Robin Energy offers 1,000,000 shares at $3.00

Robin Energy Ltd. has amended its Schedule TO to reflect an issuer tender offer to purchase up to 1,000,000 common shares at $3.00 per share in cash, less withholding taxes.

Rhea-AI Filing Summary

Robin Energy Ltd. has amended its Schedule TO to reflect an issuer tender offer to purchase up to 1,000,000 common shares at $3.00 per share in cash, less withholding taxes. The Offer to Purchase and related Letter of Transmittal were first published on March 24, 2026, and this amendment is dated April 27, 2026.

Insights

Corporate Finance Analyst

Tender offer repurchases up to 1,000,000 shares at $3.00 each; timing and settlement mechanics govern uptake.

The company is pursuing an issuer buyback through a formal tender offer, offering $3.00 per share for up to 1,000,000 shares. The Offer to Purchase and Letter of Transmittal are the operative documents for holders to tender.

Execution depends on shareholder participation and the procedural conditions spelled out in the Offer documents; subsequent filings may disclose aggregate shares tendered and settlement details.

Key Figures

Shares offered: 1,000,000 shares Purchase price: $3.00/share Offer publication date: March 24, 2026 +2 more

5 metrics

Shares offered 1,000,000 shares maximum purchase under the tender offer

Purchase price $3.00/share net to seller in cash, less withholding taxes

Offer publication date March 24, 2026 date Offer to Purchase was published

Amendment date April 27, 2026 date of Amendment No. 1 to Schedule TO

Par value $0.001 per share common share par value disclosed in the filing

Key Terms

tender offer, Letter of Transmittal, Shareholder Protection Rights Agreement, Schedule TO

4 terms

tender offer financial

"offer by the Company to purchase up to 1,000,000 of its common shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Letter of Transmittal regulatory

"the Offer to Purchase and in the related Letter of Transmittal"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Shareholder Protection Rights Agreement legal

"associated preferred share purchase rights issued pursuant to the Shareholder Protection Rights Agreement"

A shareholder protection rights agreement is a legal contract that sets out specific safeguards for investors’ ownership stakes, such as limits on how shares can be sold, protections against dilution, and procedures for resolving disputes or major decisions. It matters to investors because it acts like an insurance policy or safety net—clarifying who gets a say, how value is preserved, and what happens if control or capital structure changes, which can directly affect the value and influence of their investment.

Schedule TO regulatory

"amends and supplements the Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Robin Energy's tender offer for RBNE?

Robin Energy is offering to buy up to 1,000,000 common shares at $3.00 per share. The offer was published on March 24, 2026 and is governed by the Offer to Purchase and Letter of Transmittal referenced in the Schedule TO amendment.

How will shareholders participate in the RBNE tender offer?

Shareholders must follow the Offer to Purchase and submit a completed Letter of Transmittal. The Schedule TO references a Notice of Guaranteed Delivery and letters to brokers and nominees for institutional and retail procedures.

Will Robin Energy receive shares or pay cash in the tender?

Robin Energy will pay cash net to sellers at $3.00 per share, less applicable withholding taxes. The amendment states the payment method is cash and that withholding taxes will reduce net proceeds to tendering holders.

Does the tender include any special rights or associated instruments?

The tender covers common shares including associated preferred share purchase rights. Those rights arise under the Shareholder Protection Rights Agreement, which the filing incorporates by reference to prior Form 20-F exhibits.

What filings supplement the Schedule TO amendment for this offer?

The amendment adds the Offer to Purchase, Letter of Transmittal, Notice of Guaranteed Delivery, and press releases dated March 24 and April 27, 2026. It also references the Shareholder Protection Rights Agreement and related agreements filed on Form 20-F.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 04:43 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

ROBIN ENERGY LTD.

(Name of Subject Company (Issuer))

ROBIN ENERGY LTD.

