[SC TO-T/A] Performance Shipping Inc. Amended Third-Party Tender Offer

Rhea-AI Filing Summary

Sphinx Investment Corp., together with Maryport Navigation Corp. and George Economou, filed Amendment No. 12 updating their tender offer for all common shares of Performance Shipping Inc. (PSHG).

The offer remains at $3.00 in cash per share, without interest and less applicable withholding taxes, for all issued and outstanding common shares, including associated preferred stock purchase rights. The amendment mainly refreshes disclosure and adds a new exhibit, a press release dated February 11, 2026, while incorporating all prior offer documents and terms.

The filing also reiterates that Sphinx, through its ownership structure, beneficially owns 1,033,859 common shares, representing 8.3% of the class, based on 12,432,158 shares outstanding as of November 24, 2025, as reported by the company.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 12)

Performance Shipping Inc.

(Name of Subject Company (Issuer))

Sphinx Investment Corp.

(Offeror)

Maryport Navigation Corp.

(Parent of Offeror)

George Economou

(Affiliate of Offeror)

(Names of Filing Persons)

Common shares, $0.01 par value

(including the associated Preferred stock purchase rights)

(Title of Class of Securities)

Y67305154

(CUSIP Number of Class of Securities)

Kleanthis Spathias

c/o Levante Services Limited

Leoforos Evagorou 31, 2^nd Floor, Office 21

1066 Nicosia, Cyprus

+35 722 010610

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

Richard M. Brand

Kiran S. Kadekar

White & Case LLP

1221 Avenue of Americas

New York, NY 10020

(212) 819-8200

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

x amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 17 to the Schedule 13D filed by Sphinx Investment Corp. (the “Offeror”), Maryport Navigation Corp. and Mr. George Economou on August 25, 2023 (and amended on August 31, 2023, September 5, 2023 and September 15, 2023, further amended twice on each of October 11, 2023 and October 30, 2023, and further amended on November 15, 2023, December 5, 2023, March 26, 2024, June 27, 2024, August 15, 2024, September 17, 2024, December 12, 2024, February 5, 2025 and July 31, 2026) in respect of the Common Shares of the Company.

CUSIP No. Y67305154

	1.	Names of Reporting Persons Sphinx Investment Corp.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			¨
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Republic of the Marshall Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 1,033,859*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 1,033,859*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,033,859*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 8.3%**
	14.	Type of Reporting Person (See Instructions) CO

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou.

** Based on the 12,432,158 Common Shares stated by the Issuer as being outstanding as at November 24, 2025 in Exhibit 99.1 to Form 6-K filed with the United States Securities and Exchange Commission (the “SEC”) on December 2, 2025 (the “Form 6-K”).

CUSIP No. Y67305154

	1.	Names of Reporting Persons Maryport Navigation Corp.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			¨
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Liberia
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 1,033,859*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 1,033,859*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,033,859*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 8.3%**
	14.	Type of Reporting Person (See Instructions) CO

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. 

** Based on the 12,432,158 Common Shares stated by the Issuer as being outstanding as at November 24, 2025 in its Form 6-K.

CUSIP No. Y67305154 

	1.	Names of Reporting Persons George Economou
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check Box 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
			8.	Shared Voting Power 1,033,859*
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 1,033,859*
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,033,859*
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 8.3%**
	14.	Type of Reporting Person (See Instructions) IN

* All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. 

** Based on the 12,432,158 Common Shares stated by the Issuer as being outstanding as at November 24, 2025 in its Form 6-K.

