Icon Energy Corp. (ICON) sets 1-for-5 reverse stock split for Jan 8

Rhea-AI Filing Summary

Icon Energy Corp. has approved a 1-for-5 reverse stock split of its common shares, effective with the commencement of business on January 8, 2026. This reverse split consolidates every five issued and outstanding common shares into one share, reducing the number of issued common shares from approximately 3,460,000 to approximately 692,000, subject to adjustment for the cancellation of fractional shares. The reverse split does not change the number of common shares the company is authorized to issue or the $0.001 par value per share. The company’s stated capital is reduced from approximately $3,460 to approximately $692, with the reduction amount allocated to surplus.

Insights

Corporate actions analyst

Icon Energy is consolidating its share count through a 1-for-5 reverse split.

Icon Energy Corp. is implementing a 1-for-5 reverse stock split of its issued and outstanding common shares effective on January 8, 2026. This reduces the issued common shares from approximately 3,460,000 to approximately 692,000 after adjusting for the cancellation of fractional shares, while leaving the authorized share count and $0.001 par value unchanged.

The filing also reduces stated capital from about $3,460 to about $692, reallocating the difference to surplus. This is an accounting reclassification that accompanies the reduced number of issued shares. The economic effect for shareholders is primarily that each remaining share represents a larger proportional interest, while the total underlying equity of the company is not expanded by new capital in this step.

Future company disclosures may explain how the new share structure interacts with listing requirements, capital-raising plans, or investor communications. For now, the key concrete milestone is the effectiveness of the reverse split at the start of business on January 8, 2026, after which trading will reflect the new share count.

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 January 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

Attached to this report on Form 6-K (this “Report”) as Exhibit 99.1 is a copy of the press release of Icon Energy Corp. (the “Company”), issued on January 6, 2026, announcing that the Company’s board of directors has determined to effect a 1-for-5 reverse stock split of the Company’s common shares, par value $0.001 (the “Common Shares”), effective at the opening of trading on January 8, 2026 (the “Reverse Stock Split”).

Attached to this Report as Exhibit 3.1 is a copy of the Articles of Amendment of Articles of Incorporation of the Company, filed with the Registrar of Corporations of the Republic of the Marshall Islands on January 7, 2026, to effect the Reverse Stock Split.

This Report, including the exhibits hereto, are hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-291988).

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: January 8, 2026	By:	/s/ Dennis Psachos
	Name:	Dennis Psachos
	Title:	Chief Financial Officer

Exhibit 3.1

ARTICLES OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

ICON ENERGY CORP.

UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT

The undersigned, Vanessa (Vassiliki) Tzoannos, an authorized representative of Icon Energy Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Articles of Incorporation of said Corporation hereby certify:

1. The name of the Corporation is: Icon Energy Corp.

2. The Articles of Incorporation were filed with the Registrar of Corporations as of the 30th day of August, 2023, were amended and restated in their entirety as of the 11th day of June, 2024 and were further amended as of the 31st day of March, 2025.

3. Section 2.1 of Article II of the Amended and Restated Articles of Incorporation is hereby amended by adding the following paragraph to the end of the Section:

"Effective with the commencement of business on January 8, 2026, the Corporation has effected a one-for-five reverse stock split (the “January 2026 Reverse Stock Split”) as to its issued and outstanding common shares, pursuant to which the number of issued common shares shall decrease from approximately 3,460,000 to approximately 692,000 as adjusted for the cancellation of fractional shares and which may be further adjusted for the cancellation of fractional shares. The January 2026 Reverse Stock Split shall not change the number of registered common shares the Corporation is authorized to issue or the par value of the common shares. The stated capital of the Corporation is hereby reduced from approximately $3,460 to approximately $692, as adjusted for the cancellation of the fractional shares and which may be further adjusted for the cancellation of fractional shares, and the amount of the reduction in stated capital shall be allocated to surplus."

4. All of the other provisions of the Amended and Restated Articles of Incorporation shall remain unchanged.

5. This amendment to the Articles of Incorporation was authorized by the affirmative vote of holders of common and preferred stock representing a majority of the voting power of the Corporation at the General Meeting of Shareholders of the Corporation held on March 17, 2025, and by the Corporation's Board of Directors on December 26, 2025.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on this 7^th day of January, 2026.

	/s/ Vanessa (Vassiliki) Tzoannos
	Name:	Vanessa (Vassiliki) Tzoannos
	Title:	Authorized representative

FAQ

What corporate action did Icon Energy Corp. (ICON) announce in this filing?

Icon Energy Corp. announced a 1-for-5 reverse stock split of its common shares, effective with the commencement of business on January 8, 2026.

How does the 1-for-5 reverse stock split change Icon Energy’s issued common shares?

The reverse split reduces issued common shares from approximately 3,460,000 to approximately 692,000, as adjusted for the cancellation of fractional shares.

Does Icon Energy’s reverse stock split affect authorized shares or par value?

No. The filing states that the January 2026 reverse stock split does not change the number of registered common shares the corporation is authorized to issue or the $0.001 par value of the common shares.

What happens to Icon Energy shareholders’ fractional shares in the reverse split?

The filing explains that the share count will be adjusted for the cancellation of fractional shares, meaning fractional positions created by the 1-for-5 ratio will not remain outstanding.

How is Icon Energy’s stated capital affected by the January 2026 reverse stock split?

Stated capital is reduced from approximately $3,460 to approximately $692, with the reduction amount allocated to surplus, consistent with the lower number of issued shares.

When was Icon Energy’s reverse stock split formally authorized and documented?

Articles of Amendment were executed on January 7, 2026 and filed under the laws of the Republic of the Marshall Islands to effect the January 2026 reverse stock split.