Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023

Commission File Number: 001-33869

STAR BULK CARRIERS CORP.

(Translation of registrant’s name into English)

Star Bulk Carriers Corp.

c/o Star Bulk Management Inc.

40 Agiou Konstantinou Street,

15124 Maroussi,

Athens, Greece

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Press Release

On December 1, 2023, Star Bulk Carriers Corp. (the “Company”) closed the previously announced repurchase of 10 million of its common shares from the Oaktree Shareholders (as defined below and such transaction, the “December Share Repurchase”). As a result of the closing of the December Share Repurchase, (i) the aggregate ownership of Oaktree Dry Bulk Holding LLC and its affiliated funds (collectively, the “Oaktree Shareholders”) in the Company was reduced from approximately 17.1% of the Company’s outstanding common stock to approximately 7.2% and (ii) the number of directors that the Oaktree Shareholders are entitled to nominate pursuant to the shareholders agreement, dated as of July 11, 2014, among the Company and the Oaktree Shareholders, was reduced from two directors to one director. In connection with the closing of the December Share Repurchase, Katherine Ralph, one of the Oaktree Shareholders’ nominated directors, resigned from the Company’s Board of Directors (the “Board”) on December 1, 2023. The vacancy on the Board created by the resignation of Katherine Ralph will not be filled at this time.

The information contained in this Form 6-K is hereby incorporated by reference into the registrant's Registration Statements on Form F-3 (File Nos. 333-264226, 333-232765, 333-234125 and 333-252808) and Registration Statement on Form S-8 (File No. 333-176922), in each case to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 1, 2023