This Amendment No. 12 (this “Amendment No. 12”) is filed by the Offeror (as defined below), Maryport (as defined below) and Mr. George Economou and amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2023 and amended and supplemented pursuant to Amendment No. 1 and Amendment No. 2, each of which was filed with the SEC on October 30, 2023, Amendment No. 3 which was filed with the SEC on November 15, 2023, Amendment No. 4 which was filed with the SEC on December 5, 2023, Amendment No. 5 which was filed with the SEC on March 26, 2024, Amendment No. 6 which was filed with the SEC on June 27, 2024, Amendment No. 7 which was filed with the SEC on August 15, 2024, Amendment No. 8 which was filed with the SEC on September 17, 2024, Amendment No. 9 which was filed with the SEC on December 12, 2024, Amendment No. 10 which was filed with the SEC on February 5, 2025, and Amendment No. 11 which was filed with the SEC on July 31, 2025 (such original Tender Offer Statement on Schedule TO as so amended and supplemented (including any exhibits and annexes attached thereto), the “Original Schedule TO”), and as hereby amended and supplemented (including by the exhibits and annexes hereto), together with any subsequent amendments and supplements thereto, this “Schedule TO”) by Sphinx Investment Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Offeror”), Maryport Navigation Corp., a corporation organized under the laws of the Republic of Liberia that is the direct parent of the Offeror (“Maryport”), and Mr. George Economou, who directly owns Maryport and controls each of the Offeror and Maryport. This Schedule TO relates to the tender offer by the Offeror to purchase all of the issued and outstanding common shares, par value $0.01 per share (the “Common Shares”), of Performance Shipping Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Stockholders’ Rights Agreement, dated as of December 20, 2021, between the Company and Computershare Inc. as Rights Agent (as it may be amended from time to time)), for $3.00 per Share in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in (a) the Amended and Restated Offer to Purchase, dated October 30, 2023, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(G), as amended and supplemented by the Supplement to the Amended and Restated Offer to Purchase dated December 5, 2023, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(O) (the “Offer to Purchase”), (b) the related revised Letter of Transmittal, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(H) (the “Letter of Transmittal”), and (c) the related revised Notice of Guaranteed Delivery, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(I) (the “Notice of Guaranteed Delivery”) (which three documents, including any amendments or supplements thereto, collectively constitute the “Offer”).

As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 16 to the Schedule 13D filed by the Offeror, Maryport and Mr. Economou on August 25, 2023 (and amended on August 31, 2023, September 5, 2023 and September 15, 2023, further amended twice on each of October 11, 2023 and October 30, 2023, and further amended on November 15, 2023, December 5, 2023, March 26, 2024, June 27, 2024, August 15, 2024, September 17, 2024, December 12, 2024, February 5, 2025, and July 31, 2025) in respect of the Common Shares.

This Amendment No. 12 is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 12 by reference. Capitalized terms used and not otherwise defined in this Amendment No. 12 shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.

Items 1 through 9 and Item 11

1. The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following paragraph thereto:

“On February 11, 2026, the Offeror announced that it has extended the Expiration Date and Time to 11:59 p.m., New York City time, on September 18, 2026. The Offer was previously scheduled to expire at 11:59 p.m., New York City time, on February 11, 2026. The Tender Offer Agent has advised the Offeror that as of 5:00 p.m., New York City time, on February 10, 2026, the last full trading day prior to the announcement of the extension of the Offer, 1,944,483 Shares had been validly tendered into the Offer and not validly withdrawn. The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(V) and is incorporated herein by reference.”  

2. The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as set forth below:

All references to “11:59 p.m., New York City time, on February 13, 2026” set forth in the Amended and Restated Offer to Purchase (Exhibit (a)(1)(G)), Supplement to Amended and Restated Offer to Purchase dated December 5, 2023 (Exhibit (a)(1)(O)), Form of revised Letter of Transmittal (Exhibit (a)(1)(H)), Form of revised Notice of Guaranteed Delivery (Exhibit (a)(1)(I)), Form of revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(J)) and Form of revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(K)) shall be replaced with “11:59 p.m., New York City time, on September 18, 2026”.

