SAFE BULKERS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 20-F

(Mark One)

Commission File Number 001-34077

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

Apt. D11

Les Acanthes

6, Avenue des Citronniers

MC98000 Monaco

(Address of principal executive office)

Dr. Loukas Barmparis

President

Telephone: +30 2111 888 400

Telephone: +357 25 887 200

Facsimile: +30 2 111 878 500

(Name, Address, Telephone Number and Facsimile Number of Company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2023, there were 111,607,828 shares of the registrant’s common stock,804,950 shares of 8.00% Series C Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value per share, liquidation preference $25.00 per share, and 3,195,050 shares of 8.00% Series D Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value per share, liquidation preference $25.00 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐

No ☑

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐ Accelerated filer ☑ Non-accelerated filer☐ 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 registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP ☑ International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☑

TABLE OF CONTENTS

ABOUT THIS REPORT

In this annual report, “Safe Bulkers”, “the Company”, “we”, “us” and “our” are sometimes used for convenience where references are made to Safe Bulkers, Inc. and its subsidiaries (as well as the predecessors of the foregoing). These expressions are also used where no useful purpose is served by identifying the particular company or companies. Our affiliated management companies, Safety Management Overseas S.A., a company incorporated under the laws of the Republic of Panama (“Safety Management”), and Safe Bulkers Management Limited, a company organized and existing under the laws of the Republic of Cyprus (“Safe Bulkers Management”), are each sometimes referred to as a “Manager”. Safe Bulkers Management Monaco Inc., a company incorporated under the laws of the Republic of the Marshall Islands (“Safe Bulkers Management Monaco”), is sometimes referred to as the “New Manager,” and together with Safety Management and Safe Bulkers Management, our “Managers.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

All statements in this annual report that are not statements of either historical fact or current facts are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are issuing this cautionary statement in connection therewith. The disclosure and analysis set forth in this annual report includes underlying assumptions, expectations, projections, objectives, goals, intentions and beliefs about future events or performance in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These statements are intended as forward-looking statements. In some cases, predictive, future-tense or forward-looking words such as “believe,” “intend,” “anticipate,” “continue,” “possible,” “hope,” “estimate,” “project,” “predict,” “forecast,” “plan,” “target,” “seek,” “potential,” “may,” “might,” “will,” “likely to,” “view,”“would,” “could,” “should” and “expect” and other similar expressions are intended to identify forward-looking statements, which are statements other than statements of historical facts, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the Securities and Exchange Commission (“SEC”), other information sent to our security holders, and other written materials.

All forward-looking statements involve risks and uncertainties and readers should not place undue reliance on them. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

Forward-looking statements include, but are not limited to, such matters as:

•future operating or financial results and future revenues and expenses;

•our ability to maintain or develop new and existing customer relationships with major commodity traders, including our ability to enter into long-term charters for our vessels, and those we may acquire in the future;

•future, pending or recent acquisitions, business strategy, and other plans and objectives for growth and future operations, areas of possible expansion and expected capital spending or operating expenses;

•availability of key employees, crew, length and number of off-hire days, classification surveys and drydocking requirements, and bunker fuel prices and insurance costs for our fleet;

•general market conditions and changes, including inflation pressures leading to subpar economic growth, and the disruption of shipping routes and seaborne patterns in the shipping industry trends, including charter rates, vessel values and factors affecting supply and demand for dry bulk commodities;

•competition within our industry;

•reputational risks;

•our financial condition and liquidity, including our ability to make required payments under our credit facilities, comply with our loan covenants and obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities and to comply with the restrictive and other covenants in our financing arrangements;

•the strength of world economies and currencies and the fluctuations in interest rates and foreign exchange rates;

•potential exposure or loss from investment in derivative instruments;

•general domestic, regional and international economic and political conditions;

•the effect of the 2019 Novel Coronavirus (the “Covid-19”) on our business and operations and any related remediation measures on our performance and business prospects;

•the extent to which any new wave or new variant of Covid-19 will impact the Company’s results of operations and financial condition;

•potential disruption of shipping routes due to natural disasters, accidents, political events or other developments outside of our control, including the war between Russia and Ukraine, and unrest in the Middle East, and the extent to which such events could have any impact on the Company’s results of operations and financial condition;

•sanctions imposed as a result of war (including the war between Russia and Ukraine and unrest in the Middle East,), and the potential impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the U.S. and other governments;

•world events, including terrorist attacks and other international hostilities, including the war between Russia and Ukraine the war between Israel and Hamas and the trade disruption in the Red Sea region;

•the overall health and condition of the U.S. and global financial markets, including the value of the U.S. dollar relative to other currencies;

•our expectations about availability of vessels to purchase, the time that it may take to construct and deliver new vessels or the useful lives of our vessels;

•the number of available slots in shipyards for newbuilding orders for the dry bulk sector;

•our ability to successfully acquire, dispose and implement a gradual fleet renewal with modern, energy efficient vessels;

•our continued ability to enter into period time charters with our customers and secure profitable employment for our vessels in the spot market;

•vessel breakdowns and instances of off-hire;

•our future capital expenditures (including our ability to successfully complete current and future newbuilding programs, the remaining installation of sulfur oxide exhaust gas cleaning systems (“Scrubbers”) and investments for the upgrading of our existing vessels (including the amount and nature thereof, the timing of completion thereof, the delivery and commencement of operations dates, the expected downtime delays, cost overruns and lost revenue);

•our ability to continue realizing the benefits from Scrubbers;

•availability of financing and refinancing, our level of indebtedness and our need for cash to meet our debt service obligations;

•our expectations relating to dividend payments and ability to make such payments;

•the future price of our common shares;

•our ability to leverage our Managers’ relationships and reputation within the drybulk shipping industry to our advantage;

•our anticipated general and administrative expenses;

•potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management and board of directors;

•environmental and regulatory conditions, including changes in laws, governmental rules and regulations or actions taken by regulatory authorities;

•our ability to manage and mitigate any reduction in the demand for coal, one of the primary cargoes carried by our vessels;

•our ability to implement and maintain adequate environmental and social responsibility policies and programs in response to increasing scrutiny and expectations from investors, lenders, charterers with respect to our Environmental, Social and Governance ("ESG") practices;

•risks inherent in vessel operation, including terrorism (including cyber terrorism), piracy, corruption, militant activities, political instability, terrorism and ethnic unrest in locations where we may operate and discharge of pollutants;

•potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; and

•other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report.

See the sections entitled “Risk Factors” of this Annual Report on Form 20-F for the year ended December 31, 2023.

We caution that the forward-looking statements included in this annual report represent our estimates, analyses formed by applying our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances and assumptions only as of the date of this annual report and are not intended to give any assurance as to future results. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. The reasons for this include the risks, uncertainties and factors described under “Item 3. Key Information—D. Risk Factors.” which we urge you to read for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. As a result and in light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report might not occur and our actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, contained in this annual report, except as required by law, whether as a result of new information, future events or otherwise, a change in our views or expectations or otherwise. These factors and the other risk factors described in this annual report are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also cause such discrepancies. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise indicated, all references to “U.S. dollars”,“Dollars”, “U.S. $”and “$” in this report are to U.S. Dollars, the lawful currency of the United States of America (the “U.S.”) and all references to “Euro” and “€” in this report are to Euros, the official currency of certain member states of the European Union (the “E.U.”). The consolidated financial statements and notes of Safe Bulkers, Inc., have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The historical results included elsewhere in this document are not necessarily indicative of our future performance.

PART I