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Icon Energy registers resale of 9.8M common shares

Icon Energy adds a resale registration update while reporting stronger charter rates, full utilization and multi‑year contracted revenue visibility.

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Icon Energy Corp (ICON) filed a prospectus supplement tied to its Form F-1, covering the resale from time to time of up to 9,811,933 common shares by YA II PN, Ltd. The supplement also includes a commercial update on Icon’s shipping operations and market conditions.

Icon reports a fleet of dry bulk vessels employed mainly on time charters, with the M/V Alfa’s index-linked rate converted to a $18,000 per day fixed charter from June to December 2026 and other vessels remaining on index-linked contracts. Minimum Contracted Revenue from current charters is estimated at about $11 million. For the third quarter of 2026, the gross hire rate across the fleet is expected to average roughly $19,000 per vessel per day, up 23% from approximately $15,500 a year earlier, with 100% Vessel Utilization so far and no further scheduled drydockings until the second quarter of 2029. Icon also highlights a 4.6% equity interest co-investment in a 2,000 TEU containership fixed at $26,500 per day through at least June 2028.

Positive

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Filing Explained

The filing updates Icon’s resale prospectus for up to 9,811,933 common shares held by YA II PN, Ltd.; it establishes resale disclosure capacity, but does not report that those shares were sold.

Resale registration size 9,811,933 common shares Common shares offered for resale by YA II PN, Ltd. under the F-1 prospectus
Last reported share price $0.88 per share Closing price of ICON common shares on September 16, 2026
Fixed hire rate for M/V Alfa $18,000 per day Fixed rate time charter from June to December 2026 after converting from index-linked
Minimum Contracted Revenue $11 million Estimated revenue expected to be recognized from existing vessel contracts
Expected Q3 2026 gross hire rate $19,000 per vessel per day Average gross hire rate across the fleet in the third quarter of 2026
Year-over-year increase in gross hire rate 23% Increase from approximately $15,500 per vessel per day in the same quarter last year
Containership charter hire rate $26,500 per day Fixed rate time charter to an investment-grade liner operator for the 2,000 TEU feeder
Equity interest in containership 4.6% equity interest Non-controlling co-investment stake in the 2,000 TEU geared container feeder
index-linked time charters financial
"vessels currently employed on index-linked time charters, earn hire at floating rates"
A contract hiring a ship for a fixed period where the daily charter rate automatically moves up or down based on a published index (for example a fuel, freight or inflation index). Think of it like a subscription whose monthly fee adjusts with a commonly tracked price so both parties share market swings. For investors, these contracts affect a shipping company's future revenue stability, fuel and market risk exposure, and therefore cash flow and valuation.
Minimum Contracted Revenue financial
"As of the date hereof, the Minimum Contracted Revenue expected to be recognized"
Minimum contracted revenue is the amount of sales a company is legally guaranteed to receive under existing contracts, often coming from minimum purchase commitments, recurring service fees, or guaranteed payments. It matters to investors because it creates a predictable revenue floor that helps assess near-term cash flow reliability, reduce forecast uncertainty, and gauge how much future income depends on retaining or expanding contractual relationships — like a subscription that promises a base monthly payment.
Vessel Utilization financial
"the fleet has achieved 100% Vessel Utilization during the quarter so far"
Share of a shipping fleet’s available capacity that is actually used to carry cargo over a given period, usually expressed as a percentage of capacity, occupied cargo space (e.g., TEU or tonnes), or days the vessels are in commercial service. It matters to investors because higher vessel utilization generally means more revenue per ship and better coverage of fixed operating costs—like a bus running full rather than half-empty—which affects a shipping company’s profitability, cash flow and pricing power.
Baltic Dry Index financial
"The Baltic Dry Index climbed to its highest level since December 2023"
A measure of the cost to ship major raw materials—like coal, grain and iron ore—by sea, calculated from prices on a panel of global shipping routes. Think of it as a thermometer for basic goods moving around the world: when the index rises, demand for shipping and global trade is strong (which can lift commodity prices and shipping-company profits); when it falls, it signals weaker trade, excess shipping capacity or slowing economic activity.
Ownership Days financial
"Ownership Days are the total days we owned our vessels"
Ownership days refer to the total number of days that an investor holds a particular asset or investment. It is a way to measure how long an investor has kept their investment before selling or changing it, similar to tracking how many days someone owns a car before trading it in. This measure helps assess investment behavior and can influence decisions related to taxes, performance, and strategy.
Available Days financial
"Available Days are the Ownership Days, less any days during which our vessels"
Offering Type secondary

