Core Insights - Castor Maritime Inc. reported significant declines in revenues and net income for the second quarter and first half of 2025, attributed to challenging market conditions in the dry bulk sector and a reduction in fleet size [5][6][34]. Financial Performance - Total vessel revenues for Q2 2025 were $10.2 million, down 37.4% from $16.3 million in Q2 2024 [5][34]. - Net income for Q2 2025 was $6.3 million, a decrease of 72.5% compared to $22.9 million in Q2 2024 [5][34]. - Adjusted net income for Q2 2025 was $2.0 million, down from $21.5 million in Q2 2024 [5][34]. - For the first half of 2025, total vessel revenues were $21.5 million, a 41.4% decrease from $36.7 million in the same period of 2024 [5][34]. - The company reported a net loss of $17.0 million for the first half of 2025, compared to a net income of $45.2 million in the first half of 2024, marking a 137.6% decrease [5][34]. Operational Metrics - The number of Available Days decreased by 23.3% from 1,076 days in Q2 2024 to 825 days in Q2 2025, primarily due to the sale of vessels [6][34]. - The Daily Time Charter Equivalent (TCE) rate fell from $14,249 in Q2 2024 to $11,516 in Q2 2025 [37]. Strategic Developments - The company executed a fleet renewal strategy by selling older vessels to enhance efficiency [3][4]. - Castor completed four vessel disposals in the first half of 2025, compared to seven in the same period of 2024 [5][34]. Cash Flow and Debt Management - As of June 30, 2025, cash decreased to $44.8 million from $87.9 million at the end of 2024, primarily due to operating cash outflows and debt repayments [21][22]. - Total debt as of June 30, 2025, was $5.3 million, significantly reduced from $103.7 million at the end of 2024 due to prepayments related to vessel sales [22][23]. Recent Business Developments - The company agreed to issue 60,000 Series E Preferred Shares for $60.0 million, with an 8.75% distribution rate [26]. - Castor's subsidiary acquired a 3.44% stake in MPC Container Ships ASA, increasing its total shareholding to 20.12% [27]. - A sale and leaseback transaction for the M/V Magic Thunder was completed, generating $14.6 million in financing [28].

LIMASSOL, Cyprus, Sept. 15, 2025 (GLOBE NEWSWIRE) -- Castor Maritime Inc. (NASDAQ: CTRM), (“Castor” or the “Company”), a diversified global shipping and energy company, announced today that the Company’s 2025 Annual General Meeting of Shareholders (the "Meeting") was duly held on September 12, 2025, at 6:00 p.m., local time, at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus. At the Meeting, the following proposals were approved and adopted: The re-election of Mr. Dionysio ...

Core Viewpoint - Castor Maritime Inc. reported a challenging first quarter in 2025, with significant declines in vessel revenues and a net loss attributed to unrealized losses from equity method investments, despite maintaining a solid cash position and focusing on long-term growth strategies [3][4][6]. Financial Performance - Total vessel revenues decreased to $11.3 million in Q1 2025 from $20.4 million in Q1 2024, representing a 44.6% decline [5][6]. - The company incurred a net loss of $23.3 million in Q1 2025, compared to a net income of $22.3 million in Q1 2024, marking a 204.5% decrease [6][35]. - Adjusted net income for Q1 2025 was $4.9 million, down from $12.4 million in Q1 2024 [6][35]. - EBITDA for Q1 2025 was $(18.3) million, compared to $26.8 million in Q1 2024 [6][35]. - Cash position as of March 31, 2025, was $78.3 million, down from $87.9 million as of December 31, 2024 [4][20]. Operational Highlights - The company operated an average of 12.2 vessels in Q1 2025, with a Daily TCE Rate of $9,555, compared to 15.8 vessels and a Daily TCE Rate of $13,411 in Q1 2024 [29][37]. - Ownership Days decreased to 1,094 in Q1 2025 from 1,441 in Q1 2024, reflecting the sale of several vessels [37]. Debt and Financing - The company fully repaid a $100 million loan from Toro, enhancing its financial flexibility [4]. - Total debt as of March 31, 2025, was $55.1 million, down from $103.7 million as of December 31, 2024 [21][22]. Recent Developments - Castor's subsidiary, MPC Capital, increased its stake in MPC Container Ships ASA from approximately 16.68% to 20.12% [24]. - The company completed the sale of multiple vessels, including the M/V Ariana A and M/V Magic Eclipse, contributing to cash inflows [28].

