Pani Corp. lifts Toro (TORO) stake to 25.6M shares, or 74.2%

Rhea-AI Filing Summary

Toro Corp. shareholder Pani Corp., controlled by Petros Panagiotis Panagiotidis, reports beneficial ownership of 25,649,485 common shares, representing 74.2% of the company’s outstanding shares. This reflects common shares acquired through private placements, open-market purchases, restricted stock grants and prior special dividends.

The filing highlights a one-time Special Dividend of $0.90 per share, where Pani Corp. elected to receive stock and was issued 4,827,279 shares on June 5, 2026, based on a 20‑day volume‑weighted average price of $3.8821. Total shares outstanding used for this ownership calculation were 34,559,330.

Key Figures

Beneficial ownership: 25,649,485 shares Ownership percentage: 74.2% Shares outstanding basis: 34,559,330 shares +5 more

8 metrics

Beneficial ownership 25,649,485 shares Common shares beneficially owned by reporting persons

Ownership percentage 74.2% Portion of Toro common shares represented by 25,649,485 shares

Shares outstanding basis 34,559,330 shares Denominator for ownership; includes 28,852,084 outstanding plus 5,707,246 dividend shares

Special Dividend amount $0.90 per share One-time Special Dividend declared April 22, 2026

Shares from June 5 Special Dividend 4,827,279 shares Shares issued to Pani Corp. for electing stock in Special Dividend

VWAP for dividend share calculation $3.8821 per share 20-day volume-weighted average price through April 21, 2026

January 16, 2026 dividend shares 5,794,995 shares Shares issued to Pani Corp. via earlier special dividend

Open-market purchases 2,315,971 shares Shares bought by Pani Corp. April 22–24, 2026

Key Terms

Special Dividend, Restricted Shares, beneficial owner, Series B Preferred Shares, +2 more

6 terms

Special Dividend financial

"board of directors of the Issuer declared a one-time, special dividend of $0.90 per Share (the "Special Dividend")"

A special dividend is a one-time payment made by a company to its shareholders, usually when it has accumulated excess profits or cash. It is like a bonus or a reward for investors, often signaling that the company has extra funds available. This type of dividend matters because it can indicate a company's financial health or a significant change in its cash situation.

Restricted Shares financial

"1,100,000 Shares underlying restricted stock (the "Restricted Shares"), which were granted to Mr. Panagiotidis"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

beneficial owner financial

"The Reporting Persons may be deemed to be the beneficial owner of 25,649,485 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Series B Preferred Shares financial

"Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer"

Series B preferred shares are a class of company stock issued during a later round of private financing that gives investors priority over common shareholders for payouts and protections if the company is sold or liquidated. Think of them as a VIP ticket that often includes a fixed claim on returns, possible regular payments, and the option to convert into regular shares; that mix of safety and upside helps investors assess risk and potential reward.

shared voting power financial

"The Reporting Persons hold shared voting power and shared dispositive power over the 800,000 of such Restricted Shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Schedule 13D regulatory

"This Statement constitutes Amendment No. 6 to the (the "Original ") initially filed ... with respect to the common shares"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

TORO CORP.

(Name of Issuer)

Common Shares, USD 0.001 par value per share

(Title of Class of Securities)

Y8900D108

(CUSIP Number)

Petros Panagiotis Panagiotidis
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens
Limassol, G4, 3036
00 357 25 357 768

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y8900D108

1

Name of reporting person

Pani Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LIBERIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,649,485.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,759,485.00

11

Aggregate amount beneficially owned by each reporting person

25,649,485.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

74.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8 and 11: Consists of (a) 8,500,000 common shares, par value $0.001 per share, of the Issuer (each common share of the Issuer, a "Share") acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Shares underlying restricted stock (the "Restricted Shares"), which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, (e) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025, (f) 5,794,995 Shares issued to Pani Corp. pursuant to a special dividend on January 16, 2026, (g) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive) and (h) 4,827,279 Shares issued to Pani Corp. pursuant to the Special Dividend (as defined herein) on June 5, 2026. See Item 3 of this Amendment No. 6 for further information on the Special Dividend. Note to Row 10: Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,310,000 Restricted Shares that have vested (500,000 Restricted Shares which vested on September 28, 2024, 260,000 Restricted Shares which vested on May 31, 2025, 300,000 Restricted Shares which vested on September 28, 2025 and 250,000 Restricted Shares which vested on May 31, 2026), (d) 5,794,995 Shares issued to Pani Corp. pursuant to a special dividend on January 16, 2026, (e) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive) and (f) 4,827,279 Shares issued to Pani Corp. pursuant to the Special Dividend on June 5, 2026. Note to Row 13: Percentage ownership is calculated by using a denominator of 34,559,330 Shares, consisting of (a) 28,852,084 Shares outstanding as of May 28, 2026 as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on May 28, 2026, plus (b) 5,707,246 Shares issued by the Issuer on June 5, 2026 pursuant to the Special Dividend, as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on June 5, 2026.

