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Icon Energy (ICON) control holder reports 86.4% stake via preferred conversion

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(Moderate)
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(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Icon Energy Corp’s major holder Atlantis Holding Corp, together with Ismini Panagiotidi, has updated its Schedule 13D to reflect its current stake. They report beneficial ownership of 23,954,522 common shares on an as-converted basis, representing 86.4% of the class under Rule 13d-3(d)(1)(i).

This figure includes 1,000 common shares and 23,953,522 shares issuable from 21,390 Series A Cumulative Convertible Perpetual Preferred Shares. On June 30, 2026, Atlantis received an additional 2,436 Series A Preferred Shares as a pay-in-kind dividend, increasing its convertible position. All Series A Preferred Shares are convertible into common shares from July 16, 2025 through July 15, 2032. Panagiotidi controls Atlantis, so both reporting persons share voting and dispositive power over the reported shares, and they state no other common share transactions in the prior sixty days.

Positive

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Negative

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Insights

Amended 13D confirms an already controlling, highly concentrated stake.

The amendment shows Atlantis Holding Corp and Ismini Panagiotidi beneficially owning 23,954,522 Icon Energy common shares on an as-converted basis, or 86.4%. This reflects both existing common shares and the common shares issuable from 21,390 Series A Preferred Shares.

A key update is Atlantis’s acquisition of 2,436 additional Series A Preferred Shares on June 30, 2026 via a pay-in-kind dividend. This increases the convertible preferred position without immediate cash outlay, reinforcing the reporting persons’ effective control given their shared voting and dispositive power.

The ownership percentage is calculated against 3,759,314 common shares outstanding as of June 30, 2026, plus the as-converted preferred. The filing states no other common share transactions in the prior sixty days, so the main change for now is the incremental preferred issuance in kind.

Beneficial ownership (as-converted) 23,954,522 shares Common shares beneficially owned by Atlantis and Panagiotidi
Ownership percentage 86.4% Percent of Icon Energy common shares on as-converted basis
Common shares outstanding 3,759,314 shares Common shares outstanding as of June 30, 2026
Series A Preferred outstanding to holder 21,390 shares Series A Preferred Shares owned by Atlantis as of June 30, 2026
As-converted common from Series A 23,953,522 shares Common shares issuable upon hypothetical conversion of Series A
Additional Series A acquired 2,436 shares Series A Preferred acquired June 30, 2026 via pay-in-kind dividend
Conversion window July 16, 2025–July 15, 2032 Period during which Series A Preferred Shares are convertible
Series A Cumulative Convertible Perpetual Preferred Shares financial
"23,953,522 Common Shares issuable upon the hypothetical conversion of 21,390 Series A Cumulative Convertible Perpetual Preferred Shares"
pay in kind financial
"Atlantis acquired 2,436 Series A Preferred Shares, as a result of the Issuer's election to pay in kind the dividend"
beneficial owner financial
"may be considered to be a beneficial owner of the Common Shares held by Atlantis"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Rule 13d-3(d)(1)(i) regulatory
"Calculated pursuant to Rule 13d-3(d)(1)(i) based on (i) the 3,759,314 Common Shares outstanding"
shared voting power financial
"Shared Voting Power 23,954,522.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
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FAQ

What percentage of Icon Energy (ICON) does Atlantis Holding Corp now report owning?

Atlantis Holding Corp and Ismini Panagiotidi report beneficial ownership of 86.4% of Icon Energy’s common shares on an as-converted basis. This percentage is calculated under Rule 13d-3(d)(1)(i) using 3,759,314 common shares outstanding as of June 30, 2026 plus shares issuable from preferred stock.

How many Icon Energy (ICON) shares are beneficially owned according to this amended Schedule 13D?

The amendment reports beneficial ownership of 23,954,522 Icon Energy common shares on an as-converted basis. This consists of 1,000 existing common shares and 23,953,522 common shares that could be issued upon conversion of 21,390 Series A Cumulative Convertible Perpetual Preferred Shares.

What changed for Icon Energy (ICON) on June 30, 2026 regarding Atlantis’s investment?

On June 30, 2026, Atlantis acquired 2,436 additional Series A Preferred Shares because Icon Energy elected to pay the dividend on the Series A Preferred Shares in kind. This increased Atlantis’s convertible preferred holdings and, therefore, its potential common share stake.

When can Icon Energy’s Series A Preferred Shares held by Atlantis be converted to common stock?

All Series A Cumulative Convertible Perpetual Preferred Shares held by Atlantis are convertible into Icon Energy common shares from July 16, 2025 through July 15, 2032. The 23,953,522 as-converted common shares are based on this conversion feature and current preferred share holdings.

How was the 86.4% ownership figure for Icon Energy (ICON) calculated in this filing?

The 86.4% ownership was calculated under Rule 13d-3(d)(1)(i) using 3,759,314 common shares outstanding as of June 30, 2026 plus 23,953,522 common shares issuable upon hypothetical conversion of the 21,390 Series A Preferred Shares owned by the reporting persons.

Did Atlantis or Ismini Panagiotidi report other recent trades in Icon Energy (ICON) common stock?

The filing states that, other than the reported pay-in-kind preferred share acquisition, the reporting persons did not effect any transactions in Icon Energy common shares during the sixty days before the amendment’s date. This emphasizes the dividend-in-kind as the main recent change.




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)
06/30/2026
(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).


schemaVersion:


SCHEDULE 13D




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) 23,953,522 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of June 30, 2026, issuable upon the hypothetical conversion of 21,390 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 3,759,314 Common Shares outstanding as of June 30, 2026, as provided by the Issuer to the Reporting Person, and (ii) and the 23,953,522 Common Shares issuable upon the hypothetical conversion of the 21,390 Series A Preferred Shares owned by the Reporting Person as of June 30, 2026.


SCHEDULE 13D




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) 23,953,522 Common Shares that may be deemed to be beneficially owned by the Reporting Person as of June 30, 2026, issuable upon the hypothetical conversion of 21,390 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 3,759,314 Common Shares outstanding as of June 30, 2026, as provided by the Issuer to the Reporting Person, and (ii) and the 23,953,522 Common Shares issuable upon the hypothetical conversion of the 21,390 Series A Preferred Shares owned by the Reporting Person as of June 30, 2026.


SCHEDULE 13D


Atlantis Holding Corp. /RMI/
Signature:/s/ Ismini Panagiotidi
Name/Title:Ismini Panagiotidi / President and Sole Director
Date:07/02/2026
Ismini Panagiotidi
Signature:/s/ Ismini Panagiotidi
Name/Title:Ismini Panagiotidi
Date:07/02/2026

Source: View Original Filing on SEC EDGAR