621

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

STAR BULK CARRIERS CORP.

(Exact name of Registrant as specified in their charters)

Not Applicable

(Translation of Registrant’s name into English)

Star Bulk Carriers Corp.

c/o Star Bulk Management Inc.

40 Agiou Konstantinou Str.,

Maroussi 15124,

Athens, Greece

011-30-210-617-8400

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Star Bulk Carriers Corp.

c/o Star Bulk (USA) LLC

Attention: Hamish Norton

358 5^th Ave., Suite 1207, New York, NY 10001

(646) 559-1140

(Name, address, including zip code, and telephone number, including area code, of agent for service of the Registrant)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public:

As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY - SUBJECT TO COMPLETION - DATED FEBRUARY 8, 2024

TRANSACTION PROPOSED - YOUR VOTE IS VERY IMPORTANT

Dear Shareholders of Eagle Bulk Shipping Inc.:

On December 11, 2023, Eagle Bulk Shipping Inc. (“Eagle”), Star Bulk Carriers Corp. (“Star Bulk”), and Star Infinity Corp., a wholly owned subsidiary of Star Bulk (“Merger Sub”), entered into an Agreement and Plan of Merger (the “merger agreement”), pursuant to which, subject to approval of Eagle shareholders and the satisfaction or (to the extent permitted by law) waiver of other specified closing conditions, Merger Sub will be merged with and into Eagle (the “merger”), with Eagle surviving the merger and becoming a wholly owned subsidiary of Star Bulk. Star Bulk common stock is traded on the Nasdaq Global Select Market under the symbol “SBLK” and Eagle common stock is traded on the NYSE under the symbol “EGLE”.

If the merger is completed, each share of Eagle common stock (other than shares held by Eagle, Star Bulk, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries) will be converted into the right to receive 2.6211 validly issued, fully paid and non-assessable shares of common stock of Star Bulk (and, if applicable, cash in lieu of fractional shares) (the “merger consideration”), less any applicable withholding taxes. As of the date of this proxy statement/prospectus, based on the current number of shares of Star Bulk common stock and Eagle common stock outstanding and reserved for issuance, which takes into account the shares underlying existing Eagle equity awards and the shares expected to be issued upon the conversion of Eagle’s 5.00% Convertible Senior Notes due 2024 (the “convertible notes”), Star Bulk expects to issue approximately 33,801,999 shares of Star Bulk common stock in the aggregate as a result of the merger, and we estimate that, immediately following the consummation of the merger and assuming the conversion of the convertible notes, pre-merger Star Bulk shareholders will own approximately 71% and former Eagle shareholders will own approximately 29% of the Star Bulk common stock on a fully diluted basis. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration”.

Your vote is very important regardless of the number of shares of Eagle common stock that you own. The merger cannot be completed without (1) the approval and authorization of the merger agreement and the merger by the affirmative vote of holders of a majority of the outstanding shares of Eagle common stock entitled to vote thereon and (2) the approval of the issuance of shares of Eagle common stock issuable upon the potential future conversion of the convertible notes in excess of the conversion share cap set forth in the indenture by the affirmative vote of a majority of the votes cast by holders of shares of Eagle common stock entitled to vote thereon. Because of this, Eagle is holding a special meeting of its shareholders on [ ], 2024 to vote on the proposals necessary to complete the merger. At the special meeting, Eagle shareholders will also be asked to approve a non-binding compensation advisory proposal and an adjournment proposal, both of which are not a condition to the consummation of the merger. Information about the special meeting, the merger, the merger agreement and the other business to be considered by shareholders at the special meeting is contained in this proxy statement/prospectus. The Eagle board has fixed the close of business on [ ], 2024 as the record date for the determination of Eagle shareholders entitled to notice of, and to vote at, the special meeting. Any shareholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of Eagle common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 24.

The Eagle board has unanimously determined and declared that the merger agreement and the consummation of the transactions contemplated thereby, including the merger, are advisable and fair to, and in the best interests of, Eagle and the Eagle shareholders, approved and authorized the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger

agreement be submitted to Eagle shareholders for consideration at a meeting of such shareholders, and unanimously recommends that Eagle shareholders vote “FOR” the proposal to approve and authorize the merger agreement and the transactions contemplated thereby, including the merger, and “FOR” the proposal to approve the issuance of shares of Eagle common stock issuable upon the potential future conversion of the convertible notes in excess of the conversion share cap set forth in the indenture.

Your vote is very important regardless of the number of shares of Eagle common stock that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only via live webcast at [ ] a.m., Eastern Time, on [ ], 2024. You will be able to attend the meeting, submit questions and vote your shares electronically by visiting www.virtualshareholdermeeting.com/EGLE2024SM.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [ ], 2024 and is first being mailed to shareholders of Eagle on or about [ ], 2024.

EAGLE BULK SHIPPING INC.

300 First Stamford Place, 5th Floor

Stamford, Connecticut 06902

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on [ ], 2024

To the Shareholders of Eagle Bulk Shipping Inc.:

We are pleased to invite you to attend and notice is hereby given that Eagle Bulk Shipping Inc., referred to as Eagle, will hold a special meeting of its shareholders, referred to as the Eagle special meeting, which will be conducted solely as a virtual meeting via the internet at www.virtualshareholdermeeting.com/EGLE2024SM on [ ], 2024 at [ ] a.m., Eastern Time for the following purposes:

Eagle will not transact any other business at the Eagle special meeting, except such business as may properly be brought before the Eagle special meeting or any adjournment or postponement thereof. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the Eagle special meeting.

The Eagle board of directors (the “Eagle Board”) has fixed the close of business on [ ], 2024 as the record date for the Eagle special meeting, referred to as the Eagle record date. Only Eagle shareholders of record at that time are entitled to receive notice of, and to vote at, the Eagle special meeting or any adjournment or postponement thereof. Eagle is commencing its solicitation of proxies on or about [ ], 2024. Eagle will continue to solicit proxies until the date of the Eagle special meeting.

Completion of the merger is conditioned, among other things, upon (i) approval and authorization of the merger agreement and the merger by the Eagle shareholders, which requires the affirmative vote of holders of a majority of the outstanding shares of Eagle common stock entitled to vote thereon at the Eagle special meeting and (ii) authorization and approval by the Eagle shareholders of the issuance of shares of Eagle common stock

issuable upon the potential future conversion of the convertible notes in excess of the conversion share cap set forth in the indenture, which requires the affirmative vote of a majority of the votes cast by holders of shares of Eagle common stock entitled to vote thereon at the Eagle special meeting.

The Eagle Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger; determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to and in the best interests of Eagle and its shareholders; and unanimously recommends that Eagle shareholders vote:

“FOR” the merger proposal;

“FOR” the convertible note share issuance proposal;

“FOR” the advisory compensation proposal; and

“FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares of Eagle common stock that you own. A failure to vote your shares, or to provide instructions to your bank, broker or nominee as to how to vote your shares, is the equivalent of a vote against the merger proposal. Whether or not you expect to attend the Eagle special meeting in person (by participating through the virtual meeting website), to ensure your representation at the Eagle special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the internet site listed on the Eagle proxy card, (2) calling the toll-free number listed on the Eagle proxy card or (3) submitting your Eagle proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person (by participating through the virtual meeting website), but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Eagle common stock who is virtually present at the Eagle special meeting may vote in person (by participating through the virtual meeting website), thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Eagle special meeting in the manner described in the accompanying proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee.

The Eagle special meeting will be conducted solely as a virtual meeting via the internet. There will be no physical meeting location and the meeting will only be conducted via live webcast through the virtual meeting website. If you are a shareholder of record as of the Eagle record date for the Eagle special meeting and you plan to attend the Eagle special meeting virtually, visit www.virtualshareholdermeeting.com/EGLE2024SM and enter the 16-digit control number on the proxy card, voting instruction form or notice you received. On the day of the Eagle special meeting, shareholders may begin to log in to the virtual meeting website beginning at [ ] a.m., Eastern Time, and the meeting will begin promptly at [ ] a.m., Eastern Time. Please allow ample time for online login.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Eagle special meeting. If you encounter any difficulties accessing the virtual Eagle special meeting during check-in or the Eagle special meeting itself, please call the technical support number that will be posted on the virtual meeting platform log-in page.

The enclosed proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the Eagle special meeting. We urge you to carefully read this proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their

entirety. If you have any questions concerning any of the proposals in this notice, the merger or the proxy statement/prospectus, would like additional copies or need help voting your shares of common stock, please contact Eagle’s proxy solicitor or Eagle:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll-free: (877) 456-3442

Banks and brokers may call collect: (212) 750-5833

OR

Eagle Bulk Shipping Inc.

300 First Stamford Place, 5th Floor

Stamford, Connecticut 06902

Attention: Investor Relations

Telephone: (203) 276-8100

Email: investor@eagleships.com

By Order of the Eagle Bulk Shipping Inc. Board of Directors,

Constantine (Costa) Tsoutsoplides

Chief Financial Officer and Secretary

Stamford, Connecticut

[ ], 2024

REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates by reference important business and financial information about Star Bulk and Eagle from other documents that are not included in or delivered with the accompanying proxy statement/prospectus. For a listing of the documents incorporated by reference into the accompanying proxy statement/prospectus, see “Where You Can Find More Information”.

You can obtain any of the documents incorporated by reference into the accompanying proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

To receive timely delivery of the documents in advance of the Eagle special meeting, you should make your request no later than [ ], 2024, which is five days before the date of the Eagle special meeting.

You may also obtain any of the documents incorporated by reference into the accompanying proxy statement/prospectus without charge through the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. In addition, you may obtain copies of documents filed or furnished by Star Bulk with the SEC on Star Bulk’s internet website at http://www.starbulk.com under the tab “Investor Relations,” then under the tab “Financial Information,” then under the tab “SEC Filings”, or by contacting Star Bulk’s Investor Relations/Financial Media firm at starbulk@capitallink.com or by calling (212) 661-7566. You may also obtain copies of documents filed by Eagle with the SEC on internet website at http://www.eagleships.com under the tab “Investors”, then under the heading “SEC Filings”, or by contacting Eagle’s Investor Relations department at investor@eagleships.com, or by calling (203) 276-8100.

We are not incorporating the contents of the websites of the SEC, Star Bulk, Eagle or any other entity or any other website into the accompanying proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into the accompanying proxy statement/prospectus at these websites only for your convenience.

In addition, if you have questions about the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Innisfree M&A Incorporated, the proxy solicitor for Eagle, toll-free at (877) 456-3442. You will not be charged for any of these documents that you request.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by Star Bulk (File No. 333-276621), constitutes a prospectus of Star Bulk under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of common stock, par value $0.01 per share, of Star Bulk to be issued to Eagle shareholders pursuant to the merger agreement. This document also constitutes a proxy statement of Eagle under Section 14(a) of the Securities Exchange Act of 1934, as amended. It also constitutes a notice of meeting with respect to the Eagle special meeting, at which Eagle shareholders will be asked to consider and vote upon the merger proposal and certain other proposals.

Star Bulk has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Star Bulk and Star Infinity Corp., and Eagle has supplied all such information relating to Eagle. Star Bulk and Eagle have both contributed to the information relating to the merger and the merger agreement contained in this proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Star Bulk and Eagle have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth above on the cover page of this proxy statement/prospectus, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Eagle shareholders nor the issuance by Star Bulk of shares of Star Bulk common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or as the context otherwise requires, all references in this proxy statement/prospectus to:

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Table of Contents

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE EAGLE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement, the transactions contemplated by the merger agreement and the Eagle special meeting. They may not include all the information that is important to how Eagle shareholders vote. Eagle shareholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

Q: What is the merger?

A: Star Bulk, Merger Sub and Eagle have entered into a merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed merger, whereby, subject to satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement and described hereafter, Merger Sub will merge with and into Eagle, with Eagle continuing as the surviving corporation and a wholly owned subsidiary of Star Bulk. As a result of the merger, Eagle will no longer be a publicly held company. Following the merger, Eagle common stock (which is currently listed on the NYSE under the symbol “EGLE”) will be delisted from the NYSE, and deregistered under the Exchange Act.

Q: Why am I receiving these materials?

A: You are receiving this proxy statement/prospectus to help you decide how to vote your shares of Eagle common stock with respect to the merger proposal, the convertible note share issuance proposal and the other matters to be considered at the special meeting.

The merger cannot be completed unless, among other things, Eagle shareholders approve the merger proposal and the convertible note share issuance proposal at the Eagle special meeting.

This proxy statement/prospectus constitutes both a proxy statement of Eagle and a prospectus of Star Bulk. It is a proxy statement because the Eagle Board is soliciting proxies from its shareholders. It is a prospectus because Star Bulk will issue shares of Star Bulk common stock in exchange for outstanding shares of Eagle common stock in the merger. Information about the Eagle special meeting, the merger, the merger agreement and the other business to be considered by the Eagle shareholders at the Eagle special meeting is contained in this proxy statement/prospectus. Eagle shareholders should read this information carefully and in its entirety. The enclosed voting materials allow Eagle shareholders to vote their shares by proxy without attending the special meeting virtually.

Q: What will Eagle shareholders receive in the merger?

A: If the merger is completed, each share of Eagle common stock (other than excluded shares) will be converted into the merger consideration, which is the right to receive 2.6211 fully paid and non-assessable shares of Star Bulk common stock, and, if applicable, cash in lieu of fractional shares. The merger consideration is described in more detail in “The Merger Agreement—Merger Consideration”.

Q: Will I still be paid dividends prior to the completion of the merger?

A: The terms of the merger agreement limit the ability of Eagle and Star Bulk to declare or pay dividends prior to the completion of the merger. However, Star Bulk and Eagle have agreed to coordinate their record and payment dates for their regular quarterly dividends to ensure that the holders of Eagle common stock will not receive two dividends, or fail to receive one dividend, in any quarter with respect to their Eagle common stock and the shares of Star Bulk common stock that such holders receive in exchange therefor in the merger.

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Q: What respective equity stakes will Star Bulk shareholders and Eagle shareholders hold in the combined company immediately following the merger?

A: As of the date of this proxy statement/prospectus, based on the current number of shares of Star Bulk common stock and Eagle common stock outstanding and reserved for issuance, which takes into account the shares underlying existing Eagle equity awards and the shares expected to be issued upon the conversion of the convertible notes, we estimate that, immediately following completion of the merger, pre-merger holders of Star Bulk common stock will own approximately 71% and former holders of Eagle common stock will own approximately 29% of the Star Bulk common stock on a fully diluted basis. The relative ownership of Star Bulk shareholders and Eagle shareholders in the combined company immediately following the merger will depend on the number of shares of Star Bulk common stock and Eagle common stock issued and outstanding immediately prior to the merger.

Q: Will the market value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

A: Yes. Although the number of shares of Star Bulk common stock that holders of Eagle common stock will receive is fixed, the market value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the trading price of shares of Star Bulk common stock. Any fluctuation in the trading price of shares of Star Bulk common stock after the date of this proxy statement/prospectus will change the market value of the shares of Star Bulk common stock that holders of Eagle common stock will receive, but will not change the exchange ratio, which is fixed.

Q: When do Star Bulk and Eagle expect to complete the transaction?

A: Star Bulk and Eagle are working to complete the transaction as soon as practicable. We currently expect that the merger will be completed in the first half of 2024 after the Eagle special meeting (assuming the Eagle shareholder approval is obtained at the Eagle special meeting). Neither Eagle nor Star Bulk can predict, however, the actual date on which the merger will be completed because it is subject to conditions beyond each company’s control, including obtaining necessary regulatory approvals.

Q: What are Eagle shareholders being asked to vote on?

A: Eagle shareholders are being asked to vote on the following proposals:

1. Approval and Authorization of the Merger Agreement. To vote on a proposal to approve and authorize the merger agreement, which is further described in the section entitled “The Merger Agreement”, and a copy of which merger agreement is attached as Annex A to this proxy statement/prospectus, and the merger, referred to as the merger agreement proposal;

2. Convertible Note Share Issuance Proposal. To vote on a proposal to approve the issuance of shares of Eagle common stock issuable upon the potential future conversion of the convertible notes in excess of the conversion share cap set forth in the indenture, referred to as the convertible note share issuance proposal;

3. Advisory Compensation Proposal. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Eagle’s named executive officers in connection with the merger contemplated by the merger agreement, referred to as the advisory compensation proposal; and

4. Adjournment of the Eagle Special Meeting. To vote on a proposal to approve the adjournment of the Eagle special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Eagle special meeting to approve the merger proposal and/or the convertible note share issuance proposal, referred to as the adjournment proposal.

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Approval of the merger proposal and the convertible note share issuance proposal by Eagle shareholders is required for completion of the merger.

Q: What vote is required to approve each of the proposals at the Eagle special meeting?

A: The Merger Proposal: The affirmative vote of the holders of a majority of the shares of Eagle common stock outstanding and entitled to vote thereon (in person via the virtual meeting website or by proxy) at the Eagle special meeting is required to approve the merger proposal.

The Convertible Note Share Issuance Proposal: The affirmative vote of a majority of the votes cast by holders of Eagle common stock entitled to vote thereon (in person via the virtual meeting website or by proxy) at the Eagle special meeting is required to approve the convertible note share issuance proposal.

The Advisory Compensation Proposal: The affirmative vote of a majority of the shares by holders of shares of Eagle common stock present (in person via the virtual meeting website or by proxy) at the Eagle special meeting and entitled to vote on the proposal is required to approve the advisory compensation proposal.

The Adjournment Proposal: The affirmative vote of a majority of the shares by holders of shares of Eagle common stock present (in person via the virtual meeting website or by proxy) at the Eagle special meeting and entitled to vote on the proposal is required to approve the adjournment proposal.

Virtual attendance at the Eagle special meeting constitutes present in person for purposes of the quorum requirement under the Eagle bylaws.

Q: Why am I being asked to consider and vote on the advisory compensation proposal?

A: Under SEC rules, Eagle is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to Eagle’s named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation.

Q: What happens if Eagle shareholders do not approve, by non-binding, advisory vote, the advisory compensation proposal?

A: The vote on the advisory compensation proposal is separate and apart from the votes to approve the other proposals being presented at the Eagle special meeting. Because the vote on the advisory compensation proposal is advisory in nature only, it will not be binding on Eagle, Star Bulk or the combined company in the merger. Accordingly, the applicable compensation will be paid to Eagle’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if Eagle shareholders do not approve the advisory compensation proposal.

Q: Do any of Eagle’s directors or executive officers have interests in the merger that may differ from those of Eagle shareholders?

A: Certain of Eagle’s non-employee directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of Eagle shareholders generally. The Eagle Board was aware of the interests of Eagle’s directors and executive officers, and considered such interests when it approved the merger agreement and the transactions contemplated thereby and in making its recommendations to the Eagle shareholders. For more information regarding these interests, see sections entitled “The Merger—Interests of Eagle’s Directors and Executive Officers in the Merger”.

Q: How many votes do I have?

A: Each Eagle shareholder is entitled to one vote for each share of Eagle common stock held of record as of the Eagle record date.

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As of the Eagle record date, there were [   ] shares of Eagle common stock outstanding. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in street name.

Q: Are there any Eagle shareholders who have already committed to voting in favor of the proposals at the Eagle special meeting?

A: Contemporaneously with the execution of the merger agreement, each of Eagle’s executive officers and directors at the time entered into a voting agreement with Star Bulk, pursuant to which each such person agreed to vote for the merger agreement proposal, convertible note share issuance proposal and adjournment proposal. The Eagle executive officers and then directors owned approximately [   ]% of the outstanding shares of Eagle common stock as of the Eagle record date. For more information, please see “The Merger Agreement—Voting Agreements”.

Q: What constitutes a quorum for the Eagle special meeting?

