STOCK TITAN

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 Impact
(High)
Rhea-AI Sentiment
(Neutral)

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.

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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

Market Reaction – TOPS

-10.58% $4.48 157.8x vol
15m delay 16 alerts
-10.58% Since News
-14.0% Trough in 32 min
$4.48 Last Price
$4.02 $5.82 Day Range
-$2M Valuation Impact
$21M Market Cap
157.8x Rel. Volume

Following this news, TOPS has declined 10.58%, reflecting a significant negative market reaction. Argus tracked a trough of -14.0% from its starting point during tracking. Our momentum scanner has triggered 16 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $4.48. This price movement has removed approximately $2M from the company's valuation. Trading volume is exceptionally heavy at 157.8x the average, suggesting significant selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

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

Market Reality Check

Price: $5.01 Vol: Volume 8,596 is 49% above...
normal vol
$5.01 Last Close
Volume Volume 8,596 is 49% above 20-day average 5,750, signaling elevated pre-news interest. normal
Technical Shares at $5.01 trade below 200-day MA of $5.74 and 56.32% below 52-week high $11.47.

Peers on Argus

TOPS is up 1.83% while key peers show mixed moves: PXS -2.2%, BANL -7.19%, MARPS...

TOPS is up 1.83% while key peers show mixed moves: PXS -2.2%, BANL -7.19%, MARPS -4.48%, with IMPP +1.79% and DLNG +0.49%. This pattern points to stock-specific drivers rather than a broad sector move.

Previous Acquisition Reports

1 past event · Latest: Nov 28 (Positive)
Same Type Pattern 1 events
Date Event Sentiment Move Catalyst
Nov 28 Related-party acquisition LOI Positive +2.8% LOI to acquire discounted Dubai real estate assets from CEO affiliate.
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.

Historical Comparison

+2.8% avg move · In the past 6 months, TOPS had 1 acquisition-type event with an average 2.84% move, also involving a...
acquisition
+2.8%
Average Historical Move acquisition

In the past 6 months, TOPS had 1 acquisition-type event with an average 2.84% move, also involving a related-party transaction reviewed by a special committee.

Acquisition activity progressed from an LOI on CEO-affiliated Dubai real estate to a planned purchase of nine tanker-owning SPVs, both structured as related-party deals requiring independent committee approval.

Market Pulse Summary

The stock is dropping -10.6% following this news. A negative reaction despite the substantial charte...
Analysis

The stock is dropping -10.6% 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 Terms

fairness opinion
1 terms
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. Not financial advice.

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.
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