Special dividend and cash surge at Toro Corp (NASDAQ: TORO)

Rhea-AI Filing Summary

Toro Corp. reported net income of $1.6 million for the fourth quarter and $5.9 million for the year ended December 31, 2025. Total vessel revenues from continuing operations were $21.1 million in 2025, slightly below $22.4 million in 2024, while EBITDA rose to $6.0 million from $1.9 million.

The fleet’s Daily TCE Rate increased to $12,950 in 2025 from $11,620, with fleet utilization at 100%. Cash and cash equivalents grew to $87.4 million at year‑end 2025 from $37.2 million, helped by vessel sales and related‑party loan repayments.

The company declared a one‑time special dividend of $1.75 per common share, paid in about $9.3 million cash and 7,378,575 shares, and secured a new $60.0 million five‑year revolving credit facility for general corporate purposes. An at‑the‑market equity program of up to $12.5 million was established but unused as of April 15, 2026.

Positive

• Stronger liquidity and shareholder return: Cash and cash equivalents rose to $87.4 million from $37.2 million year-on-year, while Toro paid a substantial one-time $1.75 per-share special dividend combining about $9.3 million in cash with 7,378,575 new common shares.

Negative

• None.

Insights

Shipping equity analyst

Toro posts steady profits, stronger cash and a sizable special dividend.

Toro Corp. generated full‑year 2025 net income of $5.9M, roughly in line with 2024, even as total vessel revenues from continuing operations eased slightly to $21.1M from $22.4M. EBITDA, however, increased to $6.0M, supported by higher Daily TCE rates and related‑party dividends.

Operationally, the fleet’s Daily TCE Rate rose to $12,950 in 2025 from $11,620, with 100% fleet utilization, indicating strong employment for its four vessels. Cash and cash equivalents climbed to $87.4M as of December 31, 2025, from $37.2M a year earlier, largely driven by vessel sales and repayment of a $100.0M term loan by Castor.

Capital allocation was active: Toro paid a one‑time special dividend of $1.75 per share (about $9.3M in cash plus 7.38M shares) and set up a $60.0M five‑year revolving credit facility for general corporate purposes. An at‑the‑market equity program of up to $12.5M is in place but unused as of April 15, 2026. Future filings may clarify how the new facility and ATM are utilized over time.

Key Figures

Q4 2025 net income: $1.6 million Full-year 2025 net income: $5.9 million Total vessel revenues 2025: $21,081,840 +5 more

8 metrics

Q4 2025 net income $1.6 million Three months ended December 31, 2025

Full-year 2025 net income $5.9 million Year ended December 31, 2025

Total vessel revenues 2025 $21,081,840 Continuing operations, year ended December 31, 2025

EBITDA 2025 $6,031,060 Continuing operations, year ended December 31, 2025

Cash and cash equivalents $87,418,906 As of December 31, 2025

Special dividend per share $1.75 per common share One-time dividend declared December 5, 2025

Revolving credit facility $60.0 million Five-year facility signed April 2, 2026

Daily TCE Rate 2025 $12,950 Year ended December 31, 2025, continuing operations

Key Terms

Daily Time Charter Equivalent Rate, EBITDA, at-the-market offering agreement, revolving credit facility, +1 more

5 terms

Daily Time Charter Equivalent Rate financial

"Daily TCE Rate is not a recognized measure under U.S. GAAP."

A daily time charter equivalent rate measures how much revenue a ship or fleet earns per day after accounting for voyage costs like fuel and port fees, expressed as a single daily cash figure. Investors use it like a per-day “rent” number to compare earnings performance across vessels or companies, because it translates irregular voyage income into a steady, comparable daily profit metric.

EBITDA financial

"EBITDA is not a recognized measure under United States generally accepted accounting principles."

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

at-the-market offering agreement financial

"we entered into an “at-the-market” (“ATM”) offering agreement with Maxim Group LLC"

revolving credit facility financial

"signing of a $60.0 million revolving credit facility (the “Facility”)"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares financial

"1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares"

Form 6-K: How Foreign Companies Report to the SEC →

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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-41561

TORO CORP.

(Translation of registrant’s name into English)

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

(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 ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release issued by Toro Corp. (the “Company”) on April 15, 2026, reporting the Company’s financial results for the three months and year ended December 31, 2025.

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.

	TORO CORP.
Dated: April 15, 2026
	By:	/s/ Petros Panagiotidis
		Petros Panagiotidis
		Chairman and Chief Executive Officer

Exhibit 99.1

 

Toro Corp. Reports Net Income of $1.6 Million for the Three Months Ended December 31, 2025 and $5.9 Million for the Year Ended December 31, 2025

Limassol, Cyprus, April 15, 2026 – Toro Corp. (NASDAQ: TORO), (“Toro”, or the “Company”), a global energy transportation provider, today announced its results for the three months and the year ended December 31, 2025.