SCHEDULE 13D

CUSIP Number(s): Y8900D108

1

Name of reporting person

Petros Panagiotis Panagiotidis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,649,485.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 22,759,485.00

11

Aggregate amount beneficially owned by each reporting person

25,649,485.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

74.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Notes to Row 8 and 11: (1) Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Restricted Shares which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, (e) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025, (f) 5,794,995 Shares issued to Pani Corp. pursuant to a special dividend on January 16, 2026, (g) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive) and (h) 4,827,279 Shares issued to Pani Corp. pursuant to the Special Dividend on June 5, 2026. See Item 3 of this Amendment No. 6 for further information on the Special Dividend. (2) Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares. (3) Mr. Panagiotidis is the sole shareholder of Pani Corp. and he disclaims beneficial ownership of the 25,649,485 Shares held by Pani Corp., except to the extent of his pecuniary, voting and dispositive interests in such Shares. Note to Row 10: Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,310,000 Restricted Shares that have vested (500,000 Restricted Shares which vested on September 28, 2024, 260,000 Restricted Shares which vested on May 31, 2025, 300,000 Restricted Shares which vested on September 28, 2025 and 250,000 Restricted Shares which vested on May 31, 2026), (d) 5,794,995 Shares issued to Pani Corp. pursuant to a special dividend on January 16, 2026, (e) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive) and (f) 4,827,279 Shares issued to Pani Corp. pursuant to the Special Dividend on June 5, 2026. Note to Row 13: Percentage ownership is calculated by using a denominator of 34,559,330 Shares, consisting of (a) 28,852,084 Shares outstanding as of May 28, 2026 as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on May 28, 2026, plus (b) 5,707,246 Shares issued by the Issuer on June 5, 2026 pursuant to the Special Dividend, as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on June 5, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, USD 0.001 par value per share
(b)	Name of Issuer: TORO CORP.
(c)	Address of Issuer's Principal Executive Offices: 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, Limassol, CYPRUS , 3036.
Item 1 Comment: This Statement constitutes Amendment No. 6 (this "Amendment No. 6") to the Schedule 13D (the "Original Schedule 13D") initially filed with the Securities and Exchange Commission ("SEC") on April 27, 2023 by Pani Corp. and Petros Panagiotis Panagiotidis with respect to the common shares, par value $0.001 per share, of Toro Corp. (the "Issuer"), which Original Schedule 13D was amended by Amendment No. 1 filed on October 2, 2023 ("Amendment No. 1"), by Amendment No. 2 filed on June 4, 2024 ("Amendment No. 2"), by Amendment No. 3 filed on November 10, 2025 ("Amendment No. 3"), by Amendment No. 4 filed on January 21, 2026 ("Amendment No. 4") and by Amendment No. 5 filed on April 24, 2026 ("Amendment No. 5", the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the "Schedule 13D"). This Amendment No. 6 is being filed to report the receipt of Shares pursuant to the Special Dividend by Pani Corp. on June 5, 2026. This Amendment No. 6 amends the Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 6 have the meanings assigned to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof: On April 22, 2026, the board of directors of the Issuer declared a one-time, special dividend of $0.90 per Share (the "Special Dividend"), consisting of either cash or, at the shareholder's election, the Issuer's Shares payable to the Issuer's shareholders of record as of May 4, 2026. Pani Corp. elected to receive such Special Dividend in Shares. The Special Dividend was paid on June 5, 2026. The number of Shares issued as a result of the Share dividend election was calculated based on the 20-day volume weighted average of the trading prices of the Issuer's Shares on the Nasdaq Stock Market through April 21, 2026, which the Issuer has determined was equal to $3.8821 per share. The Reporting Persons have not paid any consideration in connection with such Shares.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: The Reporting Persons may be deemed to be the beneficial owner of 25,649,485 Shares, which include (i) 1,100,000 Restricted Shares, which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (ii) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024 and (iii) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025. Of the 1,100,000 Restricted Shares granted on September 28, 2023, 500,000 Restricted Shares, 300,000 Restricted Shares and 300,000 Restricted Shares have vested or will vest, as applicable, on September 28, 2024, September 28, 2025 and September 28, 2026, respectively. The Reporting Persons hold shared voting power and shared dispositive power over the 800,000 of such Restricted Shares that have vested and the Reporting Persons hold shared voting power and no dispositive power of the remaining 300,000 of such Restricted Shares prior to vesting. Of the 760,000 Restricted Shares granted on May 31, 2024, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares have vested or will vest, as applicable, on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. The Reporting Persons hold shared voting power and shared dispositive power over the 510,000 of such Restricted Shares that have vested and the Reporting Persons hold shared voting power and no dispositive power of the remaining 250,000 of such Restricted Shares prior to vesting. Of the 2,340,000 Restricted Shares granted on November 6, 2025, 780,000 Restricted Shares, 780,000 Restricted Shares and 780,000 Restricted Shares will vest on November 6, 2026, November 6, 2027 and November 6, 2028, respectively. The Reporting Persons hold shared voting power and no dispositive power of such Restricted Shares prior to vesting. Pani Corp. received 5,794,995 Shares pursuant to a special dividend on January 16, 2026. Pani Corp. purchased 2,315,971 Shares through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). Pani Corp. received 4,827,279 Shares pursuant to the Special Dividend on June 5, 2026. See items 7 through 13 on each cover page to this Amendment No. 6. Pani Corp. is controlled by Mr. Panagiotidis. Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani Corp. by virtue of his control of the equity and voting power of Pani Corp. The Shares held by the Reporting Persons represent approximately 74.2% of the outstanding Shares. Such percentage is calculated by using a denominator of 34,559,330 Shares, consisting of (a) 28,852,084 Shares outstanding as of May 28, 2026 as disclosed by the Issuer in its earnings press release furnished on Form 6-K filed with the SEC on May 28, 2026, plus (b) 5,707,246 Shares issued by the Issuer on June 5, 2026 pursuant to the Special Dividend, as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on June 5, 2026. Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares.
(b)	Item 5(a) of this Amendment No. 6 is incorporated by reference into this Item 5(b).
(c)	The response set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 5(c). Except as described in this Amendment No. 6, the Reporting Persons, and to their knowledge, the Sole Director, have not effected any transactions in the Shares since Amendment No. 5 was filed.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pani Corp.

