Major TOP Ships (TOPS) holders revise 13D as voting and ownership shift

Q: What is Evangelos J. Pistiolis’ reported ownership in TOPS after Amendment No. 40?

Evangelos J. Pistiolis reports beneficial ownership of 440,711 common shares of TOP Ships Inc. This stake represents approximately 8.12% of the 5,430,519 common shares outstanding as of March 31, 2026, with sole voting and dispositive power over these shares.

Q: How many TOPS common shares were outstanding as of March 31, 2026?

According to information from TOP Ships Inc., there were 5,430,519 common shares issued and outstanding as of March 31, 2026 . The beneficial ownership percentages reported in Amendment No. 40 are calculated using this total share count provided by the company.

Q: What are TOP Ships’ Series D Preferred Stock voting rights?

TOP Ships’ Series D Preferred Stock , 100,000 shares issued to Tankers Family Inc., grants strong voting rights. Each preferred share carries the voting power of 1,000 common shares , has no conversion or economic rights , and its voting power is not adjusted for common stock splits or dividends.

Q: What are the key terms of TOP Ships’ Series G Preferred Stock?

On March 31, 2026, TOP Ships issued 14,000 Series G Preferred shares to Central Mare Inc. Each carries voting power equal to 1,000 common shares , but aggregate voting power for any beneficial owner and affiliates is capped at 19.99% . The issuer may convert these preferred shares into common shares subject to conditions.

Q: Does Amendment No. 40 state that the TOPS reporting persons form a group?

The filing notes that if they were deemed a Section 13(d) group , they would beneficially own 3,371,429 common shares , about 62.08% of voting power. However, each reporting person expressly disclaims that they form a group or are beneficial owners of all such shares.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

TOP Ships Inc. insiders and related entities filed Amendment No. 40 to update their Schedule 13D after a change in ownership percentages. The filing reports that Family Trading Inc. and 3 Sororibus Trust each beneficially own 2,930,718 common shares, or about 53.97% of TOP Ships’ outstanding common stock as of March 31, 2026. CEO Evangelos J. Pistiolis separately beneficially owns 440,711 common shares, or about 8.12%, on the same share count of 5,430,519 shares outstanding.

The amendment explains that their beneficial ownership percentages decreased because TOP Ships issued 804,322 new common shares between February 24 and March 12, 2026 under an at-the-market program. It also describes two voting-only preferred share classes: 100,000 Series D preferred shares issued in 2017, each carrying the voting power of 1,000 common shares and no economic rights, and 14,000 Series G preferred shares issued on March 31, 2026 to an affiliate of Mr. Pistiolis’ family, also with 1,000 common-share votes per preferred share, subject to a 19.99% aggregate voting power cap and an issuer conversion right into common shares.

Key Figures

Family Trading stake: 2,930,718 shares (53.97%) 3 Sororibus Trust stake: 2,930,718 shares (53.97%) CEO Evangelos Pistiolis stake: 440,711 shares (8.12%) +5 more

8 metrics

Family Trading stake 2,930,718 shares (53.97%) Beneficial ownership of TOP Ships common stock as of March 31, 2026

3 Sororibus Trust stake 2,930,718 shares (53.97%) Beneficial ownership of TOP Ships common stock as of March 31, 2026

CEO Evangelos Pistiolis stake 440,711 shares (8.12%) Beneficial ownership of TOP Ships common stock as of March 31, 2026

Shares outstanding 5,430,519 shares TOP Ships common shares issued and outstanding as of March 31, 2026

New shares issued under ATM 804,322 shares Common shares issued February 24–March 12, 2026 under ATM program

Series D Preferred Stock 100,000 shares Each share has voting power of 1,000 TOP Ships common shares

Series G Preferred Stock 14,000 shares Each share has voting power of 1,000 common shares; 19.99% cap

Hypothetical group holdings 3,371,429 shares (62.08%) If reporting persons were deemed a Section 13(d) group as of March 31, 2026

Key Terms

beneficially own, ATM, Series D Preferred Stock, Series G Preferred Stock, +2 more

6 terms

beneficially own financial

"Family Trading may be deemed to beneficially own 2,930,718 Common Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

ATM financial

"issuance of 804,322 Common Shares by the Issuer ... pursuant to sales completed under the ATM"

Series D Preferred Stock financial

"the Issuer issued 100,000 shares of Series D Preferred Stock to Tankers Family Inc."