A: The holders of a majority of the shares of Eagle common stock issued and outstanding as of the Eagle record date and entitled to vote, present in person via the virtual meeting website or represented by proxy, will constitute a quorum for the transaction of business at the Eagle special meeting. Abstentions (which are described below) will count for purposes of determining the presence of a quorum for the transaction of business at the Eagle special meeting.

Q: How does the Eagle Board recommend that Eagle shareholders vote?

A: The Eagle Board recommends that Eagle shareholders vote: “FOR” the merger proposal, “FOR” the convertible note share issuance proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal.

Q: Why did the Eagle Board approve the merger agreement and the transactions contemplated by the merger agreement, including the merger?

A: For information regarding the Eagle Board’s reasons for approving and recommending the approval and authorization of the merger agreement and the transactions contemplated by the merger agreement, including the merger, see the section entitled “The Merger—Recommendation of the Eagle Board and its Reasons for the Transaction”.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the Eagle special meeting. Please follow the instructions set forth on the Eagle proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your bank, broker or other nominee.

Please do not submit your stock certificates representing shares of Eagle common stock at this time. If the merger is completed, you will receive instructions for surrendering your stock certificates for shares of Star Bulk common stock from the exchange agent.

Q: Does my vote matter?

A: Yes. The merger cannot be completed unless (i) the merger proposal is approved and authorized by the affirmative vote of the holders of a majority of the outstanding shares of Eagle common stock entitled to vote thereon (in person via the virtual meeting website or by proxy) at the Eagle special meeting and (ii) the convertible note share issuance proposal is approved by the affirmative vote of a majority of the votes cast by holders of Eagle common stock entitled to vote thereon (in person via the virtual meeting website or by proxy) at the Eagle special meeting.

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Q: How do I vote?

A: If you are a record holder of Eagle common stock as of the Eagle record date, you are entitled to receive notice of, and cast a vote at, the Eagle special meeting. Each holder of Eagle common stock is entitled to cast one vote on each matter properly brought before the Eagle special meeting for each share of Eagle common stock that such holder owned of record as of the Eagle record date. You may submit your proxy before the Eagle special meeting in one of the following ways:

If you are an Eagle record holder, you may also cast your vote virtually at the Eagle special meeting by following the instructions at www.virtualshareholdermeeting.com/EGLE2024SM. If you decide to attend the Eagle special meeting virtually and vote at the meeting, your vote will revoke any proxy previously submitted.

The Eagle special meeting will begin promptly at [   ] a.m., Eastern Time, on [   ], 2024. Eagle encourages its shareholders to access the meeting prior to the start time leaving ample time for check-in. Please follow the instructions outlined in this proxy statement/prospectus.

Even if you attend the Eagle special meeting virtually, Eagle recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the Eagle special meeting.

You will need to enter your 16-digit control number, which can be found on your voting instruction form or proxy card. Your 16-digit control number will pre-register you for the special meeting. If you have questions about admission to the Eagle special meeting, please call 800-690-6903.

If your shares are held in “street name,” through a bank, broker or other nominee, that institution will send you separate instructions describing the procedures for voting your shares.

Q: What is the difference between holding shares as a record holder and as a beneficial owner?

A: You are a “record holder” if your shares are registered directly in your name with Eagle’s transfer agent, Computershare Trust Company, N.A., referred to as Computershare. As the record holder, you have the right to vote virtually at the Eagle special meeting. You may also vote by internet, telephone or mail, as described in the notice and above under the heading “How do I vote?”. You are deemed to beneficially own shares in “street name” if your shares are held by a bank, broker or other nominee. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. If you beneficially own your shares, you are invited to attend the Eagle special meeting virtually; however, you may not vote your shares in person at the Eagle special meeting unless you obtain a “legal proxy” from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at Eagle special meeting.

Q: If my shares are held in “street name” by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A: If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Eagle or by voting virtually at the Eagle special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Your bank, broker or other nominee is obligated to provide you with a voting instruction card for you to use.

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Banks, brokers or other nominees who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Eagle special meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power.

If you are a beneficial owner of Eagle common stock and you do not instruct your bank, broker or other nominee on how to vote your shares:

Q: What if I fail to vote or abstain?

A: For purposes of the Eagle special meeting, an abstention occurs when an Eagle shareholder attends the Eagle special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger Proposal: An abstention will have the same effect as a vote cast “AGAINST” the merger proposal. If an Eagle shareholder is not present virtually at the Eagle special meeting and does not respond by proxy, it will have the effect of a vote cast “AGAINST” such proposal.

Convertible Note Share Issuance Proposal: An abstention will have no effect on the vote count for the convertible note share issuance proposal. If an Eagle shareholder is not present virtually at the Eagle special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

Advisory Compensation Proposal: An abstention will have the same effect as a vote cast “AGAINST” the advisory compensation proposal. If an Eagle shareholder is not present virtually at the Eagle special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

Adjournment Proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If an Eagle shareholder is not present virtually at the Eagle special meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

Q: What will happen if I return my proxy or voting instruction card without indicating how to vote?

A: If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Eagle Board with respect to that proposal.

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Q: May I change or revoke my vote after I have delivered my proxy or voting instruction card?

A: Yes. If you are a record holder, you may change or revoke your vote before your proxy card is voted at the Eagle special meeting as described herein. You may do so in one of the following four ways:

If you choose any of the first three methods, you must take the described action no later than the beginning of the Eagle special meeting.

If your shares are held in an account at a bank, broker or other nominee and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your bank, broker or other nominee, you should contact your bank, broker or other nominee to change your vote.

Q: What are the material U.S. federal income tax consequences of the merger to holders of Eagle common stock?

A: As further described below in the section entitled “Material U.S. Federal Income Tax Consequence of the Merger”, it is the opinion of Akin Gump Strauss Hauer & Feld LLP (“Akin”) that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “intended tax treatment”). Accordingly, subject to the limitations and qualifications described below under “Material U.S. Federal Income Tax Consequences of the Merger,” a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) will generally (i) not recognize any gain or loss upon the exchange of Eagle common stock for Star Bulk common stock in the merger (other than with respect to cash received in lieu of a fractional share of Star Bulk common stock), (ii) have a tax basis in the Star Bulk common stock received in the merger (including any fractional share of Star Bulk common stock for which cash is received) equal to the tax basis of the Eagle common stock surrendered in exchange therefor, and (iii) have a holding period for the Star Bulk common stock received in the merger (including any fractional share of Star Bulk common stock for which cash is received) that includes its holding period for its Eagle common stock surrendered in exchange therefor.

Akin’s opinion is based on certain representations and undertakings from each of Eagle and Star Bulk made as of the date hereof and intended to be accurate as of the closing date. However, the completion of the merger is not conditioned on the merger qualifying for the intended tax treatment or upon the receipt of an opinion of counsel to that effect. Neither Eagle nor Star Bulk has sought or intends to seek a ruling from the IRS that the merger will qualify for the intended tax treatment. The tax consequences if the merger does not qualify for the intended tax treatment are described further below under “Material U.S. Federal Income Tax Consequences of the Merger”.

Q: Where can I find the voting results of the Eagle special meeting?

A: The preliminary voting results will be announced at the Eagle special meeting. In addition, within four business days following certification of the final voting results, Eagle intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q: Are holders of Eagle common stock entitled to dissenters or appraisal rights?

A: No. Holders of Eagle common stock are not entitled to appraisal rights under the BCA or the merger agreement. For more information, see the section entitled “The Merger—Timing of the Transaction”.

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Q: What happens if I sell my shares of Eagle common stock after the Eagle record date but before the Eagle special meeting?

A: The Eagle record date for the Eagle special meeting is earlier than the date of the Eagle special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Eagle common stock after the Eagle record date but before the date of the Eagle special meeting, you will retain your right to vote at the Eagle special meeting. However, you will not have the right to receive the merger consideration to be received by Eagle shareholders in the merger. In order to receive the merger consideration, you must hold your shares through the completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal, the convertible note share issuance proposal or the other proposals to be considered at the Eagle special meeting?

A: Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors”. You also should read and carefully consider the risk factors of Star Bulk and Eagle contained in the documents incorporated by reference into this proxy statement/prospectus.

Q: What are the conditions to completion of the merger?

A: In addition to the approval of the merger proposal and the convertible note share issuance proposal by the Eagle shareholders as described above, completion of the merger is subject to the satisfaction or (to the extent permitted by law) waiver of a number of other conditions, including:

For a more complete description of the conditions to the merger, see “The Merger Agreement—Conditions to the Completion of the Merger”.

Q: Will a proxy solicitor be used?

A: Eagle has engaged Innisfree M&A Incorporated (“Innisfree”) in the solicitation process. Eagle will pay Innisfree $30,000, plus a potential success fee of $15,000, and will reimburse Innisfree for certain expenses.

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Q: Whom should I contact if I have any questions about the proxy materials or voting?

A: If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed Eagle proxy card, you should contact Innisfree, the proxy solicitation agent for Eagle, at (877) 456-3442 (for shareholders) or (212) 750-5833 (for banks and brokers).

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement/prospectus, before making a decision on the merger proposal or the other proposals presented herein, as applicable. As a Star Bulk shareholder following completion of the merger, Eagle shareholders will be subject to all risks inherent in the pre-merger businesses of both Star Bulk and Eagle. The market value of the shares of Star Bulk common stock to Eagle shareholders will reflect the performance of the business relative to, among other things, that of the competitors of Star Bulk and Eagle and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement/prospectus. For information about the filings incorporated by reference in this proxy statement/prospectus, see the section entitled “Where You Can Find More Information”.

Risks Related to the Merger

Because the market value of shares of Star Bulk common stock that Eagle shareholders will receive in the merger may fluctuate, Eagle shareholders cannot be sure of the market value of the merger consideration that they will receive in the merger.

Pursuant to the merger agreement, each share of Eagle common stock will be cancelled in exchange for the right to receive 2.6211 shares of Star Bulk common stock. Accordingly, the merger consideration that Eagle shareholders will receive upon completion of the merger is a fixed number of shares of Star Bulk common stock (except to the extent of any cash received in lieu of a fractional share of Star Bulk common stock), not a number of shares that will be determined based on a fixed market value. The market value of shares of Star Bulk common stock and the market value of shares of Eagle common stock at the effective time may vary significantly from their respective values on the date that the merger agreement was executed or at other dates, such as the date of this proxy statement/prospectus or the date of the Eagle special meeting. Changes in share price may result from a variety of factors, including, among others, changes in Star Bulk’s or Eagle’s respective businesses, operations or prospects, regulatory considerations, governmental actions, legal proceedings, certain permitted dilutive share issuances and general business, market, industry or political or economic conditions. Market assessments of the benefits of the merger, the likelihood that the merger will be completed and general and industry-specific market and economic conditions may also have an effect on the market price of shares of Star Bulk common stock and shares of Eagle common stock. Many of these factors are beyond Eagle’s or Star Bulk’s control. The merger consideration will not be adjusted to reflect any changes in the market value of shares of Star Bulk common stock or the market value of shares of Eagle common stock or the number of shares of Eagle common stock or number of shares of Star Bulk common stock outstanding at the closing. Therefore, the aggregate market value of the shares of Star Bulk common stock that an Eagle shareholder is entitled to receive at the time that the merger is completed could vary significantly from the value of the equivalent shares of Star Bulk common stock on the date of this proxy statement/prospectus or the date of the Eagle special meeting and, at the time of the Eagle special meeting, Eagle shareholders will not know or be able to calculate the value of the merger consideration they would receive upon completion of the merger. Neither Star Bulk nor Eagle is permitted to terminate the merger agreement solely because of changes in the market prices of shares of Eagle common stock or shares of Star Bulk common stock. Eagle shareholders are urged to obtain current market quotations for shares of Star Bulk common stock and shares of Eagle common stock. See the section entitled “Comparative Per Share Market Price and Dividend Information” for additional information on the historical market values of shares of Star Bulk common stock and shares of Eagle common stock.

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The completion of the merger is subject to a number of conditions and the merger agreement may be terminated in accordance with its terms. As a result, there is no assurance when or if the merger will be completed.

The completion of the merger is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement. These include, among others, at or prior to the effective time, (a) the approval and authorization of the merger agreement and the merger at the Eagle special meeting by the affirmative vote of holders of a majority of the outstanding shares of Eagle common stock entitled to vote thereon; (b) the approval of the convertible note share issuance proposal at the Eagle special meeting by the affirmative vote of a majority of the votes cast by holders of shares of Eagle common stock entitled to vote thereon; (c) the effectiveness of the registration statement on Form F-4 of which this proxy statement/prospectus is a part and the absence of an actual or threatened proceeding by the SEC to stop the effectiveness of the registration statement on Form F-4; (d) no governmental entity of competent jurisdiction having entered, enacted, promulgated, enforced or issued any restraints preventing, making illegal or prohibiting the consummation of the merger; (e) the expiration or termination of all applicable waiting periods (and extensions thereof) under the HSR Act and the receipt of certain other approvals from applicable governmental entities; (f) the approval for listing of the shares of Star Bulk common stock constituting the merger consideration on Nasdaq, subject to official notice of issuance; (g) the accuracy of the representations and warranties contained in the merger agreement (subject to specified materiality qualifiers); (h) compliance with the pre-closing covenants and agreements in the merger agreement in all material respects; (i) the absence of a material adverse effect with respect to Eagle and Star Bulk; and (j) the delivery to Star Bulk or Eagle, as applicable, of a certificate signed on behalf of Eagle or Star Bulk, as applicable by a duly authorized executive officer of Eagle or Star Bulk, as applicable, certifying as to the satisfaction of the conditions described in (g) and (h) hereof. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to close the merger.

In addition, if the merger is not completed on or before the end date of September 11, 2024, either Star Bulk or Eagle may choose to terminate the merger agreement; provided, however, that the end date of September 11, 2024 may be extended by either Star Bulk or Eagle to a date not beyond December 11, 2024 if the only remaining condition to closing to be satisfied is the expiration or termination of the waiting period under the HSR Act or the receipt of certain approvals from applicable governmental entities. However, this right to terminate the merger agreement will not be available to Star Bulk or Eagle if such party has materially breached the merger agreement and the breach is the cause of or resulted in the failure of the merger to be completed prior to the end date. Star Bulk or Eagle may elect to terminate the merger agreement in certain other circumstances, and Star Bulk and Eagle can mutually decide to terminate the merger agreement at any time prior to the effective time, before or after the required approval by the Eagle shareholders. If the merger agreement is terminated, Star Bulk and Eagle may incur substantial fees in connection with the termination of the merger agreement and Star Bulk and Eagle will not recognize the anticipated benefits of the merger. For more information, see the sections entitled “The Merger Agreement—Conditions to the Completion of the Merger” and “The Merger Agreement—Termination of the Merger Agreement”.

The completion of the merger is subject to receipt of consents, orders and approvals from regulatory and governmental entities, which may delay, or result in conditions or restrictions on, the closing of the merger or prevent the closing of the merger entirely.

The completion of the merger is subject to the satisfaction or waiver of a number of conditions relating to the receipt of consents, order and approvals from regulatory and governmental entities under the HSR Act and from certain other governmental entities, as well as the absence of any injunctions, other judgments or laws prohibiting the merger. In addition, the Form F-4 must be declared effective by the SEC. As a result of these conditions, the merger may not be completed until notifications have been given and information furnished to the DOJ and the FTC and all statutory waiting period requirements under the HSR Act have been satisfied, and certain other governmental approvals have been obtained. Completion of the merger is subject to the expiration or termination of the applicable waiting period under the HSR Act and the receipt of certain other governmental

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approvals as described in the section “The Merger—Regulatory Matters”. Star Bulk and Eagle have made the required filings and submissions with governmental entities and the waiting period under the HSR Act expired on January 22, 2024 at 11:59 p.m., Eastern Time. Even if all required consents, orders and approvals are obtained and all necessary conditions are satisfied, the consents, orders and approvals may include restrictive terms and conditions. Regulatory and governmental entities may impose conditions on the granting of consents, orders and approvals, and if regulatory and governmental entities seek to impose conditions, lengthy negotiations may ensue among the regulatory or governmental entities, Star Bulk and Eagle. These conditions and the process of obtaining these consents, orders and approvals could delay the completion of the merger and any such conditions may not be satisfied for an extended period of time following the Eagle special meeting, if at all.

The conditions imposed by regulatory and governmental entities on the granting of consents, orders and approvals may also require divestitures relating to the divisions, operations or assets of Star Bulk and Eagle, may impose limitations or costs, and may place restrictions on the conduct of Star Bulk’s or Eagle’s business. Compliance with these conditions may reduce the anticipated benefits of the merger, which could also have an adverse effect on the combined company’s business, cash flows and results of operations, and neither Star Bulk nor Eagle can predict, what, if any, changes may be required by regulatory or governmental authorities whose consents, orders or approvals are required.

Star Bulk or Eagle may waive one or more of the closing conditions without re-soliciting shareholder approval.

Star Bulk or Eagle may determine to waive, in whole or in part, one or more of the conditions to its obligations to consummate the merger. Each of Star Bulk and Eagle currently expects to evaluate the materiality of any waiver and its effect on its respective shareholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the merger or as to re-soliciting shareholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by Star Bulk or Eagle, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The termination of the merger agreement could negatively impact Eagle and could result in payment of a termination fee by Eagle.

If the merger agreement is terminated in accordance with its terms and the merger is not consummated, the ongoing businesses of Eagle may be adversely affected by a variety of factors. Eagle’s business may be adversely impacted by the failure to pursue other beneficial opportunities during the pendency of the merger, by the failure to obtain the anticipated benefits of completing the merger, by payment of certain costs relating to the merger, and by the focus of its management and the employees on the merger for an extended period of time rather than on management opportunities, day-to-day activities, or other issues. The market price of shares of Eagle common stock may decline as a result of any such failures to the extent that the current market prices reflect a market assumption that the merger will be completed.

Eagle may be required to pay Star Bulk a termination fee in the amount of $20 million in the case of certain events described herein, including if the Eagle Board changes its recommendation that the shareholders of Eagle approve the merger agreement or Eagle terminates the merger agreement in order to accept a superior proposal. If the merger agreement is terminated and Eagle determines to seek another business combination or strategic opportunity, Eagle may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger. For more information, see the sections entitled “The Merger Agreement—Solicitation; Change in Recommendation” and “The Merger Agreement—Expenses and Termination Fee”.

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The pendency of the merger could adversely affect Star Bulk’s and Eagle’s respective businesses, results of operations and financial condition.

Beginning at the time of the execution of the merger agreement and continuing until the merger closes or the merger agreement is terminated in accordance with its terms, the pendency of the merger could cause disruptions in and create uncertainty surrounding Star Bulk’s and Eagle’s businesses, including affecting Star Bulk’s and Eagle’s relationships with their existing and future customers, suppliers, partners in the business community and employees. This could have an adverse effect on Star Bulk’s and Eagle’s respective businesses, results of operations and financial condition, as well as the market prices of their shares, regardless of whether the merger is completed. Any adverse effect could be exacerbated by a prolonged delay in closing the merger. Star Bulk and Eagle could also potentially lose customers or suppliers, existing customers or suppliers may seek to change their existing business relationships or renegotiate their contracts with Star Bulk or Eagle or defer decisions concerning Star Bulk or Eagle, and potential customers or suppliers could defer entering into contracts with Star Bulk or Eagle, each as a result of uncertainty relating to the merger. In addition, in an effort to complete the merger, Star Bulk and Eagle have expended, and will continue to expend, significant management resources, which are being diverted from Star Bulk’s and Eagle’s day-to-day operations, and significant demands are being, and will continue to be, placed on the managerial, operational and financial personnel and systems of Star Bulk and Eagle in connection with efforts to complete the merger.

Third parties may terminate, alter or decline to renew existing contracts or relationships with Star Bulk or Eagle.