3. The information set forth in the section of the Offer to Purchase entitled “SUMMARY TERM SHEET” is hereby amended and supplemented by deleting the fourth sentence of the discussion set forth under the caption “WHO IS OFFERING TO BUY MY SHARES?” in its entirety and replacing it with the following:

“The Offeror, Maryport and Mr. Economou beneficially own an aggregate of approximately 8.3% of the issued and outstanding Shares, based on the number of Shares publicly disclosed by the Company as outstanding as of November 24, 2025.”

4. The information set forth in the section of the Offer to Purchase entitled “SUMMARY TERM SHEET” is hereby amended and supplemented by deleting the last sentence of the discussion set forth under the caption “WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?” in its entirety and replacing it with the following:

“According to Exhibit 99.1 to Form 6-K, which was filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 2, 2025, there were 12,432,158 Common Shares outstanding as of November 24, 2025.”

5. The information set forth in the section of the Offer to Purchase entitled “SUMMARY TERM SHEET” is hereby amended and supplemented by deleting the discussion set forth under the caption “WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?” in its entirety and replacing it with the following:

“On October 10, 2023, the last full trading day before the commencement of the Offer, the closing price of the Shares on the Nasdaq Capital Market was $1.68 per Share. On February 10, 2026, the last full trading day before the filing of Amendment No. 12 to Schedule TO, the closing price of Common Shares reported on the Nasdaq Capital Market was $1.99 per Share. The Offer represents a premium of 78.6% over the Company’s closing Share price on October 10, 2023, and a premium of 50.7% over the Company’s closing Share price on February 10, 2026. We advise you to obtain a recent quotation for the Shares and further consult with your financial and other advisors in deciding whether to tender your Shares. See Section 6 of the Offer to Purchase - “PRICE RANGE OF THE SHARES; DIVIDENDS”.”

6. The information set forth in the section of the Offer to Purchase entitled “INTRODUCTION” is hereby amended and supplemented by deleting the eighth full paragraph thereof in its entirety and replacing it with the following:

“According to Exhibit 99.1 to Form 6-K filed by the Company with the SEC on December 2, 2025, there were 12,432,158 Common Shares outstanding as of November 24, 2025. See Section 12 of the Offer to Purchase – “CERTAIN EFFECTS OF THE OFFER”.”

7. The information set forth in Section 7 of the Offer to Purchase entitled “CERTAIN INFORMATION CONCERNING THE COMPANY” is hereby amended and supplemented by deleting the third full paragraph thereof in its entirety and replacing it with the following:

“According to Exhibit 99.1 to Form 6-K filed by the Company with the SEC on December 2, 2025, there were 12,432,158 Common Shares outstanding as of November 24, 2025.”

8. The information set forth in Section 8 of the Offer to Purchase entitled “CERTAIN INFORMATION CONCERNING THE OFFEROR” is hereby amended and supplemented by deleting the seventh full paragraph thereof in its entirety and replacing it with the following:

“The Offeror, Maryport and Mr. Economou beneficially own, in the aggregate, 1,033,859 Common Shares representing approximately 8.3% of the issued and outstanding Shares. The foregoing percentage is based upon the 12,432,158 Shares stated by the Company as being outstanding as of November 24, 2025 in Exhibit 99.1 to Form 6-K filed by the Company with the SEC on December 2, 2025.”

9. Section 10 of the Offer to Purchase entitled “BACKGROUND OF THE OFFER; PAST CONTACTS OR NEGOTIATIONS WITH THE COMPANY” is hereby supplemented by adding the following to the end thereof:

“On February 11, 2026, the Offeror filed Amendment No. 12 to Schedule TO with respect to the Offer.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

Exhibit	Description
(a)(1)(V)	Press Release issued by Sphinx Investment Corp. on February 11, 2026 (filed herewith).

SIGNATURES

After due 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.

