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Toro completes AI OKTO spin-off at 1-for-8 ratio

Continuing operations provided $7,263,945 in operating cash flow in the first half, versus $6,487,669 used in 2025.

Filing Impact
(Moderate)
Filing Sentiment

Sentiment and the balance of points

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How Sentiment worksHow the balance works

Form Type
6-K

Rhea-AI Filing Summary

Toro Corp. completed the pro rata distribution of all AI OKTO common shares on October 8, 2026, in connection with spinning off its LPG carrier business. The spin-off covered two LPG carriers, $45.0 million in cash, and settlement of certain liabilities and other obligations between Toro and AI OKTO. Toro common shareholders received one AI OKTO common share for every eight Toro common shares held on October 1, 2026.

For the six months ended June 30, 2026, before the spin-off, total vessel revenues were $12,913,332, versus $9,596,953 a year earlier. Operating loss narrowed to $2,558,159 from $2,761,003, while net income declined to $1,084,842 from $3,012,080. Net income attributable to common shareholders was a loss of $1,244,049, compared with income of $750,239 in 2025.

As of October 9, 2026, Toro operated four MR tanker vessels transporting refined petroleum products. Toro said that beginning in the fourth quarter of 2026 its business will comprise Eco and Non-Eco tanker segments. It retains 5,000,000 AI OKTO Series A convertible preferred shares, with a stated amount of $5.00 per share.

1 point · 0 major

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It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 1 point

How the balance works

Positive

  • Moderate pointTotal vessel revenues reached $12,913,332, versus $9,596,953.

Negative

  • Moderate pointNet income fell to $1,084,842, from $3,012,080.

Filing Explained

At June 30, 2026, Toro had no revolver borrowing outstanding and had $58.6 million available under its company-guaranteed, vessel-secured facility.

This Form 6-K furnishes Toro’s unaudited interim accounts for the six months ended June 30, 2026 and incorporates them into two Form F-3 and two Form S-8 registration statements. By June 30, 2026, Toro had issued 13,085,821 common shares under its $0.90-per-share special dividend, bringing common shares outstanding from 21,473,509 at December 31, 2025 to 34,559,330; the increased share count reduces existing holders’ percentage ownership absent offsetting changes.

Toro’s vessel-owning subsidiaries entered into an up-to-$60.0 million revolving credit facility: they drew $15.0 million on April 2, 2026 and repaid it on June 30, 2026. At June 30, 2026, no amount was outstanding and $58.6 million remained available to draw; the facility is secured by mortgages on the vessels and guaranteed by Toro.

Total vessel revenues $12,913,332 Six months ended June 30, 2026; $9,596,953 in 2025
Operating loss $2,558,159 loss Six months ended June 30, 2026; $2,761,003 loss in 2025
Net income $1,084,842 Six months ended June 30, 2026; $3,012,080 in 2025
Net income attributable to common shareholders $1,244,049 loss Six months ended June 30, 2026; $750,239 income in 2025
Continuing-operations operating cash flow $7,263,945 provided Six months ended June 30, 2026; $6,487,669 used in 2025
Spin-off scope Two LPG carriers; $45.0 million in cash Completed October 8, 2026
AI OKTO distribution ratio 1 AI OKTO common share for every 8 TORO common shares TORO common shares held October 1, 2026
AI OKTO Series A convertible preferred shares retained 5,000,000 shares; $5.00 stated amount per share Toro retained the shares following the spin-off
Daily TCE Rate technical
"average Daily TCE Rate of $16,342"
Daily TCE rate is the average amount a ship earns per day after subtracting voyage-specific costs such as fuel, port fees and broker commissions, converted into a common daily figure so different trips and ship types can be compared. For investors it acts like a daily net pay check for a vessel—showing real operating earning power and helping compare profitability, cash flow and market strength across shipping companies or time periods.
revolving credit facility financial
"under the Company’s revolving credit 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.
security cover ratio financial
"maintain a security cover ratio of at least 125%"
Mezzanine Equity financial
"presented as ‘Mezzanine Equity’ in the balance sheet"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
non-cancelable time charter contracts technical
"vessels’ commitments to non-cancelable time charter contracts"

FAQ

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

What happened in TORO's AI OKTO spin-off?
Toro completed the distribution on October 8, 2026: it distributed all AI OKTO common shares, while the spin-off included two LPG carriers, $45.0 million in cash, and settlement of certain liabilities and other obligations. Toro common shareholders received one AI OKTO common share for every eight Toro common shares held on October 1, 2026.

How much revenue did TORO report in the first half of 2026?
TORO reported $12,913,332 in total vessel revenues for the six months ended June 30, 2026, compared with $9,596,953 for the six months ended June 30, 2025.

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

Form 6-K: How Foreign Companies Report to the SEC →
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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 October 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 Exhibits 99.1 and 99.2 are the unaudited consolidated interim financial statements and related management’s discussion and analysis of financial condition and results of operations of Toro Corp. (“Toro” or “the Company”) for the six months ended June 30, 2026.

The information contained in this report on Form 6-K and Exhibits 99.1 and 99.2 attached hereto are hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275477 and 333-275478) and Form S-8 (File Nos. 333-274652 and 333-290645).

Exhibit Index

Exhibit
No.
Description
99.1
Unaudited Consolidated Interim Financial Statements for the Six Months Ended June 30, 2026
99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document

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: October 9, 2026


By:
/s/ Petros Panagiotidis


Petros Panagiotidis


Chairman and Chief Executive Officer


Exhibit 99.1

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025, and June 30, 2026
F-2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income for the six months ended June 30, 2025 and 2026
F-3
Unaudited Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity for the six months ended June 30, 2025 and 2026
F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2026
F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements
F-6

F-1
TORO CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2025, and June 30, 2026
(Expressed in U.S. Dollars – except for share data)

​
        
December 31,
    
June 30,
  
ASSETS
  
Note
    
2025
    
2026
  
CURRENT ASSETS:
                  
Cash and cash equivalents
        
$
87,418,906
    
$
79,115,400
  
Restricted cash     9
      —       20,000  
Due from related party, current
    
4
      
7,431,696
      
6,672,662
  
Accounts receivable trade
            
69,900
      
456,644
  
Inventories
            
200,395
      
249,043
  
Prepaid expenses and other assets
            
548,774
      
697,837
  
Deferred finance fees, current
     9       —       145,952  
Investment in equity securities, current
     7
       209,486       —  
Accrued charter revenue
             9,113       8,783  
Current assets of discontinued operations
    3       416,159       12,744  
Total current assets
            
96,304,429
      
87,379,065
  
​
                        
NON-CURRENT ASSETS:
                        
Vessels, net
    
4,6
      
96,180,562
      
93,506,690
  
Restricted cash, non-current
     9
       —       1,060,000  
Due from related party, non-current
    