Highlights of the Fourth Quarter Ended December 31, 2025:

■ Total vessel revenues from continuing operations: $6.1 million, as compared to $5.2 million for the three months ended December 31, 2024, or a 17.3% increase;

■ Net income from continuing operations: $1.4 million, as compared to $1.0 million for the three months ended December 31, 2024, or a 40% increase;

■ Net income: $1.6 million, as compared to $1.0 million for the three months ended December 31, 2024, or a 60% increase;

■ Earnings/(Loss) per common share, basic, from continuing operations: $0.02 per share, as compared to $(0.01) per share for the three months ended December 31, 2024;

■ EBITDA⁽¹⁾ from continuing operations: $2.2 million, as compared to $0.2 million for the three months ended December 31, 2024;

■ Cash of $87.4 million as of December 31, 2025, as compared to $37.2 million as of December 31, 2024;

■ On October 13, 2025, we and Castor Maritime Inc. (“Castor”) agreed to the full redemption of 60,000 shares of Castor’s 8.75% Series E Cumulative Perpetual Convertible Preferred Shares issued by Castor in September 2025 (the “Series E Preferred Shares”), for a cash consideration equal to the stated amount of the Series E Preferred Shares of $60.0 million plus 0.523% thereof, including accrued and unpaid distributions; and

■ On December 5, 2025, we declared a one-time, special dividend of $1.75 per common share, consisting of either cash or our common shares. The dividend was payable to our shareholders of record at the close of business on December 16, 2025 and was paid on January 16, 2026 in the form of approximately $9.3 million in cash and 7,378,575 shares of our common stock.

Highlights of the Year Ended December 31, 2025:

■ Total vessel revenues from continuing operations: $21.1 million, as compared to $22.4 million for the year ended December 31, 2024, or a 5.8% decrease;

■ Net income from continuing operations: $5.6 million, as compared to $5.5 million for the year ended December 31, 2024, or a 1.8% increase;

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■ Net income: $5.9 million, as compared to $25.2 million for the year ended December 31, 2024, or a 76.6% decrease;

■ Earnings/(Loss) per common share, basic, from continuing operations: $0.06 per share, as compared to $(0.04) per share for the year ended December 31, 2024;

■ EBITDA⁽¹⁾ from continuing operations: $6.0 million, as compared to $1.9 million for the year ended December 31, 2024;

■ The spin-off of our Handysize tanker segment to a new Nasdaq-listed company, Robin Energy Ltd. (“Robin”), was completed on April 14, 2025 (the “Robin Spin-Off”);

■ On May 5, 2025, the $100.0 million senior term loan facility from Toro to Castor was fully repaid; and

■ During the year ended December 31, 2025, we completed two vessel acquisitions and two vessel disposals.

⁽¹⁾ EBITDA is not a recognized measure under United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix B for the definition and reconciliation of this measure to Net income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Management Commentary:

Mr. Petros Panagiotidis, Chief Executive Officer of the Company, commented:

“We concluded 2025 while continuing our strategic fleet adjustments and aligning our assets with market opportunities. We maintained a steady operational rhythm, contributing to a stable business environment throughout the year.

On January 16, 2026, we successfully completed a dividend distribution that included a scrip option, aligned with our financial discipline. Our financial position remains robust and we remain focused on our long-term financial health.”

Earnings Commentary:

Fourth quarter ended December 31, 2025, and 2024 Results

Total vessel revenues from continuing operations increased to $6.1 million for the three months ended December 31, 2025, compared to $5.2 million for the same period in 2024. This $0.9 million increase mainly reflects the higher contractual hire rates for our LPG carrier and MR tanker vessels, partially offset by the decrease in the Available Days (as defined below) of our fleet to 368 days in the three months ended December 31, 2025 from 460 days in the same period in 2024, due to the change in the composition of our fleet. During the three months ended December 31, 2025, our fleet earned an average Daily TCE Rate of $15,635, compared to $10,724 in the same period of 2024, this increase is mainly due to the change in the composition of our fleet. Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage expenses from continuing operations for our fleet increased to $0.4 million in the three months ended December 31, 2025, from $0.3 million in the same period in 2024. This increase of $0.1 million was mainly associated with the increased related party brokerage commission expenses.

The decrease in vessel operating expenses from continuing operations by $0.2 million to $2.3 million in the three months ended December 31, 2025, from $2.5 million in the same period in 2024, mainly reflects the decrease in the Ownership Days (as defined below) of our fleet to 368 days in the three months ended December 31, 2025, from 460 days in the corresponding period in 2024, partially offset by the increase in the Daily vessel operating expenses (defined below) of the vessels in our fleet to $6,206 in the three months ended December 31, 2025 from $5,349 in the same period in 2024, mainly due to the change in the composition of our fleet following the addition of the MR tanker vessels which incur higher Daily vessel operating expenses than the LPG carrier vessels.

