EuroDry Ltd.

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 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number:001-38502

EURODRY LTD.

(Translation of registrant's name into English)

4 Messogiou & Evropis Street

151 24 Maroussi, Greece

(Address of principal executive office)

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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Attached hereto as Exhibit 1 is Management's Discussion and Analysis of Financial Condition and Results of Operations and unaudited interim condensed consolidated financial statements and related information and data of EuroDry Ltd. (the "Company") as of and for the six-month period ended June 30, 2026. Also attached hereto as Exhibit 101 is the Interactive Data file relating to the materials in this Report on Form 6-K, formatted in Inline Extensible Business Reporting Language (iXBRL).

This Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statements on Form F-3 (File No. 333-298606 and File No. 333-273254) filed with the U.S. Securities and Exchange Commission on August 27, 2026, and July 14, 2023, respectively.

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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of our financial condition and results of operations for the six months ended June 30, 2026. Unless otherwise specified herein, references to the "Company" or "we" shall include EuroDry Ltd. and its subsidiaries. You should read the following discussion and analysis together with the unaudited interim consolidated condensed financial statements and related notes included elsewhere in this report. For additional information relating to our management's discussion and analysis of financial condition and results of operations, please see our annual report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on April 28, 2026.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents the Company’s selected consolidated financial and other data for each of the six-month periods ended June 30, 2025 and 2026, and as of December 31, 2025 and June 30, 2026. The selected consolidated statement of operations, cash flow and balance sheet data is derived from, and is qualified by reference to, our unaudited financial results for the six-month periods ended June 30, 2025 and 2026.

EuroDry Ltd.–** Summary of Selected Historical Financials**

(1) For the definition of calendar days, available days, voyage days and fleet utilization rate see our annual report on Form 20-F for the year ended December 31, 2025 (“Item 5A-Operating Results.”) filed on April 28, 2026.

(2) Average time charter equivalent rate, or average TCE, is a metric of the average daily net revenue performance of our vessels. Our method of calculating average TCE is determined by dividing time charter revenue and voyage charter revenue, if any, net of voyage expenses by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, are related to repositioning the vessel for the next charter, or incurred when a vessel is offhire/idle. Average TCE provides additional meaningful information in conjunction with time charter revenue and voyage charter revenue, if any, the most directly comparable GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and because we believe that it provides useful information to investors regarding our financial performance. Average TCE is a standard shipping industry performance metric used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot voyage charters, time charters, pool agreements and bareboat charters) under which the vessels may be employed between the periods (see also “Item 5A-Operating Results” in our annual report on Form 20-F for the year ended December 31, 2025). Our definition of average TCE may not be comparable to that used by other companies in the shipping industry.

(3) We calculate daily total vessel operating expenses excluding drydocking expenses by dividing total vessel operating expenses excluding drydocking expenses for the relevant period by calendar days for such period. We calculate total vessel operating expenses as the sum of vessel operating expenses, related party management fees and general and administrative expenses. This measure assists our management and investors by increasing the comparability of our performance from period to period. Drydocking expenses include costs of shipyard, paints and agent expenses, which costs may vary from period to period.

The following table reflects the reconciliation of TCE revenues to time charter revenue and voyage charter revenue, if any, as reflected in the unaudited condensed consolidated statements of operations and our calculation of average TCE for the periods presented.

Six months ended June 30, 2026, compared to six months ended June 30, 2025.

Time charter revenue. Time charter revenue, for the six-month period ended June 30, 2026, was $32.6 million, significantly increased compared to the same period in 2025 during which time charter revenue amounted to $21.8 million. The increase in revenue was due to the higher time charter equivalent rates our vessels earned, partly offset by the decreased average number of vessels operated during the six months period ended June 30, 2026, compared to the same period of 2025. While employed, our vessels generated an average TCE of $17,452 per day per vessel in the first six months of 2026 compared to $8,761 per day per vessel for the same period in 2025 (see calculation in the table above). An average of 11.0 vessels operated in the six months of 2026 for a total of 1,991 calendar days as compared to an average of 12.4 vessels during the same period in 2025 or 2,247 calendar days. In the first six months of 2026 our fleet had 1,971.9 voyage days earning revenue as compared to 2,202.0 voyage days earning revenue in the six months of 2025. We had 16.3 scheduled off-hire days, including drydocking and laid-up time, no commercial off-hire days and 2.8 operational off-hire days in the first six months of 2026 compared to 8.1 scheduled off-hire days, including drydocking and laid-up time, 18.1 commercial off-hire and 18.8 operational off-hire days in the first six months of 2025.

Commissions. Commissions for the six-month period ended June 30, 2026, were $2.1 million, representing 6.5% of time charter revenue. For the six-month period ended June 30, 2025, commissions amounted to $1.3 million, representing 6.0% of time charter revenue. The overall level of commissions depends on the agreed commission for each charter contract.