4
      
1,341,549
      
1,341,549
  
Deferred charges, net
    
5
      
1,835,981
      
1,632,186
  
Investment in equity securities, non-current
     7       5,647,853       5,647,853  
Investment in related parties
     4
       127,118,569       127,118,569  
Investment in debt securities
    8
       2,918,353       3,534,605  
Deferred finance fees, non-current
     9       —       531,824  
Total non-current assets
            
235,042,867
      
234,373,276
  
Total assets
          
$
331,347,296
    
$
321,752,341
  
​
                        
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
                        
CURRENT LIABILITIES:
                        
Due to related party
    4
       299,444       299,444  
Accounts payable
            
1,127,638
      
1,205,215
  
Deferred revenue
            
768,785
      
219,583
  
Accrued liabilities
            
848,998
      
1,150,622
  
Dividend payable
             37,578,641       —  
Current liabilities of discontinued operations
     3       1,315,502       1,314,075  
Total current liabilities
            
41,939,008
      
4,188,939
  
​
                        
NON-CURRENT LIABILITIES:
                        
Total non-current liabilities
            
—
      
—
  
​
                        
Commitments and contingencies
    
13
              
​
                        
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 June 30, 2026, respectively, aggregate liquidation preference of $140,000,000 as of  December 31, 2025, and June 30, 2026, respectively
    
11
      
125,809,233
      
127,438,124
  
Total mezzanine equity
      
125,809,233
      
127,438,124
  
 
                        
SHAREHOLDERS’ EQUITY:
                        
Common shares, $0.001 par value: 3,900,000,000 shares authorized; 21,473,509 and 34,559,330 shares issued and outstanding as of December 31, 2025, and June 30, 2026, respectively
    
10,14
      
21,474
      
34,559
  
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 June 30, 2026, respectively
    
10
      
40
      
40
  
Additional paid-in capital
            
59,304,814
      
113,028,877
  
Retained Earnings
            
104,272,727
      
77,061,802
  
Total shareholders’ equity
            
163,599,055
      
190,125,278
  
Total liabilities, mezzanine equity and shareholders’ equity
          
$
331,347,296
    
$
321,752,341
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2
TORO CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)

​
        
Six months ended
June 30,
    
Six months ended
June 30,
  
​
  
Note
    
2025
    
2026
  
REVENUES:
                  
Time charter revenues
    
16
    
$
7,528,174
    
$
12,913,332
  
Pool revenues
    
16
      
2,068,779
      
—
  
Total vessel revenues
            
9,596,953
      
12,913,332
  
​
                        
EXPENSES:
                        
Voyage expenses (including $289,644 and $397,959 to related party for the six months ended June 30, 2025 and 2026, respectively)
    
4,17
      
(626,994
)
    
(1,081,589
)
Vessel operating expenses
    
17
      
(4,548,328
)
    
(4,716,588
)
Management fees to related party
    
4
      
(919,989
)
    
(819,900
)
Depreciation and amortization
    
5,6
      
(2,306,700
)
    
(2,892,182
)
General and administrative expenses (including $1,648,570 and $1,691,764 to related party for the six months ended June 30, 2025 and 2026, respectively)
    
4,14
      
(3,955,945
)
    
(5,961,232
)
Total expenses
          
$
(12,357,956
)
  
$
(15,471,491
)
​
                        
Operating loss
          
$
(2,761,003
)
  
$
(2,558,159
)
​
                        
OTHER (EXPENSES)/INCOME:
                        
Interest and finance costs
            
(79,144
)
    
(498,432
)
Interest income
            
1,296,262
      
1,415,205
  
Interest income from related party
    4
       1,771,836       —  
Dividend income from related parties
     4,18       2,620,833       2,750,000  
Foreign exchange gains/(losses)
            
35,744
      
(18,519
)
Dividend income on equity securities
    7       4,623       —  
Gain/(Loss) on equity securities
    7       22,163       (2,774 )
Total other income, net
          
$
5,672,317
    
$
3,645,480
  
​
                        
Net income and comprehensive income from continuing operations
          
$
2,911,314
    
$
1,087,321
  
Net income/(loss) and comprehensive income/(loss) from discontinued operations
     3
     $ 100,766     $ (2,479 )
Net income and comprehensive income
          
$
3,012,080
    
$
1,084,842
  
Dividend on Series A Preferred Shares
    
4,15
      
(703,889
)
    
(700,000
)
Deemed dividend on Series A Preferred Shares
    
11,15
      
(1,557,952
)
    
(1,628,891
)
Net income/(loss) attributable to common shareholders
          
$
750,239
    
$
(1,244,049
)
Earnings/(loss) per common share, basic, continuing operations
     15
       0.034       (0.160 )
Earnings/(loss) per common share, diluted, continuing operations
     15
       0.033       (0.160 )
Earnings/(loss) per common share, basic, discontinued operations
     15
       0.006       (0.0001 )
Earnings/(loss) per common share, diluted, discontinued operations
     15
       0.001       (0.0001 )
Earnings/(loss) per common share, basic, total
    
15
      
0.040
      
(0.160
)
Earnings/(loss) per common share, diluted, total
    
15
      
0.034
      
(0.160
)
Weighted average number of common shares, basic
    
15
      
17,698,383
      
25,873,243
  
Weighted average number of common shares, diluted
    
15
      
88,983,383
      
25,873,243
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3
TORO CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND MEZZANINE EQUITY
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars – except for share data)

 
                                            
Mezzanine equity
  
 
  
# of
Series B
Preferred
Shares
    
Par
Value of
Preferred
Series B shares
    
# of
Common
shares
    
Par
Value of
Common
Shares
    
Additional
Paid-in
capital
    
Retained
Earnings
    
Total
Shareholders’
Equity
    
# of
Series A
Preferred
Shares
    
Mezzanine
Equity
  
Balance, December 31, 2024
    
40,000
      
40
      
19,093,853
      
19,094
      
58,605,224
      
140,421,449
      
199,045,807
      
140,000
      
122,665,819
  
Net income and comprehensive income
    
—
      
—
      
—
      
—
      
—
      
3,012,080
      

3,012,080
      
—
      
—
  
Stock-based compensation cost (Note 14)
     —       —       —       —       1,769,877       —       1,769,877       —       —  
Distribution of net assets of Robin Energy Ltd. to shareholders (Note 1)
     —       —       —       —       (5,639,637 )     —       (5,639,637 )     —       —  
Dividend on Series A preferred shares (Note 11)
     —       —       —       —       —       (703,889 )     (703,889 )     —       —  
Deemed dividend on Series A preferred shares (Note 11)
     —       —       —       —       —       (1,557,952 )     (1,557,952 )     —       1,557,952  
Balance, June 30, 2025
    
40,000
      
40
      
19,093,853
      
19,094
      
54,735,464
      
141,171,688
      
195,926,286
      
140,000
      
124,223,771
  
 
                                                                        