Core Viewpoint - Spirit AeroSystems Holdings, Inc. has entered into a purchase agreement to sell its facility and businesses in Subang, Malaysia to Composites Technology Research Malaysia Sdn Bhd for $95.2 million, with the transaction expected to close in Q4 2025, pending regulatory approvals [1]. Group 1: Transaction Details - The sale price for the Subang facility is $95,200,000, subject to customary adjustments [1]. - The transaction is part of a broader strategy following a merger agreement with Boeing and a definitive agreement with Airbus [1]. - The closing of the transaction is anticipated in the fourth quarter of 2025, contingent on regulatory approvals and other closing conditions [1]. Group 2: Business Operations - The Subang facility is a significant engineering and manufacturing operation, covering 45 acres with a 400,000 square-foot manufacturing footprint and employing over 1,000 staff [2]. - The facility specializes in aerostructures assembly and services, providing an integrated supply chain with access to regional material sourcing and skilled labor [2]. Group 3: Supplier Relationships - Following the acquisition, CTRM will become a key supplier for Airbus's A220, A320, and A350 programs, as well as for Boeing's 737 and 787 programs [3]. - This acquisition is expected to strengthen the supply chain for both Airbus and Boeing, enhancing their production capabilities [3]. Group 4: Company Background - Spirit AeroSystems is one of the largest manufacturers of aerostructures for commercial and defense aircraft, with expertise in aluminum and advanced composite manufacturing [4]. - The company operates globally with facilities in the U.S., U.K., France, Malaysia, and Morocco, focusing on innovative and reliable supply solutions for military and commercial aerospace [4]. Group 5: CTRM Overview - Composites Technology Research Malaysia is recognized as a Tier 2 advanced aerospace composite supplier, specializing in the development and production of composite sub-assemblies for Tier 1 global aerospace suppliers [5]. - CTRM's expertise includes designing and manufacturing composite components for both aerospace and non-aerospace applications, along with offering support services such as testing and supplier management [5].

Core Viewpoint - Castor Maritime Inc. has successfully completed a sale and leaseback transaction for the M/V Magic Thunder, enhancing its financial flexibility and operational capacity [1][2]. Company Overview - Castor Maritime Inc. is a diversified global shipping and energy company involved in asset management, vessel ownership, technical and commercial ship management, and energy infrastructure projects [3]. - The company's fleet consists of 9 vessels with a total capacity of 0.6 million deadweight tons (dwt) [3]. - Castor is the majority shareholder of MPC Münchmeyer Petersen Capital AG, a Frankfurt-listed asset manager [3]. Financial Transaction Details - The bareboat financing for the M/V Magic Thunder amounts to $14.6 million, with a duration of five years and a purchase option available to the company starting at the end of the second year of the charter period [2].

