TOP Ships Announces Letter of Intent for Acquisition of Real Estate Assets in Dubai

Rhea-AI Summary

TOP Ships (NYSE American:TOPS) entered a letter of intent to potentially acquire certain residential real estate assets in Dubai from a company affiliated with its CEO, with an estimated aggregate market value in excess of $200 million. The LOI grants TOP Ships an exclusive option to buy all or part of the portfolio at a 10% discount to fair market value (determined by two independent appraisals).

TOP Ships will make an advance cash payment of $23.5 million prior to December 31, 2025, credited to the purchase price or refunded if the option is not exercised; the option period expires 90 days after the advance payment. A special committee of independent directors approved the LOI and will conduct due diligence and must approve any exercise; there is no assurance the purchase will be completed.

Positive

• Potential $200M+ Dubai asset exposure
• Advance payment structured as $23.5M credit or refund
• 10% discount to appraisal-based fair market value
• Independent special committee approved LOI and will review

Negative

• Advance payment $23.5M at risk if purchase not completed
• Related-party counterparty tied to the company CEO
• Option exercise not guaranteed; due diligence may halt deal
• 90-day option window may be short for large portfolio review

Insights

Corporate finance analyst

TOP Ships signed a related‑party LOI for Dubai residential assets with a $23.5 million refundable option payment and a 10% discount to appraisal value.

The company has an exclusive option to acquire all or part of a portfolio with an estimated aggregate market value above $200 million. The structure requires an advance refundable cash payment of $23.5 million to be made prior to December 31, 2025, and the option period runs for 90 days after that payment. The purchase price for any exercised property will be set at a 10% discount to the fair market value established by two independent appraisals.

Key dependencies and risks center on the related‑party nature of the deal, the special committee review, and the due diligence window. The transaction requires special committee approval to exercise the option and depends on two independent appraisals to set price, which creates appraisal‑driven valuation risk. The $23.5 million advance is refundable only to the extent the option is not exercised, so cash tie‑up and timing risk exist during the 90-day option period.

Concrete items to watch over the near term include whether the special committee votes to exercise the option, the results and timing of the two independent appraisals, and the outcome of due diligence within the 90-day window after the advance payment and by December 31, 2025 for the payment milestone. Monitor any disclosures about appraisal values, committee findings, and whether any portion of the portfolio is chosen for purchase; these milestones will determine materiality and timing for any cash outflow or change to the company’s asset mix.

ATHENS, Greece, Nov. 28, 2025 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company” or “TOP Ships”) (NYSE American:TOPS), an international owner and operator of modern, fuel-efficient “ECO” tanker vessels, announced today that it has entered into a letter of intent for the potential acquisition of certain residential real estate assets in Dubai from a company affiliated with Mr. Evangelos J. Pistiolis, the Company’s President and Chief Executive Officer. Under the letter of intent, TOP Ships has been granted an exclusive right and an option to acquire all or a portion of a portfolio of assets with an estimated aggregate market value in excess of $200 million. In the Company’s view, Dubai is one of the world’s most attractive real estate markets, supported by strong global investor confidence, transparent regulations, and a resilient, high-growth economy.

The purchase price on exercise of the option with respect to any of the properties will be at a 10% discount to fair market value as determined by two independent appraisals. Prior to December 31, 2025, TOP Ships will make an advance cash payment of $23.5 million to be credited against the acquisition price or refunded to the extent the Company does not elect to exercise the purchase option. The option period expires 90 days following this advance payment.

The entry into the letter of intent was approved by a special committee composed of independent members of the Company's board of directors. The exercise of the purchase option remains subject to the approval of the special committee. During the 90-day option period the special committee will conduct a due diligence process and evaluation of the potential transaction taking into account market conditions and other factors, and there can be no assurance that the purchase option will be exercised or that the acquisition of the assets subject to the purchase option or any similar transaction involving real estate assets will be consummated.

About TOP Ships Inc.

TOP Ships Inc. is an international owner and operator of ocean-going vessels focusing on modern, fuel-efficient eco tanker vessels transporting crude oil, petroleum products (clean and dirty) and bulk liquid chemicals. For more information about TOP Ships Inc., visit its website: www.topships.org.

Cautionary Note Regarding Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including statements regarding the potential acquisition of real estate assets.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, our management's examination of historical operating trends, data contained in our records, and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this communication.

For further information please contact:
Alexandros Tsirikos
Chief Financial Officer
TOP Ships Inc.
Tel: +30 210 812 8107
Email: atsirikos@topships.org

FAQ

What real estate acquisition did TOP Ships (TOPS) announce on November 28, 2025?

TOP Ships announced a letter of intent to acquire certain residential real estate assets in Dubai from a company affiliated with its CEO, with an estimated value over $200 million.

How much will TOP Ships (TOPS) pay upfront for the Dubai property option?

TOP Ships will make an advance cash payment of $23.5 million prior to December 31, 2025, credited to the purchase price or refunded if the option is not exercised.

What discount and valuation method apply if TOP Ships (TOPS) exercises the purchase option?

Purchase price on exercise will be at a 10% discount to fair market value as determined by two independent appraisals.

Who must approve the purchase option exercise for TOP Ships (TOPS)?

A special committee composed of independent board members will conduct due diligence and must approve any exercise of the purchase option.

What is the timeframe for TOP Ships (TOPS) to decide on the Dubai acquisition?

The option period expires 90 days after the advance payment is made.