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

News Market Reaction

+2.84%

1 alert

+2.84% News Effect

On the day this news was published, TOPS gained 2.84%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Portfolio value: >$200 million Purchase discount: 10% Advance payment: $23.5 million +5 more

8 metrics

Portfolio value >$200 million Estimated aggregate market value of Dubai residential assets

Purchase discount 10% Discount to fair market value on exercised property options

Advance payment $23.5 million Cash advance before December 31, 2025 against potential acquisition price

Option period 90 days Duration after advance payment during which TOPS can exercise option

Charter day rate $18,250 Daily rate under three-year MR tanker charter extension

Charter backlog $20.0 million Total gross revenue backlog from MR tanker charter extension

Refinancing proceeds $27.2 million Gross proceeds after debt repayment from four-vessel refinancing

Working capital deficit $30,559 Reported working capital deficit as of June 30, 2025

Market Reality Check

Price: $4.94 Vol: Volume 26,849 is about 1....

high vol

$4.94 Last Close

Volume Volume 26,849 is about 1.65x the 20-day average of 16,232 shares. high

Technical Trading just below the 200-day MA of $5.96 with price at $5.94.

Peers on Argus

Peers show mixed moves: PXS (-0.17%), BANL (-3.65%), IMPP (-3.18%), DLNG (-0.26%...

Peers show mixed moves: PXS (-0.17%), BANL (-3.65%), IMPP (-3.18%), DLNG (-0.26%), while MARPS gained 2.19%, suggesting stock-specific drivers for TOPS.

Historical Context

5 past events · Latest: Nov 28 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 28	Real estate LOI	Neutral	+2.8%	Letter of intent for Dubai residential assets with option and cash advance.
Nov 20	Charter extension	Positive	-0.2%	Three-year time charter extension adding an estimated $20M revenue backlog.
Nov 17	Fleet refinancing	Positive	-2.1%	Sale-and-leaseback refinancing of four tankers raising about $27.2M proceeds.
Jul 31	Spin-off distribution	Positive	-3.0%	Announcement of Aug 1, 2025 distribution date for Rubico Inc. spin-off.
Jun 26	Spin-off listing OK	Positive	-3.8%	Nasdaq Capital Market listing approval for Rubico Inc. spin-off shares.

Pattern Detected

Recent positive corporate developments (charter extension, refinancing, spin-off steps) often coincided with modest to moderate share price declines, indicating a tendency toward negative reactions even on constructive news.

Recent Company History

Over the past six months, TOP Ships reported several strategic actions, including refinancing four tankers with gross proceeds of about $27.2M, a three-year charter extension adding roughly $20.0M in backlog, and progress on the Rubico Inc. spin-off, distributing 100% of Rubico shares. Despite these seemingly positive milestones, share reactions were mostly negative. Today’s Dubai real estate LOI, involving assets valued above $200M and a $23.5M advance payment, continues a pattern of sizable, sometimes related-party transactions reshaping the asset base.

Market Pulse Summary

This announcement outlines a letter of intent granting TOP Ships an exclusive option on Dubai reside...

Analysis

This announcement outlines a letter of intent granting TOP Ships an exclusive option on Dubai residential assets valued above $200M, with a 10% discount to independently appraised fair market value and a $23.5M advance payment. The transaction involves a related party and remains subject to a special committee’s due diligence and approval over a 90-day period. In context of recent refinancing, charter backlog growth, and a reported working capital deficit of $30,559, investors may watch how funding, governance, and final deal terms evolve.

Key Terms

letter of intent, fair market value, independent appraisals, special committee, +1 more

5 terms

letter of intent financial

"announced today that it has entered into a letter of intent for the potential"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

fair market value financial

"at a 10% discount to fair market value as determined by two independent"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

independent appraisals financial

"discount to fair market value as determined by two independent appraisals"

Independent appraisals are valuations performed by impartial third-party experts who estimate the fair value of assets, property, or a business without influence from the parties involved. They matter to investors because they act like a neutral inspection report—reducing the risk of overpaying, revealing hidden problems or goodwill, and informing decisions about buying, selling, financing, or accounting for value changes.

special committee regulatory

"was approved by a special committee composed of independent members of"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

due diligence financial

"the special committee will conduct a due diligence process and evaluation"

Due diligence is the careful investigation and analysis someone conducts before making a decision, such as investing money or entering into an agreement. It’s like researching thoroughly before buying a used car to ensure it’s in good condition; this helps prevent surprises and makes informed choices. For investors, due diligence reduces risk by verifying details and understanding what they’re getting into.

AI-generated analysis. Not financial advice.

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.