Icon Energy (Nasdaq: ICON) nets $3.5M from SEPA common share sales

Rhea-AI Filing Summary

Icon Energy Corp. raised net proceeds of $3.5 million by selling 1,136,470 common shares at an average price of $3.11 per share under its Standby Equity Purchase Agreement (SEPA) with an investor. The company views the SEPA, first entered on August 27, 2025, as a flexible way to access capital when needed.

Icon plans to use the cash for general corporate purposes and to pursue growth opportunities and strategic initiatives. Following these sales, the company had 2,508,470 common shares issued and outstanding as of the date of the announcement.

Insights

Capital markets and dilution analyst

Icon taps its SEPA for $3.5M, adding equity capital and dilution.

Icon Energy Corp. has drawn further on its Standby Equity Purchase Agreement, selling 1,136,470 common shares at an average price of $3.11 per share. This generated $3.5 million in net proceeds, giving the company additional funding without taking on debt.

The SEPA structure allows Icon to choose timing and amounts of share sales, which can help align capital raises with market conditions. However, issuing new shares increases the total share count, which can dilute existing holders’ ownership. The company states that its execution achieved an average sale price above the volume-weighted average price during the period, which suggests attention to pricing quality.

After these transactions, Icon reports 2,508,470 common shares issued and outstanding as of the announcement date. The company indicates it will direct the proceeds toward general corporate purposes and potential growth and strategic initiatives, so future disclosures may clarify how this new capital supports its operations and expansion plans.

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 21, 2026, announcing updates in connection with the Standby Equity Purchase Agreement (“SEPA”) and that, as of the date hereof, the Company had 2,508,470 common shares issued and outstanding.

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), 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: January 22, 2026	By:	/s/ Dennis Psachos
	Name:	Dennis Psachos
	Title:	Chief Financial Officer

Exhibit 99.1

Icon Energy Corp. Announces Updates in Connection with the SEPA

Athens, Greece, January 21, 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, announced today that since its most recent update, the Company has sold an aggregate of 1,136,470 of its common shares at an average price of $3.11 per share pursuant to advances under the Standby Equity Purchase Agreement (“SEPA”).

As previously announced, Icon entered into the SEPA with an investor on August 27, 2025. Icon believes that the SEPA provides a flexible and efficient source of capital that, subject to its terms and conditions, may be utilized at times and amounts of the Company’s choosing.

The Company’s disciplined execution resulted in an average price per share sold that exceeded the volume-weighted average market price during the respective period. The Company intends to utilize the net proceeds of $3.5 million for general corporate purposes and to pursue potential growth opportunities and strategic initiatives.

As of the date hereof, the Company had 2,508,470 common shares issued and outstanding.

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.”

Contact Information

Icon Energy Corp.

Dennis Psachos

Chief Financial Officer

+30 211 88 81 300

ir@icon-nrg.com

www.icon-nrg.com

FAQ

How much capital did Icon Energy Corp. (ICON) raise under the SEPA update?

Icon Energy raised $3.5 million in net proceeds by selling 1,136,470 common shares at an average price of $3.11 per share under its Standby Equity Purchase Agreement.

How many shares did Icon Energy Corp. (ICON) sell in this SEPA drawdown?

Icon Energy sold an aggregate of 1,136,470 common shares pursuant to advances under its Standby Equity Purchase Agreement, at an average price of $3.11 per share.

What does Icon Energy Corp. (ICON) plan to do with the $3.5 million raised?

Icon Energy intends to use the $3.5 million in net proceeds for general corporate purposes and to pursue potential growth opportunities and strategic initiatives.

How many Icon Energy Corp. (ICON) shares are now outstanding?

As of the date of the announcement, Icon Energy had 2,508,470 common shares issued and outstanding.

What is the Standby Equity Purchase Agreement (SEPA) mentioned by Icon Energy Corp. (ICON)?

The SEPA is an agreement Icon Energy entered into with an investor on August 27, 2025, which the company believes provides a flexible and efficient source of capital that can be used at times and in amounts of its choosing, subject to the agreement’s terms.

How did Icon Energy Corp. (ICON) describe its execution of the recent SEPA share sales?

Icon Energy stated that its disciplined execution produced an average sale price that exceeded the volume-weighted average market price during the respective period.