Company Overview - Castor Maritime Inc. is a diversified global shipping and energy company involved in asset management, vessel ownership, technical and commercial ship management, and energy infrastructure projects [3] - The company owns a fleet of 9 vessels with an aggregate capacity of 0.6 million deadweight tons (dwt) [3] - Castor is the majority shareholder of the Frankfurt-listed asset manager MPC Münchmeyer Petersen Capital AG [3] Upcoming Events - The Board of Directors has scheduled the 2025 Annual General Meeting of Shareholders for September 12, 2025, at 6:00 p.m. local time in Limassol, Cyprus [1] - A record date of July 14, 2025, has been set for determining shareholders entitled to vote at the meeting [1] - The Notice of the Meeting and Proxy Statement will be mailed to shareholders on or around July 29, 2025, and will also be available on the SEC's website [2]

[PART I](index=3&type=section&id=PART%20I) [Identity of Directors, Senior Management and Advisers](index=7&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This section of the report is marked as 'Not applicable', indicating no information is provided under these specific headings - The sections for Directors and Senior Management, Advisers, and Auditors are all marked as 'Not applicable'[23](index=23&type=chunk)[24](index=24&type=chunk) [Offer Statistics and Expected Timetable](index=7&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This section of the report is marked as 'Not applicable' - This section is not applicable as per the report[25](index=25&type=chunk) [Key Information](index=7&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines significant corporate events, including the 2023 tanker business spin-off, a 2024 reverse stock split, and the acquisition of a 74.09% stake in MPC Capital, alongside a comprehensive summary of related risk factors - On March 7, 2023, the company completed the spin-off of its former tanker business, which was contributed to Toro Corp[27](index=27&type=chunk) - A one-for-ten reverse stock split of the company's common shares was effected on March 27, 2024[29](index=29&type=chunk) - On December 16, 2024, the company acquired a **74.09% controlling stake in MPC Capital** for approximately **$192.0 million**[30](index=30&type=chunk) [Risk Factors](index=8&type=section&id=D.%20RISK%20FACTORS) This subsection details numerous risks affecting the company, including industry volatility, geopolitical conflicts, environmental regulations, related-party dependence, and share price volatility - The shipping industry is cyclical and volatile, with charter hire rates subject to fluctuations from changes in supply and demand, which can adversely affect financial results[38](index=38&type=chunk)[42](index=42&type=chunk) - Geopolitical events, such as the war in Ukraine and incidents in the Red Sea, disrupt trade patterns, increase costs, and impact charter rates[45](index=45&type=chunk)[53](index=53&type=chunk)[56](index=56&type=chunk) - The company is subject to extensive and evolving international environmental regulations (e.g., IMO 2020, EEXI, CII) that may require costly vessel modifications and increase operating expenses[99](index=99&type=chunk)[103](index=103&type=chunk)[311](index=311&type=chunk) - The company is dependent on its related-party manager, Castor Ships, for the management of its fleet, and any failure by the manager could negatively impact operations[162](index=162&type=chunk) - The company's share price has been highly volatile, and future issuances of common shares, including from the conversion of Series D Preferred Shares, could cause significant dilution to existing shareholders[210](index=210&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) - The Chairman, CEO, and CFO, through an affiliated entity (Thalassa), controls **99.2% of the company's voting power** via Series B Preferred Shares, allowing for considerable influence over shareholder matters[229](index=229&type=chunk)[232](index=232&type=chunk) - The company's new asset management segment faces intense competition and its revenues are highly dependent on the volume of assets under management and the performance of its investees[127](index=127&type=chunk)[130](index=130&type=chunk)[151](index=151&type=chunk) [Information on the Company](index=46&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's business, which shifted to focus on dry bulk and containerships after the 2023 spin-off of its tanker business, and now includes an asset management segment via MPC Capital [History and Development of the Company](index=46&type=section&id=A.