Each of Star Bulk and Eagle has contracts with customers, suppliers, vendors, distributors, landlords, lenders, licensors, joint venture partners and other business partners and these contracts may require Star Bulk or Eagle, as applicable, to obtain consent from these other parties in connection with the merger. If these consents cannot be obtained, the counterparties to these contracts (and other third parties with which Star Bulk and/or Eagle currently have relationships, even if not contractual) may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships or terms of such contracts with either or both parties in anticipation of the merger, or with the combined company following the merger. In addition, counterparties to agreements that are near termination may determine not to renew such agreements as a result of the merger or seek amendments to terms of existing contracts. The pursuit of such termination rights or amendments, or a determination not to renew such agreements, may result in Star Bulk, Eagle or the combined company suffering a loss of potential future revenue, incurring liabilities in connection with breaches of agreements or losing rights that are material to its business. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the merger or the termination of the merger agreement.

Star Bulk and Eagle will incur substantial transaction fees and costs in connection with the merger.

Star Bulk and Eagle have incurred and expect to continue to incur additional material expenses in connection with the merger and the completion of the transactions contemplated by the merger agreement, including costs relating to obtaining required Eagle shareholder approvals and regulatory approvals. Star Bulk and Eagle have incurred significant legal, financial and other advisory services fees in connection with the process of negotiating and evaluating the terms of the merger and will continue to incur significant costs, such as legal, accounting, financial advisory, filing and printing fees, prior to and in connection with the completion of the merger. Additional significant unanticipated costs may be incurred in the course of integrating the businesses of Star Bulk and Eagle after completion of the merger. Irrespective of whether the merger is completed, Star Bulk and Eagle will need to pay certain costs relating to the merger incurred prior to the date the merger was abandoned, including legal, accounting, financial advisory, filing and printing fees. These costs may be significant and could have an adverse effect on the parties’ future results of operations, cash flows and financial condition.

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Each party may not have discovered certain liabilities of the other party or other factors that may adversely affect the future financial performance of the relevant company.

In the course of the due diligence review of Star Bulk that Eagle conducted prior to the execution of the merger agreement, and the due diligence review of Eagle that Star Bulk conducted prior to the execution of the merger agreement, the party conducting due diligence may not have discovered, or may have been unable to quantify, certain liabilities of the other party or other factors that may have an adverse effect on the business, results of operations, financial condition and cash flows of the other party or the combined company after the consummation of the merger or on the value of the shares of Star Bulk common stock after the consummation of the merger. Neither party’s existing shareholders will be indemnified or otherwise compensated for any of these liabilities or other adverse effects resulting from other factors.

While the merger agreement is in effect, Eagle is subject to restrictions on its business activities. These provisions may discourage a potential competing transaction counterparty from making a favorable alternative transaction proposal.

Under the merger agreement, Eagle, subject to certain exceptions, is subject to a range of restrictions on the conduct of its business and generally must operate its business in the ordinary course prior to completing the merger (unless it obtains Star Bulk’s consent, which is not to be unreasonably withheld, conditioned or delayed). In addition, consent of Star Bulk (not to be unreasonably withheld, conditioned or delayed) is required for Eagle to take a number of enumerated non-ordinary course actions. These restrictions may constrain Eagle’s ability to pursue certain business strategies. The restrictions may also prevent Eagle from pursuing otherwise attractive business opportunities, making acquisitions and investments or making other changes to its business prior to the completion of the merger or the termination of the merger agreement. Any such lost opportunities may reduce Eagle’s competitiveness or efficiency and could lead to an adverse effect on Eagle’s business, financial results, financial condition or share prices. These interests are described in more detail in the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business”.

In addition, subject to certain exceptions, the merger agreement prohibits Eagle from (a) initiating, soliciting, assisting or knowingly encouraging or facilitating any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Eagle takeover proposal; (b) entering into, engaging in, continuing or otherwise participating in any discussions or negotiations regarding, or furnishing to any person any non-public information relating to, or affording any other person access to the business, operations, assets, books, records or personnel of Eagle in connection with, or for the purpose of facilitating or encouraging, an Eagle takeover proposal or any proposal that would reasonably be expected to lead to an Eagle takeover proposal; (c) approving, endorsing or recommending any Eagle takeover proposal or submitting an Eagle takeover proposal or any matter related thereto for the approval of Eagle shareholders; (d) waiving, terminating or modifying any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Eagle Board, unless the Eagle Board has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law; (e) entering into any contract, letter of intent or other document or similar agreement relating to an Eagle takeover proposal; or (f) authorizing or committing to do any of the foregoing.

These provisions may limit Eagle’s ability to pursue offers from third parties that could result in greater value to Eagle shareholders than they would receive in the merger. The termination fees payable to Star Bulk may also discourage third parties from pursuing an acquisition proposal with respect to Eagle.

Although it is the intent of the parties the merger qualify for the intended tax treatment, the completion of the merger is not conditioned on the merger qualifying for the intended tax treatment.

As discussed in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”, it is the opinion of Akin that the merger will qualify for the intended tax treatment. This opinion is based on certain

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representations and undertakings from each of Eagle and Star Bulk made as of the date hereof and intended to be accurate as of the closing date. However, completion of the merger is not conditioned on such representations and undertakings being given as of the closing date nor that the opinion of Akin be given as of the date of closing date. The consequences if the merger does not qualify for the intended tax treatment are described under “Material U.S. Federal Income Tax Consequences of the Merger”, and U.S. holders of Eagle common stock (as defined below) should be aware such consequences generally will differ from those if the merger does qualify for the intended tax treatment. U.S. Holders of Eagle common stock should review the discussion under “Material U.S. Federal Income Tax Consequences of the Merger” in the case the merger does not qualify for the intended tax treatment.

Directors and executive officers of Eagle may have interests in the merger that differ from, are in addition to, or conflict with, the interests of Eagle shareholders generally.

The directors and executive officers of Eagle negotiated the terms of the merger agreement and the Eagle Board recommended that the Eagle shareholders vote in favor of the proposals set forth herein, including the merger proposal and the convertible note share issuance proposal. Some of these directors and executive officers may have interests in the merger that are different from, or in addition to those of Eagle shareholders generally. Additional interests of the directors and executive officers of Eagle include the following and are more fully summarized below:

Eagle shareholders should be aware of these interests when they consider the recommendation of the Eagle Board that Eagle shareholders vote in favor of the proposals set forth herein, including the merger proposal and the convertible note share issuance proposal. The Eagle Board was aware of these interests when it determined that the merger agreement and the transactions contemplated thereby were advisable and fair to, and in the best interests of, the Eagle shareholders and recommended that the Eagle shareholders vote “FOR” the proposals set forth herein, including the merger proposal and the convertible note share issuance proposal. These interests are described in more detail in the section entitled “The Merger—Interests of Eagle’s Directors and Executive Officers in the Merger”.

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Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company following completion of the merger.

Each of Eagle and Star Bulk are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the completion of the merger will depend in part upon the ability of the combined company to retain certain key management personnel and employees of Eagle and Star Bulk. Prior to the completion of the merger, current and prospective employees of Eagle and Star Bulk may experience uncertainty about their roles following the completion of the transactions, which may have an adverse effect on the ability of the combined company to attract or retain key management and other key personnel. In addition, no assurance can be given that the combined company, after the completion of the merger, will be able to attract or retain key management personnel and other key employees to the same extent that Star Bulk and Eagle have previously been able to attract or retain their own employees.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of the combined company following completion of the merger.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information is subject to a number of assumptions, and does not take into account any synergies related to the proposed transaction. Further, the combined company’s actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial information that is included in this proxy statement/prospectus. In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims, if any. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by Star Bulk. The actual financial positions and results of operations of Star Bulk and Eagle prior to the merger and that of the combined company following the merger may be different, possibly materially, from the unaudited pro forma condensed combined financial information or Eagle’s or Star Bulk’s unaudited forecasted financial information included in this proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information and Eagle’s or Star Bulk’s unaudited forecasted financial information included in this proxy statement/prospectus may not prove to be accurate and may be affected by other factors. Any significant changes in the market price of Star Bulk common stock may cause a significant change in the purchase price used for Star Bulk’s accounting purposes and the unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus. For further discussion, see “Unaudited Pro Forma Condensed Combined Financial Information”.

Eagle shareholders and Star Bulk shareholders will have a reduced ownership and voting interest after the merger and will have less influence over the management of the combined company.

Eagle shareholders currently have the right to vote in the election of the Eagle Board and on certain other matters affecting Eagle. Upon the completion of the merger on the terms set forth in the merger agreement, each holder of shares of Eagle common stock that receives shares of Star Bulk common stock will become a shareholder of Star Bulk with a percentage ownership of the combined company that is smaller than the holder’s current percentage ownership of Eagle. Similarly, holders of shares of Star Bulk common stock will be diluted as a result of the issuance of shares to Eagle shareholders as the merger consideration. It is expected that, after taking into account the shares underlying existing Eagle equity awards and the shares expected to be issued upon the conversion of the convertible notes, the former shareholders of Eagle, as a group, will receive shares in the

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merger constituting approximately 29% of the outstanding shares of Star Bulk common stock immediately following the merger and existing shareholders of Star Bulk will retain approximately 71% of the outstanding shares of Star Bulk common stock on a fully diluted basis immediately following the merger. In addition, as of immediately following the merger, former directors of Eagle will constitute one of the 10 members of the combined company’s board of directors. As a result, holders of shares of Eagle common stock, as a group, will have significantly less influence on the management and policies of Star Bulk than they now have on the management and policies of Eagle.

Star Bulk and Eagle may be targets of shareholder class actions or derivative actions, which could result in substantial costs and may delay or prevent the merger from being completed.

Shareholder class action lawsuits or derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the merger, then that injunction may delay or prevent the merger from being completed. One of the conditions to consummating the merger is that no governmental entity has enacted or promulgated any statute, rule, regulation or law that prohibits or makes illegal the consummation of the merger and that there is no order or injunction issued by any governmental entity in effect preventing the consummation of the merger. Consequently, if a claimant secures injunctive or other relief prohibiting, delaying or otherwise adversely affecting Star Bulk’s or Eagle’s ability to complete the merger on the terms contemplated by the merger agreement, then such law or injunctive or other relief may prevent consummation of the merger in a timely manner or at all.

The Eagle Board has not requested, and does not anticipate requesting, an updated opinion from its financial advisor, Houlihan Lokey, reflecting changes in circumstances that may occur between the signing of the merger agreement and the completion of the merger.

Consistent with market practice, the Eagle Board has not obtained an updated opinion from its financial advisor, Houlihan Lokey, as of the date of this proxy statement/prospectus, and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the merger. Changes in the operations and prospects of Eagle, general market and economic conditions and other factors that may be beyond the control of Star Bulk and Eagle, and on which Houlihan Lokey’s opinion was based, may significantly alter the value of Star Bulk and Eagle or the market price of shares of Star Bulk common stock and shares of Eagle common stock by the time the merger is completed. Houlihan Lokey’s opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. The Eagle Board’s recommendation that Eagle shareholders vote “FOR” the merger proposal and the convertible note share issuance proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinion that the Eagle Board received from Houlihan Lokey, see the section entitled “The Merger—Opinion of Eagle’s Financial Advisor”.

Eagle shareholders will not be entitled to appraisal rights under Marshall Islands law in connection with the merger.

Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Under the BCA, shareholders of a Marshall Islands corporation do not have appraisal rights if the common stock they hold, as of the record date for determining the shareholders entitled to vote at a meeting of shareholders to act upon a merger, is listed on a national securities exchange. Since shares of Eagle common stock are listed on the NYSE, a national securities exchange, on the record date for the Eagle special meeting, Eagle shareholders will not be entitled to appraisal rights in connection with the merger.

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Risks Related to Eagle’s Business

You should read and consider the risk factors specific to Eagle’s business that will also affect the combined company after completion of the merger. These risks are described in “Part I. Item 1A. Risk Factors” of Eagle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as updated by the risks described in “Part II. Item 1A. Risk Factors” of Eagle’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, which are incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to Star Bulk’s Business

You should read and consider the risk factors specific to Star Bulk’s business that will also affect the combined company after completion of the merger. These risks are described in “Part I. Item 3. Key Information D. Risk Factors” of Star Bulk’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 and Star Bulk’s subsequent reports on Form 6-K, which are incorporated by reference into this proxy statement/prospectus, and in other documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to Star Bulk Following the Merger

The combined company may not realize all of the anticipated benefits of the merger or those benefits may take longer to realize than expected. The combined company may also encounter significant difficulties in integrating the two businesses.

Star Bulk anticipates that the merger will generate estimated annual cost and revenue synergies in excess of $50 million within the 12-18 months after closing. However, there is a risk that some or all of the expected benefits of the merger may fail to materialize, or may not occur within the anticipated time periods. The realization of the anticipated benefits may be affected by a number of factors, many of which will be beyond the control of Star Bulk. The challenge of combining previously independent businesses makes evaluating the business and future financial prospects of Star Bulk following the merger difficult. Star Bulk and Eagle have operated and, until the completion of the merger, will continue to operate, independently. The past financial performance of each of Star Bulk and Eagle may not be indicative of the future financial performance of the combined company. Realization of the anticipated benefits in the merger will depend, in part, on the ability of Star Bulk and Eagle to successfully integrate their operations in an efficient and timely manner and without adversely affecting current revenues and investments in future growth.

The combined company will be required to devote significant management attention and resources to integrating its business practices and support functions, including aligning policies and internal controls of the two companies. The diversion of management’s attention and any delays or difficulties encountered in connection with the merger and the subsequent coordination of the two companies’ operations could have an adverse effect on the business, financial results, financial condition or the share price of the combined company following the merger. The coordination process may also result in additional and unforeseen expenses.

The forecasts relating to Eagle and Star Bulk that were prepared in connection with the merger may not be realized, which may adversely affect the market price of shares of Star Bulk common stock following the merger.

In connection with their respective evaluations of the merger, the Eagle Board and Star Bulk Board each relied on, among other things, internal stand-alone forecasts prepared by Eagle and Star Bulk management, respectively (for more information see the sections entitled “The Merger—Certain Unaudited Forecasted Financial Information of Eagle” and “The Merger—Certain Unaudited Forecasted Financial Information of Star

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Bulk”). These forecasts were not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections are inherently based on estimates and assumptions that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Star Bulk and Eagle. Star Bulk’s or Eagle’s financial condition or results of operations may not be consistent with those set forth in the forecasts, which could have a material impact on the market price of shares of the Star Bulk common stock following the merger.

Disruption in the financial markets could affect the combined company’s ability to refinance existing obligations on favorable terms, or at all.

Star Bulk and Eagle both have existing debt obligations (Star Bulk’s and Eagle’s debt for borrowed money will remain outstanding following the merger), some of which the combined company may in the future wish to repay or refinance on an opportunistic basis. However, disruptions in the credit markets or uncertainty in the United States or elsewhere could result in a tightening of financial markets. As a result of financial market turmoil, the combined company may not be able to obtain the necessary funding to refinance its existing debt obligations on favorable terms (or at all). If the combined company is unable to successfully refinance its obligations at reasonable terms and conditions (including, but not limited to, pricing and other fee payments), this could result in additional costs to the combined company.

Following the consummation of the merger, the combined company’s substantial level of indebtedness and debt service obligations could adversely affect its business.

Following the completion of the merger, the combined company will have a significant amount of indebtedness outstanding. On a pro forma basis, the consolidated indebtedness of the combined company would have been approximately $1,534 million as of September 30, 2023 (see “Unaudited Pro Forma Condensed Combined Financial Information,” including the notes thereto). The combined company’s future net consolidated borrowing costs, which cannot be predicted at this time, will depend on rates in effect from time to time, the structure of the indebtedness, taxes and other factors.

This substantial level of indebtedness could have important consequences to the combined company’s business, including, but not limited to:

The combined company’s future results will suffer if it does not effectively manage its expanded operations following the merger.

The combined company’s future success depends, in part, upon Star Bulk’s ability to realize the anticipated benefits and cost savings from combining Star Bulk’s and Eagle’s businesses, including the need to integrate the

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operations and business of Eagle into its existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors, industry contacts and business partners.

The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that Star Bulk does not currently foresee. Some of the assumptions that Star Bulk has made, such as the achievement of operating synergies, may not be realized.

The combined company may be unable to make desirable acquisitions or to integrate successfully any businesses it acquires.

The future success of the combined company may depend in part on mergers or acquisitions or vessel acquisitions intended to complement, enhance or expand the combined company’s business or that might otherwise offer growth opportunities. The combined company’s ability to complete transactions in the future may be hindered by a number of factors, including potential difficulties in obtaining financing or in issuing the combined company’s own securities as payment in acquisitions or obtaining regulatory approvals.

Any future merger or acquisition that the combined company undertakes may pose risks related to the integration of the new business with the combined company’s business. The combined company may not achieve the benefits it expects from a particular merger, acquisition or investment, and furthermore, mergers, acquisitions or investments may also expose the combined company to various unanticipated liabilities. Mergers and acquisitions may also strain the combined company’s managerial and operational resources, as the challenge of managing new operations may divert its staff from monitoring and improving operations in its existing operations. If the combined company fails to coordinate its resources effectively to manage both its existing operations and any businesses the combined company acquires or with which it merges, this could have a material adverse effect on the combined company’s business, results of operations or financial condition.

The market price of Star Bulk’s common stock may decline as a result of the merger, including as a result of some Eagle and/or Star Bulk shareholders adjusting their portfolios.

Star Bulk expects that it will issue or reserve for issuance approximately 33,801,999 shares of Star Bulk common stock in order to deliver the merger consideration to Eagle shareholders at the effective time in connection with the merger, to convert Eagle equity awards into Star Bulk restricted shares and Star Bulk RSUs, as applicable, at the completion of the merger and in connection with the convertible notes. The issuance of the shares of Star Bulk common stock and the sale of additional shares that may become eligible for sale in the public market from time to time could have the effect of depressing the market value for shares of Star Bulk common stock. The increase in the number of shares of Star Bulk common stock may lead to sales of Star Bulk common stock or the perception that sales may occur, either of which may adversely affect the market for, and the market value of, shares of Star Bulk common stock.

In addition, the market price of shares of Star Bulk’s common stock may decline as a result of the merger if, among other things, the operational cost savings estimates in connection with the integration of Eagle and Star Bulk’s respective businesses are not realized or if the transaction costs related to the merger are greater than expected. The market price also may decline if the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the transactions on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about the combined company’s business, the price and/or trading volume of shares of the combined company’s common stock could decline.

The trading market for shares of the combined company’s common stock will depend, in part, on the research and reports that securities or industry analysts publish about the combined company and its business. If too few analysts maintain coverage of the combined company, the trading price for its shares might be adversely affected. Similarly, if one or more of the analysts currently covering Eagle cease coverage of the combined company or fail to publish reports on it regularly, demand for shares of the combined company’s common stock could decrease, which might cause the price of shares of the combined company’s common stock and trading volume to decline. In addition, if analysts publish inaccurate or unfavorable research about the combined company’s business, the price and/or trading volume of shares of the combined company’s common stock could decline.

Future offerings of debt or equity securities by the combined company may materially adversely affect the share price, and future capitalization measures could lead to substantial dilution of existing shareholders’ interests in the combined company.

The combined company may seek to raise additional equity through the issuance of new shares or convertible or exchangeable bonds to finance future organic growth or acquisitions. Increasing the number of issued shares would dilute the ownership interests of existing shareholders. Shareholders’ ownership interests could also be diluted if other companies or equity interests in companies are acquired in exchange for new shares of the combined company’s common stock to be issued and if shares are issued to employees under future equity incentive plans that may be adopted.

Each of Eagle and Star Bulk expects to incur substantial expenses related to the completion of the merger and the integration of Eagle and Star Bulk’s respective businesses.