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

Series G Preferred Stock financial

"the Issuer issued 14,000 shares of Series G Preferred Stock to Central Mare Inc."

Series G preferred stock is a specific class of preferred shares identified by the letter G that carries priority rights over common stock, typically around dividend payments and how proceeds are distributed if a company is sold or liquidated. Think of it like a reserved lane in a parking garage: holders get priority access to payouts and sometimes fixed dividends or the option to convert into common shares, so its exact financial impact depends on the contract terms and matters to investors because it affects potential returns, risk and ownership dilution.

Section 13(d) group financial

"If the Reporting Persons were deemed to have formed a Section 13(d) group"

voting power financial

"One share of Series D Preferred Stock has the voting power of 1,000 Common Shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

04/01/2026 - 06:13 AM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 40)

TOP SHIPS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y8897Y230

(CUSIP Number)

Pinelopi Athanasia Platsouka
11 Kanari Street,
Athens, J3, 106 71
30 210 364 0030

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

02/24/2026

(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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.01 per share

(b)

Name of Issuer:

TOP SHIPS INC.

(c)

Address of Issuer's Principal Executive Offices:

20 Iouliou Kaisara Str, Paiania, Athens, GREECE , 19002.

Item 1 Comment:

Explanatory Note: This Amendment No. 40 (this "Amendment No. 40") amends and supplements the Schedule 13D/A filed with the U.S. Securities and Exchange Commission (the "Commission") by Mr. Evangelos J. Pistiolis, Family Trading Inc. ("Family Trading") and 3 Sororibus Trust (the "Trust") on February 14, 2024 (as amended, the "Schedule 13D"). This Amendment No. 40 is being filed on behalf of Mr. Evangelos J. Pistiolis, Family Trading and 3 Sororibus Trust (collectively, the "Reporting Persons"). This Amendment No. 40 is being filed to reflect a decrease in beneficial ownership of Common Shares (as defined in Item 1) by the Reporting Persons as a result of the issuance of 804,322 Common Shares by the Issuer (as defined in Item 1) from February 24, 2026 through March 12, 2026 pursuant to sales completed under the equity distribution agreement dated May 24, 2024 between the Issuer and Maxim Group LLC (the "ATM"). Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D/A filed with the Commission on February 14, 2024. Item 1. Security and Issuer This Amendment No. 40 is being filed with respect to the shares of common stock, par value $0.01 per share (the "Common Shares") of TOP Ships Inc., a corporation incorporated in the Marshall Islands (the "Issuer"). The address of the principal executive offices of the Issuer is: 20 Iouliou Kaisara Str 19002 Paiania, Athens Greece

Item 2.

Identity and Background

(a)

(a, b, c and f.) The business address of the Trust is Giagkou Tornariti 8, 3035 Limassol, Cyprus. The Trust is an irrevocable trust established under the laws of Cyprus for the benefit of certain family members of Evangelos Pistiolis, the President, Chief Executive Officer and Director of the Issuer. Alexandros Economou is the trustee (the "Trustee") of the Trust. The Trust is the sole shareholder of Family Trading. Except as set forth herein, there are no material changes to this Item 2 from the Schedule 13D/A filed by the Reporting Persons with the Commission on February 14, 2024.

(b)

Item 2(a) of this Amendment No. 40 is incorporated by reference into this Item 2(b).

(c)

Item 2(a) of this Amendment No. 40 is incorporated by reference into this Item 2(c).

(d)

(d. and e.) To the best of the Reporting Persons' knowledge, none of the persons listed in Item 2, including the Trustee, have, during the last five years been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(e)

Item 2(d) of this Amendment No. 40 is incorporated by reference into this Item 2(e).

(f)

Item 2(a) of this Amendment No. 40 is incorporated by reference into this Item 2(f).

Item 3.