Balance, December 31, 2025
    
40,000
      
40
      
21,473,509
      
21,474
      
59,304,814
      
104,272,727
      
163,599,055
      
140,000
      
125,809,233
  
Net income and comprehensive income
    
—
      
—
      
—
      
—
      
—
      
1,084,842
      
1,084,842
      
—
      
—
  
Stock-based
compensation cost (Note 14)
     —       —       —       —       3,257,648       —       3,257,648       —       —  
Issuance of common shares pursuant to special dividend (Note 10)
     —       —       13,085,821       13,085       50,466,415       —       50,479,500       —       —  
Special dividend declared and paid ($0.90 per common share) (Note 10)
     —       —       —       —       —       (25,966,876 )     (25,966,876 )     —       —  
Dividend on Series A Preferred Shares (Note 11)
    
—
      
—
      
—
      
—
      
—
      
(700,000
)
    
(700,000
)
    
—
      
—
  
Deemed dividend on Series A Preferred Shares (Note 11)
    
—
      
—
      
—
      
—
      
—
      
(1,628,891
)
    
(1,628,891
)
    
—
      
1,628,891
  
Balance, June 30, 2026
    
40,000
      
40
      
34,559,330
      
34,559
      
113,028,877
      
77,061,802
      
190,125,278
      
140,000
      
127,438,124
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4
TORO CORP.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2025 and 2026
(Expressed in U.S. Dollars)

         
Six months ended
June 30,
    
Six months ended
June 30,
  
​
  
Note
    
2025
    
2026
  
Cash Flows (used in)/provided by Operating Activities of Continuing Operations:
                  
Net income
        
$
3,012,080
    
$
1,084,842
  
Less: Net (income)/loss from discontinued operations
           (100,766 )     2,479  
Net income from continuing operations
         $ 2,911,314     $ 1,087,321  
Adjustments to reconcile net income from Continuing operations to net cash (used in)/provided by operating activities:
                      
Depreciation and amortization
    
5,6
      
2,306,700
      
2,892,182
  
Amortization of investment in debt securities
     8
       —       (12,488 )
Amortization of deferred finance charges
             —       35,988  
Stock-based compensation cost
    4,14       1,769,877       3,257,648  
Straight line amortization of hire
             (64,412 )     330  
Unrealized gain on equity securities
     7
       (51,453 )     —  
Realized loss on debt securities
     8
       —       4,537  
Realized loss on sale of equity securities
    7
       —       3,735  
Changes in operating assets and liabilities:
                        
Accounts receivable trade
            
(657,046
)
    
(386,744
)
Inventories
            
(2,544
)
    
(48,648
)
Due from/to related party
            
(12,095,124
)
    
759,035
  
Prepaid expenses and other assets
            
(957,872
)
    
(149,063
)
Accounts payable
            
933,457
      
151,330
  
Accrued liabilities
            
501,999
      
443,054
  
Deferred revenue
            
26,000
      
(549,202
)
Dry-dock costs paid
            
(1,108,565
)
    
(225,070
)
Net Cash (used in)/provided by Operating Activities from Continuing Operations
            
(6,487,669
)
    
7,263,945
  
​
                        
Cash flow (used in)/provided by Investing Activities of Continuing Operations:
                        
Advances for vessel acquisition and other vessel improvements
     6       (5,442,500 )     (27,833 )
Purchase of debt securities
     8
       —       (1,194,385 )
Proceeds from redemption of debt securities
     8
       —       586,085  
Proceeds from repayment of loan to related party
     4       100,364,204       —  
Proceeds from sale of equity securities
     7
       —       205,751  
Net cash provided by/(used in) Investing Activities from Continuing Operations
            
94,921,704
      
(430,382
)
​
                        
Cash flows (used in)/provided by Financing Activities of Continuing Operations:
                        
Payment of Dividend on Series A Preferred Shares
     11
       (700,000 )     (700,000 )
Payments for expenses pursuant to Tender offer
     10
      
—
      
(559
)
Proceeds from long-term debt
     9       —       15,000,000  
Repayment of long-term debt
     9       —       (15,000,000 )
Payment of special dividends
     10
       —       (13,066,019 )
Payment of deferred financing costs
     9
       —       (690,000 )
Cash contribution related to Spin-Off
    
1
       (10,356,450 )     —  
Net cash used in Financing Activities from Continuing operations
            
(11,056,450
)
    
(14,456,578
)
​
                        
Cash flows of Discontinued operations:
                        
Net cash provided by Operating Activities from discontinued operations
             94,908       399,398  
Net cash provided by Discontinued operations
             94,908       399,398  
 
                        
Net increase/(decrease) in cash, cash equivalents, and restricted cash
            
77,472,493
      
(7,223,617
)
Cash, cash equivalents and restricted cash at the beginning of the period
            
37,197,848
      
87,422,426
  
Cash, cash equivalents and restricted cash at the end of the period
          
$
114,670,341
    
$
80,198,809
  
​
                        
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
                        
Cash and cash equivalents from continuing operations
          
$
114,666,571
    
$
79,115,400
  
Cash and cash equivalents from discontinued operations           $ 3,770
    $ 3,409
 
Restricted cash, current from continuing operations
            
—
      
20,000
  
Restricted cash, non-current from continuing operations
             —       1,060,000  
Cash, cash equivalents, and restricted cash
          
$
114,670,341
    
$
80,198,809
  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information:


Toro Corp. (“Toro”) was formed on July 29, 2022 as a wholly owned subsidiary of Castor Maritime Inc. (“Castor”, or the “Former Parent Company”) under the laws of the Republic of the Marshall Islands under the name Tankco Shipping Inc. and changed its name to Toro Corp. on September 29, 2022. On March 7, 2023 (the “Distribution Date”), Castor completed the Spin-Off (as defined herein) of Toro based on the terms approved by the independent disinterested directors of Castor following the recommendation of its special committee of independent disinterested directors. In the Spin-Off, Castor separated its tanker fleet from its dry bulk and container fleet by, among other actions, contributing to Toro its interest in the subsidiaries comprising its tanker fleet, each owning one tanker vessel and Elektra Shipping Co. (the “Toro Subsidiaries”) in exchange for (i) 9,461,009 common shares of Toro, (ii) the issuance to Castor of 140,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Toro (the “Series A Preferred Shares”) having a stated amount of $1,000 per share and a par value of $0.001 per share and (iii) the issuance at par to Pelagos Holdings Corp, a company controlled by Toro’s Chairman and Chief Executive Officer, of 40,000 Series B preferred shares of Toro, par value $0.001 per share (the “Series B Preferred Shares”). Toro’s common shares were distributed on March 7, 2023 pro rata to the shareholders of record of Castor as of February 22, 2023 at a ratio of one Toro common share for every ten Castor common shares. The foregoing transactions are referred to collectively herein as the “Spin-Off”. Toro began trading on the Nasdaq Capital Market (“Nasdaq”), under the symbol “TORO”, in March 2023.


