TOP Ships amends payment and Dubai option terms

TOP Ships Inc. reports amending two related-party arrangements with entities affiliated with CEO Evangelos J. Pistiolis.

Rhea-AI Filing Summary

TOP Ships Inc. reports amending two related-party arrangements with entities affiliated with CEO Evangelos J. Pistiolis. The company extended the due date on a $16.1 million remaining balance owed to Central Mare for nine tanker-owning SPVs under a $41.1 million acquisition, pushing payment out to July 31, 2026.

TOP Ships also extended to July 31, 2026 the expiration of an option to buy a Dubai residential real estate portfolio with an estimated value above $200.0 million at a 10% discount. The company has made advance payments totaling $23.5 million, which will either reduce the purchase price if the option is exercised or be refunded if it is not.

Key Figures

Tanker SPVs purchase price: $41.1 million Cash settled for Tanker SPVs: $11.0 million Series G shares consideration: $14.0 million +5 more

8 metrics

Tanker SPVs purchase price $41.1 million Aggregate price for nine Tanker SPVs from Central Mare

Cash settled for Tanker SPVs $11.0 million Portion of tanker acquisition paid in cash

Series G shares consideration $14.0 million Portion of tanker acquisition paid via Series G Perpetual Convertible Preferred Shares

Outstanding tanker balance $16.1 million Balance now due by July 31, 2026 after amendment

Dubai portfolio value In excess of $200.0 million Estimated aggregate market value of Dubai residential assets

Dubai option advances $23.5 million Total advance payments (9.0, 2.5, 12.0 million) toward option

Dubai option discount 10% discount to fair market value Discount level based on two independent appraisals

Extended deadlines July 31, 2026 New due date for tanker balance and Dubai option expiry

Key Terms

related-party transactions, Series G Perpetual Convertible Preferred Shares, Exclusive Right and Option Agreement, fair market value, +1 more

5 terms

related-party transactions financial

"to amend two previously disclosed related-party transactions"

Transactions between a company and people or entities with close ties to it — such as executives, board members, major shareholders, family members, or affiliate companies — where one side may have influence over the deal. Investors care because these arrangements can favor insiders, hide costs or benefits, and distort a company’s true performance; think of it like a referee also being a player in the game, which raises questions about fairness and risk.

Series G Perpetual Convertible Preferred Shares financial

"settled via an issuance of our Series G Perpetual Convertible Preferred Shares"

Exclusive Right and Option Agreement financial

"The second amendment relates to the Exclusive Right and Option Agreement between the Company and Evangelos J. Pistiolis"

fair market value financial

"at a 10% discount to fair market value as determined by two independent appraisals"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

registration statements on Form F-3 regulatory

"incorporated by reference into the Company's registration statements on Form F-3"

FAQ

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

What related-party tanker transaction did TOPS amend in this 6-K?

TOP Ships amended the payment terms on a related-party acquisition of nine tanker-owning SPVs from Central Mare for $41.1 million. It extended the deadline to pay the remaining $16.1 million balance to July 31, 2026, easing near-term cash timing.

How much has TOP Ships already paid for the tanker SPVs acquired from Central Mare?

TOP Ships has settled $25.0 million of the $41.1 million purchase price, including $11.0 million in cash and $14.0 million through Series G Perpetual Convertible Preferred Shares. The remaining $16.1 million is now due by July 31, 2026 after the amendment.

What is the size of the Dubai real estate portfolio option mentioned for TOPS?

The Dubai portfolio covered by the option has an estimated aggregate market value in excess of $200.0 million. TOP Ships can acquire all or part of it at a 10% discount to fair market value, based on two independent appraisals under the agreement.

How much has TOP Ships advanced toward the Dubai real estate option?

TOP Ships has made advance cash payments totaling $23.5 million for the Dubai option: $9.0 million, $2.5 million, and $12.0 million on three dates. These amounts will be credited to the purchase price or refunded if the option is not exercised.

Until when can TOPS exercise its Dubai real estate option after the amendment?

The option expiration date for the Dubai residential real estate portfolio has been extended to July 31, 2026. This follows earlier extensions and gives TOP Ships more time to assess the investment amid evolving Middle East geopolitical conditions and trade disruptions.

Why did TOP Ships seek an extension of the Dubai property option deadline?

TOP Ships requested more time to evaluate the Dubai investment’s potential benefits given changing geopolitical conditions in the Middle East. The company cites hostilities, regional tensions, trade and logistics disruptions, and resulting uncertainty about the investment climate as reasons for extending the option.

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

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Accepted by SEC EDGAR 05/29/2026 - 04:15 PM EDT Learn about SEC filing dates

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 May 2026

Commission File Number: 001-37889

TOP SHIPS 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 May 29, 2026, TOP Ships Inc. (the "Company") entered into (i) an agreement with Central Mare Inc. ("Central Mare"), a company affiliated with Mr. Evangelos J. Pistiolis, our President, Chief Executive Officer and Director, and (ii) an agreement with Mr. Evangelos J. Pistiolis, to amend two previously disclosed related-party transactions.

The first amendment relates to the balance owed to Central Mare in connection with the Company's acquisition of certain entities (the "Tanker SPVs") from Central Mare pursuant to a Share Purchase Agreement by and between the Company and Central Mare dated February 18, 2026. Each Tanker SPV is party to a shipbuilding contract dated February 3, 2026 with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the construction of one 47,499 dwt MR chemical/product oil tanker, for a total of nine vessels. The aggregate purchase price for the Tanker SPVs was $41.1 million, of which $11.0 million has been settled in cash and $14.0 million has been settled via an issuance of our Series G Perpetual Convertible Preferred Shares. The outstanding balance of $16.1 million was originally due on April 15, 2026. That payment deadline was extended on that date to May 31, 2026 and, pursuant to the May 29, 2026 amendment, the deadline has been further extended to July 31, 2026.

The second amendment relates to the Exclusive Right and Option Agreement between the Company and Evangelos J. Pistiolis dated November 21, 2025 that grants the Company the exclusive right and option to acquire all or a portion of a portfolio of residential real estate assets in Dubai, which has an estimated aggregate market value in excess of $200.0 million, at a 10% discount to fair market value as determined by two independent appraisals. The Company made advance cash payments of $9.0 million, $2.5 million and $12.0 million on November 24, 2025, December 2, 2025 and January 5, 2026, respectively, which will be credited against the acquisition price if the option is exercised or refunded if it is not. The option was originally set to expire 90 days following the first advance payment, and on March 24, 2026 the expiration date was extended to May 31, 2026. Pursuant to the May 29, 2026 amendment, the expiration date has been further extended to July 31, 2026. The Company requested the extension to allow further evaluation of the investment's potential benefits in light of evolving geopolitical conditions in the Middle East, including hostilities, heightened regional tensions, disruptions to regional trade and logistics, and the resulting uncertainty regarding the investment climate.

The information contained in this Report is hereby incorporated by reference into the Company's registration statements on Form F-3 (File Nos. 333-290238, 333-268475 and 333-267545).

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.

		TOP SHIPS INC.
		(Registrant)
Date: May 29, 2026		/s/ Evangelos J. Pistiolis
		Evangelos J. Pistiolis
		Chief Executive Officer