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Icon Energy Corp (ICON) registering in this prospectus supplement?

Icon Energy’s prospectus supplement relates to the resale from time to time of up to 9,811,933 common shares by YA II PN, Ltd. It updates and supplements the existing Form F-1 prospectus dated March 13, 2026 with new operational information.

What fleet revenue metrics does ICON report for the third quarter of 2026?

Icon Energy expects its gross hire rate in the third quarter of 2026 to average about $19,000 per vessel per day, a 23% increase from roughly $15,500 per day in the same quarter of the prior year, with 100% Vessel Utilization so far.

How much Minimum Contracted Revenue does ICON expect from current charters?

Icon Energy estimates Minimum Contracted Revenue of approximately $11 million from its current charter contracts, based on contracted periods and hire rates, net of charterers’ commissions and assuming no unforeseen off-hire days.

What are the key charter terms for ICON’s vessel Alfa?

Icon has converted the M/V Alfa’s index-linked time charter to a fixed rate of $18,000 per day for the seven-month period from June to December 2026, providing greater earnings visibility over that interval.

What co-investment has ICON made in the containership sector?

Icon Energy holds a 4.6% equity interest in a 2,000 TEU geared container feeder vessel, built in 2008, on a fixed rate time charter at $26,500 per day to an investment-grade liner operator, with earliest charter expiration in June 2028.

What is ICON’s current Nasdaq trading level mentioned in the filing?

Icon Energy’s common shares trade on the Nasdaq Capital Market under the symbol ICON. On September 16, 2026, the last reported sales price of the common shares was $0.88 per share.

When are ICON’s next scheduled drydockings expected?

All vessel drydockings were completed between December 2025 and June 2026, and Icon Energy reports that no further scheduled downtime or related capital expenditures are anticipated until the second quarter of 2029.

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

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Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-294110
 
PROSPECTUS SUPPLEMENT NO. 6
(to Prospectus dated March 13, 2026)

Icon Energy Corp.

This prospectus supplement is being filed to update, amend and supplement the information contained in the prospectus dated March 13, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-294110), with the information contained in our report on Form 6-K filed with the Securities and Exchange Commission on September 17, 2026.

The Prospectus relates to the sale from time to time of up to 9,811,933 common shares, par value $0.001 per share (“Common Shares”) of Icon Energy Corp., incorporated under the laws of the Marshall Islands, by YA II PN, Ltd., a Cayman Islands exempt limited company.

This prospectus supplement updates, amends and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Shares are currently listed on The Nasdaq Capital Market under the symbol “ICON.” On September 16, 2026, the last reported sales price of our Common Shares was $0.88 per share.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in the section titled “Risk Factors” beginning on page 7 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 17, 2026.
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-42174

Icon Energy Corp.
(Translation of registrant’s name into English)

c/o Pavimar Shipping Co.
17th km National Road
Athens-Lamia & Foinikos Str.
14564, Nea Kifissia
Athens, Greece
+30 211 88 81 300
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐



INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On September 17, 2026, Icon Energy Corp. (the “Company”) issued a press release entitled “Icon Energy Corp. Provides Commercial Update.” A copy of this press release is furnished as Exhibit 99.1 herewith.

Notwithstanding the foregoing, the information in the press release regarding the Company’s commercial update is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-291988), and shall be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


ICON ENERGY CORP.