Voyage expenses, net. For the first half of 2026, a gain on bunkers resulted in positive voyage expenses of $1.8 million. For the same period of 2025 voyage expenses amounted to $2.5 million, resulting mainly from vessels repositioning between charters and expenses during operational off-hire time.

Vessel operating expenses. Vessel operating expenses were $11.1 million during the first six months of 2026, as compared to $12.8 million for the same period of 2025. This decrease is mainly attributable to the decreased number of vessels operating in the first half of 2026 compared to the corresponding period in 2025.

Drydocking expenses. These are expenses we pay for our vessels to complete a drydocking as part of an intermediate or special survey or, in some cases, an in-water survey in lieu of a drydocking. The cost of passing a survey increases significantly if a dry-docking is required and depends on the extent of work that needs to be performed (such as amount of steel replacement required), the location of the drydock yard and whether it is an intermediate or a special survey with the latter almost always requiring a drydocking and more extensive work. During the first half of 2026 one of our vessels completed her special survey with drydock, which commenced in the fourth quarter of 2025, and one of our vessels completed her intermediate survey in water, for a total cost of $0.8 million as compared to the first half of 2025, when one vessel completed her intermediate survey in water and another one commenced her special survey with dry-dock in order to complete it during the third quarter of 2025, for a total cost of $0.4 million.

Vessel depreciation. Vessel depreciation for the first half of 2026 was $5.8 million compared to $6.4 million during the same period of 2025, mainly due to the lower average number of vessels operating in the first half of 2026 compared to the same period of 2025.

Related party management fees. These are part of the fees we pay to Eurobulk Ltd. and Eurobulk (Far East) Ltd. Inc. (each a "Manager" and together, the "Managers") under our Master Management Agreement. During the first six months of 2026, Eurobulk charged us 875 Euros per day per vessel totaling $2.1 million for the period, or $1,046 per day per vessel. In the same period of 2025, management fees amounted to $2.2 million, or $971 per day per vessel based on the daily rate per vessel of 850 Euros, which was effective until December 31, 2025. The slight decrease in the total management fees is primarily due to the lower average number of vessels owned and operated in the first six months of 2026 compared to the same period of 2025 partly offset by the adjustment for inflation in the daily management fee rate of 2026, increasing it from 850 Euros to 875 Euros, and the unfavorable movement of the euro/dollar exchange rate during the period.

General and administrative expenses. These expenses mainly include the fixed portion of our management fees, incentive awards, legal and auditing fees, directors’ and officers’ liability insurance and other miscellaneous corporate expenses. In the first six months of 2026, general and administrative expenses were slightly increased to $1.7 million compared to $1.6 million for the first half of 2025.

*Net gain on sale of vessel.*On January 29, 2025, the Company signed an agreement to sell M/V Tasos, a 75,100 dwt drybulk vessel, built in 2000, for demolition, for approximately $5 million. The vessel was delivered to its buyers, an unaffiliated third party, on March 17, 2025, resulting in a gain on sale of $2.1 million. No case of vessels sale existed in the first half of 2026.

Interest and other financing costs. Interest and other financing costs for the six-month period ended June 30, 2026, amounted to $3.0 million compared to $3.5 million for the same period in 2025. This decrease is mainly due to the decreased benchmark rates of our loans and the decreased average debt during the first half of 2026, as compared to the same period of last year. For the six-month period ended June 30, 2025, our average outstanding debt was approximately $102.5 million. For the six-month period ended June 30, 2026, our average outstanding debt was approximately $100.9, a decrease of $1.6 million or 1.6% compared to the same period of 2025. The weighted average benchmark rate on our bank debt for the six month period ended June 30, 2026 was 3.7% and the weighted average margin over benchmark rate was 2.0%, for a total weighted average interest rate of 5.7% per annum, as compared to a weighted average benchmark rate on our bank debt for the six month period ended June 30, 2025 of 4.3% and a weighted average margin over benchmark rate of 2.2%, for a total weighted average interest rate of 6.5% per annum.

Loss on derivatives, net. In the first six months of 2026, the Company recognized a $0.1 million realized loss and a $0.4 million unrealized loss on forward freight agreement contracts. In the six months ended June 30, 2025, the Company recognized a $0.1 million realized gain and a $0.2 million unrealized loss on one interest rate swap. We enter into FFA contracts to mitigate our exposure to possible declines in drybulk market rates. Similarly, we enter into interest rate swaps to mitigate our exposure to possible increases in interest rates.