Source and Amount of Funds or Other Consideration

This Amendment No. 40 is being filed to reflect a decrease in beneficial ownership of Common Shares by the Reporting Persons as a result of the issuance of 804,322 Common Shares by the Issuer from February 24, 2026 through March 12, 2026 pursuant to sales completed under the ATM. Except as set forth herein, there are no material changes to this Item 3 from the Schedule 13D/A filed by the Reporting Persons with the Commission on February 14, 2024.

Item 5.

Interest in Securities of the Issuer

(a)

(a. and b.) According to information received from the Issuer, as of March 31, 2026, there were 5,430,519 Common Shares issued and outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Common Shares: Family Trading may be deemed to beneficially own 2,930,718 Common Shares, representing approximately 53.97% of the outstanding Common Shares. This percentage ownership is based on 5,430,519 Common Shares issued and outstanding as of March 31, 2026. Family Trading has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,930,718 Common Shares. Family Trading has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,930,718 Common Shares. The Trust may be deemed to beneficially own 2,930,718 Common Shares, representing approximately 53.97% of the outstanding Common Shares. This percentage ownership is based on 5,430,519 Common Shares issued and outstanding as of March 31, 2026. The Trust has the sole power to vote or direct the vote of 0 Common Shares and the shared power to vote or direct the vote of 2,930,718 Common Shares. The Trust has the sole power to dispose or direct the disposition of 0 Common Shares and the shared power to dispose or direct the disposition of 2,930,718 Common Shares. Voting and disposition of the Common Shares held by the Trust requires the approval of the Trustee of the Trust. Mr. Evangelos J. Pistiolis may be deemed to beneficially own 440,711 Common Shares, representing approximately 8.12% of the outstanding Common Shares. This percentage ownership is based on 5,430,519 Common Shares issued and outstanding as of March 31, 2026. Mr. Evangelos J. Pistiolis has the sole power to vote or direct the vote of 440,711 Common Shares and the shared power to vote or direct the vote of 0 Common Shares. Mr. Evangelos J. Pistiolis has the sole power to dispose or direct the disposition of 440,711 Common Shares and the shared power to dispose or direct the disposition of 0 Common Shares. Except as described above, to the best knowledge of the Reporting Persons, no other Common Shares are beneficially owned by the persons named in response to Item 2. If the Reporting Persons were deemed to have formed a Section 13(d) group, such group would be deemed to beneficially own an aggregate of 3,371,429 Common Shares for the purpose of Rule 13d-3 under the Act, which would constitute approximately 62.08% of the issued and outstanding Common Shares and represent approximately 62.08% of the total voting power of the issued and outstanding Common Shares as of March 31, 2026. This percentage ownership is based on 5,430,519 Common Shares issued and outstanding as ofMarch 31, 2026. In no case do any of the Reporting Persons have or share voting or investment power with respect to the entirety of that number of Common Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than to the extent they directly hold Common Shares, reported on this Schedule 13D) is the beneficial owner of Common Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Schedule 13D is filed constitute a "group."

(b)

Item 5(a) of this Amendment No. 40 is incorporated by reference into this Item 5(b).

(c)

(c.) Except for those transactions described herein (see Item 3), to the best knowledge of the Reporting Persons, no other transactions in the Common Shares were effected by the persons named in response to Item 2 during the past 60 days.

(d)

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons.

(e)

