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Rubico sets 0.5-for-1 stock dividend, cuts warrant prices 33%

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Rubico Inc. (RUBI) has a prospectus supplement covering up to 50,000,000 common shares under its Form F-1 registration, updating the document with new information from a September 2026 Form 6-K. The update centers on a newly declared stock dividend and related warrant adjustments.

The board has declared a stock dividend of 0.50 common shares for each common share outstanding, with shareholders of record on September 28, 2026 to receive the additional shares on or about October 5, 2026. No fractional shares will be issued; fractions will be settled in cash at the Nasdaq Capital Market closing price on the Record Date. Under the terms of Rubico’s outstanding warrants, the stock dividend will reduce warrant exercise prices by 33.33% and increase the number of shares issuable on exercise by 50%. Rubico also highlights its current fleet of two Suezmax tankers, contracted MR tanker newbuildings and a megayacht it intends to divest.

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Filing Explained

This filing updates Rubico’s registration disclosure with the September 17 Form 6-K; it does not report that the up-to-50,000,000 registered common shares were offered or sold, while the declared dividend and warrant adjustments remain scheduled.

Registered common shares Up to 50,000,000 shares Common shares covered by Rubico’s Form F-1 prospectus and this supplement
Stock dividend ratio 0.50 common shares per share Stock dividend declared by Rubico’s board
Record Date September 28, 2026 Shareholders of record on this date entitled to the stock dividend
Expected Distribution Date October 5, 2026 Date stock dividend is expected to be distributed
Warrant exercise price adjustment 33.33% reduction Exercise price of all Rubico warrants after the stock dividend Record Date
Warrant shares increase 50% increase Number of common shares issuable on exercise of warrants after adjustment
Current Suezmax tankers 2 vessels, 157,000 dwt each Existing eco Suezmax tanker fleet owned and operated by Rubico
MR tanker newbuildings Two 47,499 dwt (plus one under share purchase) Two MR tanker newbuildings for 2029 and one additional MR newbuilding via share purchase agreement
stock dividend financial
"declared a stock dividend of 0.50 common shares for each common share"
A stock dividend is when a company gives its existing shareholders extra shares instead of cash. It’s like receiving more pieces of the same pie rather than a bigger piece of money, which can increase the number of shares you own but usually doesn’t change the total value of your investment right away. Investors care about it because it can signal the company's growth and affect the stock’s price.
Record Date financial
"shareholders of record as of the close of business on September 28, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Distribution Date financial
"distributed on or about October 5, 2026 (the “Distribution Date”)"
The distribution date is the day a company, fund, or trust actually pays out cash or other assets to its shareholders or unitholders. Think of it as the payday when owners receive dividends, interest, or capital gains distributions; it matters to investors because it determines when you get the money, can affect the security’s price that day, and has tax and cash-flow consequences.
due bill trading procedures financial
"As a result of “due bill” trading procedures expected to be established"
forward-looking statements regulatory
"Matters discussed in this press release may constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What did Rubico Inc. (RUBI) announce in this prospectus supplement and Form 6-K?

Rubico Inc. announced that it updated its F-1 prospectus for up to 50,000,000 common shares to incorporate a Form 6-K, which reports a 0.50-for-1 stock dividend and related adjustments to the company’s outstanding warrants.

What is the size and timing of Rubico’s (RUBI) stock dividend?

Rubico’s board declared a stock dividend of 0.50 common shares for each common share outstanding, with a Record Date of September 28, 2026 and distribution expected on or about October 5, 2026.

How will Rubico (RUBI) handle fractional shares from the stock dividend?

Rubico will not issue fractional shares. Any fractional shares resulting from the 0.50-for-1 stock dividend will be paid in cash, based on the closing price of the company’s common shares on the Nasdaq Capital Market on the September 28, 2026 Record Date.

How does the stock dividend affect Rubico’s outstanding warrants?

Immediately after the Record Date, the exercise price of all Rubico warrants will be reduced by 33.33%, and the number of common shares issuable upon exercise will increase by 50%, in accordance with the existing warrant terms.

When will Rubico (RUBI) shares trade on a stock dividend-adjusted basis?

Rubico’s common shares are expected to begin trading on the Nasdaq Capital Market on a stock dividend-adjusted basis on or about October 6, 2026, after the October 5, 2026 Distribution Date for the stock dividend.

What is Rubico’s (RUBI) current fleet and newbuilding pipeline?

Rubico currently owns and operates two eco 157,000 dwt Suezmax tankers, has two 47,499 dwt MR tanker newbuildings scheduled for delivery in 2029, a 60-meter megayacht scheduled for 2027 that it intends to divest, and has agreed to acquire a company owning another 47,499 dwt MR tanker newbuilding.