The Spin-off has been accounted for as a transfer of business among entities under common control. Accordingly, these accompanying consolidated financial statements of the Company have been presented as if the Toro Subsidiaries were consolidated subsidiaries of the Company for all periods presented and using the historical carrying costs of the assets and the liabilities of the Toro Subsidiaries, from their dates of incorporation. As a result, the accompanying consolidated financial statements include the accounts of Toro and its wholly owned subsidiaries (collectively, the “Company”).



On April 14, 2025 (the “Robin Distribution Date”), the Company contributed (a) the subsidiaries constituting the Company’s Handysize tanker segment and (b) $10.4 million in cash to the Company’s wholly owned subsidiary, Robin Energy Ltd. (“Robin”) as a capital contribution, in exchange for (i) the issuance by Robin to Toro of all 2,386,732 of Robin’s issued and outstanding common shares, and 2,000,000 1.00% Series A fixed rate cumulative perpetual convertible preferred shares of Robin, having a stated amount of $25 and a par value of $0.001 per share and (ii) the issuance of 40,000 Series B preferred shares of Robin, par value $0.001 per share, to Pelagos Holdings Corp, a company controlled by the Company’s Chairman and Chief Executive Officer. On the same day, the Company distributed all then issued and outstanding shares of Robin to its common shareholders of record as of April 7, 2025, on a pro rata basis (such transactions collectively, the “Robin Spin-Off”). For further details regarding the Robin Spin-Off, please refer to Note 1 of the consolidated financial statements in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026 (the “2025 Annual Report”).

F-6
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
1.
Basis of Presentation and General information: (continued)



As of June 30, 2026, the Company was engaged in the worldwide transportation of refined petroleum products and liquefied petroleum gas through its vessel-owning subsidiaries.



As a result of the sale of the M/T Wonder Sirius on January 24, 2024, the Company no longer has any Aframax/LR2 vessels. The results of operations and cash flows of the Aframax/LR2 tanker segment, as well as its assets and liabilities, are reported as discontinued operations for all periods presented (Note 3).



Castor Ships S.A., a corporation incorporated under the laws of the Republic of the Marshall Islands (“Castor Ships”), a related party controlled by Toro’s Chairman and Chief Executive Officer, Petros Panagiotidis, provides commercial ship management services, ship management and chartering services to the vessels owned by the Company’s vessel-owning subsidiaries. Such services are provided through subcontracting agreements with unrelated third-party managers, entered into with the Company’s consent, for the Company’s vessels. Castor Ships subcontracted the technical management of all the Company’s vessels to third-party ship management companies, except for the LPG Dream Syrax, for which Castor Ships provided the technical management from November 5, 2024 until its sale on September 3, 2025, the M/T Wonder Maia and the M/T Wonder Altair for which Castor Ships has provided the technical management since September 29, 2025, and February 8, 2026, respectively. As a part of the Spin-Off, the Company entered into a master management agreement with Castor Ships with respect to its vessels in substantially the same form as Castor’s Master Management Agreement previously in place for its vessels. The vessel management agreements with Castor Ships previously entered into for each of the vessels by the applicable vessel-owning subsidiary remain in effect for each such vessel.

As of June 30, 2026, Toro had 18 wholly owned subsidiaries incorporated in the Republic of the Marshall Islands.


The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the 2025 Annual Report.



The accompanying interim condensed consolidated financial statements are unaudited and include all normal recurring adjustments that management considers necessary for a fair presentation of its condensed consolidated financial position and results of operations for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.
F-7
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
2.
Significant Accounting Policies and Recent Accounting Pronouncements:


A discussion of the Company’s significant accounting policies can be found in the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report. During the six-month period ended June 30, 2026, except for the new significant accounting policies and the recent accounting pronouncements described below, there were no other significant changes to the Company’s significant accounting policies or recent accounting pronouncements that the Company expects to have a potential impact on its consolidated financial statements.

New significant accounting policies adopted during the six months ended June 30, 2026

Deferred Finance Fees


Costs associated with the revolving credit facility, including but not limited to, fees paid to lenders, fees required to be paid to third parties on the lender’s behalf in connection with a debt financing or refinancing, or any unamortized portion thereof, are presented by the Company as “Deferred finance fees” in the accompanying unaudited condensed consolidated balance sheet in accordance with ASC 835-30-45-1A. Such fees are amortized on a straight-line basis over the contractual term of the revolving credit facility, regardless of whether there are any outstanding borrowings under the facility.

Recent Accounting Pronouncements:


In April 2026, the FASB issued ASU 2026-01,Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock.The amendments in this update require entities to initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock using the PIK dividend rate stated in the preferred stock agreement, rather than at fair value. The ASU is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.



In May 2026, the FASB issued Accounting Standards Update No. 2026-02,Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and related environmental credit obligations. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual reporting periods, with early adoption permitted, and are required to be applied retrospectively. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and related disclosures.

F-8
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
3.
Discontinued operations:



Following the sale of the M/T Wonder Sirius (Note 1), the Company no longer has any Aframax/LR2 vessels. The Company has determined that the disposal of all of its Aframax/LR2 vessels constituted a disposal of an entity’s segment that will have a major effect on the Company’s operations and financial results. In this respect, the results of operations and cash flows of the Aframax/LR2 segment, as well as its assets and liabilities, are reported as discontinued operations for all periods presented in the accompanying unaudited interim condensed consolidated financial statements.



The components of assets and liabilities of discontinued operations in the unaudited condensed consolidated balance sheet at December 31, 2025 and June 30, 2026 consisted of the following:


   
December 31,
    
June 30,
  
   
2025
    
2026
  
CURRENT ASSETS:
            
Cash and cash equivalents
  
$
3,520
    
$
3,409
  
Due from related party, current
    
411,496
      
5,597
  
Prepaid expenses and other assets
    
1,143
      
3,738
  
Total current assets of discontinued operations
    
416,159
      
12,744
  
​
                
NON-CURRENT ASSETS:
                
Total non-current assets of discontinued operations
    
—
      
—
  
​
                
CURRENT LIABILITIES:
                
Accounts payable
    
1,436
      
37
  
Accrued liabilities
    
1,314,066
      
1,314,038
  
Total current liabilities of discontinued operations
    
1,315,502
      
1,314,075
  
​
                
NON-CURRENT LIABILITIES:
                
Total non-current liabilities of discontinued operations
    
—
      
—
  


The components of the income/(loss) from discontinued operations for the six months ended June 30, 2025 and 2026 in the unaudited interim condensed consolidated statements of comprehensive income consisted of the following:


   
Six Months Ended
June 30,
    
Six Months Ended
June 30,
  
   
2025
    
2026
  
REVENUES:
            
Total vessel revenues
    
—
      
—
  
 
                
INCOME/(EXPENSES):
                
Voyage expenses (including $0 and $0 to related party for the six months ended June 30, 2025 and 2026, respectively)
    
117,732
      
—
  
Vessel operating expenses
    
(12,241
)
    
2,125
  
Total income
    
105,491
      
2,125
  
 
                
Operating income
    
105,491
      
2,125
  
 
                
OTHER INCOME/(EXPENSES):
                
Interest and finance costs
    
(4,747
)
    
(4,604
)
Foreign exchange gains
    
22
      
—
  
Total other expenses, net
    
(4,725
)
    
(4,604
)
 
                
Net income/(loss) and comprehensive income/(loss) from discontinued operations
  
$
100,766
    
$
(2,479
)

F-9
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
4.
Transactions with Related Parties:


(a)
Castor Ships:


For a further description of the services provided by, and transactions with, Castor Ships prior to January 1, 2026, please refer to Note 4 to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report.


