TOP Ships Inc. Announces Agreement to Acquire Nine ECO MR Product Tanker Newbuildings with Time Charter Employment and Potential Gross Revenue Backlog of about $679 million

Rhea-AI Summary

TOP Ships (NASDAQ:TOPS) agreed to acquire nine ECO 47,499 dwt MR product/chemical tanker newbuildings via purchase of SPV shares from an entity affiliated with the CEO.

Deliveries are scheduled in 2028–2029; the company agreed to pay about $41 million aggregate and the planned time charters total a potential gross revenue backlog of about $679 million including optional years.

The shipbuilding contracts require customary refund guarantees and the acquisition is subject to conclusion of lease financings and the Company providing corporate guarantees.

Positive

• Potential gross revenue backlog of $679 million
• Acquisition price of about $41 million for nine vessels
• Firm 7-year time charters secured from delivery with 4-year option

Negative

• Transaction is a related-party acquisition involving CEO-affiliated seller
• Acquisition and contracts subject to refund guarantees and financing completion
• Company must provide a corporate guarantee to leasing companies

News Market Reaction – TOPS

-10.78% 155.6x vol

17 alerts

-10.78% Session close to close

+28.4% Peak Tracked

-26.9% Trough Tracked

$23.18M Market Cap

155.6x Rel. Volume

In the Feb 23 session, TOPS declined 10.78%, reflecting a significant negative market reaction. Argus tracked a peak move of +28.4% during that session. Argus tracked a trough of -26.9% from its starting point during tracking. Our momentum scanner triggered 17 alerts that day, indicating notable trading interest and price volatility. Trading volume was exceptionally heavy at 155.6x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -10.8% in the session following this news. A negative reaction despite the substan...

Analysis

The stock dropped -10.8% in the session following this news. A negative reaction despite the substantial chartered backlog potential could fit concerns about execution and related-party complexity. The company plans to acquire nine tanker-owning SPVs for about $41 million, relying on lease financings from Chinese lessors and a corporate guarantee. As with prior related-party transactions, the presence of a special board committee and a fairness opinion may mitigate governance worries, but financing conditions and long-dated deliveries through 2028–2029 remain important risks.

Key Figures

Share price: $5.01 Potential revenue backlog: $679 million SPV purchase price: $41 million +5 more

8 metrics

Share price $5.01 Pre-news current price

Potential revenue backlog $679 million Total potential gross revenue including optional charter years

SPV purchase price $41 million Aggregate price to acquire nine SPV shares

Number of tankers 9 vessels ECO MR product/chemical tankers via SPV acquisition

Vessel size 47,499 dwt Each ECO MR product/chemical oil tanker

Firm charter duration 7 years Initial time charter term per vessel

Optional charter extension 4 years Charterer option to extend each time charter

Vessel deliveries 2028–2029 Scheduled delivery window from Guangzhou Shipyard

Previous Acquisition Reports

1 past event · Latest: Nov 28 (Positive)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Nov 28	Related-party acquisition LOI	Positive	+2.8%	LOI to acquire discounted Dubai real estate assets from CEO affiliate.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior acquisition-type, related-party news with board committee oversight drew a modestly positive price reaction.

Recent Company History

Recent history for TOPS shows recurring related-party asset deals overseen by independent board committees. On Nov 28, 2025, the company signed an LOI to potentially acquire Dubai real estate assets from a CEO-affiliated entity at a discount to fair market value, following independent appraisals and special committee approval. That announcement saw a 2.84% 24-hour move. Today’s planned acquisition of nine tanker SPVs from a CEO affiliate, again vetted by a special committee and supported by a fairness opinion, fits this pattern of structured, committee-reviewed related-party growth transactions.

Key Terms

time charter employment, lease financing agreements, refund guarantees, corporate guarantee, +2 more

6 terms

time charter employment financial

"secured time charter employment with a major oil trader, for all vessels"

Time charter employment is a contract where a shipowner leases a vessel to a charterer for a set period while the owner supplies the crew and maintains the ship; the charterer controls where the ship goes and pays a regular hire fee plus fuel and port charges. For investors, time charters matter because they turn ships into predictable income-generators with known utilization and rate exposure, while passing fuel and voyage cost risk to the charterer, which affects cash flow and profitability.

lease financing agreements financial

"finalizing lease financing agreements (the “Financings”) with two major Chinese leasing companies"

A lease financing agreement is a contract where a company obtains the use of an asset (like equipment, vehicles, or property) by paying periodic lease payments instead of buying it outright; it’s like a long-term rental that can include options to renew or buy. Investors care because these agreements change a company’s cash flow requirements and financial obligations, affect reported assets and liabilities, and can influence credit risk and profitability—similar to how taking on a mortgage vs. renting changes a household’s monthly budget and balance sheet.