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Management fees from continuing operations decreased to $0.4 million in the three months ended December 31, 2025, from $0.5 million in the corresponding period in 2024. This decrease of $0.1 million reflects the decrease in the Ownership Days of our fleet, offset by the increase in management fees from $1,071 per vessel per day to $1,100 per vessel per day effective July 1, 2025, under the terms of the amended and restated master management agreement between us, our ship owning subsidiaries and Castor Ships S.A.

Depreciation expenses from continuing operations amounted to $1.4 million in the three months ended December 31, 2025, whereas, in the same period of 2024, depreciation expenses amounted to $1.1 million. This increase is mainly due to higher depreciation expenses of M/T Wonder Altair and M/T Wonder Maia, offset by the decrease in the Ownership Days of our fleet in the three months ended December 31, 2025, compared to the same period in 2024. Dry-dock amortization charges from continuing operations amounted to $0.1 million for the three months ended December 31, 2025, compared to a charge of $0.2 million in the three months ended December 31, 2024. For the period of three months ended December 31, 2025, the dry-dock amortization charges are related to LPG Dream Arrax and LPG Dream Vermax which completed their scheduled dry-dock in the second quarter of 2025 and third quarter of 2025, respectively. For the period of three months ended December 31, 2024, the dry-dock amortization charges are related to M/T Wonder Mimosa, which completed its scheduled dry-dock in the third quarter of 2024.

General and administrative expenses from continuing operations in the three months ended December 31, 2025, amounted to $2.5 million, whereas, in the same period of 2024, general and administrative expenses totaled $2.4 million. This increase is mainly associated with the stock-based compensation cost for non-vested shares granted under our Equity Incentive Plan amounting to $1.2 million and $1.0 million for the three months ended December 31, 2025 and 2024 respectively.

Interest and finance costs, net, from continuing operations amounted to $(0.7) million in the three months ended December 31, 2025, whereas, in the same period of 2024, interest and finance costs, net amounted to $(2.1) million. This variation is mainly due to the decrease in interest income we earned from our time and cash deposits due to decreased average cash balances and interest rates during the three months ended December 31, 2025, as compared with the same period of 2024.

Net income and comprehensive income from discontinued operations, net of taxes amounted to $0.2 million in the three months ended December 31, 2025, whereas, in the same period of 2024, net loss and comprehensive loss from discontinued operations, net of taxes amounted to $(0.02) million. This increase is mainly due to recovery of U.S. tax provisions during the three months ended December 31, 2025.

Recent Financial Developments Commentary:

Equity update

On January 15, 2026, we paid to Castor a dividend amounting to $0.4 million on its 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares (the “Series A Preferred Shares”) for the period from October 15, 2025 to January 14, 2026.

As of April 15, 2026, we had 28,852,084 common shares issued and outstanding.

Liquidity/ Financing/Cash flow update

Our consolidated cash position increased by $50.2 million, from $37.2 million as of December 31, 2024, to $87.4 million as of December 31, 2025. During the year ended December 31, 2025, this increase was mainly driven by $67.8 million of net cash inflows from investing activities of continuing operations, mainly reflecting proceeds from the repayment of the $100.0 million principal amount plus $0.4 million of related interest of the senior term loan facility by Castor and proceeds from the sale of vessels LPG Dream Syrax and LPG Dream Terrax amounting to $38.0 million, partially offset by the acquisition of M/T Wonder Altair and M/T Wonder Maia amounting to $66.8 million, purchase of equity securities of $1.0 million and the purchase of debt securities amounting to $2.9 million. These above net cash inflows were partially offset by (i) $6.3 million of net operating cash flows used in continuing operations and (ii) $11.3 million of net financing cash flows used in continuing operations, mainly reflecting a $10.4 million capital contribution to Robin in connection with the Robin Spin-Off, payment to Castor of a dividend on the Series A Preferred Shares for the period from October 15, 2024 to October 14, 2025, amounting to $1.4 million, partially offset by cash reimbursement of $0.8 million from Robin relating to the Robin Spin-Off expenses incurred by us on Robin’s behalf during 2024 and up to the completion of the Robin Spin-Off.

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Recent Business Developments Commentary:

On January 15, 2026, we received from Castor a dividend on the Castor Series D Preferred Shares, amounting to $1,250,000 for the dividend period from October 15, 2025 to January 14, 2026.

On January 15, 2026, we received from Robin a dividend on the Robin Series A Preferred Shares, amounting to $125,000 for the dividend period from October 15, 2025 to January 14, 2026.

At the Market (“ATM”) Offering Agreement

On November 13, 2025, we entered into an “at-the-market” (“ATM”) offering agreement with Maxim Group LLC (“Maxim”). Under the terms of the ATM offering agreement, we may, from time to time, sell our common shares having an aggregate offering value of up to $12.5 million through Maxim, as sales agent. We will determine, at our sole discretion, the timing and number of shares to be sold under the ATM facility. As of April 15, 2026, there were no transactions under the ATM.