Date: September 17, 2026
By:
/s/ Dennis Psachos

Name:
Dennis Psachos

Title:
Chief Financial Officer




Exhibit 99.1


Icon Energy Corp. Provides Commercial Update

Athens, Greece, September 17, 2026 (GLOBE NEWSWIRE) - Icon Energy Corp. (“Icon” or the “Company”) (Nasdaq: ICON), an international shipping company providing worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels, provides a commercial update.

Fleet

Icon generates revenue by chartering its vessels to regional and international dry bulk operators, commodity traders and end users, primarily on time charters (“TC”) (either index-linked or fixed rate) or voyage charters, depending on market conditions, available opportunities, and other strategic and tactical considerations. As of the date hereof, Icon’s fleet comprised of the following dry bulk vessels:



 
 
Charter expiration
Vessel name

Vessel type

Charter type

Earliest

Latest
Alfa
 
Panamax

Fixed rate TC(1)

December 2026

Evergreen(2)
Bravo

Kamsarmax

Index-linked TC

Evergreen(2)

Evergreen(2)
Charlie

Ultramax

Index-linked TC(3)

August 2027

December 2027

Icon’s vessels currently employed on index-linked time charters, earn hire at floating rates linked to the Baltic Panamax Index and the Baltic Supramax Index. This strategy enables Icon to maintain high fleet utilization while preserving exposure to market upside.

Icon also has the option to convert each floating hire rate to a fixed rate, at a time and for a period of its choosing, thereby locking in forward earnings. As of the date hereof, Icon has exercised this option for the M/V Alfa, whose floating, index-linked, hire rate was converted to a fixed rate of $18,000 per day for the seven-month period from June to December 2026. The M/V Bravo and the M/V Charlie continue to earn hire at index-linked rates, resulting in a charter portfolio that blends fixed and floating rate exposure to provide cash flow visibility and upside potential.

Under all contracts, fuel costs are borne by the charterers, keeping Icon insulated from the direct impact of oil price volatility on its cost base, which is particularly relevant in light of recent swings in oil markets.

As of the date hereof, the Minimum Contracted Revenue expected to be recognized by Icon from these contracts is estimated at approximately $11 million.

Co-Investment Strategy

Icon complements its core dry bulk business through selective co-investments in adjacent maritime opportunities alongside experienced industry partners. As of the date hereof, Icon has made the following co-investments under this strategy:


(1) Index-linked daily hire rate converted to a fixed rate of $18,000 from June to December 2026
(2) The charter continues indefinitely, subject to 3 months’ termination notice by either party
(3) In addition to the daily hire rate, Icon is also entitled to receive part of the fuel cost savings to be realized by the charterer through the use of the vessel’s scrubber


Sector

Vessel description

Charter type

Charter
expiration

Investment
type
Containership

2,000 TEU geared
container feeder with
high reefer capacity,
built in 2008

Fixed rate TC to an
investment-grade liner
operator at a fixed hire
rate of $26,500 per day

June 2028 at
the earliest

4.6% equity
interest

Icon expects future co-investments under this framework, if any, to be pursued opportunistically and with disciplined sizing as passive, non-controlling positions, seeking to enhance returns while preserving Icon’s operational focus. In addition, this strategy is expected to expand market intelligence, broaden Icon’s network, and provide access to the expertise, insights and perspectives of other skilled investors and operators. It is also expected to deepen Icon’s understanding of adjacent maritime sectors and reveal potential areas for future strategic expansion.

Earnings update

The gross hire rate across Icon’s fleet in the third quarter of 2026 is expected to average approximately $19,000 per vessel per day, a 23% increase from approximately $15,500 in the same quarter last year.

Additionally, the fleet has achieved 100% Vessel Utilization during the quarter so far. With all vessel drydockings completed between December 2025 and June 2026, no further scheduled downtime or related capital expenditures are anticipated until the second quarter of 2029. This positions the fleet to capitalize on the prevailing strength in the dry bulk market and to generate revenue on an uninterrupted basis for the remainder of the year and beyond.