Each of Eagle and Star Bulk will incur substantial expenses in connection with the completion of the merger to integrate a large number of processes, policies, procedures, operations, technologies and systems of Eagle and Star Bulk in connection with the merger. The substantial majority of these costs will be non-recurring expenses related to the transactions and facilities and systems consolidation costs. The combined company may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the transactions, and/or losses of, or decreases in orders by, customers, and may also incur other costs related to key management personnel and employees such as retention or severance costs. Eagle and Star Bulk will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the savings the combined company expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs. Factors beyond the parties’ control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE INFORMATION

The following tables present Star Bulk’s and Eagle’s historical and pro forma per share data as of and for the year ended December 31, 2022 and as of and for the nine months ended September 30, 2023. The pro forma per share data for the year ended December 31, 2022 and for the nine months ended September 30, 2023 is presented as if the merger had been completed on January 1, 2022. Except for the historical information for the year ended December 31, 2022 used to prepare the table below, the information provided in the tables below is unaudited. This information should be read together with the historical consolidated financial information and related notes of Star Bulk and Eagle, which is incorporated by reference in this proxy statement/prospectus, and with the unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the transaction had been completed as of the date indicated or will be realized upon the completion of the merger. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values are obtained, which changes could be materially different than the initial estimates.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

The following table sets forth the closing sale prices per share of Star Bulk common stock on Nasdaq and Eagle common stock on the NYSE, in each case on December 8, 2023, the last trading day prior to the public announcement of the merger agreement, and on February 7, 2024, the last practicable trading day prior to the mailing of this proxy statement/prospectus. Star Bulk common stock is traded on Nasdaq under the symbol “SBLK” and Eagle common stock is traded on the NYSE under the symbol “EGLE”. The high and low overall trading prices for the Star Bulk common stock on December 8, 2023, the last trading day immediately prior to the public announcement of the merger, were $20.42 and $20.04, respectively. The high and low overall trading prices for the Eagle common stock on December 8, 2023, the last trading day immediately prior to the public announcement of the merger agreement, were $44.89 and $43.98, respectively. The table also shows the estimated implied value of the merger consideration proposed for each share of Eagle common stock as of the same two dates. The implied value for share consideration was calculated by multiplying the closing sales price of a share of Star Bulk common stock on the relevant date by the exchange ratio of 2.6211 shares of Star Bulk common stock for each share of Eagle common stock.

The market prices of Star Bulk common stock and Eagle common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate prior to the completion of the merger. No assurance can be given concerning the market prices of Star Bulk common stock or Eagle common stock before completion of the merger or of Star Bulk common stock after the completion of the merger. Because the exchange ratio, which determines the merger consideration, will not be adjusted for changes in the market prices of either Star Bulk common stock or Eagle common stock, the market price of Star Bulk common stock (and, therefore, the value of the merger consideration) when received by the Eagle shareholders after the merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, these comparisons may not provide meaningful information to shareholders in determining how to vote with respect to the proposals described in this proxy statement/prospectus. We urge you to obtain current market quotations for Star Bulk common stock and Eagle common stock and to review carefully the other information contained in this proxy statement/prospectus. Please see “Risk Factors—Risks Related to the Merger—Because the market value of shares of Star Bulk common stock that Eagle shareholders will receive in the merger may fluctuate, Eagle shareholders cannot be sure of the market value of the merger consideration that they will receive in the merger”.

For more information on the market for Star Bulk’s or Eagle’s common equity, related shareholder matters and issuer purchases of equity securities, see Star Bulk’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, or Eagle’s Annual Report on Form 10-K for the fiscal year ended December  31, 2022, which are each incorporated by reference into this proxy statement/prospectus.

Dividend Information

The table below summarizes the dividends paid on Star Bulk common stock:

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The terms of the merger agreement limit the ability of Star Bulk to declare or pay additional dividends during the pendency of the merger without Eagle consent, other than Star Bulk’s regular quarterly dividend with respect to Star Bulk common stock (with declaration, record and payment dates and amounts consistent with past practice and in accordance with Star Bulk’s dividend policy).

The table below summarizes the dividends paid on Eagle common stock:

The terms of the merger agreement limit the ability of Eagle to declare or pay dividends prior to the completion of the merger, other than Eagle’s regular quarterly dividend with respect to Eagle common stock (with declaration, record and payment dates and amounts consistent with past practice and in accordance with Eagle’s dividend policy). In addition, certain of Eagle’s debt instruments place restrictions on its ability to pay cash dividends.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Star Bulk and Eagle have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “potential,” “outlook,” “attempt,” “forecast,” “continue,” “project,” “projection,” “goal,” “target,” or “objective,” the negative of these words, other terms of similar meaning or the use of future dates. These forward-looking statements are based on Star Bulk’s and Eagle’s current expectations and beliefs concerning future developments and their potential effect on their respective businesses.

The forward-looking statements contained in this proxy statement/prospectus are largely based on Star Bulk’s and Eagle’s expectations for the future, which reflect certain estimates and assumptions made by their respective managements. These estimates and assumptions reflect Star Bulk’s and Eagle’s best judgment based on currently known market conditions, operating trends and other factors. Although Star Bulk and Eagle believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond Star Bulk’s and Eagle’s control. As such, managements’ assumptions about future events may prove to be inaccurate. For a more detailed description of the risks and uncertainties involved, see “Risk Factors” in this proxy statement/prospectus and the risks described in “Part I. Item 3. Key Information D. Risk Factors” of Star Bulk’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 and “Part I. Item 1A. Risk Factors” of Eagle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as updated by the risks described in “Part II. Item 1A. Risk Factors” of Eagle’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, as well as risks described from time to time in Star Bulk’s Current Reports on Form 6-K, Eagle’s Current Reports on Form 8-K and other SEC filings made from time to time.

These cautionary statements qualify all forward-looking statements attributable to Star Bulk or Eagle, or persons acting on either’s behalf. Star Bulk management and Eagle management caution you that the forward-looking statements contained in this proxy statement/prospectus are not guarantees of future performance, and neither Star Bulk nor Eagle can assure you that such statements will be realized or that the events and circumstances they describe will occur. Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein include, but are not limited to:

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All subsequent written and oral forward-looking statements concerning Star Bulk, Eagle, the merger, the combined company or other matters attributable to Star Bulk or Eagle or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Star Bulk nor Eagle undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

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PARTIES TO THE MERGER

Information about Star Bulk Carriers Corp.

Star Bulk is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk’s vessels transport major bulks, which include iron ore, minerals and grain and minor bulks which include bauxite, fertilizers and steel products. Star Bulk was incorporated in the Republic of the Marshall Islands on December 13, 2006 and maintains offices in Athens, New York, Limassol, Singapore and Germany. Star Bulk stock trades on Nasdaq under the symbol “SBLK”.

As of November 13, 2023, Star Bulk had a fleet of 117 vessels (on a fully delivered basis), with an aggregate capacity of 13.2 million dwt, consisting of Newcastlemax, Capesize, Post Panamax, Kamsarmax, Panamax, Ultramax and Supramax vessels with carrying capacities between 53,489 dwt and 209,529 dwt. In addition to its owned fleet, Star Bulk enters into time charter-in agreements for third-party vessels for durations typically less than twelve months. Star Bulk conducts a significant portion of the commercial and technical management of its vessels in-house.

Star Bulk’s principal executive offices are located at c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str., Maroussi 15124, Athens, Greece, and its telephone number is 011-30-210-617-8400. Star Bulk’s website address is www.starbulk.com. Information contained on Star Bulk’s website does not constitute part of this proxy statement/prospectus. Additional information about Star Bulk is included in the documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information”.

Information about Star Infinity Corp.

Merger Sub, a wholly owned subsidiary of Star Bulk, is a Marshall Islands corporation incorporated on November 22, 2023 for the purpose of effecting the merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Merger Sub are located at c/o Star Bulk Management Inc., 40 Agiou Konstantinou Str., Maroussi 15124, Athens, Greece, and its telephone number is 011-30-210-617-8400.

Information about Eagle Bulk Shipping Inc.

Eagle is a U.S.-based, fully integrated shipowner-operator, providing global transportation solutions to a diverse group of customers including miners, producers, traders and end users. Headquartered in Stamford, Connecticut, with offices in Singapore and Copenhagen, Eagle focuses exclusively on the versatile midsize drybulk vessel segment and owns one of the largest fleets of Supramax/Ultramax vessels in the world. Eagle performs all management services in-house (strategic, commercial, operational, technical and administrative) and employs an active management approach to fleet trading with the objective of optimizing revenue performance and maximizing earnings on a risk-managed basis. Typical cargoes Eagle transports include both major bulk cargoes, such as iron ore, coal and grain and minor bulk cargoes such as fertilizer, steel products, petcoke, cement, and forest products. As of the date of this proxy statement/prospectus, Eagle owns and operates a modern fleet of 52 Supramax/Ultramax dry bulk vessels, with an aggregate carrying capacity of 3.16 million dwt and an average age of 10 years. In addition to its owned fleet, Eagle charters-in third-party vessels on both a short-term and long-term basis.

Eagle’s principal executive offices are located at 300 First Stamford Place, 5th Floor, Stamford, Connecticut 06902, and its telephone number is (203) 276-8100. Eagle’s website address is www.eagleships.com. Information contained on Eagle’s website does not constitute part of this proxy statement/prospectus. Eagle’s stock is publicly traded on the NYSE, under the ticker symbol “EGLE”. Additional information about Eagle is included in the documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information”.

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THE MERGER

Terms of the Merger

The Closing

At the effective time, Merger Sub will be merged with and into Eagle, with Eagle surviving the merger as a wholly owned subsidiary of Star Bulk. As a result, among other things, Star Bulk will become the ultimate parent of Eagle and all of its subsidiaries.

The closing of the merger will take place via electronic exchange of documents at 10:00 a.m., New York City time, on the second business day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to the consummation of the merger set forth in the merger agreement (except for conditions that by their nature are to be satisfied at the closing), unless another date or place is agreed to in writing by Eagle and Star Bulk.

The Merger Consideration

Subject to the terms and conditions set forth in the merger agreement, at the effective time, Eagle shareholders will have the right to receive, with respect to each share of Eagle common stock they hold at the effective time, 2.6211 fully paid and non-assessable shares of Star Bulk common stock, with cash paid in lieu of fractional shares of Star Bulk common stock. After taking into account the shares underlying existing Eagle equity awards and the shares expected to be issued upon the conversion of the convertible notes, the exchange ratio will result in the pre-effective time Star Bulk shareholders owning approximately 71% of the outstanding shares of Star Bulk common stock following the effective time of the merger and the pre-effective time Eagle shareholders owning approximately 29% of the outstanding shares of Star Bulk common stock on a fully diluted basis following the effective time.

The merger agreement does not contain any provision that would adjust the exchange ratio, including as a result of fluctuations in the market value of either company’s common stock. Because of this, the implied value of the stock consideration to Eagle shareholders will fluctuate between now and the completion of the merger and will depend on the market value of Star Bulk common stock at the time the merger is completed.

At the effective time, all shares of Eagle common stock that are held by Eagle, Star Bulk, Merger Sub or any of their respective direct or indirect wholly owned subsidiaries will be cancelled and will cease to exist and no consideration will be delivered in exchange for those shares.

Fractional shares will not be issued in connection with the merger. Any Eagle shareholders that would have received a fractional share of Star Bulk common stock based on the exchange ratio above will instead receive an amount in cash equal to the product of such fractional part, multiplied by the volume-weighted average trading price of shares of Star Bulk common stock on Nasdaq for the five trading days following the closing date (not counting the closing date).

Director and Officer Indemnification

Under the merger agreement, certain indemnification and insurance rights exist in favor of Eagle’s current and former directors and officers. See “The Merger Agreement—Covenants and Agreements” and “The Merger Agreement—Indemnification and Insurance” for information about these rights.

Background of the Merger

Eagle’s management and the Eagle Board regularly assess Eagle’s market environment, operations, fleet makeup, financial profile and overall strategic positioning, with the objective of maximizing long-term shareholder value. These

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assessments have included, from time to time, consideration of potential alternatives that would further Eagle’s strategic objectives and ability to generate accretive growth, while taking into account the expected opportunities and risks associated with such potential alternatives. Similarly, Eagle’s management team periodically explores, evaluates and discusses with the Eagle Board various strategic alternatives potentially available to Eagle, including acquisitions and divestitures, joint ventures and other potential transactions.

In February 2023, Mr. Paul Leand, chairman of the Eagle Board, became aware that Oaktree Capital Management, L.P. and its affiliates (collectively, “Oaktree”), Eagle’s then largest shareholder, was considering selling its shares of Eagle common stock (which represented approximately 27.64% of the then outstanding shares of Eagle common stock) to a third-party buyer. Given that Oaktree’s shares of Eagle common stock represented a material block and a transfer of such shares to a third party could have had a significant impact on Eagle’s governance and ability to execute on its strategic plan, Eagle immediately began considering potential options. Between February 2023 and June 2023, Eagle’s management and the Eagle Board thoroughly assessed and reviewed various alternatives and consulted with its legal advisors, Hogan Lovells US LLP (“Hogan Lovells”) and Akin, and financial advisor, Houlihan Lokey, who was engaged in May 2023 in connection with the Oaktree transaction, to determine if the repurchase of the Oaktree shares would be beneficial to Eagle and its shareholders. As a result of its review and consultation with outside advisors, the Eagle Board determined to negotiate with Oaktree for the purchase of such shares of Eagle common stock.

On June 16, 2023, Danaos filed a Schedule 13G with the SEC in which it reported that as of June 6, 2023, Danaos had acquired 1,370,836 shares of Eagle common stock, representing 9.99% of the issued and outstanding shares of Eagle common stock.

On June 22, 2023, Eagle entered into a securities purchase agreement with Oaktree for the purchase of its shares of Eagle common stock and implemented a rights plan.

On June 26, 2023, Danaos published a letter criticizing Eagle’s repurchase of the Eagle common stock held by Oaktree and the adoption by the Eagle Board of the rights plan.

On June 30, 2023, Castor Maritime filed a Schedule 13G with the SEC which disclosed that it had acquired 1,391,500 shares of Eagle common stock, for a total holding representing approximately 14.99% of the issued and outstanding shares of Eagle common stock, on June 20, 2023.

Later on June 30, 2023, the Eagle Board issued a letter to Danaos in response to its letter of June 26, 2023, in which the Eagle Board explained that the rights plan was adopted as a means to advance the best interest of its shareholders and to create maximum sustainable value for all of the Eagle shareholders. The Eagle Board further explained that it was in the best interest of the shareholders to facilitate Oaktree’s exit in a way that would prevent an entity, person or group from acquiring effective control without paying a control premium, minimize disruption and ensure that all shareholders would have a say in the future of Eagle. It also noted that the limited duration rights plan was necessary given the rapid and significant change in the recent shareholder base, and that the rights plan would expire on June 22, 2024 unless approved by the Eagle shareholders.

Over the course of the spring and the summer in 2023, representatives of Eagle participated in separate discussions with representatives of Danaos and Castor Maritime regarding their views with respect to Eagle going forward and certain related items. During the course of these discussions, representatives of Eagle inquired as to whether Danaos or Castor Maritime was planning or was interested in making an offer to acquire all of Eagle. Each of Danaos and Castor Maritime indicated that it was not interested in making such an offer at that time.

On July 6, 2023, Danaos filed a Schedule 13D (effectively updating its previously filed Schedule 13G) with the SEC (i) disclosing that, as a result of Eagle’s repurchase of Oaktree’s shares, Danaos now held approximately 16.7% of the issued and outstanding shares of Eagle common stock and (ii) responding to the Eagle Board’s letter of June 30, 2023.

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In late June 2023, representatives of Star Bulk initiated discussion with Mr. Leand to inquire as to whether Eagle would be interested in a potential transaction with Star Bulk.

On July 4, 2023, representatives of Star Bulk sent Mr. Leand a draft term sheet for a proposed NAV to NAV transaction between Eagle and Star Bulk, whereby Eagle would merge in a stock for stock transaction with a wholly owned subsidiary of Star Bulk. The draft term sheet indicated that following the proposed transaction, the Star Bulk Board would be composed of 11 directors, including 10 directors from the existing Star Bulk Board and one director from the existing Eagle Board. In addition, the draft term sheet contemplated that Eagle’s bank debt would be rolled over into the new capital structure. Mr. Leand sent the draft term sheet to the Eagle Board and Eagle’s management.

At a meeting of the Eagle Board held by telephone and videoconference on July 7, 2023 and attended by certain members of the management team and representatives of Akin and Hogan Lovells, Mr. Leand provided an update with respect to his separate conversations with representatives of both Danaos and Castor Maritime. The Eagle Board also discussed the draft term sheet received from Star Bulk on July 4, 2023. Following discussion of these and certain other items among the members of the Eagle Board, including (i) the positions taken by Danaos and Castor Maritime and (ii) the scheduled expiration of the rights plan on June 22, 2024 if such plan was not approved by the Eagle shareholders prior to such time, the Eagle Board elected not to pursue any specific transaction at such time, including the transaction contemplated by the draft term sheet received from Star Bulk, but directed Eagle’s management to conduct a strategic review of its competitive landscape and capital structure, after which the Eagle Board would evaluate strategic alternatives to maximize value for all Eagle shareholders.

In late July 2023, Eagle’s management discussed with the Eagle Board a preliminary strategic review, following which the Eagle Board approved the engagement by Eagle of a financial advisor in connection with the strategic review process. In September 2023, Eagle engaged Houlihan Lokey as its advisor because of, among other things, the Eagle Board’s recent experience with Houlihan Lokey during the repurchase of Oaktree’s shares of Eagle common stock, Houlihan Lokey’s significant knowledge of the shipping industry, strong investment banking reputation and experience in advising companies and boards of directors in connection with a variety of corporate transactions.

On September 7, 2023, Eagle received an unsolicited proposal from another party (“Party A”), which contemplated that Party A would acquire all the issued and outstanding shares of Eagle common stock at a value of $54.00 per share of Eagle common stock, consisting of $29.70 per share in shares of Party A’s common stock (based on the trading price of Party A’s common stock at such time) and $24.30 per share of Eagle common stock in cash. Eagle’s management communicated the proposal to the Eagle Board, and based on the projected profile of the combined company, including the anticipated market capitalization, post-combination fleet makeup, and the pro forma capitalization and market trading potential, the fact that Party A’s common stock had historically traded at a large discount to NAV, and the fact that Eagle’s strategic review was ongoing, the Eagle Board determined not to pursue a transaction with Party A at such time. On September 11, 2023, Eagle’s management called Party A to advise them that Eagle was not interested in a pursuing transaction with Party A on such terms at such time.

On September 26, 2023, the Eagle Board held a meeting by telephone and videoconference attended by members of the management team and representatives of Houlihan Lokey in which Houlihan Lokey discussed its strategic review of Eagle and analysis of strategic alternatives, a summary of the inbound proposals made to Eagle by Star Bulk and Party A, and Eagle’s recent shareholder activity. Houlihan Lokey also described the changes in Eagle’s capital structure and market share price development of Eagle, the market perspectives regarding Eagle and its competitive landscape. The Eagle Board, with the assistance of Houlihan Lokey and

management, engaged in a discussion regarding various strategic alternatives available to Eagle, including Eagle remaining an independent company and executing on its current business plan, balance sheet alternatives, and merger and acquisition options, and reviewed the competitive landscape in light of possible strategic alternatives.

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The Eagle Board also discussed Eagle’s share trading profile post the repurchase of Oaktree’s shares and the disclosure that Danaos and Castor Maritime had acquired shares in Eagle, including how Eagle common stock may trade going forward with two shipping companies holding a significant block of the outstanding common stock, how the relative market trading price to NAV per share for Eagle and Star Bulk had moved since early July and, in light of the foregoing, a proposed transaction with Star Bulk was more attractive to Eagle as compared to July. The Eagle Board also discussed the previously submitted proposal from Party A, including in comparison to the prior Star Bulk proposal, and concluded that, at such time, a potential NAV to NAV transaction with Star Bulk on the terms previously communicated to Eagle was more attractive to Eagle than a potential transaction on the terms proposed by Party A.