Payment of Special Dividend

On December 5, 2025, we declared a one-time, special dividend of $1.75 per common share, consisting of either cash or our common shares. The dividend was paid on January 16, 2026 to shareholders of record as of December 16, 2025. Based on shareholder elections, the dividend was paid in the form of approximately $9.3 million in cash and 7,378,575 shares of the Company’s common stock. The number of common shares included for the common share dividend election was calculated based on the 20-day volume weighted average of the trading prices of the Company’s common shares on the Nasdaq Stock Market through December 4, 2025, or $3.8386 per share.

 

New loan facility

On April 2, 2026, we announced the signing of a $60.0 million revolving credit facility (the “Facility”) with a leading European Financial Institution. The Facility has a tenor of five years, bears interest at a rate of Term SOFR plus a margin, and will be secured by, among others, a first priority mortgage over four of the Company’s vessels. The net proceeds from the Facility are expected to be used for general corporate purposes.

Vessel acquisitions

On May 3, 2025, we entered into an agreement to purchase a 2021-built MR (MR2 class) tanker vessel from an unaffiliated third party for a purchase price of $36.25 million. The M/T Wonder Altair was delivered to us on July 11, 2025.

On September 19, 2025, we, through a wholly owned subsidiary, entered into an agreement with an unaffiliated third-party to acquire a 2014-built MR (MR2 class) tanker vessel for a purchase price of $30.3 million. The M/T Wonder Maia was delivered to us on September 29, 2025.

Following the acquisition of M/T Wonder Maia on September 29, 2025 and considering the tanker vessels’ eco-design technical characteristics, we reassessed our segments and as a result, we operated in three reportable segments: (i) the Eco tanker segment (comprising of M/T Wonder Altair), (ii) the Non-Eco tanker segment (comprising of M/T Wonder Maia) and (iii) LPG carrier segment (comprising of LPG Dream Arrax and LPG Dream Vermax), each on a continuing operations basis.

Vessel sales

On July 10, 2025, we entered into an agreement with a wholly owned subsidiary of Robin, for the sale of the LPG carrier Dream Syrax, at a price of $18.0 million. The vessel was delivered to its new owner on September 3, 2025.

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On September 16, 2025, we entered into an agreement with a wholly owned subsidiary of Robin, for the sale of the LPG carrier Dream Terrax, at a price of $20.0 million. The vessel was delivered to its new owner on September 25, 2025.

Fleet Employment Status (as of April 15, 2026): During the three months ended December 31, 2025, we operated on average 4.0 vessels earning a Daily TCE Rate⁽¹⁾ of $15,635 as compared to an average of 5.0 vessels earning a Daily TCE Rate⁽¹⁾ of $10,724 during the same period in 2024. Our employment profile as of April 15, 2026 is presented immediately below.

 ⁽¹⁾ Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

LPG Carriers

Name

Type

DWT

Year Built

Country of Construction

Type of Employment

Gross Charter Rate

Estimated Redelivery Date

Earliest

Latest

Dream Arrax

LPG carrier 5,000 cbm

4,753

2015

Japan

Time Charter period(1)

$335,000 per month

Apr-26

May-26

Dream Vermax

LPG carrier 5,000 cbm

5,155

2015

Japan

Time Charter period(2)

$354,500 per month (until Mar-21 2026) and $362,000 per month (from Mar-22 2026)

Mar - 27

Apr-27

Eco Tankers

Name

Type

DWT

Year Built

Country of Construction

Type of Employment

Gross Charter Rate

Estimated Redelivery Date

Earliest

Latest

M/T Wonder Altair

MR2

50,303

2021

China

Time Charter period

$20,600 per day

Dec-26

March-27

Non-Eco Tankers

Name

Type

DWT

Year Built

Country of Construction

Type of Employment

Gross Charter Rate

Estimated Redelivery Date

Earliest

Latest

M/T Wonder Maia

MR2

50,880

2014

South Korea

Time Charter period

$22,800 per day

Apr-26

May-26

⁽¹⁾ The vessel has been fixed under a time charter period contract of twelve months starting from May 2024, at $323,000 per month plus twelve months at $335,000 per month at the charterer’s option. The charterer exercised this option, effective from May 14, 2025.

⁽²⁾ The vessel has been fixed under a time charter period contract of twelve months starting from March 2025, at $354,500 per month plus twelve months at the charterer’s option at a rate to be mutually agreed between us and the charterer. On January 23, 2026, it was agreed between us and the charterer that from March 22, 2026 until March 22, 2027 (plus or minus twenty days in charterer’s option), the rate will be increased to $362,000 per month, plus twelve months at the charterer’s option (plus or minus twenty days in charterer’s option) . The rate for the optional period will be mutually agreed between us and the charterer.