%20HISTORY%20AND%20DEVELOPMENT%20OF%20THE%20COMPANY) Details the company's evolution, highlighting the March 2023 spin-off of its tanker business, strategic focus on dry bulk and container shipping, and the significant acquisition of MPC Capital in December 2024 - On December 16, 2024, the company completed the acquisition of a **74.09% stake in MPC Capital** for **€182.8 million** (approx. **$192.0 million**), adding an asset management segment[244](index=244&type=chunk)[387](index=387&type=chunk) - The MPC Capital acquisition was financed with cash, a **$100.0 million loan** from related-party Toro Corp., and a **$50.0 million issuance of Series D Preferred Shares** to Toro[244](index=244&type=chunk)[253](index=253&type=chunk) - The company completed the spin-off of its tanker business to Toro Corp. on March 7, 2023, after which it focused on dry bulk and containerships[247](index=247&type=chunk)[249](index=249&type=chunk) - A **1-for-10 reverse stock split** was effected on March 27, 2024, to regain compliance with Nasdaq's minimum bid price requirement[256](index=256&type=chunk) [Business Overview](index=49&type=section&id=B.%20BUSINESS%20OVERVIEW) The company operates in three segments: dry bulk, containership, and asset management, with a fleet of 8 dry bulk carriers and 1 containership managed by Castor Ships S.A., and is subject to extensive environmental regulations - Following the acquisition of MPC Capital, the company now operates in three reportable segments: dry bulk, containership, and asset management[259](index=259&type=chunk) - As of May 9, 2025, the fleet consisted of **8 dry bulk carriers** and **one 1,850 TEU containership**, following several vessel sales[245](index=245&type=chunk) - The entire fleet is commercially and technically managed by Castor Ships S.A., a company controlled by Castor's Chairman and CEO, under an agreement that includes management fees, chartering commissions, and sale/purchase commissions[282](index=282&type=chunk)[283](index=283&type=chunk) - The asset management segment (MPC Capital) manages **€5.1 billion in assets** and provides services to listed entities like MPC Container Ships ASA and MPC Energy Solutions N.V.[244](index=244&type=chunk)[288](index=288&type=chunk) - The company is subject to extensive environmental regulations, including IMO's EEXI and CII for carbon intensity reduction, EU ETS for carbon emissions, and the BWM Convention for ballast water management[311](index=311&type=chunk)[324](index=324&type=chunk)[349](index=349&type=chunk) [Operating and Financial Review and Prospects](index=70&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the company's financial performance, highlighting a decrease in total revenues in 2024 due to a smaller fleet, the addition of asset management revenue, and the impact of vessel sales [Operating Results](index=70&type=section&id=A.%20OPERATING%20RESULTS) For FY 2024, total revenues decreased to **$66.2 million** from **$97.5 million** in FY 2023, primarily due to reduced available days, despite a higher average Daily TCE Rate of **$13,147** Consolidated Results of Operations (FY 2024 vs. FY 2023) | (In U.S. Dollars) | Year ended Dec 31, 2023 | Year ended Dec 31, 2024 | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | **$97,515,511** | **$66,243,379** | **($31,272,132)** | **-32.1%** | | Operating income | $22,007,914 | $21,426,610 | ($581,304) | -2.6% | | **Net income from continuing operations** | **$21,303,156** | **$15,304,934** | **($5,998,222)** | **-28.2%** | | Net income from discontinued operations | $17,339,332 | $0 | ($17,339,332) | -100.0% | | **Net income** | **$38,642,488** | **$15,304,934** | **($23,337,554)** | **-60.4%** | Key Operational Metrics (Consolidated) | Metric | 2023 | 2024 | | :--- | :--- | :--- | | Daily TCE Rate | $12,356 | $13,147 | | Available Days | 7,483 | 4,626 | | Fleet Utilization | 99% | 99% | | EBITDA | $51,607,538 | $29,679,564 | - The decrease in total vessel revenues was primarily driven by a reduction in Available Days to **4,626 in 2024** from **7,483 in 2023**, following the sale of twelve vessels[429](index=429&type=chunk) - The new asset management segment, acquired on Dec 16, 2024, generated **$1.2 million in revenue** and **$2.8 million in operating income** in the short period to year-end[431](index=431&type=chunk)[460](index=460&type=chunk) - Net gain on sale of vessels increased significantly to **$19.3 million in 2024** from **$6.4 million in 2023**[439](index=439&type=chunk) [Liquidity and Capital Resources](index=84&type=section&id=B.