After such discussion the Eagle Board concluded that Eagle was open to engaging with third parties with respect to a potential transaction.

In early October 2023, Mr. Leand reached out to Mr. Hamish Norton, President of Star Bulk, to inquire as to whether Star Bulk continued to be interested in a potential NAV to NAV transaction with Eagle on the terms previously communicated in Star Bulk’s July draft term sheet.

On October 4, 2023, the Eagle Board held a meeting by telephone and videoconference attended by certain members of the management team and representatives of Houlihan Lokey in which Mr. Leand provided an update on discussions between Mr. Leand and representatives of Star Bulk regarding a potential transaction based on the draft term sheet presented by Star Bulk to Eagle on July 4, 2023. After discussion, the Eagle Board authorized Mr. Leand and Mr. Vogel to engage in discussions with Star Bulk with respect to a potential transaction based on the draft term sheet presented by Star Bulk to Eagle.

On October 10, 2023, Mr. Norton of Star Bulk and Mr. Leand had a conversation during which they agreed to engage in further discussions regarding a potential merger transaction. Following such conversation, Mr. Norton sent a preliminary non-binding transaction outline (the “term sheet”) and a draft proposed mutual confidentiality and standstill agreement (the “NDA”) to Mr. Leand for review. Star Bulk’s initial draft of the term sheet contemplated, among other things, that (i) each share of Eagle common stock would be exchanged into a number of shares of Star Bulk common stock based on a fixed exchange ratio that would be determined at signing based on the Star Bulk NAV relative to the Eagle NAV, (ii) Eagle would use its reasonable best efforts to cooperate with and assist Star Bulk in obtaining a rollover of Eagle’s bank debt and (iii) if certain Eagle shareholders were unwilling to deliver voting support agreements, Eagle would pay Star Bulk a termination fee in the event that Eagle shareholders did not approve the merger. Mr. Leand, Eagle’s management team, and Eagle’s financial and legal advisors discussed the initial drafts and proposed revisions to such drafts.

On October 12, 2023, the Eagle Board held a meeting by telephone and videoconference attended by certain members of the management team and representatives of Akin and Hogan Lovells in which the Eagle Board discussed Star Bulk’s proposal and a potential timeline to completing a transaction. The Eagle Board discussed the importance of any definitive agreement including a go-shop provision that would provide Eagle with the ability to solicit alternative proposals from Danaos and Castor Maritime following execution of a definitive agreement.

On October 13, 2023, Mr. Leand sent revised drafts of the term sheet and NDA to Mr. Norton. Eagle’s revised term sheet included, among other things, that the merger agreement would contain a go-shop provision, customary “fiduciary out” provisions and customary termination provisions including with respect to the payment of a termination fee in certain circumstances but no fee payable by Eagle in the event that its shareholders did not approve the merger.

On October 16, 2023, Mr. Leand received a revised draft of the term sheet and NDA from Star Bulk that, among other things, rejected the go-shop provision.

On October 17, 2023, Eagle sent a revised draft of the term sheet to Star Bulk, which draft (i) limited the go-shop provision to Castor Maritime and its affiliates and Danaos and its affiliates but permitted Eagle to

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consider unsolicited alternative proposals received from other third parties, and (ii) included a two-tier termination fee structure where Eagle would pay Star Bulk a termination fee equal to 1.5% of the implied value of Eagle in the event that Eagle terminated the merger agreement in order to accept a “Superior Proposal” from a third party received within 30 days of the date of the merger agreement, and 3.0% of the implied value of Eagle in the event Eagle terminates the merger agreement in order to accept a “Superior Proposal” received after 30 days from the date of the merger agreement.

On October 19, 2023, Mr. Norton of Star Bulk sent a draft exclusivity agreement to Mr. Leand for review, which contemplated a 30-day exclusivity period between Star Bulk and Eagle. Star Bulk and Eagle also continued to exchange drafts of the NDA and term sheet. Later on October 19, 2023, Eagle and Star Bulk exchanged further drafts of the exclusivity agreement.

On October 20, 2023, the Eagle Board held a meeting by telephone and videoconference that was also attended by certain members of the management team and representatives of Akin, Hogan Lovells and Houlihan Lokey during which Mr. Leand updated the Eagle Board concerning the proposed transaction with Star Bulk and his informal conversations with several other potential counterparties with respect to a potential transaction, none of whom expressed interest in a transaction at such time. Akin provided the Eagle Board with an overview of the proposed term sheet based on Eagle’s draft of October 17, 2023, and the exclusivity agreement as revised by Star Bulk on October 19, 2023. Houlihan Lokey then reviewed a proposed transaction timeline and key events, and provided an executive summary of the proposed transaction, including the treatment of debt and the convertible notes, and the pro forma equity split between Star Bulk and Eagle following consummation of the merger based on preliminary information. Houlihan Lokey also discussed the go-shop provision and the two-tier termination fee, noting that the go-shop provision would provide Eagle with the ability to solicit alternative proposals from Danaos and Castor Maritime and consider unsolicited alternative proposals received from other parties following execution of a definitive agreement with Star Bulk. Following such discussion, the Eagle Board unanimously authorized Eagle to execute the term sheet and the exclusivity agreement. Later on October 20, 2023, Cravath, Swaine & Moore LLP (“Cravath”), Star Bulk’s counsel for the potential transaction with Eagle, sent Akin proposed execution versions of the term sheet and NDA and confirmed the exclusivity agreement was in agreed form, after which Eagle and Star Bulk executed each of the NDA, term sheet and exclusivity agreement.

After execution of the term sheet, each of Star Bulk and Eagle’s management teams and their legal and financial advisors commenced legal and financial due diligence. Following receipt of the respective due diligence request lists, each of Eagle and Star Bulk compiled responsive documents to such requests, opened data rooms and prepared and responded to supplemental diligence requests throughout the remainder of the period prior to execution of the merger agreement.

On November 3, 2023, on behalf of Star Bulk, Cravath sent to Akin an initial draft of the merger agreement relating to the merger. The draft merger agreement contemplated, among other things (i) a fixed exchange ratio, (ii) the obligation for all directors and executive officers to enter into a voting agreement requiring them to agree to vote their shares of Eagle common stock in favor of the merger agreement and the merger, (iii) an obligation that Eagle and its subsidiaries conduct their business in the ordinary course of business, subject to certain limitations on its operations between signing and closing, (iv) a 30-day period following execution of the merger agreement during which Eagle was permitted to actively solicit alternative proposals from Danaos and Castor Maritime, (v) a no-shop covenant and (vi) a two-tiered termination fee whereby Eagle would pay Star Bulk a termination fee of (a) 1.5% of the fully diluted implied equity value of Eagle if Eagle terminated the merger agreement to accept a superior proposal from a third-party during the 30-day period following the execution of the merger agreement and (b) 3.0% of the fully diluted implied equity value of Eagle upon the occurrence of certain other enumerated events.

On November 6, 2023, Mr. Leand and representatives of Eagle’s management team held a telephonic meeting with representatives of Akin, Hogan Lovells and Houlihan Lokey during which they reviewed material issues presented in Star Bulk’s initial draft of the merger agreement. Among the issues discussed were (i) the

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obligation for all directors and executive officers to enter into a voting agreement requiring them to agree to vote their shares of Eagle common stock in favor of the merger agreement and the merger, (ii) the go-shop covenant and the no-shop covenant, (iii) the proposed termination fee of (a) 1.5% of the fully diluted implied equity value of Eagle if Eagle terminated the merger agreement to accept a superior proposal from a third-party during the 30-day period following the execution of the merger agreement and (b) 3.0% of the fully diluted implied equity value of Eagle upon the occurrence of certain other enumerated events, (iv) the condition that certain to be identified third party consents be obtained as a condition to closing and (v) the coordination of dividends during the period between signing and closing in order to maintain the economic basis for the agreed fixed exchange ratio.

On November 14, 2023, Akin sent a revised draft of the merger agreement to Cravath on behalf of Eagle, which revised draft included (i) the deletion of the requirement that directors and executive officers enter into a voting agreement requiring them to agree to vote their shares of Eagle common stock in favor of the merger agreement and the merger, (ii) an additional 30-day period following the initial 30-day go-shop period during which Eagle would have the ability to continue to discuss and negotiate any takeover proposals received during the initial 30-day go-shop period and pay the lower termination fee in the event it elected to terminate the merger agreement to accept any such superior proposal from a third-party during such extension of the go-shop period, (iii) revisions to the interim operating covenants to provide Eagle with greater flexibility to operate during the period between signing the merger agreement and closing, (iv) the deletion of the condition that certain third party consents be obtained as a condition to closing, (v) revisions to the debt covenants to clarify that a rollover of Eagle’s debt would not be a condition to closing of the merger, (vi) revisions to the termination fee providing that the amount would be based on the implied equity value of Eagle, as opposed to the fully diluted implied equity value, and (vii) that at least one existing director of the Eagle Board would be designated by Star Bulk to be appointed to the Star Bulk Board following consummation of the merger.

At 5:00 p.m., Eastern Time, on November 19, 2023, the initial 30-day exclusivity period expired and the parties agreed to extend exclusivity until December 1, 2023.

On November 20, 2023, representatives of Houlihan Lokey had a telephonic meeting with representatives of Star Bulk during which they discussed the payment of dividends by each of Star Bulk and Eagle during the executory period, and synergies between Eagle and Star Bulk, including reductions to operating expenses, employee matters and general and administrative expenses. They also discussed open points with respect to the NAV methodology, which would provide the basis for determining the exchange ratio. At such time, the open points with respect to the calculation of NAV included (i) the methodology to calculate the aggregate value of each party’s current fleet, (ii) vessel valuation date (iii) the inclusion and/or adjustment of certain balance sheet and treatment of any potential severance amounts.

On November 21, 2023, on behalf of Star Bulk, Cravath sent a revised version of the merger agreement to Akin, which revised draft included (i) the reinsertion of the requirement that all directors and executive officers enter into voting agreements requiring them to vote their respective shares of Eagle common stock in favor of the merger agreement and the merger, (ii) the rejection of the extension to the go-shop period, (iii) a proposal with respect to the treatment of equity awards, (iv) the reinsertion in brackets of the condition that certain third party consents be obtained as a condition to closing, (v) the addition of a condition to closing that no permanent injunction or order be in place that would result in, or would reasonably be expected to result in, a burdensome condition, (vi) a footnote stating that the termination fee would be based on the fully diluted implied equity value of Eagle, calculated with the underlying shares of the convertible notes included in the number of shares of Eagle common stock outstanding, and (vii) revisions to the bank debt covenant providing that Star Bulk would only reimburse Eagle for all reasonable and documented out-of-pocket costs and expenses if Eagle obtained the shareholder approvals required by the merger agreement.

On the morning of November 22, 2023, Mr. Leand and representatives of Eagle’s management team held a telephonic meeting with representatives of Akin, Hogan Lovells and Houlihan Lokey to discuss Star Bulk’s

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revised draft of the merger agreement. Later on November 22, 2023, Cravath and Akin held a telephonic meeting to discuss the legal changes made to the merger agreement.

On November 22, 2023, on behalf of Star Bulk, Cravath sent to Akin an initial draft of the form of voting agreement.

On November 28, 2023, on behalf of Eagle, Akin sent a revised version of the merger agreement to Cravath, which revised draft included (i) revisions to the interim operating covenants, (ii) the deletion of the condition that certain third party consents be obtained as a condition to closing and (iii) reservations regarding the extension to the go-shop period and the methodology for calculating the termination fees stating that such sections would be discussed in connection with the discussions regarding valuation.

Also on November 28, 2023, Akin sent a revised draft of the voting agreement to Cravath and the initial draft of the rights agreement amendment to render the rights agreement inapplicable to the merger.

On November 29, 2023, on behalf of Star Bulk, Cravath sent a revised draft of the merger agreement to Akin, which revised draft included, among other changes, (i) additional changes to the interim operating covenants, (ii) revisions to the no-shop provisions and (iii) a proposed “End Date” of nine months from the execution date of the merger agreement, with an option for either of Eagle or Star Bulk to extend the end date to a date not beyond 12 months from execution of the merger agreement if the only remaining condition to closing (other than those that by their nature would be satisfied at closing) was receipt of the required approvals from the applicable governmental entities. Later on November 29, 2023, Cravath, on behalf of Star Bulk, sent to Akin an initial draft of Star Bulk’s disclosure letter to the merger agreement.

In the early morning of November 30, 2023, Akin, on behalf of Eagle, sent to Star Bulk an initial draft of Eagle’s disclosure letter to the merger agreement.

On November 30, 2023, representatives of Houlihan Lokey and members of the Eagle management team held a telephonic meeting with Star Bulk regarding several of the remaining open points in the calculation of NAV, which primarily included owned and leased fleet valuation date and adjustments. 

On December 1, 2023, the Eagle Board held a telephonic and video conference meeting attended by certain members of the management team and representatives of Houlihan Lokey, Hogan Lovells and Akin, during which Mr. Leand provided the Eagle Board with an update regarding the proposed merger with Star Bulk, including the open points in the merger agreement and with respect to the calculation of NAV.

On December 1, 2023 at 5:00 p.m., Eastern Time, the first extension of the exclusivity period expired and the parties agreed to extend exclusivity until December 8, 2023.

On December 3, 2023, on behalf of Eagle, Akin sent a revised draft of the merger agreement to Cravath, which revised draft included edits to the tax covenants and the conditions to closing, and on December 5, 2023, on behalf of Star Bulk, Cravath sent a revised draft of the merger agreement to Akin, which revised draft included a reinsertion of the no pending governmental action condition to Star Bulk’s obligation to close the merger and a reservation with respect to the tax covenants.

On December 5, 2023, Akin, on behalf of Eagle, sent a revised draft of the merger agreement to Cravath, on behalf of Star Bulk, which draft included revisions to the tax and antitrust covenants with respect to tax matters, and the deletion of the no pending governmental actions condition to Star Bulk’s obligation to close the merger. In the evening of December 5, 2023, Cravath, on behalf of Star Bulk, sent clarifying tax changes to the merger agreement to Akin, on behalf of Eagle.

On December 7, 2023, Cravath, on behalf of Star Bulk, sent Akin a revised draft of the merger agreement, which reflected the acceptance of the deletion of the no pending governmental actions condition to Star Bulk’s

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obligation to close, and the agreement between Star Bulk and Eagle that the termination fee would be based on the fully diluted implied equity value of Eagle.

On December 9, 2023, the Eagle Board held a videoconference meeting with representatives of Hogan Lovells during which Hogan Lovells provided a presentation regarding the Eagle Board’s fiduciary duties in connection with the consideration and approval of the merger and the merger agreement, and the Eagle Board discussed such duties with representatives of Hogan Lovells.

On the afternoon of December 9, 2023, Houlihan Lokey, on behalf of Eagle, received a proposal from Star Bulk with respect to the resolution of open items in the calculation of NAV, and the resulting exchange ratio.

On the evening of December 9, 2023, Akin, on behalf of Eagle, sent a revised draft of the merger agreement to Cravath, on behalf of Star Bulk, which was in substantially final form.

On the morning of December 10, 2023, the Eagle Board held a telephonic and videoconference meeting attended by representatives of Akin, Hogan Lovells and Houlihan Lokey during which (i) Akin reviewed the final terms and conditions set forth in the merger agreement and voting agreements with the Eagle Board, (ii) the Eagle Board engaged in discussion with Akin, Hogan Lovells and Houlihan Lokey regarding the merger agreement and voting agreements and the terms and conditions thereof, (iii) Houlihan Lokey discussed its financial analysis with respect to the exchange ratio to be provided for in the merger pursuant to the merger agreement, (iv) the Eagle Board engaged in discussion regarding the financial analysis and asked questions regarding such analysis which were answered to the Eagle Board’s satisfaction by Houlihan Lokey and (v) at the Eagle Board’s request, Houlihan Lokey rendered its opinion to the Eagle Board as to, as of December 10, 2023, the fairness, from a financial point of view, to the holders of Eagle common stock of the exchange ratio of 2.6211 provided for in the merger pursuant to the merger agreement. Eagle’s management and Akin noted that there was a remaining open point regarding the number of outstanding shares of Eagle common stock and its effect on the exchange ratio. Subject to the confirmation of the final exchange ratio, the Eagle Board then unanimously (a) determined that the merger agreement and the merger are in the best interests of the Eagle shareholders, (b) approved the execution, delivery and performance of the merger agreement and consummation of the merger and (c) recommended that the Eagle shareholders vote in favor of and approve the merger agreement.

On the afternoon of December 10, 2023, Star Bulk, Eagle and representatives of Houlihan Lokey finalized the number of outstanding shares of Eagle common stock to be included in connection with the calculation of the exchange ratio, agreeing on a tentative exchange ratio of 2.6211 pending execution of the merger agreement.

On the evening of December 10, 2023, Akin, on behalf of Eagle, sent a further revised draft of the merger agreement and Eagle’s disclosure letter to Cravath, on behalf of Star Bulk, which merger agreement included the proposed termination fee amounts agreed upon between Star Bulk and Eagle.

During the morning of December 11, 2023, the parties finalized (i) the merger agreement, including the disclosure letters, and (ii) the voting agreements. At 4:00 p.m., Eastern Time, on the afternoon of December 11, 2023, the respective parties signed the merger agreement, the voting agreements and the rights agreement amendment, and the proposed merger was publicly announced to the market.

Following execution of the merger agreement on December 11, 2023, representatives of Eagle called representatives of Danaos and Castor Maritime to inform each of them about the execution of the merger agreement and that representatives of Houlihan Lokey would be contacting them on behalf of Eagle to solicit their interest in potentially submitting a proposal of an alternative transaction to Eagle as part of the go-shop process. On December 20, 2023, in connection with the go-shop process, one of the go-shop parties entered into a non-disclosure agreement with Eagle and, together with its advisors, received non-public due diligence information and engaged in various diligence calls with representatives of Eagle and its advisors.

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On January 10, 2024, the go-shop period expired. Eagle did not receive any alternative transaction proposals during the go-shop period.

Star Bulk’s Reasons for the Transaction

At its meeting on December 11, 2023, the Star Bulk Board unanimously adopted resolutions (1) declaring that the merger agreement and consummation of the transactions contemplated thereby, including the merger and the issuance of Star Bulk shares as merger consideration, are advisable and fair to, and in the best interests of, Star Bulk and its shareholders, (2) approving the merger agreement and the transactions contemplated thereby, including the merger and the share issuance and (3) authorizing the execution of the merger agreement and the consummation of the transactions contemplated thereby, including the merger and the share issuance.

In evaluating the merger agreement, the Star Bulk Board consulted with and received the advice of Star Bulk’s senior management and its legal advisor, following a due diligence process. In reaching its decision, the Star Bulk Board considered a number of factors, including, but not limited to, the factors set forth below, which the Star Bulk Board viewed as generally supporting its decision to approve the merger agreement and the transactions contemplated thereby, including the merger and the share issuance (which are not necessarily listed in order of importance).

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Other Factors Considered by the Star Bulk Board. In addition to considering the strategic factors described above, the Star Bulk Board considered the following additional factors, all of which it viewed as supporting its decision to approve the merger agreement:

Countervailing Factors. The Star Bulk Board weighed these advantages and opportunities against a number of other risks and potential negative factors concerning the merger agreement and the merger, including:

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The foregoing discussion of the factors considered by the Star Bulk Board is not intended to be exhaustive, but rather includes the principal factors considered by the Star Bulk Board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Star Bulk Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger agreement and to make its recommendations to Star Bulk shareholders. Rather, the Star Bulk Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of Star Bulk’s management and Star Bulk’s legal advisor, as well as the directors’ individual experiences and expertise. In addition, individual members of the Star Bulk Board may have assigned different weights to different factors.