As of June 30, 2026, in accordance with the provisions of the Master Management Agreement, effective April 26, 2023, by and among the Company, its shipowning subsidiaries and Castor Ships, Castor Ships had subcontracted to a third-party ship management company the technical management of all the Company’s vessels, except the M/T Wonder Maia and the M/T Wonder Altair, for which Castor Ships has provided the technical management since September 29, 2025 and February 8, 2026, respectively. Castor Ships pays, at its own expense, the third-party technical management company a fee for the services it has subcontracted to such company without any additional cost to Toro.

During the six months ended June 30, 2025 and 2026, Castor Ships charged and collected the following fees and commissions: (i) management fees amounting to $919,989 and $819,900, respectively, (ii) charter hire commissions amounting to $289,644 and $397,959, respectively and (iii) capital raising commission of $150,000 for the six months ended June 30, 2026, related to the $15.0 million drawdown on April 2, 2026 under the Company’s revolving credit facility (Note 9).



During the six months ended June 30, 2025 and 2026, the Flat Management Fee (as defined in the 2025 Annual Report) amounted to $1,648,570 and $1,691,764, respectively, and is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.


The Master Management Agreement also provides for advance funding equal to two months of vessel daily operating costs to be deposited with Castor Ships as a working capital guarantee, refundable in case a vessel is no longer under Castor Ships’ management. As of June 30, 2026, the working capital guarantee advances to Castor Ships amounted to $1,341,549 which are presented in ‘Due from related party, non-current’ in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2026, the amount of $6,672,662 of ‘Due from related party, current’, represents advances for operating expenses made by the Company to the third-party managers and Castor Ships and advances of expected scheduled dry-docking repairs.

(b)
Former Parent Company:


Details of the Company’s transactions with the Former Parent Company are discussed in Note 4(b) to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report.


In connection with the Spin-Off as discussed in Note 1, on March 7, 2023, Toro issued 140,000 1.00% Series A Preferred Shares to Castor having a stated amount of $1,000 per share and a par value of $0.001 per share (Note 11). During the six months ended June 30, 2026, the Company paid to Castor a dividend amounting to $700,000 and the amount of accrued dividend on Series A Preferred Shares due to Castor as of June 30, 2026 was $299,444 and is presented  in ‘Due to related party, current’ in the accompanying unaudited condensed consolidated balance sheet.



For the six months ended June 30, 2025 and 2026, the Company received a dividend on the Series D preferred shares of Castor, amounting to $2.1 million and $2.5 million, respectively and is presented in ‘Dividend income from related parties’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. As of December 31, 2025 and June 30, 2026, the aggregate value of the investment in Castor amounted to $101,069,444 for both periods, including $1,069,444 of accrued dividends, and is included as ‘Investment in related parties’ in the accompanying unaudited condensed consolidated balance sheet. As of June 30, 2026, the Company did not identify any impairment or any observable prices for identical or similar investments of the same issuer.



On December 11, 2024, Toro entered into a facility agreement with Castor to provide a $100.0 million senior term loan facility to Castor (the “Term Loan”) which was drawn down on the same date. During the six months ended June 30, 2025, the Term Loan was fully repaid. During the six months ended June 30, 2025 and 2026, the interest income under the Term Loan amounted to $1,771,836 and $0 and is presented in ‘Interest income from related party’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.


The above transactions and their terms were approved by the Board of Directors of Toro and Castor at the recommendation of their respective special committees of disinterested and independent directors.


(c) 
Equity incentive plan:


As of June 30, 2026, the Company maintains an Equity Incentive Plan and 2025 Equity Incentive Plan (as discussed in Note 14) under which the Company’s board of directors has made and may make awards of certain securities of the Company or cash to directors, officers and employees of the Company and/or its subsidiaries and affiliates and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its subsidiaries and affiliates.
F-10
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
4.
Transactions with Related Parties: (continued)


The stock-based compensation cost for the non-vested shares under the Equity Incentive Plan and 2025 Equity Incentive Plan for the six months ended June 30, 2025 and 2026, amounted to $1,769,877 and $3,257,648, respectively, and is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.


(d)
Robin Energy Ltd.


As discussed in Note 1, as part of the Robin Spin-Off, Toro received 2,000,000 Series A preferred shares of Robin, having a stated amount of $25 and a par value of $0.001 per share. The Company is the holder of all of the issued and outstanding Series A preferred shares (Note 1). For further details regarding the Series A preferred shares as part of the Robin Spin-Off, please refer to the consolidated financial statements and related notes included in the 2025 Annual Report.


As of June 30, 2026, the aggregate value of investments in Robin amounted to $26,049,125, including $106,944 of accrued dividends, and is included as ‘Investments in related parties’ in the accompanying unaudited consolidated balance sheet. As of June 30, 2026, the Company did not identify any indications of impairment or any observable prices for identical or similar investments of the same issuer.


Furthermore, Toro is entitled to receive cumulative cash dividends, at the annual rate of 1.00% on the stated amount of $25 per share, of the 2,000,000 Series A preferred shares, receivable quarterly in arrears on the 15th day of January, April, July and October in each year, subject to Robin’s Board of Directors approval. For the six months ended June 30, 2025 and 2026, the Company received a dividend on the Series A preferred shares of Robin, amounting to $1,389 and $250,000, respectively and is presented in ‘Dividend income from related parties’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income. During the six- month period ended June 30, 2025 and 2026, dividend income derived from the Company’s investment in Robin amounted to $106,944 and $250,000 respectively and is presented in ‘Dividend income from related parties’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

5.
Deferred Charges, net:


The movement in deferred charges, net, which represents deferred dry-docking costs, in the accompanying unaudited condensed consolidated balance sheets is as follows:

​
  
Dry-docking costs
  
Balance December 31, 2025
  
$
1,835,981
  
Amortization
    
(203,795
)
Balance June 30, 2026
  
$
1,632,186
  

F-11
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
6.
Vessels, net:

(a)
Vessels, net:


The amounts in the accompanying unaudited condensed consolidated balance sheets are analyzed as follows:

​
  
Vessel Cost
    
Accumulated
depreciation
    
Net Book Value
  
Balance December 31, 2025
  
$
102,169,881
    
$
(5,989,319
)
  