%20LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of Dec 31, 2024, cash and cash equivalents were **$87.9 million**, with working capital of **$185.9 million**, after prepaying prior debt and incurring new debt for the MPC Capital acquisition Cash and Liquidity Position (in millions USD) | Metric | Dec 31, 2023 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $111.4 million | $87.9 million | | Restricted cash | $9.5 million | $0 | | Working capital surplus | $213.7 million | $185.9 million | - In 2024, the company used proceeds from vessel sales of **$86.6 million** to prepay all of its outstanding indebtedness from the end of 2023[477](index=477&type=chunk) - To fund the MPC Capital acquisition, the company entered into a new **$100 million term loan** with related-party Toro on Dec 11, 2024, and issued an additional **50,000 Series D Preferred Shares** to Toro for **$50 million**[475](index=475&type=chunk)[477](index=477&type=chunk) - The **$100 million term loan from Toro** was fully repaid subsequent to the year-end, on May 5, 2025[591](index=591&type=chunk)[926](index=926&type=chunk) [Critical Accounting Estimates](index=93&type=section&id=E.%20CRITICAL%20ACCOUNTING%20ESTIMATES) This section identifies key accounting estimates requiring significant management judgment, including the valuation of mezzanine equity, purchase price allocation for MPC Capital, and vessel impairment assessments - The fair value of the Series D Preferred Shares (mezzanine equity) is a critical estimate, determined using Level 3 inputs such as expected volatility and weighted average cost of capital (WACC)[522](index=522&type=chunk)[523](index=523&type=chunk) - The purchase price allocation for the MPC Capital acquisition required significant judgment in valuing intangible assets, such as customer relationships (using the Multi-Period Excess Earnings Method) and investments (using a discounted cash flow model)[524](index=524&type=chunk)[528](index=528&type=chunk) - Vessel impairment testing, critical as of Dec 31, 2023, for three vessels, relies on subjective assumptions about future charter rates, operating expenses, and vessel residual values; no impairment test was needed as of Dec 31, 2024[526](index=526&type=chunk)[530](index=530&type=chunk)[531](index=531&type=chunk) [Directors, Senior Management and Employees](index=96&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section lists the company's directors and senior management, led by founder Petros Panagiotidis, details their compensation, and notes the increase in employees due to the MPC Capital acquisition [Directors and Senior Management](index=96&type=section&id=A.%20DIRECTORS%20AND%20SENIOR%20MANAGEMENT) The company is led by its founder, Petros Panagiotidis, who holds the roles of Chairman, CEO, and CFO, with two non-executive directors on the board - Petros Panagiotidis is the founder and serves as Chairman, CEO, and CFO; he also holds leadership positions at related companies Toro Corp. and Robin Energy Ltd[547](index=547&type=chunk) - The board consists of three directors: Petros Panagiotidis (Class C), Dionysios Makris (Class B), and Angelos Rounick Platanias (Class A, appointed Feb 2025)[544](index=544&type=chunk)[549](index=549&type=chunk) [Compensation](index=97&type=section&id=B.%20COMPENSATION) For FY 2024, non-executive directors received aggregate fees of **$96 thousand**, with additional fees for audit committee members, and a **$2.6 million** one-time compensation is payable to certain subsidiary officers - In FY 2024, non-executive directors received total fees of **$96 thousand**, plus additional fees for audit committee service[550](index=550&type=chunk) - A one-time compensation of **$2.6 million** is payable to certain officers of a subsidiary related to a business combination[550](index=550&type=chunk) [Employees](index=98&type=section&id=D.%20EMPLOYEES) The company's employee count increased from zero at the end of 2023 to **155** at the end of 2024, entirely due to the acquisition of MPC Capital - The number of employees grew from **0** as of Dec 31, 2023, to **155** as of Dec 31, 2024, due to the MPC Capital acquisition[554](index=554&type=chunk) [Major Shareholders and Related Party Transactions](index=99&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section discloses that Thalassa Investment Co. S.A. controls **99.2%** of the company's voting power and details numerous related-party transactions, primarily with entities controlled by the Chairman/CEO [Major Shareholders](index=99&type=section&id=A.