(Names of Filing Person(s) (Issuer))

Common Shares, Par Value $0.001 per share, including associated Preferred Share Purchase Rights

under the Shareholder Protection Rights Agreement

(Title of Class of Securities)

Y73118 112

(CUSIP Number of Class of Securities)

Petros Panagiotidis, Chairman and Chief Executive Officer

ROBIN ENERGY LTD.

223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus

Phone number: + 357 25 357 769

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

Behalf of Filing Person(s))

Copies to:

Finnbarr Murphy, Esq.

Goodwin Procter LLP

The New York Times Building

620 Eighth Avenue

New York, New York 10018

(212) 459-7257

March 24, 2026

(Date Tender Offer First Published, Sent or Given to Security Holders)

☐			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 this statement relates:
☐			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.
☐			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. ☐

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”), originally filed with the United States Securities and Exchange Commission (the “SEC”) by Robin Energy Ltd., a Marshall Islands corporation (“Robin” or the “Company”), on March 24, 2026, relating to the offer by the Company to purchase up to 1,000,000 of its common shares (the “Shares”) of its common stock, par value of $0.001 per share, including the associated preferred share purchase rights issued pursuant to the Shareholder Protection Rights Agreement, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent, at a price of $3.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 24, 2026 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which together constitute the “Offer.” This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

The Schedule TO is hereby amended and supplemented as follows:

Item 11.
Additional Information

Subsection (c) of “Item 11. Additional Information” is hereby amended by adding the following:

(c)
Other Material Information: On April 27, 2026, the Company issued a press release announcing the final results of the Offer, which expired at 5:00 P.M., Eastern time, on April 23, 2026. 1,909,473 Shares were validly tendered and not properly withdrawn prior to expiration of the Offer. The tender offer was oversubscribed. In accordance with the terms and conditions of the tender offer and based on the final count by the depositary, the Company accepted for payment an aggregate of 1,000,000 Common Shares including 339,775 “odd lots.” The Company accepted the shares on a pro rata basis, except for tenders of “odd lots,” which were accepted in full, in accordance with the terms of the Offer. A copy of such press release is filed as Exhibit (a)(5) to this Amendment No. 1 and is incorporated by reference herein.

Item 12.
Exhibits.

(a)			(a)(1)(A)*			Offer to Purchase dated March 24, 2026.
			(a)(1)(B)*			Letter of Transmittal.
			(a)(1)(C)*			Notice of Guaranteed Delivery.
			(a)(1)(D)*			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 24, 2026.
			(a)(1)(E)*			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated March 24, 2026.
			(a)(1)(F)*			Press Release dated March 24, 2026.
			(a)(2)			Not Applicable.
			(a)(3)			Not Applicable.
			(a)(4)			Not Applicable.
			(a)(5)**			Press Release dated April 27, 2026.
			(b)			Not Applicable.
			(d)(1)			Shareholder Protection Rights Agreement by and between Robin and Broadridge Corporate Issuer Solutions LLC., as rights agent (incorporated by reference to Exhibit 4.1 to Robin’s annual report on Form 20-F filed with the SEC on April 15, 2025).
			(d)(2)			Master Management Agreement by and among Robin, its shipowning subsidiaries and Castor Ships S.A. (incorporated by reference to Exhibit 4.3 to Robin’s annual report on Form 20-F filed with the SEC on April 15, 2025).
			(d)(3)			Contribution and Spin-Off Distribution Agreement between Toro Corp. and Robin, dated as of April 14, 2025 (incorporated by reference to Exhibit 4.2 to Robin’s annual report on Form 20-F filed with the SEC on April 15, 2025).
			(g)			Not Applicable.
			(h)			Not Applicable.
(b)			Not Applicable.
(c)*			Filing Fee Table.

*
Previously filed.

**
Filed herewith.

Item 13.
Information Required by Schedule 13E-3.

Not Applicable.

SIGNATURE

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.

ROBIN ENERGY LTD.
By:			/s/ Petros Panagiotidis
Name:			Petros Panagiotidis
Title:			Chairman and Chief Executive Officer
			Dated: April 27, 2026