Net loss / (income) attributable to non-controlling interest. As a result of the 39% ownership of the entities owning the M/V “Maria” and M/V “Christos K” represented by NRP Project Finance AS (“NRP investors”), we recorded a net income attributable to the non-controlling interest for the six months ended June 30, 2026 of $0.5 million, compared to a net loss of $0.3 million for the same period of 2025. The amount was fully allocated to and reduced/increased the non-controlling interest, in each of the six-month periods ended June 30, 2025 and 2026, respectively.

Net (loss) / income attributable to controlling shareholders. As a result of the above, net income attributable to controlling shareholders for the six-month period ended June 30, 2026, was $6.8 million, as compared to a net loss attributable to controlling shareholders of $6.8 million for the six-month period ended June 30, 2025.

Liquidity and capital resources

Historically, our sources of funds have been equity provided by our shareholders, operating cash flows, long-term borrowings and proceeds from vessel sales. Our principal use of funds has been capital expenditures to establish and expand our fleet, maintain the quality of our vessels during operations and the periodically required drydockings, comply with international shipping standards and environmental laws and regulations, fund working capital requirements and, if necessary, operating shortfalls, make principal repayments on outstanding loan facilities, and pay preferred dividends.

Our short-term liquidity requirements include paying operating expenses, funding working capital requirements, interest and short-term principal payments on outstanding debt, the equity portion of our newbuilding vessel installments, repurchasing common shares under our share repurchase program and maintaining cash reserves to strengthen our position against adverse fluctuations in operating cash flows. Our primary sources of short-term liquidity is cash generated from operating activities, available cash balances and portions from debt and equity financings.

Our long-term liquidity requirements are funding the equity portion of vessel acquisitions and debt repayment. Sources of funding for our long-term liquidity requirements include cash flows from operations, bank borrowings, issuance of debt and equity securities, and vessel sales.

Our total cash and cash equivalents and restricted cash as of June 30, 2026, were $31.3 million, an increase of $5.6 million from $25.7 million on December 31, 2025. We hold cash and cash equivalents primarily in U.S. Dollars, with a minor balance held in Euros. We conduct our funding and treasury activities based on corporate policies designed to minimize borrowing costs and maximize investment returns while maintaining the safety of the funds and appropriate levels of liquidity for our purposes.

On September 11, 2026, we filed with the SEC a prospectus supplement to issue and sell, in an at-the-market (“ATM”) offering, shares of our common stock having an aggregate offering price of up to $20 million. In September 2026, we sold 150,263 shares of common stock under our ATM offering for gross proceeds of $10.2 million. As of the date of this report, cumulative gross proceeds under our at-the-market offering program were $23.3 million.

As of June 30, 2026, we had a working capital surplus of $7.6 million (including deferred revenues of $1.0 million) and have been generating earnings. Net cash generated from operating activities for the six-month period ended June 30, 2026 was $12.5 million. Our cash balance amounted to $25.6 million, while cash in restricted and retention accounts amounted to $5.7 million as of June 30, 2026. In the Company’s opinion, the working capital is sufficient for the Company’s present requirements.

OnOctober 14, 2024, the Company signedtwo contracts for the construction oftwo 63,500 DWT eco-design fuel efficient ultramax bulk carriers. The vessels will be built at Nantong Xiangyu Shipbuilding in China. Thetwo newbuildings are scheduled to be delivered during thesecond andthird quarter of2027. The total contracted consideration for the construction of thetwo vessels is approximately $71.8 million and will be financed with a combination of debt and equity. As of June 30, 2026*,* the Company has paid $14.4 million related to shipyard installments as well as other costs related to the construction of thesetwo vessels. For the construction of the above vessels an amount of $39.5 million is payable in the period ending June 30, 2027, with the remaining amount of $18.0 million payable in the period ending June 30, 2028. All the payments are guaranteed by the Company. In addition, on November 3, 2025, we signed a loan agreement with Credia Bank S.A, to partly finance on a pre-delivery basis the construction of one of the above new building vessels, for a loan of up to $26.9 million mortgaging as collateral the aforementioned vessel from its delivery onwards, of which $3.6 million was drawn on November 7, 2025. On December 15, 2025, we signed a loan agreement with Eurobank S.A., to partly finance on a pre-delivery basis the construction of the second new building vessel, for a loan up to $26.0 million and refinance the outstanding loan of M/V Yannis Pittas, with a loan of up to $13.5 million drawn on December 16, 2025, for estimated additional loan proceeds of approximately $5 million, mortgaging as collateral the M/V Yannis Pittas, and from its delivery onwards, for the second new building vessel. As of June 30, 2026 the Company’s unused commitment amounted to $49.3 million, $3.6 million of which was drawn on July 27, 2026 (see Note 12).