refund guarantees regulatory

"effectiveness is subject to the issuance of customary refund guarantees"

A refund guarantee is a company’s promise to return a customer’s money if a product or service does not meet expectations or specified conditions; think of it like a store offering to give you your cash back when something doesn’t work. For investors, these guarantees signal how much potential cash the company might have to repay, affect how sales are counted and how much money needs to be kept aside, and can indicate the company’s confidence in quality and its approach to customer trust.

corporate guarantee financial

"including the provision of the Company’s corporate guarantee to the leasing companies"

A corporate guarantee is a formal promise by one company to pay or otherwise cover the debts or obligations of another party, such as a related company or borrower. Think of it like cosigning a loan: if the original borrower can't pay, the guarantor steps in. Investors care because guarantees create additional, often hidden, obligations that can increase a company’s risk, affect its creditworthiness and cash flow, and change how creditors are prioritized in a default.

SPVs financial

"to acquire 100% of the issued and outstanding shares of nine Marshall Islands companies (the “SPVs”)"

SPVs (special purpose vehicles) are separate legal entities created to hold specific assets, projects, or liabilities apart from a parent company, like placing an investment in its own locked box. For investors, SPVs matter because they isolate risk and cash flows—helping contain losses or ringfence revenue—but can also obscure financial transparency and affect how returns, liabilities, or bankruptcy exposure are distributed.

fairness opinion financial

"The Transaction Committee obtained a fairness opinion relating to the consideration"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ATHENS, Greece, Feb. 23, 2026 (GLOBE NEWSWIRE) -- TOP Ships Inc. (the “Company”), an international owner and operator of modern, fuel efficient "ECO" tanker vessels, announced today that it has entered into an agreement with an entity affiliated with the Company’s Chief Executive Officer, (“the Seller”), to acquire 100% of the issued and outstanding shares of nine Marshall Islands companies (the “SPVs”), counterparties to ship building contracts for nine very-high specification 47,499 dwt Medium Range (“MR”) product/chemical oil tankers with Guangzhou Shipyard International Company Limited, scheduled for delivery during 2028 and 2029.

The ship building contracts’ effectiveness is subject to the issuance of customary refund guarantees and the acquisition of the SPVs is subject to conclusion of financing arrangements. Specifically, the SPVs are currently finalizing lease financing agreements (the “Financings”) with two major Chinese leasing companies, one being ABC Financial Leasing Co., Ltd. or its controlled entities, covering the majority of the ship building contracts’ price for all nine vessels. The Financings were arranged by the Seller and their conclusion is subject to customary closing conditions, including the provision of the Company’s corporate guarantee to the leasing companies.

The Seller has also secured time charter employment with a major oil trader, for all vessels, starting from their delivery and for a firm duration of seven years, with charterer’s option to extend for four additional years.

The total potential gross revenue backlog from these contracts, including optional years, is about $679 million.

The Company has agreed to acquire the shares of all SPVs for an aggregate purchase price of about $41 million and due to the related party nature of the acquisition, the transaction was approved by a special committee composed of independent members of the Company's board of directors, (the “Transaction Committee”). The Transaction Committee obtained a fairness opinion relating to the consideration of this transaction from an independent financial advisor.

About the Company

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 newbuilding tankers.

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 exactly is TOP Ships (TOPS) acquiring in February 2026?

TOP Ships is acquiring 100% of nine Marshall Islands SPVs holding nine ECO MR tanker newbuild contracts. According to the company, the contracts are for 47,499 dwt MR product/chemical tankers scheduled for delivery in 2028–2029.

How much will TOP Ships (TOPS) pay for the nine newbuildings and what is the revenue outlook?

The company agreed to pay about $41 million aggregate for the SPV shares, and the time charter agreements imply a potential gross revenue backlog of about $679 million. According to the company, that backlog includes optional charter extension years.

Are the nine newbuilding contracts and acquisition conditional for TOP Ships (TOPS)?

Yes — the shipbuilding contracts require customary refund guarantees and the acquisition depends on completing lease financings. According to the company, Financings with Chinese leasing firms are being finalized and are subject to customary closing conditions.

What are the charter terms attached to the nine vessels TOP Ships (TOPS) is acquiring?

All nine vessels have secured time charter employment with a major oil trader for a firm seven-year term, with the charterer holding a four-year extension option. According to the company, charters commence at each vessel's delivery.

Was the TOP Ships (TOPS) related‑party transaction independently reviewed and approved?

Yes — the transaction was approved by a special independent Transaction Committee and accompanied by a fairness opinion. According to the company, the committee obtained an independent financial advisor's fairness opinion on consideration.