Market Commentary

While global attention remains largely focused on the conflict between the United States and Iran, the developments in the Strait of Hormuz, and their impact on the oil tanker markets, the dry bulk market has continued to gain momentum and has remained firm through the current point in the third quarter of 2026, led by broad-based gains in the larger vessel segments and extending into the smaller sizes.

The Baltic Dry Index climbed to its highest level since December 2023, propelled by resilient commodity flows and strong demand across key trade routes. Robust iron ore shipments from Brazil to China and surging bauxite exports from West Africa underpinned the momentum, and near record corn exports from Argentina helped offset disrupted Ukrainian supplies.

Looking ahead, volatility is expected to remain elevated amid persistent global geopolitical uncertainty. Nevertheless, the near-term outlook is supported by the fourth quarter’s historically strong seasonal market performance, and the medium-to-long-term fundamentals remain constructive as industry research points to a secular tightening of supply-demand dynamics, driven by evolving trade flows and stable commodity demand that are expected to outpace fleet growth.

Key Performance Indicators used in this Press Release

Minimum Contracted Revenue. Minimum Contracted Revenue is estimated by reference to the contracted period and hire rate, net of charterers’ commissions but before brokerage and commercial management commissions and assuming no unforeseen off-hire days. For index-linked contracts, minimum contracted revenue is estimated by reference to the average of the relevant index during the 15 days preceding the calculation date.

Ownership Days. Ownership Days are the total days we owned our vessels (or right-of-use asset under finance lease) during the relevant period. We use this to measure the size of our fleet over a period. Vessels in which the Company holds non-controlling interests are not included in this calculation.


Available Days. Available Days are the Ownership Days, less any days during which our vessels were unable to be used for their intended purpose as a result of scheduled maintenance, upgrades, modifications, drydockings, special or intermediate surveys, or changes in ownership logistics, including positioning for and repositioning from such events. We use this to measure the number of days in a period during which our vessels should be capable of generating revenues.

Operating Days. Operating Days are the Available Days, less any days during which our vessels were unable to be used for their intended purpose as a result of unforeseen events and circumstances. We use this to measure the number of days in a period during which our vessels actually generated revenues.

Vessel Utilization. Vessel Utilization is the ratio of Operating Days to Available Days, measuring the days during which our vessels actually generated revenues as a percentage of the days during which our vessels should be capable of generating revenues.

About Icon Energy Corp.

Icon is an international shipping company that provides worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels. Icon maintains its principal executive office in Athens, Greece, and its common shares trade on the Nasdaq Capital Market under the symbol “ICON.”

Cautionary Note Regarding Forward Looking Statements

This communication contains “forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.” Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions, or strategies regarding the future such as vessel employment or charter types or co-investments, amongst other things, and are therefore statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions that are other than statements of historical fact, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant risks, uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, the Company cannot provide assurance that it will achieve or accomplish these expectations, beliefs or projections. The Company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons, including as described in the Company’s filings with the SEC. As a result, you are cautioned not to unduly rely on any forward-looking statements, which speak only as of the date of this communication. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things, the Company’s future operating or financial results; the Company’s liquidity, including its ability to service any indebtedness; changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations; broader market impacts arising from war (or threatened war) or international hostilities; risks associated with pandemics; and other factors listed from time to time in the Company’s filings with the SEC. For more discussion of the risks that could impact forward-looking statements, you are encouraged to review the discussion under the title “Risk Factors” in the Company’s most recent Annual Report on Form 20-F and other factors and risks listed from time to time in the Company’s filings with the SEC. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.


Contact Information

Icon Energy Corp.
Dennis Psachos
Chief Financial Officer
+30 211 88 81 300
ir@icon-nrg.com
www.icon-nrg.com



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