$
96,180,562
  
Improvements, and other vessel costs
    
14,515
      
—
      
14,515
  
Depreciation
    
—
      
(2,688,387
)
    
(2,688,387
)
Balance June 30, 2026
  
$
102,184,396
    
$
(8,677,706
)
  
$
93,506,690
  

7.
Investment in equity securities:


The amounts of the Company's investment in equity securities in the accompanying unaudited condensed consolidated balance sheets are presented in the table below:

   
December 31,
2025
    
June 30,
2026
  
Investment in equity securities with readily determinable fair values (a)
   $ 209,486    
$
—
  
Investment in equity securities without readily determinable fair values (b)
   $ 5,647,853    
$
5,647,853
  

(a)
Investment in equity securities with readily determinable fair values


A summary of the movement in equity securities with readily determinable fair values for the six months ended June 30, 2026 is presented in the table below:

   
Equity securities
with readily
determinable
fair values
  
Balance December 31, 2025
  
$
209,486
  
Proceeds from sale of equity securities
     (205,751 )
Realized loss on equity securities revalued at fair value at end of the period
    
(2,774
)
Unrealized foreign exchange loss
    
(961
)
Balance June 30, 2026
  
$
—
  


During the six months ended June 30, 2026, the Company did not receive any dividends from its investments in equity securities with readily determinable fair values.

(b)
Investment in equity securities without readily determinable fair values


During the six months ended June 30, 2026, there was no movement in equity securities without readily determinable fair values and the Company received no dividends from these investments. The investment in equity securities without readily determinable fair values amounting to $5,647,853 is presented in ‘Investment in equity securities, non-current’ in the accompanying unaudited condensed consolidated balance sheet.


As of June 30, 2026, the Company did not identify any impairment or any observable prices for identical or similar investments of the same issuer.

F-12
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
8.
Investment in debt securities:


On February 16, 2026, the Company entered an investment in foreign-currency-denominated debt securities amounting to $588,135. On May 4, 2026, the Company received proceeds of $586,085 from the contractual redemption of this investment.


On July 17, 2025, the Company entered a four-year investment in debt securities amounting to $2,910,000. Interest income is earned on a semi-annual basis on the 20th day of January and July in each year starting from January 20, 2026.


On May 27, 2026, the Company entered a four-year investment in debt securities amounting to $606,250. Interest income is earned on a semi-annual basis on the 27th day of May and November in each year starting from November 27, 2026.


The Company’s held to maturity investments are comprised of corporate bonds with maturity of more than twelve months.The maturity schedule of the outstanding investments in debt securities as of June 30, 2026, is as follows:

Maturity date
  
Carrying amount
  
Due within 1 year
  
$
—
  
Due in 1-5 years
    
3,534,605
  
Due in 5-10 years
     —
  
Total
   $ 3,534,605
  


As of December 31, 2025 and June 30, 2026, the investment in debt securities amounting to $2,918,353 and $3,534,605, respectively, is presented in ‘Investment in debt securities’ in the accompanying consolidated balance sheet. No allowance for credit losses was warranted on investments as of June 30, 2026.

9.
Long-Term Debt:

 
a.
$60.0 Million Revolving Credit Facility


On March 30, 2026, four of the Company’s wholly owned MR tanker vessels and LPG carriers ship-owning subsidiaries, owning the M/T Wonder Altair, M/T Wonder Maia, LPG Dream Arrax and LPG Dream Vermax, entered into an up to $60.0 million revolving credit facility (the “Facility”) with a European financial institution. The Company drew down $15.0 million on April 2, 2026, which was repaid on June 30, 2026. The Facility has a term of five years from the first drawdown date, bears an interest rate of Term SOFR plus a margin per annum on amounts drawn, and its availability reduces by twenty (20) quarterly consecutive reduction installments as follows: (i) $1,420,000 in respect of the 1st to the 19th such installment and (ii) in respect of the 20th and last such installment, $33,020,000 (comprising a payment in the amount of $1,420,000 and a balloon payment in the amount of $31,600,000).


The Facility is secured by a first priority mortgage over the vessels owned by the borrowers and is guaranteed by the Company. The borrowers are required to maintain an aggregate minimum liquidity of $1.0 million in their pledged deposit accounts and maintain and gradually fund certain dry-dock reserve accounts to ensure the payment of any costs incurred in relation to the next dry-docking of each mortgaged vessel. The Company as guarantor is also required to maintain a security cover ratio of at least 125% until maturity. The Facility’s net proceeds will be used for general corporate purposes. As of June 30, 2026, unamortized deferred financing fees associated with the Facility amounted to $677,776, of which $145,952 and $531,824 were presented as “Deferred finance fees, current” and “Deferred finance fees, non-current,” respectively, in the accompanying unaudited condensed consolidated balance sheet. As of June 30, 2026, there were no amounts outstanding and the Company had an aggregate amount of $58.6 million available to be drawn down under the Facility.

F-13
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
10.
Equity Capital Structure:


Under Toro’s initial Articles of Incorporation dated July 29, 2022, Toro’s authorized capital stock consisted of 1,000 shares par value $0.001 per share. On March 2, 2023, the Company’s articles of incorporation were amended and restated and Toro’s authorized capital stock was increased to 3,900,000,000 common shares, par value $0.001 per share and 100,000,000 preferred shares, par value $0.001 per share. For a further description of the terms and rights of the Company’s capital stock and details of its equity transactions prior to January 1, 2026, please refer to Note 9 to the consolidated financial statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report.


On December 5, 2025, the Company declared a special dividend of $1.75 per common share, consisting of either cash or 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 $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 Nasdaq through December 4, 2025, or $3.8386 per share.

On April 22, 2026, the Company declared a special dividend of $0.90 per common share, consisting of either cash or common shares. The dividend was paid on June 5, 2026, to shareholders of record as of May 4, 2026. Based on shareholder elections, the dividend was paid in the form of $3.8 million in cash and 5,707,246 shares of the Company’s common stock. The number of common shares issued for the common share dividend election was calculated based on the 20-day volume-weighted average trading price of the Company’s common shares on Nasdaq through April 21, 2026, or $3.8821 per share.



As of June 30, 2026, Toro had 34,559,330 common shares issued and outstanding including 2,980,000 restricted common shares issued pursuant to the Equity Incentive Plan (as defined and discussed in Note 14).

11.
Mezzanine equity:

Series A Preferred Shares


The Company issued as part of the Spin-Off to Castor 140,000 Series A Preferred Shares with par value of $0.001 and a stated value of $1,000 each. Details of the Company’s Series A Preferred Shares are discussed in Note 10 to the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.



The Company uses an effective interest rate of 3.71% over the expected life of the preferred stock (being nine years) which is the expected earliest redemption date. This is consistent with the interest method, taking into account the discount between the issuance price and liquidation preference and the stated dividends, including “step-up” amounts. The amount accreted during the six months ended June 30, 2026, was $1,628,891 and is presented as ‘Deemed dividend on Series A Preferred Shares’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.