(e.) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby amended and restated in its entirety to read as follows: Series D Preferred Stock On May 8, 2017, the Issuer issued 100,000 shares of Series D Preferred Stock to Tankers Family Inc., a corporation all of whose outstanding common shares are owned by the Lax Trust, an irrevocable trust established for the benefit of certain family members of Mr. Evangelos J. Pistiolis. One share of Series D Preferred Stock has the voting power of 1,000 Common Shares. The voting power of each share of Series D Preferred Stock and the number of shares of Series D Preferred Stock outstanding are not otherwise subject to adjustment, including in the event of a stock dividend payable on the Issuer's Common Shares or a subdivision or combination of the Issuer's outstanding Common Shares. Shares of the Series D Preferred Stock are not convertible into Common Shares and have no dividend or other economic rights. Series G Preferred Stock On March 31, 2026, the Issuer issued 14,000 shares of Series G Preferred Stock to Central Mare Inc., an affiliate of the family of Mr. Evangelos J. Pistiolis. One share of Series G Preferred Stock has the voting power of 1,000 Common Shares, provided that no holder of shares of Series G Preferred Stock may exercise voting rights pursuant to the shares of Series G Preferred Stock that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of shares of Series G Preferred Stock, Common Shares or otherwise) to exceed 19.99% of the total number of votes eligible to be cast on any matter submitted to a vote of the Issuer's shareholders. The voting power of each share of Series G Preferred Stock and the number of shares of Series G Preferred Stock outstanding are not otherwise subject to adjustment, including in the event of a stock dividend payable on the Issuer's Common Shares or a subdivision or combination of the Issuer's outstanding Common Shares. The Issuer has the right, at any time and from time to time, subject to certain conditions, to convert in whole or in part the Series G Preferred Shares into Common Shares at the conversion rate then in effect.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Undertaking (incorporated by reference to Exhibit A of Amendment No. 39 to Schedule 13D previously filed with the Commission on February 14, 2024). Exhibit 2 Statement of Designation of Rights, Preferences and Privileges of Series G Perpetual Convertible Preferred Shares of TOP Ships Inc. (incorporated by reference to Exhibit 2.8 of the Issuer's Annual Report on Form 20-F, filed with the Commission on April 1, 2026).

SIGNATURE

After reasonable 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.

Family Trading Inc.

Signature:	/s/ Pinelopi Athanasia Platsouka
Name/Title:	Vice-president/Director
Date:	04/01/2026

3 Sororibus Trust

Signature:	/s/ Alexandros Economou
Name/Title:	Trustee
Date:	04/01/2026

Evangelos J. Pistiolis

Signature:	/s/ Evangelos J. Pistiolis
Name/Title:	Evangelos J. Pistiolis
Date:	04/01/2026

Source: View Original Filing on SEC EDGAR

FAQ

How many TOPS shares do Family Trading Inc. and 3 Sororibus Trust report owning?

Family Trading Inc. and 3 Sororibus Trust each report beneficial ownership of 2,930,718 common shares of TOP Ships Inc. This represents about 53.97% of TOP Ships’ 5,430,519 common shares outstanding as of March 31, 2026, based on issuer-provided information.

What is Evangelos J. Pistiolis’ reported ownership in TOPS after Amendment No. 40?

Evangelos J. Pistiolis reports beneficial ownership of 440,711 common shares of TOP Ships Inc. This stake represents approximately 8.12% of the 5,430,519 common shares outstanding as of March 31, 2026, with sole voting and dispositive power over these shares.

Why did the reporting persons’ percentage ownership in TOPS decrease?

Their percentage ownership decreased because TOP Ships issued 804,322 new common shares between February 24 and March 12, 2026 under an at-the-market (ATM) program. The larger share count reduced their ownership percentages even though their absolute share holdings remained the same.

How many TOPS common shares were outstanding as of March 31, 2026?

According to information from TOP Ships Inc., there were 5,430,519 common shares issued and outstanding as of March 31, 2026. The beneficial ownership percentages reported in Amendment No. 40 are calculated using this total share count provided by the company.

What are TOP Ships’ Series D Preferred Stock voting rights?

TOP Ships’ Series D Preferred Stock, 100,000 shares issued to Tankers Family Inc., grants strong voting rights. Each preferred share carries the voting power of 1,000 common shares, has no conversion or economic rights, and its voting power is not adjusted for common stock splits or dividends.

What are the key terms of TOP Ships’ Series G Preferred Stock?

On March 31, 2026, TOP Ships issued 14,000 Series G Preferred shares to Central Mare Inc. Each carries voting power equal to 1,000 common shares, but aggregate voting power for any beneficial owner and affiliates is capped at 19.99%. The issuer may convert these preferred shares into common shares subject to conditions.

Does Amendment No. 40 state that the TOPS reporting persons form a group?

The filing notes that if they were deemed a Section 13(d) group, they would beneficially own 3,371,429 common shares, about 62.08% of voting power. However, each reporting person expressly disclaims that they form a group or are beneficial owners of all such shares.