Signature:	/s/ Andreas Avgousti
Name/Title:	Andreas Avgousti / Director
Date:	06/09/2026

Petros Panagiotis Panagiotidis

Signature:	/s/ Petros Panagiotis Panagiotidis
Name/Title:	Petros Panagiotis Panagiotidis
Date:	06/09/2026

FAQ

How many Toro (TORO) shares does Pani Corp. beneficially own?

Pani Corp., controlled by Petros Panagiotis Panagiotidis, is reported as beneficial owner of 25,649,485 Toro common shares. This stake includes shares from private placements, open-market purchases, restricted stock grants and special dividends, and represents approximately 74.2% of Toro’s outstanding common shares.

What percentage of Toro (TORO) does Petros Panagiotis Panagiotidis control?

The reporting persons may be deemed beneficial owners of 25,649,485 shares, or about 74.2% of Toro’s outstanding common shares. The percentage is calculated using 34,559,330 total shares, combining shares outstanding on May 28, 2026 and additional shares issued via the June 5, 2026 Special Dividend.

What are the key details of Toro (TORO)’s $0.90 Special Dividend?

Toro’s board declared a one-time $0.90 per share Special Dividend, payable in cash or shares at each shareholder’s election, to holders of record on May 4, 2026. It was paid on June 5, 2026, with share amounts based on a $3.8821 20‑day volume‑weighted average price.

How many Toro (TORO) shares did Pani Corp. receive from the June 5, 2026 Special Dividend?

Pani Corp. elected to receive the Special Dividend in shares and was issued 4,827,279 Toro common shares on June 5, 2026. The share count was determined using the 20‑day volume‑weighted average trading price of $3.8821 per share on Nasdaq through April 21, 2026.

What other major Toro (TORO) share issuances to Pani Corp. are disclosed?

The filing notes Pani Corp. received 5,794,995 shares via a special dividend on January 16, 2026 and purchased 2,315,971 shares in open-market transactions from April 22–24, 2026. These are in addition to earlier private placement shares and multiple tranches of restricted shares granted to Mr. Panagiotidis.

What is the significance of Toro (TORO) Series B Preferred Shares held by an affiliate?

Pelagos Holdings Corp., an entity controlled by Petros Panagiotis Panagiotidis, owns 40,000 Series B Preferred Shares of Toro. Each Series B Preferred Share carries the voting power of 100,000 common shares, giving Pelagos substantial voting influence separate from the reported common share ownership.