%20MAJOR%20SHAREHOLDERS) Thalassa Investment Co. S.A., an affiliate of the Chairman/CEO, controls **99.2%** of the company's voting power through its ownership of all Series B Preferred Shares - Thalassa Investment Co. S.A., an affiliate of the Chairman/CEO, controls **99.2% of the company's aggregate voting power** through its ownership of all **12,000 Series B Preferred Shares**[562](index=562&type=chunk) [Related Party Transactions](index=99&type=section&id=B.%20RELATED%20PARTY%20TRANSACTIONS) The company engages in extensive transactions with related parties, including management services from Castor Ships, a **$100 million loan** from Toro Corp., and vessel sales to affiliated entities - The company is managed by Castor Ships S.A., a related party, under an agreement providing for management fees, chartering commissions, and sale/purchase commissions[565](index=565&type=chunk)[566](index=566&type=chunk) - In 2024, Castor received a **$100 million loan** from and issued **$50 million in Series D Preferred Shares** to Toro Corp., a related party controlled by Castor's CEO[584](index=584&type=chunk)[589](index=589&type=chunk) - Several vessels, including the M/V Magic Venus, M/V Magic Nova, M/V Magic Horizon, and M/V Magic Nebula, were sold to entities affiliated with the CEO's family in 2024[594](index=594&type=chunk)[595](index=595&type=chunk)[596](index=596&type=chunk) [Financial Information](index=106&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section contains the consolidated financial statements and other financial information, noting no material legal proceedings and no declared dividend policy for common shares - The company is not currently a party to any legal proceedings that would have a material adverse effect on its financial condition[607](index=607&type=chunk) - The company has no declared dividend policy for common shares; any dividends are at the Board's discretion and are subordinate to the rights of Series D Preferred shareholders[608](index=608&type=chunk)[610](index=610&type=chunk) - In 2024, the company paid a dividend of **$2.5 million** to Toro in connection to the Series D Preferred Shares[613](index=613&type=chunk) [The Offer and Listing](index=107&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) The company's common shares and associated rights trade on the Nasdaq Capital Market under 'CTRM' and on the Norwegian OTC market under 'CASTOR' - The company's common shares trade on the Nasdaq Capital Market under the symbol 'CTRM' and on the Norwegian OTC under 'CASTOR'[615](index=615&type=chunk) [Additional Information](index=108&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's capital structure, including its authorized **1.95 billion common shares** and **50 million preferred shares**, and discusses taxation, noting a **4% U.S. source income tax** [Memorandum and Articles of Association](index=108&type=section&id=B.%20MEMORANDUM%20AND%20ARTICLES%20OF%20ASSOCIATION) The company's authorized capital consists of **1.95 billion common shares** and **50 million preferred shares**, with Series B Preferred Shares holding super-voting rights and Series D Preferred Shares having a **5.00% cumulative dividend** - Authorized capital stock consists of **1,950,000,000 common shares** and **50,000,000 preferred shares**[625](index=625&type=chunk) - Series B Preferred Shares, all held by a related party, have **100,000 votes per share**, granting the holder voting control[629](index=629&type=chunk) - Series D Preferred Shares carry a **5.00% cumulative dividend**, are convertible into common shares at the holder's option starting January 1, 2026, and have liquidation preference over common shares[632](index=632&type=chunk)[634](index=634&type=chunk)[637](index=637&type=chunk) [Taxation](index=114&type=section&id=E.%20TAXATION) As a Marshall Islands corporation, the company is not subject to income tax there, but its U.S. source shipping income is subject to a **4% tax** due to not meeting the 'Publicly Traded Test' - The company is a Marshall Islands corporation and not subject to income tax there[657](index=657&type=chunk) - Due to its share structure not meeting the 'Publicly Traded Test' under Section 883 of the U.S. Code, the company's U.S. source shipping income is subject to a **4% tax**; provisions were **$113.9 thousand in 2024**, **$177.8 thousand in 2023**, and **$388.7 thousand in 2022**[242](index=242&type=chunk)[661](index=661&type=chunk)[664](index=664&type=chunk) - The company believes it is not a Passive Foreign Investment Company (PFIC), but notes there is a risk the IRS could determine otherwise, which would have adverse tax consequences for U.S. shareholders[237](index=237&type=chunk)[238](index=238&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=122&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to