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Financial Results (Continuing Operations) Overview:

Set forth below are selected financial and operational data of our fleet (continuing operations) for each of the three months and year ended December 31, 2025 and 2024, respectively:

		Three Months Ended								Year Ended
(Expressed in U.S. dollars)		December 31, 2025 (unaudited)				December 31, 2024 (unaudited)				December 31, 2025 (unaudited)				December 31, 2024 (unaudited)
Total vessel revenues		$	6,107,563			$	5,228,802			$	21,081,840			$	22,394,283
Operating loss		$	(945,304	)		$	(1,733,481	)		$	(4,649,781	)		$	(5,557,155	)
Net income and comprehensive income		$	1,430,284			$	997,459			$	5,613,058			$	5,511,535
EBITDA(1)		$	2,248,723			$	248,084			$	6,031,060			$	1,924,499
Earnings/(Loss) per common share, basic and diluted		$	0.02			$	(0.01	)		$	0.06			$	(0.04	)

⁽¹⁾        EBITDA is not a recognized measure under U.S. GAAP. Please refer to Appendix B of this release for the definition and reconciliation of this measure to Net income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Consolidated Fleet Selected Financial and Operational Data (Continuing Operations):

Set forth below are selected financial and operational data of our fleet (continuing operations) for each of the three months and year ended December 31, 2025 and 2024, respectively, that we believe are useful in analyzing trends in our results of operations.

		Three Months Ended December 31,								Year Ended December 31,
(Expressed in U.S. dollars except for operational data)		2025				2024				2025				2024
Ownership Days(1)(7)			368				460				1,613				1,830
Available Days(2)(7)			368				460				1,527				1,790
Operating Days(3)(7)			366				460				1,525				1,790
Daily TCE Rate(4)		$	15,635			$	10,724			$	12,950			$	11,620
Fleet Utilization(5)			99	%			100	%			100	%			100	%
Daily vessel operating expenses(6)		$	6,206			$	5,349			$	5,629			$	5,082

⁽¹⁾ Ownership Days are the total number of calendar days in a period during which we owned a vessel.

⁽²⁾ Available Days are the Ownership Days in a period less the aggregate number of days our vessels are off-hire due to scheduled repairs, dry-dockings or special or intermediate surveys.

⁽³⁾ Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.

⁽⁴⁾ Daily TCE Rate is not a recognized measure under U.S. GAAP. Please refer to Appendix B for the definition and reconciliation of this measure to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

⁽⁵⁾ Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period.

⁽⁶⁾ Daily vessel operating expenses are calculated by dividing vessel operating expenses for the relevant period by the Ownership Days for such period.

⁽⁷⁾ Our definitions of Ownership Days, Available Days, Operating Days and Fleet Utilization may not be comparable to those reported by other companies.

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APPENDIX A

TORO CORP.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(Expressed in U.S. Dollars—except for number of share data)

		Three Months Ended December 31,								Year Ended December 31,
		2025				2024				2025				2024
REVENUES
Time charter revenues			6,107,563				3,921,031				19,013,061				14,315,299
Voyage charter revenues			—				—				—				1,310,312
Pool revenues			—				1,307,771				2,068,779				6,768,672
Total vessel revenues		$	6,107,563			$	5,228,802			$	21,081,840			$	22,394,283
EXPENSES
Voyage expenses (including commissions to related party)			(354,023	)			(295,744	)			(1,307,290	)			(1,594,751	)
Vessel operating expenses			(2,283,645	)			(2,460,642	)			(9,079,838	)			(9,300,399	)
General and administrative expenses (including related party fees)			(2,539,581	)			(2,403,776	)			(8,602,749	)			(10,198,863	)
Management fees - related parties			(405,300	)			(492,660	)			(1,807,089	)			(1,930,810	)
Depreciation and amortization			(1,470,318	)			(1,309,461	)			(4,934,655	)			(4,901,246	)
Provision for doubtful accounts			—				—				—				(25,369	)
Operating loss		$	(945,304	)		$	(1,733,481	)		$	(4,649,781	)		$	(5,557,155	)
Interest and finance costs, net (1)			651,879				2,058,836				4,516,653				8,488,282
Other expenses, net(2)			21,802				(70,951	)			94,974				(65,425	)
Dividend income from related party			1,701,907				743,055				5,651,212				2,645,833
Net income and comprehensive income from continuing operations, net of taxes		$	1,430,284			$	997,459			$	5,613,058			$	5,511,535
Net income/(loss) and comprehensive income/(loss) from discontinued operations, net of taxes		$	204,880			$	(19,432	)		$	321,387			$	19,695,969
Net income and comprehensive income		$	1,635,164			$	978,027			$	5,934,445			$	25,207,504
Dividend on Series A Preferred Shares			(357,778	)			(357,777	)			(1,361,112	)			(1,423,333	)
Deemed dividend on Series A Preferred Shares			(721,090	)			(780,969	)			(3,143,414	)			(3,064,409	)
Net income/(Loss) attributable to common shareholders		$	556,296			$	(160,719	)		$	1,429,919			$	20,719,762
Earnings/(Loss) per common share, basic and diluted, continuing operations		$	0.02			$	(0.01	)		$	0.06			$	(0.04	)
Earnings/(Loss) per common share, basic and diluted, discontinued operations		$	0.01			$	(0.001	)		$	0.02			$	1.13
Earnings/(Loss) per common share, basic and diluted, total		$	0.03			$	(0.011	)		$	0.08			$	1.09
Weighted average number of common shares outstanding, basic and diluted:			18,233,509				17,653,853				17,886,372				17,399,772