OnApril 20, 2026 and May 15, 2026, the Company signedtwo contracts for the construction oftwo 82,000 DWT eco-design fuel efficient kamsarmax bulk carriers. The vessels will be built at Hengli Shipbuilding (Dalian) Co., Ltd. in China. Thetwo newbuildings are scheduled to be delivered during thefirst and second quarter of2028. The total contracted consideration for the construction of thetwo vessels is approximately $74.0 million and will be financed with a combination of debt and equity. For the construction of the above vessels an amount of $16.7 million is payable in the period ending June 30, 2027, with the remaining amount of $57.3 million payable in the period ending June 30, 2028. All the payments are guaranteed by the Company.

On July 6, 2026, we signed a contract for the construction of an eco-design fuel efficient kamsarmax bulk carrier. The vessel will be built at a Chinese shipyard. The vessel is scheduled to be delivered in the third quarter of 2029. The total consideration for the construction is approximately $37.0 million, which we intend to finance with a combination of debt and equity. This ship building contract effectiveness is subject to the issuance of a customary refund guarantee.

OnSeptember 29, 2026, we signed a loan agreement with Alpha Bank S.A. for a loan of up to $19.0 million, which was drawn on the same date. This loan was used to replenish cash used to repay the previous indebtedness of Kamsarmax Two Shipping Ltd., which as of June 30, 2026 amounted to $11.1 million and was fully prepaid on September 23, 2026, resulting in estimated additional loan proceeds of approximately $8 million.

We expect to rely on cash available, funds generated from operating cash flows, funds from our shareholders, equity offerings, including our on-going at-the-market offering and long-term borrowings, including unused loan commitments, to meet our liquidity needs going forward and to finance our obligations as they come due over the next twelve months following the date of the issuance of our financial statements.. We believe that our current cash balance, our operating cash flows to be generated over the short-term period and funds from our unused loan commitments will be sufficient to meet our known short-term and long-term liquidity needs, including funding the operations of our fleet, capital expenditure requirements and any other present financial requirements.

Net cash from operating activities.

Our cash flow surplus from operating activities for the six months ended June 30, 2026, was $12.5 million as compared to a cash flow surplus from operating activities of $0.4 million in the six months ended June 30, 2025.

The major drivers of the change of cash flows from operating activities for the period ended June 30, 2026 compared to the period ended June 30, 2025 were mainly due to the increase in the net income (excluding non-cash items) amounting to $14.2 million for the period ended June 30, 2026 compared to a net loss (excluding non-cash items) of $1.9 million for the corresponding period in 2025, partly offset by the net working capital outflow amounting to $1.7 million for the period ended June 30, 2026, compared to $2.3 million net working capital inflow, for the period ended June 30, 2025 resulting mainly from a significant decrease in the amounts collected from charterers due to timing reasons by $3.9 million in the six-month period ended June 30, 2026, compared to the six-month period ended June 30, 2025.

Net cash from investing activities.

Net cash flows used in investing activities were $0.3 million for the six-month period ended June 30, 2026, compared to net cash flows provided by investing activities of $4.7 million for the same period of 2025. The change was primarily attributable to the absence in the 2026 period of the $4.8 million of net proceeds received from the sale of a vessel in the 2025 period, combined with an increase in cash paid for vessel improvements to $0.2 million in 2026 from $0.1 million in 2025, and $0.1 million of vessel sale expenses paid in 2026 related to the completion of the prior-year vessel sale.

Net cash from financing activities.

Net cash flows used in financing activities were $6.5 million for the six months ended June 30, 2026, compared to $5.7 million for the six months ended June 30, 2025. The increase was primarily due to $0.5 million paid for share repurchases and $0.4 million of distributions made to non-controlling shareholders in the 2026 period, with no comparable repurchases or distributions in 2025, partially offset by a lower repayment of long-term bank loans of $5.6 million in 2026 compared to $6.0 million in 2025 and the absence in the 2026 period of a contribution of $0.4 million paid in the 2025 period by non-controlling shareholders.

Debt Financing

We operate in a capital intensive industry which requires significant amounts of investment, and we fund a portion of this investment through long term debt. We target debt levels we consider prudent at the time of conclusion of such debt funding based on our market expectations, cash flow, interest coverage and percentage of debt to capital amongst other factors.

As of June 30, 2026, we had eight outstanding loans with a combined outstanding balance of $98.1 million. These loans mature between 2026 and 2032. Our long-term debt as of June 30, 2026 comprises bank loans granted to our vessel-owning subsidiaries with margins over SOFR ranging from 1.65% to 2.50%. A description of our loans as of June 30, 2026 is provided in Note 6 of our attached unaudited interim condensed consolidated financial statements. As of June 30, 2026, we are scheduled to repay approximately $22.0 million of the above loans in the following twelve months.

Recent Developments

Please refer to Note 12 to our unaudited condensed consolidated financial statements, included elsewhere herein, for developments that took place after June 30, 2026.

Unaudited Interim Condensed Consolidated Financial Statements

Index to unaudited interim condensed consolidated financial statements