Icon Energy (ICON) control concentrated at 76.9% beneficial stake

Rhea-AI Filing Summary

Icon Energy Corp received an amended beneficial ownership report from Atlantis Holding Corp. and Ismini Panagiotidi. The amendment states that the reporting persons beneficially own 8,357,548 Common Shares, including 8,356,548 Common Shares issuable upon the hypothetical conversion of 18,954 Series A Cumulative Convertible Perpetual Preferred Shares, plus 1,000 existing Common Shares. This represents 76.9% of the Common Shares under Rule 13d-3(d)(1)(i), based on 2,508,470 Common Shares outstanding as of January 20, 2026.

The filing explains that the Series A Preferred Shares are convertible into Common Shares from July 16, 2025 until July 15, 2032, and that Atlantis acquired additional Series A Preferred Shares as payment-in-kind dividends on June 30, 2025 and December 31, 2025. Atlantis is controlled by Mrs. Panagiotidi, so she may be deemed to share beneficial ownership and voting power over the reported securities.

Insights

Equity ownership & governance analyst

Amended 13D shows concentrated control of Icon Energy at 76.9%.

The amendment reports that Atlantis Holding Corp. and Ismini Panagiotidi beneficially own 8,357,548 Common Shares of Icon Energy Corp, including shares issuable from 18,954 Series A Preferred Shares. Under Rule 13d-3(d)(1)(i), this equates to 76.9% of the Common Shares, indicating highly concentrated ownership if the convertible preferred are taken into account.

The structure relies heavily on convertibility and preferred share terms. Series A Preferred Shares are convertible into Common Shares between July 16, 2025 and July 15, 2032, while Series B Preferred Shares carry significant voting power but no ongoing dividend rights beyond liquidation events. Additional Series A Preferred Shares were received as payment-in-kind dividends on June 30, 2025 and December 31, 2025, increasing the potential Common Share stake.

The amendment also clarifies that Atlantis is controlled by Mrs. Panagiotidi, who may be deemed a beneficial owner of the securities held by Atlantis due to her control over its equity and voting power. Future company disclosures about conversions of preferred shares or changes in outstanding Common Shares would further shape how this ownership translates into voting control over time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Icon Energy Corp

(Name of Issuer)

Common Shares, $0.001 par value per share

(Title of Class of Securities)

Y4001C305

(CUSIP Number)

Atlantis Holding Corp.
c/o Pavimar Shipping Co., 17th km National Road
Athens, J3, 14564
30 211 88 81 300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. Y4001C305

1

Name of reporting person

Atlantis Holding Corp. /RMI/

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARSHALL ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,357,548.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,357,548.00

11

Aggregate amount beneficially owned by each reporting person

8,357,548.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: This amount includes (i) 1,000 Common Shares, $0.001 par value per share ("Common Shares") of Icon Energy Corp. (the "Issuer") and (ii) 8,356,548 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of January 20, 2026, issuable upon the hypothetical conversion of 18,954 Series A Cumulative Convertible Perpetual Preferred Shares ("Series A Preferred Shares") of the Issuer owned by the Reporting Person. All Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. See Item 3 for a description of the terms of the Series A Preferred Shares. Note to Row 13: Calculated pursuant to Rule 13d-3(d)(1)(i) based on (i) the 2,508,470 Common Shares issued and outstanding as of January 20, 2026, as provided by the Issuer to the Reporting Person, and (ii) and the 8,356,548 Common Shares issuable upon the hypothetical conversion of 18,954 Series A Preferred Shares owned by the Reporting Person as of January 20, 2026.

SCHEDULE 13D

CUSIP No. Y4001C305

1

Name of reporting person

Ismini Panagiotidi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,357,548.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,357,548.00