⁽¹⁾ Includes interest and finance costs and interest income (including interest income from related party), if any.

⁽²⁾ Includes aggregated amounts for foreign exchange gains/(losses), gain/(loss) on equity securities and other income, as applicable in each period.

7

TORO CORP.

Unaudited Condensed Consolidated Balance Sheets

(Expressed in U.S. Dollars—except for number of share data)

		December 31, 2025				December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	87,418,906			$	37,193,010
Due from related parties			7,431,696				6,072,800
Loan to related party, current			—				10,364,205
Other current assets			1,037,668				1,149,269
Current assets of discontinued operations			416,159				495,003
Total current assets			96,304,429				55,274,287
NON-CURRENT ASSETS:
Vessels, net			96,180,562				72,767,793
Due from related parties			1,341,549				1,590,501
Investment in related party			127,118,569				100,687,500
Loan to related party, non-current			—				90,000,000
Other non-currents assets			10,402,187				6,087,103
Total non-current assets			235,042,867				271,132,897
Total assets			331, 347,296				326,407,184
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Due to related parties			299,444				338,333
Other current liabilities			2,745,421				2,737,462
Dividends Payable			37,578,641				—
Current liabilities of discontinued operations			1,315,502				1,619,763
Total current liabilities			41,939,008				4,695,558
NON-CURRENT LIABILITIES:
Total non-current liabilities			—				—
Total liabilities			41,939,008				4,695,558
MEZZANINE EQUITY:
1.00% Series A fixed rate cumulative perpetual convertible preferred shares: 140,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively, aggregate liquidation preference of $140,000,000 as of December 31, 2025 and December 31, 2024, respectively.			125,809,233				122,665,819
Total mezzanine equity			125,809,233				122,665,819
SHAREHOLDERS’ EQUITY:
Common shares, $0.001 par value: 3,900,000,000 shares authorized; 21,473,509 and 19,093,853 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.			21,474				19,094
Preferred shares, $0.001 par value: 100,000,000 shares authorized; Series B preferred shares: 40,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively.			40				40
Additional paid-in capital			59,304,814				58,605,224
Retained Earnings			104,272,727				140,421,449
Total shareholders’ equity			163,599,055				199,045,807
Total liabilities, mezzanine equity and shareholders’ equity		$	331,347,296			$	326,407,184

8

TORO CORP.

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)		Year Ended December 31,
		2025				2024
Cash Flows (used in)/provided by Operating Activities of continuing operations:
Net income		$	5,934,445			$	25,207,504
Less: Net income from discontinued operations, net of taxes			(321,387	)			(19,695,969	)
Net income from continuing operations, net of taxes			5,613,058				5,511,535
Adjustments to reconcile net income from continuing operations to net cash (used in)/provided by Operating activities:
Depreciation and amortization			4,934,655				4,901,246
Amortization of investment in debt securities			(8,353	)			—
Amortization of fair value of acquired charter			(1,028,716	)			—
Provision for doubtful accounts			—				25,369
Stock based compensation cost			3,594,006				5,312,854
Straight line amortization of hire			10,477				(19,590	)
Unrealized (gain)/loss on equity securities			(84,677	)			57,641
Realized loss on sale of equity securities			344				2,369
Changes in operating assets and liabilities:
Accounts receivable trade, net			(726,947	)			961,651
Inventories			(81,346	)			(22,265	)
Due from/to related parties			(15,275,906	)			(5,563,634	)
Prepaid expenses and other assets			(323,248	)			820,530
Accounts payable			526,463				(978,030	)
Accrued liabilities			177,245				560,154
Deferred revenue			(215,217	)			674,000
Dry-dock costs paid			(3,454,571	)			(1,463,923	)
Net Cash (used in)/provided by Operating Activities from continuing operations			(6,342,733	)			10,779,907
Cash flow (used in)/provided by Investing Activities of continuing operations:
Vessel acquisitions and other vessel improvements			(66,769,128	)			(119,304	)
Investment in related party			(60,000,000	)			(50,000,000	)
Proceeds from investment in related party			60,000,000				—
Loan to related party			100,364,205				(100,000,000	)
Proceeds from sale of vessels			38,000,000				—
Purchase of equity securities			(1,000,000	)			(5,183,767	)
Purchase of debt securities			(2,910,000	)			—
Proceeds from sale of equity securities			101,412				249,338
Net cash provided by/(used in) Investing Activities from continuing operations			67,786,489				(155,053,733	)
Cash flows (used in)/provided by Financing Activities of continuing operations:
Payments for repurchase of common stock pursuant to Tender Offer			(343,382	)			—
Proceeds received from Robin related to Robin Spin-Off			786,001				—
Cash contribution related to Spin-Off			(10,356,450	)			—
Payment of Dividend on Series A Preferred Shares			(1,400,000	)			(1,400,000	)
Payment for repurchase of common shares			—				(3,728,008	)
Net cash used in Financing Activities from continuing operations			(11,313,831	)			(5,128,008	)
Cash flows of discontinued operations:
Net cash provided by Operating Activities from discontinued operations			94,655				3,783,409
Net cash provided by Investing Activities from discontinued operations			—				32,488,070
Net cash used in Financing Activities from discontinued operations			—				(5,257,200	)
Net cash provided by discontinued operations			94,655				31,014,279
Net increase/(decrease) in cash and cash equivalents			50,224,580				(118,387,555	)
Cash and cash equivalents at the beginning of the period from continuing and discontinued operations			37,197,846				155,585,401
Cash and cash equivalents at the end of the period from continuing and discontinued operations		$	87,422,426			$	37,197,846