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

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Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-295199

Registration No. 333-297277

 

PROSPECTUS SUPPLEMENT NO. 9

(TO PROSPECTUS DATED MAY 1, 2026)

 

Up to 50,000,000 Common Shares

 

RUBICO INC.

 

This is a supplement (the “Prospectus Supplement”) to the prospectus, dated May 1, 2026 (as supplemented or amended from time to time, the “Prospectus”) of Rubico Inc. (the “Company”), which forms a part of the Company’s Registration Statement on Form F-1 (Registration Nos. 333-295199 and 333-297277), as amended from time to time.

 

This Prospectus Supplement is being filed to update and supplement the information included in the Prospectus with the information contained in the Company’s Report on Form 6-K, furnished to the U.S. Securities and Exchange Commission (the “Commission”) on September 17, 2026 (the “Form 6-K”). Accordingly, the Form 6-K is attached to this Prospectus Supplement.

 

This Prospectus Supplement should be read in conjunction with, and delivered with, the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained in the Prospectus.

 

This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is September 17, 2026.

 

 

 

 

 

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 September 2026

Commission File Number: 001-42684

Rubico Inc.
(Translation of registrant's name into English)

20 Iouliou Kaisara Str
19002, Paiania
Athens - Greece

(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 [ X ]      Form 40-F [   ]

 

 

 

 

On September 17, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit 99.1. Press release dated September 17, 2026.

The information contained in this Report is hereby incorporated by reference into the Registrant’s registration statement on Form F-3 (File No. 333-297207).

 

 

 

 

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.

      Rubico Inc.    
  (Registrant)
   
  
Date: September 17, 2026     /s/ Nikolaos Papastratis    
  Nikolaos Papastratis
  Chief Financial Officer
  

 

 

 

 

EXHIBIT 99.1

 

Rubico Announces Stock Dividend of 0.50 Common Shares for Each Outstanding Common Share with a Record Date of September 28, 2026

 

ATHENS, Greece, Sept. 17, 2026 (GLOBE NEWSWIRE) -- Rubico Inc. (Nasdaq: RUBI) (the “Company” or “Rubico”), a global provider of shipping transportation services specializing in the ownership of vessels, announced today that its board of directors has declared a stock dividend of 0.50 common shares for each common share outstanding. The stock dividend will be distributed on or about October 5, 2026 (the “Distribution Date”) to shareholders of record as of the close of business on September 28, 2026 (the “Record Date”). No fractional shares will be issued in connection with the stock dividend; any fractional shares resulting from the stock dividend will be paid in cash based on the closing price of the Company’s common shares on the Nasdaq Capital Market on the Record Date.

 

In addition, in accordance with the terms of the Company’s outstanding warrants, as a result of the stock dividend, immediately after the Record Date the exercise price of all of the Company’s warrants will be reduced by 33.33% and the number of common shares issuable upon exercise of the warrants will be increased by 50%.

 

As a result of “due bill” trading procedures expected to be established by Nasdaq, any purchasers of our common shares in the market through the Distribution Date for the stock dividend, expected to be October 5, 2026, will be entitled to receive the stock dividend, and holders of our common shares will need to hold their shares through and including the Distribution Date in order to receive the stock dividend.

 

The Company’s common shares are expected to begin trading on the Nasdaq Capital Market on a stock dividend-adjusted basis on or about October 6, 2026.

 

About the Company

 

Rubico Inc. is a global provider of shipping transportation services specializing in the ownership of vessels. The Company is an international owner and operator of two modern, fuel efficient, eco 157,000 dwt Suezmax tankers. Furthermore, the Company owns two 47,499 dwt MR tanker newbuildings scheduled for delivery in the third and fourth quarters of 2029 and a 60-meter newbuilding megayacht scheduled for delivery in the second quarter of 2027, which the Company intends to divest. In addition, the Company has entered into a share purchase agreement to acquire a shipowning company that owns one high-specification 47,499 dwt MR tanker newbuilding scheduled for delivery in the second quarter of 2029, with closing of this share purchase agreement to occur by September 30, 2026.

 

The Company is incorporated under the laws of the Republic of the Marshall Islands and has executive offices in Athens, Greece. The Company's common shares trade on the Nasdaq Capital Market under the symbol “RUBI”.


Please visit the Company’s website at: https://rubicoinc.com/

 

For further information please contact:
Nikolaos Papastratis
Chief Financial Officer
Rubico Inc.
Tel: +30 210 812 8107
Email: npapastratis@rubicoinc.com

 

Forward-Looking Statements

 

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including statements regarding the declaration and payment of the stock dividend and the adjustment of the terms of the Company’s outstanding warrants.

 

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. Please see the Company’s filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

 

 

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