Date: February 11, 2026

SPHINX INVESTMENT CORP.
By: Levante Services Limited
By:	/s/ Kleanthis Costa Spathias
Kleanthis Costa Spathias
Director
MARYPORT NAVIGATION CORP.
By: Levante Services Limited
By:	/s/ Kleanthis Costa Spathias
Kleanthis Costa Spathias
Director
George Economou
/s/ George Economou
George Economou

EXHIBIT INDEX

Exhibit		Description
(a)(1)(A)		Offer to Purchase*
(a)(1)(B)		Form of Letter of Transmittal*
(a)(1)(C)		Form of Notice of Guaranteed Delivery*
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)		Form of Summary Advertisement as published in the New York Times on October 11, 2023 *
(a)(1)(G)		Amended and Restated Offer to Purchase*
(a)(1)(H)		Form of revised Letter of Transmittal*
(a)(1)(I)		Form of revised Notice of Guaranteed Delivery*
(a)(1)(J)		Form of revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(K)		Form of revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(L)		Complaint filed by Sphinx Investment Corp. in the Supreme Court of the State of New York located in the County of New York*
(a)(1)(M)		Press Release issued by Sphinx Investment Corp. on October 30, 2023*
(a)(1)(N)		Press Release issued by Sphinx Investment Corp. on November 15, 2023*
(a)(1)(O)		Supplement to Amended and Restated Offer to Purchase dated December 5, 2023*
(a)(1)(P)		Press Release issued by Sphinx Investment Corp. on March 26, 2024*
(a)(1)(Q)		Press Release issued by Sphinx Investment Corp. on June 27, 2024*
(a)(1)(R)		Complaint filed by Sphinx Investment Corp. in the High Court of the Republic of the Marshall Islands on August 13, 2024 (and stamped by such Court as received on August 15, 2024)*
(a)(1)(S)		Press Release issued by Sphinx Investment Corp. on September 17, 2024*
(a)(1)(T)		Press Release issued by Sphinx Investment Corp. on February 5, 2025*
(a)(1)(U)		Press Release Issued by Sphinx Investment Corp. on July 31, 2025*
(a)(1)(V)		Press Release Issued by Sphinx Investment Corp. on February 11, 2026**
(b)		Not applicable.
(d)		Not applicable.
(g)		Not applicable.
(h)		Not applicable.
107		Filing Fee Table*

*   Previously filed 

** Filed herewith

FAQ

What does Sphinx Investment Corp.’s latest amendment mean for PSHG shareholders?

The amendment keeps Sphinx’s cash tender offer for all PSHG common shares at $3.00 per share. It mainly updates disclosures, incorporates prior offer documents, and adds a new February 11, 2026 press release as an exhibit, without changing headline economic terms.

What price is being offered for Performance Shipping (PSHG) shares?

Sphinx Investment Corp. is offering $3.00 in cash per PSHG share, without interest and less any applicable withholding taxes. The offer covers all issued and outstanding common shares, including associated preferred stock purchase rights under the company’s stockholders’ rights agreement.

How many Performance Shipping (PSHG) shares does Sphinx beneficially own?

Sphinx Investment Corp. and its affiliates report beneficial ownership of 1,033,859 PSHG common shares, representing 8.3% of the class. This percentage is calculated using 12,432,158 common shares outstanding as of November 24, 2025, as disclosed by Performance Shipping.

Who controls the tender offer for Performance Shipping (PSHG)?

The offer is made by Sphinx Investment Corp., a Marshall Islands company wholly owned by Maryport Navigation Corp., which is controlled by George Economou. Economou directly owns Maryport and, through it, controls Sphinx and the tender offer structure.

Does Amendment No. 12 change the main terms of the PSHG tender offer?

Amendment No. 12 states that all terms of the offer and prior disclosures remain unchanged, except as specifically updated. The $3.00 per share cash consideration and the scope of purchasing all outstanding common shares continue as previously described.

What new exhibit was added in the latest PSHG tender offer amendment?

The amendment adds Exhibit (a)(1)(V), a press release issued by Sphinx Investment Corp. on February 11, 2026. All earlier offer to purchase documents, letters of transmittal, notices, and prior press releases remain part of the overall tender offer materials.