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APPENDIX B

Non-GAAP Financial Information

Daily Time Charter Equivalent (“TCE”) Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate is not a measure of financial performance under U.S. GAAP (i.e., it is a non-GAAP measure) and should not be considered as an alternative to any measure of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing total revenues (time charter and/or voyage charter revenues, and/or pool revenues, net of charterers’ commissions), less voyage expenses, by the number of Available Days during that period. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. However, we may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during dry-docking or due to other unforeseen circumstances. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. The Daily TCE Rate is a standard shipping industry performance measure used primarily to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate provides meaningful information to our investors because it compares daily net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, voyage charter, pools) under which our vessels are employed between the periods while it further assists our management in making decisions regarding the deployment and use of our vessels and in evaluating our financial performance. Our calculation of the Daily TCE Rates may be different from and may not be comparable to that reported by other companies.

The following table reconciles the calculation of the Daily TCE Rate for our fleet (continuing operations) to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented:

		Three Months Ended December 31,								Year Ended December 31,
(In U.S. dollars, except for Available Days)		2025				2024				2025				2024
Total vessel revenues		$	6,107,563			$	5,228,802			$	21,081,840			$	22,394,283
Voyage expenses including commissions to related party			(354,023	)			(295,744	)			(1,307,290	)			(1,594,751	)
TCE revenues		$	5,753,540			$	4,933,058			$	19,774,550			$	20,799,532
Available Days			368				460				1,527				1,790
Daily TCE Rate		$	15,635			$	10,724			$	12,950			$	11,620

10

EBITDA. EBITDA is not a measure of financial performance under U.S. GAAP, does not represent and should not be considered as an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. We define EBITDA as earnings before interest and finance costs (if any), net of interest income, taxes (when incurred), depreciation and amortization of deferred dry-docking costs. EBITDA is used as a supplemental financial measure by management and external users of financial statements to assess our operating performance. We believe that EBITDA assists our management by providing useful information that increases the comparability of our operating performance from period to period and against the operating performance of other companies in our industry that provide EBITDA information. This increased comparability is achieved by excluding the potentially disparate effects between periods or companies of interest, other financial items, depreciation and amortization and taxes, which items are affected by various and possibly changing financing methods, capital structure and historical cost basis and which items may significantly affect net income between periods. We believe that including EBITDA as a measure of operating performance benefits investors in (a) selecting between investing in us and other investment alternatives and (b) monitoring our ongoing financial and operational strength. EBITDA as presented below may be different from and may not be comparable to similarly titled measures of other companies. The following table reconciles EBITDA to Net Income from continuing operations, the most directly comparable U.S. GAAP financial measure, for the periods presented:

Reconciliation of EBITDA to Net Income

		Three Months Ended December 31,								Year Ended December 31,
(In U.S. dollars)		2025				2024				2025				2024
Net Income from continuing operations, net of taxes		$	1,430,284			$	997,459			$	5,613,058			$	5,511,535
Depreciation and amortization			1,470,318				1,309,461				4,934,655				4,901,246
Interest and finance costs, net(1)			(651,879	)			(2,058,836	)			(4,516,653	)			(8,488,282	)
EBITDA		$	2,248,723			$	248,084			$	6,031,060			$	1,924,499

⁽¹⁾ Includes interest and finance costs and interest income, if any.

Cautionary Statement Regarding Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. We are including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.