interest rate risk with a net exposure of **$103.6 million** to floating rates, and significant equity price risk from its **$69.1 million** listed securities and **$115.5 million** equity method investments - As of Dec 31, 2024, the company had a net effective exposure of **$103.6 million** to floating interest rate fluctuations on its outstanding debt[701](index=701&type=chunk) - Equity price risk is significant, with **$69.1 million in listed equity securities**; a hypothetical **25% decrease** in market prices would result in a **$17.3 million decrease** in net income[704](index=704&type=chunk)[706](index=706&type=chunk) - The company also has significant equity price risk from its equity method investments measured at fair value, totaling **$115.5 million**; a hypothetical **25% price decrease** would result in a **$28.9 million decrease** in net income[708](index=708&type=chunk)[709](index=709&type=chunk) [PART II](index=123&type=section&id=PART%20II) [Controls and Procedures](index=124&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2024, but excluded the newly acquired MPC Capital, which represented **39% of consolidated total assets** - Management concluded that disclosure controls and procedures were effective as of December 31, 2024[719](index=719&type=chunk) - The evaluation of disclosure controls and internal control over financial reporting excluded the newly acquired MPC Capital, which represented **39% of total consolidated assets** at year-end[720](index=720&type=chunk)[724](index=724&type=chunk) - The annual report does not include an attestation report on internal controls from the registered public accounting firm because the company is not an accelerated filer[726](index=726&type=chunk) [Corporate Governance and Other Matters](index=125&type=section&id=ITEM%2016) This section covers various governance topics, including principal accountant fees, corporate governance practices as a foreign private issuer, and the company's cybersecurity risk management framework [Principal Accountant Fees and Services](index=126&type=section&id=16C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Details fees paid to the principal accountant, Deloitte, with audit fees totaling **$238.7 thousand** in 2024, a decrease from **$439.8 thousand** in 2023 Accountant Fees (in USD) | Fee Type | 2023 | 2024 | | :--- | :--- | :--- | | Audit Fees | $439,820 | $238,674 | | Tax Fees | $0 | $8,000 | [Corporate Governance](index=127&type=section&id=16G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer, the company follows Marshall Islands home country practices, resulting in differences from Nasdaq corporate governance standards regarding board independence and committee structures - The company follows home country (Marshall Islands) practice, exempting it from certain Nasdaq rules[741](index=741&type=chunk) - Key differences from Nasdaq standards include not requiring a majority-independent board, not having a compensation or nominating committee, and not requiring shareholder approval for certain equity issuances[744](index=744&type=chunk) [Cybersecurity](index=128&type=section&id=16K.%20CYBERSECURITY) The company's cybersecurity risk management is overseen by the Board and managed by Castor Ships and MPC IT, with no material incidents detected in 2024 - Cybersecurity risk management is integrated into the company's overall risk framework and overseen by the full Board[746](index=746&type=chunk)[752](index=752&type=chunk) - Day-to-day cybersecurity management is handled by the ITC Department of its manager, Castor Ships, for the shipping business and by MPC IT for the asset management segment[748](index=748&type=chunk)[751](index=751&type=chunk) - No material cybersecurity incidents were detected in 2024[747](index=747&type=chunk) [PART III](index=129&type=section&id=PART%20III) [Financial Statements](index=129&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the audited consolidated financial statements for 2022-2024, including balance sheets, income statements, and cash flows, with auditor's critical audit matters on mezzanine equity and MPC Capital acquisition valuation Consolidated Balance Sheet Summary (in millions USD) | | Dec 31, 2023 | Dec 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$605.0 million** | **$797.4 million** | | Total Liabilities | $94.3 million | $171.9 million | | Mezzanine Equity | $49.5 million | $77.7 million | | **Total Shareholders' Equity** | **$461.2 million** | **$547.8 million** | Consolidated Statement of Comprehensive Income Summary (in millions USD) | | FY 2022 | FY 2023 | FY 2024 | | :--- | :--- | :--- | :--- | | **Total