The explanation of the reasoning of the Star Bulk Board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward- Looking Statements”.

The Star Bulk Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the Star Bulk share issuance, are advisable and fair to, and in the best interests of, Star Bulk and its shareholders.

Recommendation of the Eagle Board and Its Reasons for the Transaction

Eagle retained Akin as its legal counsel and Hogan Lovells as independent counsel to the Eagle Board, and Houlihan Lokey as its financial advisor in connection with the Eagle Board’s evaluation of the proposed merger and the merger agreement. The Eagle Board, among other things, conducted a review and evaluation of Star Bulk’s proposal with respect to the merger and conducted negotiations with Star Bulk and its representatives with respect to the terms and conditions of the merger agreement.

On December 10 and 11, 2023, the Eagle Board held telephonic and videoconference meetings with representatives of Hogan Lovells, Akin and Houlihan Lokey during which, among other things, the Eagle Board,

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following a discussion regarding the proposed terms of the merger agreement and the merger, unanimously (A) determined that the merger agreement and the merger are in the best interest of Eagle’s shareholders, (B) approved the execution, delivery and performance of the merger agreement and consummation of the merger, (C) resolved to submit the merger agreement and the merger for approval of Eagle’s shareholders at a special meeting of Eagle’s shareholders and (D) resolved to recommend the approval of the merger agreement and the merger by Eagle’s shareholders, in each case subject to the terms and conditions of the merger agreement.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Eagle Board consulted with and received the advice of Eagle’s management and legal and financial advisors and, in reaching its decision to approve the merger agreement and to recommend that Eagle’s shareholders vote “FOR” the Eagle merger proposal, the Eagle Board considered a variety of factors, including the following (which are not necessarily in order of their relative importance):

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In its deliberations regarding the merger, the Eagle Board also weighed the opportunities and advantages described above against a number of uncertainties, risks and potential negative factors concerning the merger, including the following (which are not necessarily in order of their relative importance):

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In addition, the Eagle Board was aware of and considered that Eagle’s directors and executive officers may receive in connection with the merger certain benefits that are different from, and in addition to, those of Eagle’s other shareholders (see the section entitled “The Merger—Interests of Eagle’s Directors and Executive Officers in the Merger”).

The Eagle Board considered the foregoing factors as a whole and unanimously concluded that the positive factors described above significantly outweighed the potential negative factors concerning the merger. In particular, the Eagle Board concluded that the transaction provides a compelling opportunity to create a global leader in dry bulk shipping. Accordingly, the Eagle Board unanimously determined that entering into the merger agreement is in the best interests of Eagle and its shareholders, and resolved to recommend to Eagle shareholders that they vote to authorize and approve the merger agreement.

The foregoing discussion of the material factors considered by the Eagle Board in its consideration of the merger is not intended to be exhaustive, but does set forth the principal factors considered by the Eagle Board. In light of the number and wide variety of factors considered in connection with the evaluation of the merger, and the complexity of these matters, the Eagle Board did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights or values to the specific factors it considered in reaching its final decision to approve the merger agreement. The Eagle Board made its decision to approve the merger agreement based on all of the information available to it and the factors presented to and considered by it, including its experience and history. In addition, individual directors may themselves have given different weight to different factors. Overall, the Eagle Board believed that the positive factors supporting the merger significantly outweighed the potential negative factors it considered.

The factors, potential risks and uncertainties contained in this explanation of Eagle’s reasons for the transaction and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements”.

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Opinion of Eagle’s Financial Advisor

On December 10, 2023, Houlihan Lokey orally rendered its opinion to the Eagle Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Eagle Board dated December 10, 2023), as to, as of December 10, 2023, the fairness, from a financial point of view, to the holders of shares of Eagle common stock of the exchange ratio provided for in the merger pursuant to the merger agreement.

Houlihan Lokey’s opinion was directed to the Eagle Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of shares of Eagle common stock of the exchange ratio provided for in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the Eagle Board, any security holder of Eagle or any other person as to how to act or vote with respect to any matter relating to the merger.

In arriving at its opinion, Houlihan Lokey, among other things:

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Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of Eagle advised Houlihan Lokey, and Houlihan Lokey at the Eagle Board’s direction assumed, that (i) the Eagle projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Eagle and (ii) the publicly available appraisals were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the applicable vessel appraisers as to the fair market value of Eagle vessels addressed thereby. In addition, at the Eagle Board’s direction, Houlihan Lokey assumed that (i) the Star Bulk projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of Star Bulk as to the future financial results and condition of Star Bulk and (ii) the publicly available appraisals were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the applicable vessel appraisers as to the fair market value of the Star Bulk vessels addressed thereby. The Eagle Board advised Houlihan Lokey and, at the Eagle Board’s direction, Houlihan Lokey assumed that (i) the Eagle projections were the only current, reliable projections in the possession of Eagle with respect to the future financial performance of Eagle and (ii) the Star Bulk projections were the only current, reliable projections in the possession of Star Bulk with respect to the future financial performance of Star Bulk. At the Eagle Board’s direction, Houlihan Lokey assumed that the Eagle projections, the Star Bulk projections and the publicly available appraisals provided a reasonable basis on which to evaluate Eagle, Star Bulk and the merger, and Houlihan Lokey, at the Eagle Board’s direction, used and relied upon the Eagle projections, the Star Bulk projections and the publicly available appraisals for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Eagle projections, the Star Bulk projections, the publicly available appraisals or the respective assumptions on which they were based. Furthermore, upon the advice of the management of Eagle, Houlihan Lokey assumed that the estimated synergies reviewed by it were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of Star Bulk and that the synergies would be realized in the amounts and the time periods indicated thereby, and Houlihan Lokey expressed no opinion with respect to such synergies or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Eagle or Star Bulk since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the merger agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the merger agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the merger would be satisfied without waiver thereof and (d) the merger would be consummated in a timely manner in accordance with the terms described in the merger agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey also assumed that the merger would qualify, for federal income tax purposes, as a “reorganization” within the meaning of Section 368(a) of the Code. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable foreign, federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of Eagle or Star Bulk, or otherwise have an effect on the merger, Eagle or Star Bulk or any expected benefits of the merger that would be

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material to its analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the merger agreement would not differ in any respect from the draft of the merger agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Eagle, Star Bulk or any other party. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Eagle or Star Bulk was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Eagle or Star Bulk was or may have been a party or was or may have been subject.

Houlihan Lokey was not requested to, and did not, (a) solicit any indications of interest from third parties with respect to the merger, the securities, assets, businesses or operations of Eagle, Star Bulk or any other party, or any alternatives to the merger, or (b) advise the Eagle Board, Eagle or any other party with respect to alternatives to the merger. Houlihan Lokey expected to be authorized, and subsequently was authorized, in accordance with the merger agreement to solicit indications of interest from certain third parties in acquiring all or part of Eagle for a prescribed period following the execution of the merger agreement, subject to the terms, conditions and procedures set forth in the merger agreement. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to what the value of the shares of Star Bulk common stock actually would be when issued pursuant to the merger or the price or range of prices at which shares of Eagle common stock or shares of Star Bulk common stock may be purchased or sold, or otherwise be transferable, at any time. Houlihan Lokey assumed that the shares of Star Bulk common stock to be issued in the merger to holders of shares of Eagle common stock would be listed on Nasdaq immediately following the consummation of the merger.

Houlihan Lokey’s opinion was furnished for the use of the Eagle Board (in its capacity as such) in connection with its evaluation of the merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Eagle Board, Eagle, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Eagle Board, Eagle, its security holders or any other party to proceed with or effect the merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the merger or otherwise (other than the exchange ratio to the extent expressly specified in the opinion) including, without limitation, the voting agreement to be entered into by certain shareholders of Eagle and the issuance of shares of Eagle common stock in connection with the conversion of the convertible notes issued by Eagle on July 29, 2019, (iii) the fairness of any portion or aspect of the merger to the holders of any class of securities, creditors or other constituencies of Eagle, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the merger as compared to any alternative business strategies or transactions that might have been available for Eagle, Star Bulk or any other party, (v) the fairness of any portion or aspect of the merger to any one class or group of Eagle’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Eagle’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not Eagle, Star Bulk, their respective security holders or any other party is receiving or paying reasonably equivalent value in the merger, (vii) the

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solvency, creditworthiness or fair value of Eagle, Star Bulk or any other participant in the merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the merger, any class of such persons or any other party, relative to the exchange ratio or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Eagle Board, on the assessments by the Eagle Board, Eagle and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to Eagle, Star Bulk, the merger or otherwise.

In preparing its opinion to the Eagle Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Eagle or the proposed merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Eagle projections and the Star Bulk projections and the implied exchange ratio reference ranges indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Eagle and Star Bulk. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Eagle Board in evaluating the proposed merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the exchange ratio or of the views of the Eagle Board with respect to the merger or the exchange ratio. Under the terms of its engagement by Eagle, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed merger or otherwise, should be construed as creating, and Houlihan Lokey should not be deemed to have, any fiduciary duty to, or agency relationships with, the Eagle Board, Eagle, Star Bulk, any security holder or creditor of Eagle or Star Bulk or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the merger were determined through negotiation between Eagle and Star Bulk, and the decision to enter into the merger agreement was solely that of the Eagle Board.

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Material Financial Analyses

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Eagle Board on December 10, 2023. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

Unless the context indicates otherwise, equity values used in the selected companies analysis described below were based on the closing price of the common stock of the selected companies listed below as of December 7, 2023, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement, except for purchases of vessels, in which case the transaction value refers to the total consideration paid. For purposes of its financial analyses, Houlihan Lokey reviewed a number of financial metrics, including “Net Asset Value”, which generally refers to gross fleet value, plus adjustment for present value of time charters, plus cash and cash equivalents, plus net working capital, plus certain other net assets, less outstanding debt, less newbuild capital expenditures, less certain other adjustments. The estimates of the gross fleet value of Eagle and Star Bulk were based on the publicly available appraisals, which were as of October 31, 2023. The estimates of gross fleet value of the selected companies listed below were based on publicly available third party appraisals for those companies as of October 31, 2023. The estimates of the Net Asset Value of the acquisition targets in the selected transactions listed below were based on publicly available information for those acquisition targets available at the time of the announcement of the relevant transaction.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant. The financial data reviewed included equity market value as a multiple of Net Asset Value, or “Price-to-Net Asset Value.”

With respect to Eagle, the selected companies and resulting low, high, median and mean financial data were:

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With respect to Star Bulk, the selected companies and resulting low, high, median and mean financial data were:

Taking into account the results of the selected companies analysis, Houlihan Lokey applied a selected range of 0.70x to 0.95x to Eagle’s Net Asset Value and 0.70x to 0.95x to Star Bulk’s Net Asset Value. The selected companies analysis indicated an implied exchange ratio reference range of 1.9298 to 3.5543 shares of Star Bulk common stock for each share of Eagle common stock, as compared to the exchange ratio of 2.6211 shares of Star Bulk common stock for each share of Eagle common stock provided for in the merger pursuant to the merger agreement.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies or vessels that Houlihan Lokey deemed relevant. The financial data reviewed included transaction equity value as a multiple of Net Asset Value, and the selected transactions and resulting low, high, median and mean financial data were:

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Taking into account the results of the selected transactions analysis, Houlihan Lokey applied a selected multiple range of 0.80x to 1.00x to Eagle’s Net Asset Value and 0.80x to 1.00x to Star Bulk’s Net Asset Value. The selected transactions analysis indicated an implied exchange ratio reference range of 2.0952 to 3.2737 shares of Star Bulk common stock for each share of Eagle common stock, as compared to the exchange ratio of 2.6211 shares of Star Bulk common stock for each share of Eagle common stock provided for in the merger pursuant to the merger agreement.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of Eagle and Star Bulk by calculating the estimated net present value of the projected unlevered free cash flows of Eagle and Star Bulk based on the Eagle projections and the Star Bulk projections, respectively, and terminal values based on the estimated 2026 gross fleet values of Eagle and Star bulk based on the publicly available appraisals and depreciation and other information provided by Eagle and Star Bulk management. With respect to Eagle, Houlihan Lokey applied a range of terminal value multiples of 0.80x to 1.00x to Eagle’s estimated 2026 gross fleet value and applied discount rates ranging from 9.0% to 11.0% to the projected unlevered free cash flows of Eagle and terminal values. With respect to Star Bulk, Houlihan Lokey applied a range of terminal value multiples of 0.80x to 1.00x to Star Bulk’s estimated 2026 gross fleet value and applied discount rates ranging from 9.0% to 11.0% to the projected unlevered free cash flows of Star Bulk and terminal values. The discounted cash flow analysis indicated an implied exchange ratio reference range of 2.0032 to 3.7930 shares of Star Bulk common stock for each share of Eagle common stock, as compared to the exchange ratio of 2.6211 shares of Star Bulk common stock for each share of Eagle common stock provided for in the merger pursuant to the merger agreement.

Other Matters

Houlihan Lokey was engaged by Eagle to act as its financial advisor in connection with a possible merger, consolidation, business combination, sale or other similar transaction involving Eagle. Eagle engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings and financial restructurings. Pursuant to its engagement by Eagle, Houlihan Lokey is entitled to a transaction fee of $5,500,000 upon the consummation of the merger with Star Bulk or $9,000,000 if Eagle consummates a merger, consolidation, business combination, sale or other similar transaction with a party other than Star Bulk. In addition, Houlihan Lokey became entitled to a fee of $1,500,000 for rendering its opinion to the Eagle Board, which fee is not contingent upon the successful completion of the merger and is creditable against the transaction fee. Eagle has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses arising out of or relating to Houlihan Lokey’s engagement.

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In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity and other securities and financial instruments (including loans and other obligations) of, or investments in, Eagle, Star Bulk, or any other party that may be involved in the merger and their respective affiliates or security holders or any currency or commodity that may be involved in the merger.

Houlihan Lokey and/or certain of its affiliates have in the past provided and are currently providing financial advisory and/or other services to Eagle for which Houlihan Lokey and its affiliates have received, and may receive, compensation, including, among other things, having provided financial advisory services to the Eagle Board in connection with Eagle’s repurchase of shares of Eagle common stock from Oaktree Capital Management and its affiliates in June 2023. Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to Eagle, Star Bulk, other participants in the merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, Eagle, Star Bulk, other participants in the merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Certain Unaudited Forecasted Financial Information of Star Bulk

The following summary of the Star Bulk projections is included in this proxy statement/prospectus to give Star Bulk shareholders and Eagle shareholders access to non-public information that was provided solely to the Star Bulk Board and Eagle Board in connection with their respective evaluations of the merger and the transactions contemplated thereby, and that was also provided to Eagle’s financial advisor in connection with its analyses and opinion.

Although Star Bulk may issue limited financial guidance to investors periodically, Star Bulk generally does not disclose projections of its expected future financial performance, revenues, earnings or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty and subjectivity of the underlying assumptions and estimates. However, in connection with discussions between Star Bulk and Eagle regarding a business combination transaction, Star Bulk’s management prepared certain non-public unaudited financial projections and operating data for Star Bulk as a stand-alone company, without giving effect to the merger, for the period from December 1, 2023 through December 31, 2024 and for the fiscal years ending December 31, 2025 and December 31, 2026, which were discussed with the Star Bulk Board, and which are referred to as the “Star Bulk projections.” The Star Bulk projections were provided by Star Bulk management to the Star Bulk board and Eagle in connection with their consideration of the potential strategic transaction and to Houlihan Lokey solely for the purposes of its financial analyses and opinion to the Eagle Board.

The Star Bulk projections provided in this section were not prepared for the purpose of public disclosure. However, a summary of the Star Bulk projections has been included in this section to provide Star Bulk shareholders and Eagle shareholders access to this financial information. The inclusion of the summary of the Star Bulk projections in this section should not be regarded as a form of financial guidance or an indication that Star Bulk, Eagle, Houlihan Lokey or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results and it should not be relied upon as such.

The Star Bulk projections in this section were not prepared on a basis designed to comply with the published guidelines of the SEC regarding financial forecasts and forward-looking statements or the guidelines established by each of the American Institute of Certified Public Accountants for preparation and presentation of financial

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forecasts. The Star Bulk projections in this section have been prepared by, and are the responsibility of, Star Bulk’s management. Neither of Star Bulk’s or Eagle’s independent registered public accounting firms, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Star Bulk projections summarized in this section, nor expressed any opinion or any other form of assurance with respect to this information or its achievability and assume no responsibility for, and disclaim any association with, the prospective financial information. The report of Star Bulk’s independent registered public accounting firm contained in the Star Bulk Annual Report on Form 20-F for the year ended December 31, 2022, which is incorporated by reference into this proxy statement/prospectus, relates to Star Bulk’s historical financial statements. It does not extend to the Star Bulk projections in this section and should not be read to do so.

Although presented with numerical specificity, the Star Bulk projections in this section are subject in many respects and reflect the use of variables, estimates and assumptions that are inherently uncertain, susceptible to multiple interpretations and may be beyond the control of Star Bulk, Eagle or the combined company, and which may prove not to have been accurate at the time they were prepared or at any time during the period covered by the Star Bulk projections in this section. While in the view of Star Bulk’s management, the Star Bulk projections in this section were prepared on a reasonable basis and reflect the best available estimates and judgments at the time of their preparation, the achievement of the results included in the Star Bulk projections in this section is subject to many risks and uncertainties. Important factors that may affect actual results and cause actual results to differ materially from the Star Bulk projections in this section include, but are not limited to, risks and uncertainties relating to Star Bulk’s business (including its ability to achieve strategic goals and the effects that the merger may have on its business), industry performance, the laws to which Star Bulk is subject, general business and economic conditions, market and financial conditions, tax rates, transactions or events that were not anticipated at the time the Star Bulk projections in this section were prepared, various risks set forth in Star Bulk’s public filings with the SEC incorporated by reference herein and various risks and other factors described or referenced in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and in the section entitled “Risk Factors”.

The Star Bulk projections in this section do not necessarily reflect Star Bulk’s current estimates and do not necessarily take into account any circumstance, transaction or event occurring after the date the Star Bulk projections in this section were prepared and some or all of the assumptions that had been made in the Star Bulk projections in this section and certain events and results after such date may have differed from the assumptions utilized in the Star Bulk projections in this section or might lead to different assumptions being utilized if forecasts were subsequently prepared. The Star Bulk projections in this section do not give effect to the merger or the potential synergies that may be achieved by the combined company as a result of the merger nor do they take into account the effect of any failure of the merger to occur. Actual results may have differed and may continue to differ, and may differ materially, from those contained in the Star Bulk projections in this section. For all the reasons discussed in this section, there can be no assurance that the Star Bulk projections in this section will be realized.

The Star Bulk projections in this section were prepared by Star Bulk’s management, independent of, and without any collaboration or coordination with, Eagle’s management.

Neither Star Bulk nor its affiliates, officers, directors or other representatives, gives any Star Bulk shareholder or any other person any assurance that forecasted results will be realized or that financial results of Star Bulk prepared after the date the Star Bulk projections in this section were prepared do not and will not differ materially from the Star Bulk projections in this section and, except as otherwise required by law, none of Star Bulk, Eagle or the combined company undertakes any obligation to update or otherwise revise or reconcile the Star Bulk projections in this section to reflect circumstances existing after the date the Star Bulk projections in this section were prepared, or to reflect the occurrence of future events, or to make any such update or other revision or reconciliation publicly available, even in the event that any or all of the assumptions and estimates underlying the Star Bulk projections in this section are shown to be in error.