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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 current or 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 forward-looking statements, including these expectations, beliefs or projections. In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward‐looking statements include generally: the effects of our spin-off from Castor Maritime Inc., the effects of the Robin Spin-Off, our business strategy, expected capital spending and other plans and objectives for future operations, including our ability to expand our business as a new entrant to the tanker and liquefied petroleum gas shipping industry, market conditions and trends, including volatility and cyclicality in charter rates (particularly for vessels employed in the spot voyage market or pools), factors affecting supply and demand for vessels, such as fluctuations in demand for and the price of the products we transport, fluctuating vessel values, changes in worldwide fleet capacity, opportunities for the profitable operations of vessels in the segments of the shipping industry in which we operate and global economic and financial conditions, including interest rates, inflation and the growth rates of world economies, our ability to realize the expected benefits of vessel acquisitions or sales and the effects of any change in our fleet’s size or composition, increased transactions costs and other adverse effects (such as lost profit) due to any failure to consummate any sale of our vessels, our future financial condition, operating results, future revenues and expenses, future liquidity and the adequacy of cash flows from our operations, our relationships with our current and future service providers and customers, including the ongoing performance of their obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them, the availability of debt or equity financing on acceptable terms and our ability to comply with the covenants contained in agreements relating thereto, in particular due to economic, financial or operational reasons, our continued ability to enter into time charters, voyage charters or pool arrangements with existing and new customers and pool operators and to re-charter our vessels upon the expiry of the existing charters or pool agreements, any failure by our contractual counterparties to meet their obligations, changes in our operating and capitalized expenses, including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance and costs associated with climate change, our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue), instances of off-hire, fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies, any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach, existing or future disputes, proceedings or litigation, future sales of our securities in the public market, our ability to maintain compliance with applicable listing standards or the delisting of our common shares, volatility in our share price, potential conflicts of interest involving members of our board of directors, senior management and certain of our service providers that are related parties, general domestic and international political conditions, such as political instability, events or conflicts (including armed conflicts, such as the war in Ukraine and the conflict in the Middle East), acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, sanctions, “trade wars” (including the imposition of tariffs) and potential governmental requisitioning of our vessels during a period of war or emergency, global public health threats and major outbreaks of disease, any material cybersecurity incident, changes in seaborne and other transportation, including due to the maritime incidents in and around the Red Sea, fluctuating demand for tanker and LPG carriers and/or disruption of shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy, smuggling or acts of terrorism, changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry and to vessel rules and regulations, as well as changes in inspection procedures and import and export controls, inadequacies in our insurance coverage, developments in tax laws, treaties or regulations or their interpretation in any country in which we operate and changes in our tax treatment or classification, the impact of climate change, adverse weather and natural disasters, accidents or the occurrence of other unexpected events, including in relation to the operational risks associated with transporting LPG, crude oil and/or refined petroleum products and any other factors described in our filings with the SEC.

The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward‐looking statements as a result of developments occurring after the date of this communication, except to the extent required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these foregoing and other risks and uncertainties. These factors and the other risk factors described in this press release are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

12

CONTACT DETAILS

For further information please contact:

Investor Relations

Toro Corp.

Email: ir@torocorp.com

13

FAQ

How much net income did Toro Corp. (TORO) report for 2025?

Toro Corp. reported full-year net income of $5.9 million for 2025. Net income from continuing operations was $5.6 million, broadly similar to 2024, reflecting stable profitability supported by higher vessel earnings and dividend income from related parties.

What were Toro Corp.’s 2025 vessel revenues and EBITDA?

In 2025 Toro’s total vessel revenues from continuing operations were $21.1 million, slightly below $22.4 million in 2024. EBITDA increased to $6.0 million from $1.9 million, helped by improved charter rates and contributions from its tanker and LPG carrier fleet.

How did Toro Corp.’s cash position change in 2025?

Toro’s cash and cash equivalents increased to $87.4 million at December 31, 2025, from $37.2 million a year earlier. The increase mainly came from proceeds of vessel sales and repayment of a $100.0 million related-party loan, partly offset by vessel acquisitions and dividend payments.

What special dividend did Toro Corp. (TORO) pay to common shareholders?

Toro declared a one-time special dividend of $1.75 per common share, payable in cash or stock. The dividend was settled as approximately $9.3 million in cash plus 7,378,575 common shares, using a 20-day volume-weighted average price of $3.8386 per share.

What new financing facilities did Toro Corp. secure?

Toro entered a $60.0 million revolving credit facility with a leading European financial institution, maturing in five years and secured on four vessels. It also established an at-the-market equity program to sell up to $12.5 million of common shares, with no sales executed by April 15, 2026.

How is Toro Corp.’s fleet performing in terms of charter rates?

For 2025, Toro’s fleet achieved a Daily TCE Rate of $12,950, up from $11,620 in 2024, with fleet utilization at 100%. In the fourth quarter of 2025, the Daily TCE Rate reached $15,635 on an average of four vessels employed under time charters.

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