Revenues** | **$150.2 million** | **$97.5 million** | **$66.2 million** | | Net Income from Continuing Operations | $66.5 million | $21.3 million | $15.3 million | | Net Income from Discontinued Operations | $52.0 million | $17.3 million | $0.0 million | | **Net Income** | **$118.6 million** | **$38.6 million** | **$15.3 million** | - The auditor's report identified two critical audit matters: the fair value determination of the Series D Preferred Shares (mezzanine equity) and the fair value accounting for customer relationships and an investment in WASM related to the MPC Capital acquisition[773](index=773&type=chunk)[786](index=786&type=chunk) - The company's discontinued operations, related to the 2023 spin-off of its tanker business to Toro, generated net income of **$17.3 million in 2023** and **$52.0 million in 2022**[891](index=891&type=chunk)[892](index=892&type=chunk)

Core Viewpoint - Castor Maritime Inc. has filed its annual report for the fiscal year ended December 31, 2024, with the SEC, which includes audited consolidated financial statements [1] Company Overview - Castor Maritime Inc. is a diversified global shipping and energy company involved in asset management, vessel ownership, technical and commercial ship management, and energy infrastructure projects [2] - The company owns a fleet of 9 vessels with an aggregate capacity of 0.6 million deadweight tons (dwt) [3] - Castor is the majority shareholder of the Frankfurt-listed asset manager MPC Münchmeyer Petersen Capital AG [3] Accessibility of Annual Report - The Annual Report is available on the SEC website and the company's website under the "Investors" section [2] - Shareholders can request a hard copy of the Annual Report free of charge [2]

Core Insights - Castor Maritime Inc. reported a significant decrease in total vessel revenues and net income for the year ended December 31, 2024, compared to 2023, primarily due to reduced operational capacity and lower charter rates [6][7][44] - The company completed the acquisition of MPC Capital, marking a strategic move into the asset management sector, which is expected to diversify income streams and support future growth [3][29] - The company has modernized its fleet and simplified its capital structure while maintaining a strong liquidity position [4][5] Financial Performance - Total vessel revenues for the year ended December 31, 2024, were $65.1 million, a decrease of 33.2% from $97.5 million in 2023 [6] - Net income from continuing operations was $15.3 million for 2024, down 28.2% from $21.3 million in 2023, and total net income decreased by 60.4% from $38.6 million in 2023 [6] - Earnings per share from continuing operations increased to $3.50 in 2024 from $2.05 in 2023, reflecting a change in share structure [6] Operational Highlights - The company operated an average of 12.9 vessels in Q4 2024, down from 18.9 vessels in Q4 2023, with a daily TCE rate of $11,648 compared to $14,530 in the same period of 2023 [33][44] - Ownership Days decreased to 1,186 in Q4 2024 from 1,740 in Q4 2023, impacting overall operational capacity [47] - The company completed three acquisitions and seven disposals in 2024, contrasting with no acquisitions or disposals in 2023 [6] Recent Developments - The acquisition of MPC Capital was finalized on December 16, 2024, for approximately $192.0 million, enhancing the company's asset management capabilities [29] - A $100 million senior term loan facility was secured from Toro Corp. to finance the acquisition of MPC Capital [23][27] - The company reported a consolidated cash position of $87.9 million as of December 31, 2024, down from $120.9 million in 2023, primarily due to operational cash flows and acquisition costs [20][21]

Core Viewpoint - Castor Maritime Inc. has successfully completed the sale of the M/V Magic Callisto, a Panamax bulk carrier vessel, on April 28, 2025, marking a significant transaction for the company [1]. Company Overview - Castor Maritime Inc. is a diversified global shipping and energy company involved in asset management, vessel ownership, technical and commercial ship management, and energy infrastructure projects [2]. - The company owns a fleet of 10 vessels with a total capacity of 0.7 million deadweight tons (dwt) [3]. Recent Transactions - The M/V Magic Callisto, built in 2012, was sold as part of the company's strategic asset management [1]. - Additionally, the company had previously agreed to sell the M/V Gabriela A on December 4, 2024 [3]. Shareholder Information - Castor Maritime Inc. is the majority shareholder of MPC Münchmeyer Petersen Capital AG, which is listed in Frankfurt [3].