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Readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Star Bulk projections in this section. No representation is made by Star Bulk, Eagle, Houlihan Lokey or any other person to any Star Bulk or Eagle shareholder or anyone else regarding, and none of Star Bulk, Eagle or Houlihan Lokey assumes any responsibility for, the validity, reasonableness, accuracy or completeness of the Star Bulk projections in this section. The inclusion of the summary of the Star Bulk projections in this section should not be regarded as an indication that Star Bulk, Eagle, Houlihan Lokey or any other recipient of this information considered, or now considers, the Star Bulk projections in this section to be material or to be a reliable prediction of actual future results. The Star Bulk projections in this section have not been included in an effort to influence any Eagle shareholder’s decision to vote on any proposal.

The summary of the Star Bulk projections in this section covers multiple years and this information by its nature becomes subject to greater uncertainty with each successive year. The Star Bulk projections in this section should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in this proxy statement/prospectus and Star Bulk’s public filings with the SEC incorporated by reference herein.

The Star Bulk projections in this section reflect various assumptions and estimates that Star Bulk’s management made in good faith for illustrative purposes at the time that the Star Bulk projections in this section were prepared, all of which are difficult to predict and many of which are beyond the control of Star Bulk, Eagle or the combined company, including economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Eagle and Star Bulk operate and the risks and uncertainties described in the “Risk Factors” section and the “Cautionary Statement Regarding Forward-Looking Statements”.

Star Bulk uses certain financial measures in the Star Bulk projections that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While Star Bulk believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Star Bulk’s competitors and may not be directly comparable to similarly titled measures of Star Bulk’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Financial measures included in forecasts (including the Star Bulk projections) provided to a board of directors or financial advisor in connection with a business combination or asset acquisition transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the Star Bulk projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Star Bulk Board, Eagle or Houlihan Lokey in connection with the merger. Accordingly, no reconciliation of the financial measures included in the Star Bulk projections is provided in this proxy statement/prospectus.

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Certain Unaudited Forecasted Financial Information of Eagle

Although Eagle may issue limited financial guidance to investors periodically, Eagle generally does not disclose projections of its expected future financial performance, revenues, earnings or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty and subjectivity of the underlying assumptions and estimates. However, in connection with discussions between Star Bulk and Eagle regarding a business combination transaction, and the strategic review process conducted by the Eagle Board that followed, Eagle’s management prepared certain non-public unaudited financial projections and operating data for Eagle as a stand-alone company, without giving effect to the merger, for the period from December 1, 2023 through December 31, 2024 and for the fiscal years ending December 31, 2025 and December 31, 2026, which were discussed with the Eagle Board, and which are referred to as the “Eagle projections.” The Eagle projections were provided by Eagle management to the Eagle Board and Star Bulk in connection with their consideration of the potential strategic transaction and also were provided to Eagle’s financial advisor, Houlihan Lokey for purposes of its financial analyses and opinion to the Eagle Board.

The Eagle projections provided in this section were not prepared for the purpose of public disclosure. However, a summary of the Eagle projections has been included in this section to provide Star Bulk shareholders and Eagle shareholders access to this financial information. The inclusion of the summary of the Eagle projections in this section should not be regarded as an indication that Star Bulk, Eagle, Houlihan Lokey or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results and it should not be relied upon as such.

The Eagle projections in this section were not prepared on a basis designed to comply with the published guidelines of the SEC regarding financial forecasts and forward-looking statements or the guidelines established by each of the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. The Eagle projections in this section have been prepared by, and are the responsibility of, Eagle’s management. Neither of Star Bulk’s or Eagle’s independent registered public accounting firms, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Eagle projections summarized in this section, nor have they expressed any opinion or any other form of assurance with respect to this information or its achievability and assume no responsibility for, and disclaim any association with, the prospective financial information. The report of Eagle’s independent registered public accounting firm contained in Eagle’s Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference into this proxy statement/prospectus, relates to Eagle’s historical financial statements. It does not extend to the Eagle projections in this section and should not be read to do so.

Although presented with numerical specificity, the Eagle projections in this section are subject in many respects and reflect the use of variables, estimates and assumptions that are inherently uncertain, susceptible to multiple interpretations and may be beyond the control of Star Bulk, Eagle or the combined company, and which may prove not to have been accurate at the time they were prepared or at any time during the period covered by the Eagle projections in this section. While in the view of Eagle’s management, the Eagle projections in this section were prepared on a reasonable basis and reflect the best available estimates and judgments at the time of their preparation, the achievement of the results included in the Eagle projections in this section is subject to many risks and uncertainties. Important factors that may affect actual results and cause actual results to differ materially from the Eagle projections in this section include, but are not limited to, risks and uncertainties

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relating to Eagle’s business (including its ability to achieve strategic goals and the effects that the merger may have on its business), industry performance, the laws to which Eagle is subject, general business and economic conditions, market and financial conditions, tax rates, transactions or events that were not anticipated at the time the Eagle projections in this section were prepared, various risks set forth in Eagle’s public filings with the SEC incorporated by reference herein and various risks and other factors described or referenced in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and in the section entitled “Risk Factors”.

The Eagle projections in this section do not necessarily reflect Eagle’s current estimates and do not necessarily take into account any circumstance, transaction or event occurring after the date the Eagle projections in this section were prepared and some or all of the assumptions that had been made in the Eagle projections in this section and certain events and results after such date may have differed from the assumptions utilized in the Eagle projections in this section or might lead to different assumptions being utilized if forecasts were subsequently prepared. The Eagle projections in this section do not give effect to the merger or the potential synergies that may be achieved by the combined company as a result of the merger nor do they take into account the effect of any failure of the merger to occur. Actual results may have differed and may continue to differ, and may differ materially, from those contained in the Eagle projections in this section. For all the reasons discussed in this section, there can be no assurance that the Eagle projections in this section will be realized.

The Eagle projections in this section were prepared by Eagle’s management, independent of, and without any collaboration or coordination with, Star Bulk’s management.

Neither Eagle nor its affiliates, officers, directors or other representatives, gives any Eagle shareholder or any other person any assurance that forecasted results will be realized or that financial results of Eagle prepared after the date the Eagle projections in this section were prepared do not and will not differ materially from the Eagle projections in this section and, except as otherwise required by law, none of Star Bulk, Eagle or the combined company undertakes any obligation to update or otherwise revise or reconcile the Eagle projections in this section to reflect circumstances existing after the date the Eagle projections in this section were prepared, or to reflect the occurrence of future events, or to make any such update or other revision or reconciliation publicly available, even in the event that any or all of the assumptions and estimates underlying the Eagle projections in this section are shown to be in error.

Readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Eagle projections in this section. No representation is made by Star Bulk, Eagle, Houlihan Lokey or any other person to any Star Bulk or Eagle shareholder or anyone else regarding, and none of Star Bulk, Eagle or Houlihan Lokey assumes any responsibility for, the validity, reasonableness, accuracy or completeness of the Eagle projections in this section. The inclusion of the summary of the Eagle projections in this section should not be regarded as an indication that Star Bulk, Eagle, Houlihan Lokey or any other recipient of this information considered, or now considers, the Eagle projections in this section to be material or to be a reliable prediction of actual future results. The Eagle projections in this section have not been included in an effort to influence any Eagle shareholder’s decision to vote on any proposal. Rather, the summary of the Eagle projections is included in this proxy statement/prospectus to give Star Bulk shareholders and Eagle shareholders access to non-public information that was provided to the Star Bulk Board and the Eagle Board in connection with their respective evaluations of the merger and the transactions contemplated thereby and that was also provided to Eagle’s financial advisor, Houlihan Lokey. Eagle directed Houlihan Lokey to use and rely on the Star Bulk projections and Eagle projections for purposes of its financial analyses and opinion to the Eagle Board.

The summary of the Eagle projections in this section covers multiple years and this information by its nature becomes subject to greater uncertainty with each successive year. The Eagle projections in this section should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in this proxy statement/prospectus and Eagle’s public filings with the SEC incorporated by reference herein.

The Eagle projections in this section reflect various assumptions and estimates that Eagle’s management made in good faith for illustrative purposes at the time that the Eagle projections in this section were prepared, all of

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which are difficult to predict and many of which are beyond the control of Star Bulk, Eagle or the combined company, including economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Eagle and Star Bulk operate and the risks and uncertainties described in the “Risk Factors” section and the “Cautionary Statement Regarding Forward-Looking Statements”.

Eagle uses certain financial measures in the Eagle projections that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While Eagle believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Eagle’s competitors and may not be directly comparable to similarly titled measures of Eagle’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Financial measures included in forecasts (including the Eagle projections) provided to a board of directors or financial advisor in connection with a business combination or asset acquisition transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the Eagle projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Eagle Board, Star Bulk or Eagle’s financial advisor in connection with the merger. Accordingly, no reconciliation of the financial measures included in the Eagle projections is provided in this proxy statement/prospectus.

The following table sets forth certain summarized prospective financial information regarding Eagle for the years 2023 through 2026:

Interests of Eagle’s Directors and Executive Officers in the Merger

In considering the recommendations of the Eagle Board that you vote to approve the merger proposal, you should be aware that certain directors and executive officers of Eagle have agreements or arrangements that provide them with interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other shareholders of Eagle. The Eagle Board was aware of these interests when it approved the merger agreement and the transactions contemplated thereby and recommended that Eagle shareholders vote “FOR” the merger proposal. Such interests include the following and are more fully summarized below:

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The Eagle Board was aware of these interests during its deliberations of the merits of the merger and in determining to recommend that Eagle shareholders vote in favor of the proposal to approve and authorize the merger agreement and the merger.

Continued Service of Certain Eagle Directors and Executive Officers

One current Eagle director is expected to continue as a member of the Star Bulk Board following consummation of the merger and Costa Tsoutsoplides is expected to become Senior Advisor to Star Bulk and will perform such duties and responsibilities to aid in the transition of Eagle to a wholly owned subsidiary of Star Bulk.

Employment Agreements with Executive Officers

Eagle’s executive officers are employed by its subsidiary, Eagle Bulk Shipping International (USA) LLC, a Marshall Islands limited liability company (“Eagle International”). Eagle and Eagle International have employment agreements with each of Mr. Vogel and Mr. Tsoutsoplides.

Mr. Vogel

On October 29, 2021, Eagle and Eagle International entered into an employment agreement with Gary Vogel (the “Vogel employment agreement”), which sets forth the terms of Mr. Vogel’s employment as Eagle’s Chief Executive Officer. Under the Vogel employment agreement, in the event that Mr. Vogel’s employment is terminated by Eagle International without “cause” or by him for “good reason”, Mr. Vogel will become entitled to receive the following severance payments and benefits, subject to his delivery of a release of claims against Eagle and related parties: (i) a lump sum payment, within 60 days following termination, equal to 1.5 times the sum of his annual base salary plus 75% of his target annual bonus and (ii) if Mr. Vogel timely elects COBRA continuation coverage, Mr. Vogel will be reimbursed for the costs of COBRA premiums for 18 months following termination. Such severance amounts are in addition to payment of accrued obligations through his termination date, including any accrued but unpaid vacation pay and business expenses through the termination date, and any earned bonus for the year prior to the year in which termination occurs (together, “accrued obligations”).

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Pursuant to the Vogel employment agreement, notwithstanding anything to the contrary under his applicable award agreements, upon a termination of Mr. Vogel’s employment by Eagle International without cause, by Mr. Vogel for good reason or due to his death or disability, subject to his delivery of a release of claims against Eagle and related parties, all of Mr. Vogel’s unvested equity awards will vest, and any performance criteria will be deemed satisfied at the target level.

Mr. Tsoutsoplides

On December 11, 2023, Eagle and Eagle International entered into an employment agreement with Mr. Tsoutsoplides (the “Tsoutsoplides employment agreement”), pursuant to which Mr. Tsoutsoplides will continue to serve as Eagle’s Chief Financial Officer until the closing date. From and after the closing date, Mr. Tsoutsoplides will serve as Senior Advisor to Star Bulk and will perform such duties and responsibilities to aid in the transition of Eagle to a wholly owned subsidiary of Star Bulk.

In lieu of Mr. Tsoutsoplides’ eligibility to receive equity-incentive compensation with respect to calendar year 2024, pursuant to the Tsoutsoplides employment agreement, on December 22, 2023, Mr. Tsoutsoplides received a cash payment in an amount equal to $117,187.50 (the “equity replacement award”). If, prior to the closing date, Mr. Tsoutsoplides’ employment with Eagle International is terminated by Eagle International for “cause” or by Mr. Tsoutsoplides other than for “good reason”, death or disability, Mr. Tsoutsoplides will be required to repay Eagle International an amount equal to the equity replacement award, net of taxes withheld by Eagle International or paid by Mr. Tsoutsoplides.

Pursuant to the Tsoutsoplides employment agreement, on December 22, 2023, Mr. Tsoutsoplides received a retention bonus in the amount of $173,658 (the “retention bonus”), which amount is equal to the excess of $1.1 million over (i) $693,342 (which represents the value of Mr. Tsoutsoplides’ outstanding equity awards accelerated into December 2023) and (ii) $233,000 (which represents Mr. Tsoutsoplides’ fiscal year 2023 bonus paid prior to December 30, 2023). For additional information and a quantification of Mr. Tsoutsoplides’ outstanding equity awards that were accelerated into December 2023, see note 4 of “Quantification of Payments to Eagle Named Executive Officers in Connection with the Merger”. If Mr. Tsoutsoplides’ employment with Eagle International (or its successor) is terminated by Eagle International (or its successor) for “cause” or by Mr. Tsoutsoplides other than for “good reason”, death or “disability” prior to the date of the six-month anniversary of the closing date (such date, the “transition end date”), Mr. Tsoutsoplides will be required to repay an amount equal to the retention bonus, net of taxes withheld by Eagle International or paid by Mr. Tsoutsoplides. If Mr. Tsoutsoplides and Star Bulk have not mutually agreed upon a go-forward position for Mr. Tsoutsoplides as of the transition end date, then Mr. Tsoutsoplides may voluntarily terminate his employment within 30 days prior to the transition end date and such termination of employment will be treated as a termination by Mr. Tsoutsoplides for “good reason” for all purposes under the Tsoutsoplides employment agreement.

In the event that Mr. Tsoutsoplides’ employment is terminated by Eagle International other than for cause, death or disability or Mr. Tsoutsoplides’ employment is terminated by Mr. Tsoutsoplides for good reason, Mr. Tsoutsoplides will be entitled to, in addition to the accrued obligations, the following, subject to his delivery of a release of claims against Eagle and related parties:

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Award Agreement Amendments

On December 10, 2023, Eagle entered into an omnibus amendment with Mr. Vogel (the “pre-signing omnibus amendment”) to the Restricted Stock Award Agreement, dated as of September 3, 2021, the Restricted Stock Unit Award Agreement, dated as of March 11, 2022, and the Restricted Stock Unit Award Agreement, dated as of March 6, 2023, in each case, by and between Eagle and Mr. Vogel, and an amendment with Mr. Tsoutsoplides (the “pre-signing amendment”) to the Restricted Stock Unit Award Agreement, dated as of April 1, 2023, by and between Eagle and Mr. Tsoutsoplides, pursuant to which the foregoing award agreements were amended to remove the mandatory holding period attributable to shares of common stock issued in respect of the Eagle performance-vested RSUs that vested based on relative total shareholder return (the “TSR performance-vested RSUs”) and the Eagle performance-vested restricted shares that vested based on relative total shareholder return (in the case of Mr. Vogel’s Restricted Stock Award Agreement, dated as of September 3, 2021) upon the occurrence of a change in control.

On December 12, 2023, Eagle entered into an omnibus amendment with Mr. Vogel (the “post-signing omnibus amendment”) to the Restricted Stock Unit Award Agreement, dated as of November 15, 2022, and the Restricted Stock Unit Award Agreement, dated as of March 6, 2023, and as amended by the pre-signing omnibus amendment, in each case, by and between Eagle and Mr. Vogel, and an amendment with Mr. Tsoutsoplides (the “post-signing amendment”) to the Restricted Stock Unit Award Agreement, dated as of April 1, 2023, and as amended by the pre-signing amendment, by and between Eagle and Mr. Tsoutsoplides, pursuant to which the foregoing award agreements were amended to provide that the performance component of the TSR performance-vested RSUs will vest at the target level of performance upon the consummation of the merger.

Acceleration of Equity Awards

If the Eagle executive officers are terminated by Eagle International (or its successor) without “cause” or by the executive officer for “good reason” (as those terms are defined in the executives’ respective employment agreements with Eagle and Eagle International) at any time following the merger, the executive officers’ Star Bulk restricted shares and Star Bulk RSUs (in each case, that were converted from the respective Eagle equity awards in connection with the closing) will vest in full at the time of termination of employment. The merger itself, absent a subsequent termination of employment, does not impact the treatment of the Eagle equity awards held by the executive officers, except that, notwithstanding the proposed treatment of the Eagle PSUs pursuant to the merger agreement, pursuant to the post-signing omnibus amendment and the post-signing amendment, the performance component of the TSR performance-vested RSUs will vest at the target level of performance upon the consummation of the merger.

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Agreements with the Surviving Corporation

Prior to or following the closing, certain executive officers of Eagle may discuss or enter into agreements with the surviving corporation or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates. As of the date hereof, no other new employment or compensation arrangements between any executive officer of Eagle and the surviving corporation for post-closing periods have been discussed, negotiated or established.

Indemnification and Insurance. Eagle may at its discretion purchase a “tail” directors’ and officers’ liability insurance policy covering the six-year period from and after the effective time with respect to claims arising from or related to facts or events which occurred at or before the effective time; provided that without Star Bulk’s consent, the cost of such “tail” policy will not exceed 300% of the annual premiums paid as of the date of the merger agreement by Eagle for such insurance (the “maximum premium”). If Eagle declines to purchase such a “tail” policy, Star Bulk will purchase such a “tail” policy or, at Star Bulk’s election in lieu of purchasing such a “tail” policy, for a period of six years after the effective time, cause to be maintained in effect the policies of directors’ and officers’ liability insurance maintained by Eagle as of the date of the merger agreement (provided that Star Bulk may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the effective time. However, Star Bulk will not be obligated to purchase such a “tail” policy if the cost would exceed the maximum premium or make annual premium payments for such insurance to the extent such premiums exceed the maximum premium. If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the maximum premium, Star Bulk will maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the maximum premium.

For a further discussion of the terms of the merger agreement with respect to indemnification in connection with the completion of the merger, please see the section captioned “The Merger Agreement—Indemnification and Insurance”.

Quantification of Payments to Eagle Named Executive Officers in Connection with the Merger

The information below sets forth the information required by Item 402(t) of Regulation S-K regarding compensation that is based on, or otherwise relates to, the merger and that may be payable to each “named executive officer” of Eagle, which includes equity grants and other compensation that may vest or otherwise become payable pursuant to arrangements that were not entered into in connection with merger.

The amounts set out below assume (i) the merger was consummated on March 31, 2024, which is the assumed completion date of the merger solely for purposes of the disclosure in this section, (ii) the relevant price per share of Eagle common stock is $53.20, which is the average closing price per share of Eagle common stock as reported on the NYSE over the first five business days following the first public announcement of the merger on December 11, 2023 and (iii) the named executive officers of Eagle are terminated without “cause” immediately following the assumed closing date of the merger. These amounts are estimates of amounts that have, or might, become payable to the named executive officers and the estimates are based on multiple assumptions that may or may not prove correct. Some of the assumptions are based on information not currently available and, as a result, the actual amounts received by a named executive officer may differ in material respects from the amounts set forth below.