11

Aggregate amount beneficially owned by each reporting person

8,357,548.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 8, 10 and 11: This amount includes (i) 1,000 Common Shares, $0.001 par value per share ("Common Shares") of Icon Energy Corp. (the "Issuer") and (ii) 8,356,548 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of January 20, 2026, issuable upon the hypothetical conversion of 18,954 Series A Cumulative Convertible Perpetual Preferred Shares ("Series A Preferred Shares") of the Issuer owned by the Reporting Person. All Series A Preferred Shares (but not a portion) are convertible to Common Shares commencing July 16, 2025 and until July 15, 2032. See Item 3 for a description of the terms of the Series A Preferred Shares. Note to Row 13: Calculated pursuant to Rule 13d-3(d)(1)(i) based on (i) the 2,508,470 Common Shares issued and outstanding as of January 20, 2026, as provided by the Issuer to the Reporting Person, and (ii) and the 8,356,548 Common Shares issuable upon the hypothetical conversion of 18,954 Series A Preferred Shares owned by the Reporting Person as of January 20, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.001 par value per share
(b)	Name of Issuer: Icon Energy Corp
(c)	Address of Issuer's Principal Executive Offices: c/o Pavimar Shipping Co. 17th km, National Road Athens-Lamia & Foinikos St, Athens, GREECE , 14564.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the statement on Schedule 13D filed on July 8, 2025 (and as may be further amended and supplemented from time to time, the "Schedule 13D"), relating to the common shares, par value $0.001 per share ("Common Shares") of Icon Energy Corp. (the "Issuer") beneficially owned by each of the Reporting Persons. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of Schedule 13D is hereby amended and supplemented by replacing it in its entirety with the following: "The Reporting Persons became beneficial owners of Common Shares pursuant to an exchange agreement dated June 11, 2024 ("Exchange Agreement"), whereby the Issuer acquired all of the outstanding share capital of Maui Shipping Co. ("Maui") in exchange for 15,000 Series A Cumulative Convertible Perpetual Preferred Shares ("Series A Preferred Shares"), 1,500,000 Series B Perpetual Preferred Shares ("Series B Preferred Shares"), and 5,000 Common Shares of the Issuer. Immediately before the exchange, Maui was wholly owned by Atlantis Holding Corp. ("Atlantis"). As part of the exchange, the Reporting Persons forfeited the Common Shares beneficially owned by them at the time. Series A Preferred Shares have no voting rights, subject to limited exceptions. Each holder of Series A Preferred Shares has the right, subject to certain conditions, at any time commencing on July 16, 2025 and until July 15, 2032, to convert all (but not a portion), of the Series A Preferred Shares beneficially held by such holder into the number of Common Shares equal to the quotient of the aggregate stated amount of the Series A Preferred Shares converted plus any accrued and unpaid dividends divided by the conversion price then in effect. Series B Preferred Shares have no dividend or distribution rights, other than upon our liquidation, dissolution or winding up. Each Series B Preferred Share has the voting power of 1,000 Common Shares and counts for 1,000 votes for purposes of determining quorum at a meeting of shareholders. On June 30, 2025, Atlantis Holding Corp. ("Atlantis") acquired 2,249 Series A Preferred Shares, as a result of the Issuer's election to pay in kind the dividend due on the Series A Preferred Shares. On December 31, 2025, Atlantis acquired 1,705 Series A Preferred Shares, as a result of the Issuer's election to pay in kind the dividend due on the Series A Preferred Shares."
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Rows (7) through (13) of the cover page of this Amendment and the accompanying notes to such Rows are incorporated herein by reference. Atlantis is controlled by Ismini Panagiotidi. Mrs. Panagiotidi may be considered to be a beneficial owner of the Common Shares held by Atlantis by virtue of her control of the equity and voting power of Atlantis.
(b)	The responses to Rows (7) through (13) of the cover page of this Amendment and the accompanying notes to such Rows are incorporated herein by reference. The Reporting Persons share beneficial ownership over all of the Common Shares reported in this Amendment.
(c)	Other than as described in this Amendment, the Reporting Persons did not effect any transactions in the Common Shares during the past sixty days.
(d)	Not applicable
(e)	Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Atlantis Holding Corp. /RMI/

Signature:	/s/ Ismini Panagiotidi
Name/Title:	Ismini Panagiotidi / President and Sole Director
Date:	01/20/2026

Ismini Panagiotidi

Signature:	/s/ Ismini Panagiotidi
Name/Title:	Ismini Panagiotidi
Date:	01/20/2026

FAQ

How many Icon Energy (ICON) shares are beneficially owned by Atlantis Holding Corp. and Ismini Panagiotidi?

The amendment reports beneficial ownership of 8,357,548 Common Shares, including 8,356,548 Common Shares issuable upon the hypothetical conversion of 18,954 Series A Preferred Shares plus 1,000 existing Common Shares.

What percentage of Icon Energy (ICON) does the 8,357,548-share position represent?

The filing states that the 8,357,548 Common Shares, including shares issuable upon conversion of the Series A Preferred Shares, represent 76.9% of the Common Shares under Rule 13d-3(d)(1)(i), based on 2,508,470 Common Shares outstanding as of January 20, 2026.

What are the key terms of Icon Energy's Series A Cumulative Convertible Perpetual Preferred Shares?

Series A Preferred Shares have no voting rights subject to limited exceptions and are convertible, from July 16, 2025 until July 15, 2032, into Common Shares equal to the aggregate stated amount plus any accrued and unpaid dividends divided by the conversion price then in effect.

How did Atlantis Holding Corp. acquire its Icon Energy preferred and common shares?

Under a June 11, 2024 Exchange Agreement, Icon Energy acquired all outstanding share capital of Maui Shipping Co. in exchange for 15,000 Series A Preferred Shares, 1,500,000 Series B Preferred Shares, and 5,000 Common Shares. The reporting persons forfeited the Common Shares they then beneficially owned as part of the exchange.

Did Atlantis Holding Corp. receive additional Icon Energy Series A Preferred Shares after the exchange?

Yes. The filing states that on June 30, 2025 Atlantis acquired 2,249 Series A Preferred Shares, and on December 31, 2025 it acquired 1,705 Series A Preferred Shares, in each case as payment-in-kind of dividends due on the Series A Preferred Shares.

What is the relationship between Atlantis Holding Corp. and Ismini Panagiotidi in this Icon Energy (ICON) filing?

The filing states that Atlantis is controlled by Ismini Panagiotidi. She may be considered a beneficial owner of the Common Shares held by Atlantis by virtue of her control of its equity and voting power, and the reporting persons share beneficial ownership over all Common Shares reported.

What voting features do Icon Energy's Series B Perpetual Preferred Shares carry?

Each Series B Preferred Share has the voting power of 1,000 Common Shares and counts for 1,000 votes for quorum purposes at shareholder meetings, and has no dividend or distribution rights other than upon liquidation, dissolution or winding up.