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Eagle Restricted Shares

The table below provides information on the estimated value of unvested Eagle restricted shares held by the named executive officers. The amounts shown with respect to each Eagle restricted share represent the product of (a) $53.20 and (b) the number of shares of Eagle common stock subject to such Eagle restricted share, plus the value of accrued and unpaid dividends thereon:

Eagle Performance-Based Restricted Shares

The table below provides information on the estimated value of unvested Eagle performance-based restricted shares held by the named executive officers. The amounts shown with respect to each Eagle performance-based restricted share represent the product of (a) $53.20 and (b) the number of shares of Eagle common stock subject to such Eagle performance-based restricted share based on the achievement of actual performance during fiscal year 2021, plus the value of accrued and unpaid dividends thereon:

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Eagle RSUs

The table below provides information on the estimated value of unvested Eagle RSUs held by the named executive officers. The amounts shown with respect to each Eagle RSU represent the product of (a) $53.20 and (b) the number of shares of Eagle common stock subject to such Eagle RSU, plus the value of accrued and unpaid dividend equivalents thereon:

Eagle PSU Awards

The table below provides details on the estimated value of Eagle PSUs based upon the number of units or shares payable under the award agreements based on actual level of performance achieved as of the end of the applicable performance period with respect to the Eagle PSUs that vested based on Eagle’s actual earnings per share (“EPS PSUs”) granted to Mr. Vogel in March of 2022, and with respect to the Eagle PSUs that vested based on relative total shareholder return (“TSR PSUs”) granted to Mr. Vogel in March of 2022 (the “Actual Performance PSUs”), plus the value of accrued and unpaid dividend equivalents thereon. The table below provides details on the estimated value of Eagle PSUs based upon the number of units or shares payable under the award agreements assuming achievement at the target level of performance with respect to the TSR PSUs granted to (w) Mr. Vogel in November of 2022 and March of 2023 and (x) Mr. Tsoutsoplides in April of 2023 and the EPS PSUs granted to (y) Mr. Vogel in March of 2023 and (z) Mr. Tsoutsoplides in April of 2023 (the “Target Performance PSUs”), plus the value of accrued and unpaid dividend equivalents thereon. Accordingly, the value of the awards shown in the table below represent the sum of (A) with respect to the Actual Performance PSUs, the product of (a) $53.20 and (b) the number of shares of the Eagle common stock that would vest pursuant to the respective Eagle PSU award agreements of the named executive officers based on actual achievement of the applicable performance component and (B) with respect to the Target Performance PSUs, the product of (a) $53.20 and (b) the number of shares of the Eagle common stock that would vest pursuant to the respective Eagle PSU award agreements of the named executive officers assuming payout at the target level of performance. As of the date of this proxy statement/prospectus, the Compensation Committee has not yet certified the performance of any EPS PSUs granted in 2023. Accordingly, for purposes of this disclosure, we have assumed that the Compensation Committee certifies performance at the target level with respect to the EPS PSUs granted in 2023. Details regarding the terms of accelerated vesting of the executive officers’ Eagle equity awards are set forth in “—Award Agreement Amendments” and “—Acceleration of Equity Awards”.

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These components of the named executive officers’ other compensation are set forth in the following table:

Treatment of Eagle’s Equity Awards

Restricted Stock Units. At the effective time, each Eagle RSU that is outstanding, whether vested or unvested, as of immediately prior to the effective time of the merger, will be cancelled and converted into a Star Bulk RSU with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle RSU immediately prior to the effective time of the merger (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle RSU) and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle RSU immediately prior to the effective time of the merger (except that the form of

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payment upon vesting will be in shares of Star Bulk common stock rather than in Eagle common stock and except for any ministerial changes); provided that such cancellation and conversion shall be effected in a manner intended to comply with Section 409A of the Code, if applicable.

Performance Stock Units. Except as otherwise provided in the post-signing omnibus amendment and the post-signing amendment, at the effective time, each Eagle PSU that is outstanding, whether vested or unvested, as of immediately prior to the effective time of the merger, will be cancelled and converted into a Star Bulk RSU with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle PSU based on the actual level of performance achieved as of the end of the applicable performance period or, if the effective time of the merger occurs prior to the end of the applicable performance period, then the actual level of performance achieved as of immediately prior to the effective time of the merger, in each case as determined by the Eagle Board in accordance with the applicable plans and agreements (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle PSU) and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle PSU immediately prior to the effective time of the merger (except that the form of payment upon vesting will be in shares of Star Bulk common stock rather than in Eagle common stock and such Star Bulk RSU will no longer be subject to performance-based vesting conditions and except for any ministerial changes); provided that such cancellation and conversion shall be effected in a manner intended to comply with Section 409A of the Code, if applicable.

Restricted Stock. At the effective time, each Eagle restricted share outstanding as of immediately prior to the effective time of the merger will be cancelled and converted into Star Bulk restricted shares with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle restricted share immediately prior to the effective time of the merger (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle restricted share) and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle restricted share immediately prior to the effective time of the merger (except for any ministerial changes).

Performance-Based Restricted Stock. At the effective time, each Eagle performance-based restricted share outstanding as of immediately prior to the effective time of the merger, will be cancelled and converted into Star Bulk restricted shares with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle performance-based restricted share based on the actual level of performance achieved as of the end of the applicable performance period or, if the effective time of the merger occurs prior to the end of the applicable performance period, then the actual level of performance achieved as of immediately prior to the effective time of the merger, in each case as determined by the Eagle Board in accordance with the applicable plans and agreements (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle performance-based restricted share), and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle performance-based restricted share immediately prior to the effective time of the merger (except that such Star Bulk Restricted Share will no longer be subject to performance-based vesting conditions and except for any ministerial changes).

Treatment of Indebtedness

If and to the extent requested by Star Bulk, Eagle will use reasonable best efforts to arrange for the termination of Eagle’s existing credit agreement (and the related repayment thereof, or, with respect to outstanding letters of credit or the providing of “backstop” letters of credit with respect thereto) at the closing (or such other date thereafter agreed to by Eagle and Star Bulk), and procure customary payoff letters and other customary release documentation in connection therewith. Alternatively, if and to the extent requested by Star Bulk, Eagle will use reasonable best efforts to obtain any amendments or consents required under the existing credit agreement to permit the consummation of the transactions contemplated by the merger agreement and obtain any amendments or other consents under the existing credit agreement as may be reasonably requested by

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Star Bulk, and to execute and deliver such customary notices, agreements, documents or instruments necessary in connection therewith that will become effective on or prior to the closing. Neither an amendment to the existing credit agreement nor the execution and delivery of any such customary notices, agreements, documents or instruments necessary in connection therewith are conditions to the consummation of the transactions contemplated by the merger agreement.

In the event the required Eagle shareholder approvals are obtained, Star Bulk will, promptly upon request of Eagle, reimburse Eagle and its respective representatives for all reasonable and documented out-of-pocket expenses incurred by Eagle and its affiliates and representatives in connection with any such termination or amendment.

Star Bulk’s existing indebtedness will remain outstanding following the completion of the merger.

Governance of the Combined Company After the Merger

Directors

The merger agreement provides that Star Bulk must take all necessary corporate action to cause, effective as of the effective time, at least one existing director of the Eagle Board to be appointed to the Star Bulk Board, subject to such designee being “independent” under the rules and regulations of the SEC and Nasdaq and any such appointment not otherwise causing Star Bulk to no longer qualify as a “foreign private issuer” under Rule 3b-4 of the Exchange Act.

Officers

The merger agreement provides that the officers of Merger Sub immediately prior to the effective time will, as of the effective time, be the officers of Eagle, which will be the surviving corporation and a wholly owned subsidiary of Star Bulk as a result of the merger.

It is expected that the officers of Star Bulk will remain in place following the effective time. Costa Tsoutsoplides, the Chief Financial Officer of Eagle, will serve as Senior Advisor to Star Bulk following the completion of the merger.

Listing of Star Bulk Common Stock; Delisting and Deregistration of Eagle Common Stock

It is a condition to the obligation of each of Eagle and Star Bulk to effect the merger that the shares of Star Bulk common stock constituting the merger consideration are approved for listing on Nasdaq, subject to official notice of issuance. Under the merger agreement, Star Bulk is required to use its reasonable best efforts to cause the shares of Star Bulk common stock constituting the merger consideration to be approved for listing on Nasdaq prior to closing, subject to official notice of issuance, and Eagle must use its reasonable best efforts to cooperate with Star Bulk in connection with the foregoing, including by providing information reasonably requested by Star Bulk in connection therewith.

When the merger is completed, the Eagle common stock listed on the NYSE under the symbol “EGLE” will cease to be quoted on the NYSE and will subsequently be deregistered under the Exchange Act. Eagle expects to continue to comply with its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, as applicable, until the filing of a Form 25, expected to be 10 days after completion of the merger.

Accounting Treatment

Star Bulk prepares its financial statements in accordance with GAAP. The merger will be accounted for as an acquisition of Eagle by Star Bulk under the asset acquisition method of accounting in accordance with GAAP, which requires that one of the two companies in the merger be designated as the acquirer for accounting purposes based on the evidence available. Star Bulk will be treated as the acquirer for accounting purposes.

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Regulatory Matters

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the DOJ and the FTC and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act. Star Bulk and Eagle each filed their respective HSR Act notification forms on December 22, 2023, and the waiting period under the HSR Act expired on January 22, 2024 at 11:59 p.m., Eastern Time.

Under Section 39 of the GWB, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the FCO and the statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination following a clearance decision of the applicable waiting period under the GWB. Star Bulk filed the applicable notification under the GWB on January 3, 2024, and received clearance from the FCO with respect to the merger on January 12, 2024.

The submission of a Business Combination Report with respect to the merger in accordance with Article 11 of the MRFTA and Articles 18 through 20 of its Enforcement Decree is further required to be made to the M&A Division of the KFTC. Completion of the merger is subject to receipt of the necessary approval decision of the KFTC under the MRFTA. Star Bulk submitted the applicable Business Combination Report with respect to the merger on January 10, 2024, and received clearance from the KFTC with respect to the merger on February 6, 2024.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the DOJ or the FTC may take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, at any time before or after the completion of the merger, and notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, any non-U.S. regulatory body or governmental entity and U.S. state could take action under other applicable antitrust or regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the merger or permitting completion subject to antitrust or regulatory conditions. Private parties may also seek to take legal action under antitrust or regulatory laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust or other regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.

Timing of the Transaction

The merger is expected to be completed in the first half of 2024 after the Eagle special meeting (assuming the Eagle shareholder approval is obtained at the Eagle special meeting). It is also possible that the regulatory approvals described above may only be obtained after the Eagle special meeting and that such approvals will determine the timing of the completion of the merger. Neither Eagle nor Star Bulk can predict, however, the actual date on which the merger will be completed because it is subject to conditions beyond each company’s control, including obtaining necessary regulatory approvals from applicable governmental entities. See “The Merger Agreement—Conditions to the Completion of the Merger” and “The Merger—Timing of the Transaction”.

Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

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Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the BCA. Section 100 of the BCA provides that shareholders have the right, in some circumstances, to dissent from certain corporate actions and to instead demand payment of the fair value of their shares. Shareholders do not have the right to receive payment of the fair value of their shares for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual course of its business, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.

Because Eagle common stock is listed on the NYSE, a national securities exchange, Eagle shareholders will not be entitled to appraisal rights in connection with the merger. Because Star Bulk is not a constituent company in the merger, its shareholders will not be entitled to appraisal rights in connection with the merger.

Litigation Related to the Merger

On January 25, 2024, February 6, 2024 and February 7, 2024, Star Bulk and Eagle received demand letters (the “demand letters”) from purported shareholders of Eagle alleging disclosure deficiencies in the preliminary proxy statement that is part of the registration statement on Form F-4 filed by Star Bulk on January 19, 2024. The demand letters demand that Eagle provide corrective disclosures in an amendment or supplement to such registration statement. Star Bulk and Eagle believe that the disclosures set forth in the preliminary proxy statement that is part of the registration statement comply with applicable law and that the allegations asserted in the demand letters are without merit.

As of the date of this proxy statement/prospectus, neither Star Bulk nor Eagle is subject to any filed shareholder litigation related to the merger.

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THE MERGER AGREEMENT

This section describes the material terms of the merger agreement. The descriptions of the merger agreement in this section and elsewhere in this proxy statement/prospectus are qualified in their entirety by reference to the complete text of the merger agreement, a copy of which merger agreement is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to carefully read the entire merger agreement.

Explanatory Note Regarding the Merger Agreement

The merger agreement is included to provide you with information regarding its terms. Neither the merger agreement nor the summary of its material terms included in this section is intended to provide any factual information about Star Bulk or Eagle. Factual disclosures about Star Bulk and Eagle contained in this proxy statement/prospectus and/or in the public reports of Star Bulk and Eagle filed with the SEC (as described in the section entitled “Where You Can Find More Information”) may supplement, update or modify the disclosures about Star Bulk and Eagle contained in the merger agreement. The merger agreement contains representations and warranties and covenants of the parties customary for a merger of this nature. The representations and warranties contained in the merger agreement were made only for purposes of the merger agreement as of the specific dates therein; were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the merger agreement and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Star Bulk’s or Eagle’s public disclosures. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Star Bulk or Eagle at the time they were made or otherwise.

Structure of the Merger

The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, and in accordance with the BCA, Merger Sub will be merged with and into Eagle at the completion of the merger. As a result of the merger, the separate corporate existence of Merger Sub will cease and Eagle will continue as the surviving corporation and a wholly owned subsidiary of Star Bulk.

At the completion of the merger, the Eagle articles and the Eagle bylaws will be amended and restated in their entirety to be (1) the certificate of Merger Sub as in effect immediately prior to the completion of the merger, and (2) the bylaws of Merger Sub as in effect immediately prior to the completion of the merger (except that the name of the surviving corporation will be “Eagle Bulk Shipping Inc.”).

The directors and officers of Merger Sub immediately prior to the effective time will become the directors and officers of the surviving corporation.

Merger Consideration

At the completion of the merger, upon the terms and subject to the conditions set forth in the merger agreement, each issued and outstanding share of Eagle common stock (other than the excluded shares) will be automatically converted into the right to receive the merger consideration, which is:

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The 2.6211 shares of Star Bulk common stock into which each share of Eagle common stock (other than the excluded shares) will be converted is referred to as the exchange ratio.

The exchange ratio is fixed and not subject to adjustment, and the merger agreement does not contain any provision that would adjust the exchange ratio for any reason, including to account for fluctuations in the market value of either company’s common stock or any other factor.

Prior to the effective time of the merger, the bank or trust company appointed by Star Bulk (and reasonably acceptable to Eagle) as the exchange agent will enter into an agreement with Star Bulk, setting forth the exchange agent’s duties, responsibilities and obligations. At or prior to the effective time of the merger, Star Bulk will deposit with the exchange agent an exchange fund consisting of (i) evidence of Star Bulk common stock issuable in a book-entry form equal to the aggregate merger consideration and (ii) cash in dollars of immediately available funds in an amount sufficient to pay the aggregate fractional share consideration, in each case, to be held in trust for the sole benefit of the holders of Eagle common stock. Following the effective time of the merger, Star Bulk will make available to the exchange agent, from time to time as needed, cash in dollars of immediately available funds in an amount sufficient to pay any dividends and other distributions pursuant to the merger agreement. If the exchange fund is insufficient to pay the aggregate fractional share consideration and any applicable dividends or other distributions, Star Bulk will promptly deposit additional funds with the exchange agent.

Fractional Shares

No fractional shares of Star Bulk common stock will be issued upon the surrender for exchange of certificates or book-entry shares, and such fractional share interests will not entitle the owner thereof to any shares of Star Bulk common stock or to vote or to any other rights of a Star Bulk shareholder. Each holder of shares of Eagle common stock converted pursuant to the merger who would otherwise have been entitled to receive a fraction of a share of Star Bulk common stock will be entitled to receive, in lieu thereof, cash (without interest) in an amount equal to the product of (1) the fractional part of a share of Star Bulk common stock to which such holder would otherwise be entitled and (2) the volume weighted average trading prices of shares of Star Bulk common stock on Nasdaq for the five trading days following the closing date (not counting the closing date), as determined by the exchange agent.

Treatment of Eagle’s Equity Awards

Restricted Stock Units. At the effective time, each Eagle RSU that is outstanding, whether vested or unvested, as of immediately prior to the effective time of the merger, will be cancelled and converted into a Star Bulk RSU with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle RSU immediately prior to the effective time of the merger (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle RSU) and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle RSU immediately prior to the effective time of the merger (except that the form of payment upon vesting will be in shares of Star Bulk common stock rather than in Eagle common stock and except for any ministerial changes); provided that such cancellation and conversion shall be effected in a manner intended to comply with Section 409A of the Code, if applicable.

Performance Stock Units. Except as otherwise provided in the post-signing omnibus amendment and the post-signing amendment, at the effective time, each Eagle PSU that is outstanding, whether vested or unvested, as of immediately prior to the effective time of the merger, will be cancelled and converted into a Star Bulk RSU

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with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle PSU based on the actual level of performance achieved as of the end of the applicable performance period or, if the effective time of the merger occurs prior to the end of the applicable performance period, then the actual level of performance achieved as of immediately prior to the effective time of the merger, in each case as determined by the Eagle Board in accordance with the applicable plans and agreements (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle PSU) and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle PSU immediately prior to the effective time of the merger (except that the form of payment upon vesting will be in shares of Star Bulk common stock rather than in Eagle common stock and such Star Bulk RSU will no longer be subject to performance-based vesting conditions and except for any ministerial changes); provided that such cancellation and conversion shall be effected in a manner intended to comply with Section 409A of the Code, if applicable.

Restricted Stock. At the effective time, each Eagle restricted share outstanding as of immediately prior to the effective time of the merger will be cancelled and converted into Star Bulk restricted shares with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle restricted share immediately prior to the effective time of the merger (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle restricted share) and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle restricted share immediately prior to the effective time of the merger (except for any ministerial changes).

Performance-Based Restricted Stock. At the effective time, each Eagle performance-based restricted share outstanding as of immediately prior to the effective time of the merger will be cancelled and converted into Star Bulk restricted shares with respect to a number of shares of Star Bulk common stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Eagle common stock subject to such Eagle performance-based restricted share based on the actual level of performance achieved as of the end of the applicable performance period or, if the effective time of the merger occurs prior to the end of the applicable performance period, then the actual level of performance achieved as of immediately prior to the effective time of the merger, in each case as determined by the Eagle Board in accordance with the applicable plans and agreements (including any accrued but unpaid dividends or dividend equivalents in respect of such Eagle performance-based restricted share), and (ii) the exchange ratio, subject to the same terms and conditions as were applicable to such Eagle performance-based restricted share immediately prior to the effective time of the merger (except that such Star Bulk Restricted Share will no longer be subject to performance-based vesting conditions and except for any ministerial changes).

Closing and Effectiveness of the Merger

Unless another date is agreed to in writing by Star Bulk and Eagle, the closing of the merger will take place via electronic exchange of documents on the second business day after the satisfaction (or, to the extent permitted by the merger agreement and applicable law, waiver) of all of the closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing), but subject to satisfaction (or, to the extent permitted by the merger agreement or applicable law, waiver) of those conditions, or at such other place, time and date as shall be agreed in writing between Star Bulk and Eagle.

The merger will become effective when the articles of the merger have been duly filed with the Registrar or Deputy Registrar of Corporations of the Republic of the Marshall Islands as provided under the BCA or at such later time as Star Bulk and Eagle shall agree and specify in the articles of merger in accordance with the BCA. The date and time at which the merger becomes effective is referred to as the “effective time.” At the effective time, all of the rights, privileges, immunities, powers, purposes, property and assets of each of Merger Sub and Eagle will vest in the surviving corporation, and all liabilities, obligations and penalties of each of Merger Sub and Eagle will be assumed by the surviving corporation.

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Conversion of Eagle Shares

The conversion of shares of Eagle common stock (other than the excluded shares) into the right to receive the merger consideration will occur automatically at the effective time of the merger.