As of June 30, 2026, the net value of Mezzanine Equity amounted to $127,438,124, including the amount of $1,628,891 of deemed dividend on the Series A Preferred Shares in the six months ended June 30, 2026, and is presented as ‘Mezzanine Equity’ in the accompanying unaudited condensed consolidated balance sheet. During the six months ended June 30, 2026, the Company paid to Castor a dividend amounting to $700,000 on the Series A Preferred Shares for the period from October 15, 2025 to April 14, 2026. The accrued amount for the period from April 15, 2026 to June 30, 2026 (included in the dividend period ended July 14, 2026) amounted to $299,444 (Notes 4(b) and 19(c)).

F-14
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
12.
Financial Instruments and Fair Value Disclosures


As of June 30, 2026, the principal financial assets of the Company consist of cash at banks, restricted cash, accounts receivable trade, investment in equity and debt securities and investment in related parties, Castor and Robin, and amounts due from related party. As of June 30, 2026, the principal financial liabilities of the Company consist of accounts payable, accrued liabilities and amounts due to related party.


The following methods and assumptions were used to estimate the fair value of each class of financial instruments:



•
Cash, cash equivalents and restricted cash, accounts receivable trade, amounts due from/to related party/(ies), accrued liabilities and accounts payable: The carrying values reported in the unaudited condensed consolidated balance sheets for those financial instruments are reasonable estimates of their fair values due to their short-term maturities. Cash, cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities.


•
Investment in related parties: Investment in related parties is initially measured at the transaction price and subsequently assessed for the existence of any observable market for the Series D preferred shares of Castor and Series A preferred shares of Robin, any observable price changes for identical or similar investments and the existence of any indications for impairment. As per the Company’s assessment, no such case was identified as of June 30, 2026.


•
Investment in equity securities: The carrying value reported in the accompanying unaudited condensed consolidated balance sheet for investment in equity securities with readily determinable fair values represents its fair value and is considered a Level 1 item of the fair value hierarchy as it is determined through quoted prices in an active market. Investment in equity securities without a readily determinable fair value is initially measured at the transaction price and subsequently assessed for the existence of any observable market and any observable price changes for identical or similar investments and the existence of any indications for impairment. As per the Company’s assessment, no such case was identified as of June 30, 2026.


•
Investment in debt securities: The carrying value reported in the accompanying consolidated balance sheet for investment in debt securities is at amortized cost. The fair value of the investment in debt securities, is determined through Level 1 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements, as it is determined through quoted prices in an active market.


The estimated fair value of the Company’s investment in debt securities at June 30, 2026 is as follows:

 
Carrying amount
  
Fair value
  
Investment in debt securities
  
$
3,534,605
    
$
3,718,087
  


Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash, cash equivalents and restricted cash, due from related party and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition.

F-15
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
13.
Commitments and Contingencies:


Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, pool operators, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.


The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. As of the date of these unaudited interim condensed consolidated financial statements, management was not aware of any such claims or contingent liabilities that should be disclosed or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

(a)
Commitments under long-term lease contracts



The following table sets forth the future minimum contracted lease payments to the Company (gross of charterers’ commissions), based on the Company’s vessels’ commitments to non-cancelable time charter contracts as of June 30, 2026. Non-cancelable time charter contracts include fixed-rate time charters.

Twelve-month period ending June 30,
  
Amount
  
2027
  
$
19,288,112
  
Total
  
$
19,288,112
 

14.
Equity Incentive Plan:


For further details regarding the Equity Incentive Plan and 2025 Equity Incentive Plan , please refer to Note 13 of the Company’s consolidated financial statements for the year ended December 31, 2025, included in the 2025 Annual Report.



As of June 30, 2026, the Company maintains an Equity Incentive Plan and 2025 Equity Incentive Plan under which the Company’s board of directors has made and may make awards of certain securities of the Company or cash to directors, officers and employees (including any prospective director, officer or employee) of the Company and/or its subsidiaries and affiliates and consultants and service providers to (including persons who are employed by or provide services to any entity that is itself a consultant or service provider) the Company and its subsidiaries and affiliates. As of June 30, 2026, the Company had 600,000 remaining restricted shares available for awards under the 2025 Equity Incentive Plan.



The stock-based compensation cost for the non-vested shares under the Equity Incentive Plan and 2025 Equity Incentive Plan for the six months ended June 30, 2025 and 2026 amounted to $1,769,877 and $3,257,648, respectively, and is included in ‘General and administrative expenses’ in the accompanying unaudited interim condensed consolidated statements of comprehensive income.

F-16
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
14.
Equity Incentive Plan: (continued)



A summary of the status of the Company’s non-vested restricted shares as of June 30, 2026, and the movement during the six months ended June 30, 2026, is presented below:

   
Number of
restricted shares
    
Weighted average grant
date fair value per
non-vested share
  
Non-vested, December 31, 2025
    
3,240,000
     $
5.81
  
Vested
    
(260,000
)
   $
4.57
  
Non-vested, June 30, 2026
    
2,980,000
      
5.92
  


For the six months ended June 30, 2026, 260,000 restricted common shares vested. The remaining unrecognized compensation cost relating to the shares granted amounted to $5,483,193 as of June 30, 2026, is expected to be recognized over the remaining period of two years, according to the contractual terms of those non-vested share awards.

15.
Earnings/(Loss) Per Common Share:


The computation of earnings/(loss) per share is based on the weighted average number of common shares outstanding during that period.


The Company calculates earnings/(loss) per common share by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding during the relevant period.



The Company calculates basic earnings/(loss) per share in conformity with the two-class method required for companies with participating securities. The calculation of basic earnings/(loss) per share does not consider the non-vested shares as outstanding until the time-based vesting restrictions have lapsed.


Diluted earnings/(loss) per common share, if applicable, reflects the potential dilution that could occur if potentially dilutive instruments were exercised, resulting in the issuance of additional shares that would then share in the Company’s net income. For the purpose of calculating diluted earnings/(loss) per common share, the weighted average number of diluted shares outstanding includes (i) the conversion of outstanding Series A Preferred Shares (Note 11) calculated with the “if converted” method by using the average closing market price over the reporting periods and (ii) the incremental shares assumed to be issued, determined under the two-class method weighted for the periods the non-vested shares were outstanding, if the two-class method was more dilutive than the treasury stock method. If there is a loss from continuing operations, diluted earnings per common share (EPS) would be computed in the same manner as basic EPS is computed, even if the entity has net income after adjusting for discontinued operations. Thus, the inclusion of the potential common shares from the conversion of outstanding Series A Preferred Shares and the incremental shares assumed to be issued, determined under the two-class or treasury stock method weighted for the periods the non-vested shares were outstanding, in diluted EPS from continuing operations would have an anti-dilutive effect. Therefore, basic EPS and diluted EPS are the same for continuing operations, discontinued operations and net income. The components of the calculation of basic and diluted earnings/(loss) per common share in each of the periods comprising the accompanying unaudited interim condensed consolidated statements of comprehensive income are as follows:

F-17
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
15.
Earnings/(Loss) Per Common Share: (continued)


   
Six months ended
June 30,
    
Six months ended
June 30,
  
   
2025
    
2026
  
Net income and comprehensive income from continuing operations
  $ 2,911,314     $ 1,087,321  
Net income/(loss) and comprehensive income/(loss) from discontinued operations
    100,766       (2,479 )
Net income and comprehensive income
  
$
3,012,080
     $ 1,084,842  
Dividend on Series A Preferred Shares
    
(703,889
)
    
(700,000
)
Deemed dividend on Series A Preferred Shares
    
(1,557,952
)
    
(1,628,891
)
Undistributed and distributed earnings to non-vested participating securities
     (54,831 )     (2,907,000 )
Net income/(loss) attributable to common shareholders, basic
  
$
695,408
    
$
(4,151,049
)
Undistributed earnings to non-vested participating securities
     54,831       —  
Undistributed earnings reallocated to non-vested participating securities
     (11,584 )     —  
Dividend on Series A Preferred Shares
     703,889       —  
Deemed dividend on Series A Preferred Shares
     1,557,952       —  
Net income/(loss) attributable to common shareholders, diluted
   $ 3,000,496     $ (4,151,049 )
Weighted average number of common shares outstanding, basic
    
17,698,383
      
25,873,243
  
Effect of dilutive shares
    
71,285,000
      
—
  
Weighted average number of common shares outstanding, diluted
    
88,983,383
      
25,873,243
  
Earnings/(loss) per common share, basic, continuing operations
  
$
0.034
    
$
(0.160
)
Earnings/(loss) per common share, diluted, continuing operations
  
$
0.033
    
$
(0.160
)
Earnings/(loss) per common share, basic, discontinued operations
  $ 0.006     $ (0.0001 )
Earnings/(loss) per common share, diluted, discontinued operations
  $ 0.001     $ (0.0001 )
Earnings/(loss) per common share, basic, total
  $ 0.040     $ (0.160 )
Earnings/(loss) per common share, diluted, total
  $ 0.034     $ (0.160 )

F-18
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)

16.
Vessel Revenues:


The following table includes the vessel revenues earned by the Company by type of contract in each of six-month periods ended June 30, 2025, and June 30, 2026, as presented in the accompanying unaudited interim condensed consolidated statements of comprehensive income:

​
  
Six months ended
June 30,
    
Six months ended
June 30,
  
   
2025
    
2026
  
Time charter revenues
    
7,528,174
      
12,913,332
  
Pool revenues
    
2,068,779
      
—
  
Total Vessel Revenues
  
$
9,596,953
    
$
12,913,332
  


The Company generates its revenues from time charters for the six-month period ended June 30, 2026.


The Company typically enters into time charters ranging from one month to twelve months, and, in isolated cases, for longer terms, depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject to the owner’s protective restrictions set forth in the agreed charterparty’s terms. Time charter agreements may have extension options that range over certain time periods, which are usually periods of months. The time charter party generally provides, among others, typical warranties regarding the speed and the performance of the vessel as well as owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws and war risks, and carry only lawful and non-hazardous cargo.

17.
Vessel Operating and Voyage Expenses:


The amounts in the accompanying unaudited interim condensed consolidated statements of comprehensive income are analyzed as follows:

​
  
Six months ended
June 30,
    
Six months ended
June 30,
  
Voyage expenses
  
2025
    
2026
  
Brokerage commissions
    
149,275
      
188,302
  
Brokerage commissions - related party
    
289,644
      
397,959
  
Port & other expenses
    
162,305
      
453,507
  
Bunkers consumption
    
25,770
      
41,821
  
Total Voyage expenses
  
$
626,994
    
$
1,081,589
  

​
  
Six months ended
June 30,
    
Six months ended
June 30,
  
Vessel Operating Expenses
   2025
    
2026
  
Crew & crew related costs
    
2,997,533
      
2,815,529
  
Repairs & maintenance, spares, stores, classification, chemicals & gases, paints, victualling
    
803,294
      
851,816
  
Lubricants
    
78,580
      
127,178
  
Insurance
    
179,295
      
201,339
  
Tonnage taxes
    
32,649
      
35,657
  
Other
    
456,977
      
685,069
  
Total Vessel operating expenses
  
$
4,548,328
    
$
4,716,588
  

F-19
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
18.
Segment Information:


For further details regarding segment information, please refer to the consolidated financial statements and related notes included in the 2025 Annual Report.


The reportable segments reflect the internal organization of the Company and the way the chief operating decision maker (“CODM”), who is the Chief Executive Officer of the Company, reviews the operating results and allocates capital within the Company. The CODM assesses segment performance using key financial measures, including revenues, operating expenses, segment operating income and net income. These metrics help the CODM assess segment profitability, optimize fleet deployment, control costs and determine capital allocation. Based on these segment performance trends, the CODM makes resource allocation decisions such as adjusting chartering strategies, prioritizing fleet expansion or disposals, and optimizing cost efficiencies to enhance profitability and overall segment performance.



The table below presents information about the Company’s reportable segments for the six months ended June 30, 2025, and 2026. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s unaudited interim consolidated financial statements.

    Six months ended June 30, 2025     Six months ended June 30, 2026  
 
  
Eco
tanker
segment(1)
    
LPG carrier
segment
    
Total
    
Eco
tanker
segment
    
Non-Eco
tanker
segment
    
LPG carrier
segment
    
Total
  
Time charter revenues
  
$
—
     $ 7,528,174    
$
7,528,174
    
$
3,870,923
     $ 4,836,972     $ 4,205,437    
$
12,913,332
  
Pool revenues
    
2,068,779
       —      
2,068,779
      
—
       —       —      
—
  
Total vessel revenues
  
$
2,068,779
     $ 7,528,174    
$
9,596,953
    
$
3,870,923
     $ 4,836,972     $ 4,205,437    
$
12,913,332
  
Voyage expenses (including charges from related party)
    
(266,641
)
     (360,353 )    
(626,994
)
    
(435,512
)
     (435,788 )     (210,289 )    
(1,081,589
)
Vessel operating expenses
    
(696,733
)
     (3,851,595 )    
(4,548,328
)
    
(1,403,230
)
     (1,439,613 )     (1,873,745 )    
(4,716,588
)
Management fees to related party
    
(144,585
)
     (775,404 )    
(919,989
)
    
(214,600
)
     (207,100 )     (398,200 )    
(819,900
)
Depreciation and amortization
    
(415,178
)
     (1,891,522 )    
(2,306,700
)
    
(791,501
)
     (950,816 )     (1,149,865 )    
(2,892,182
)
Segments operating income
  
$
545,642
     $ 649,300    
$
1,194,942
    
$
1,026,080
     $ 1,803,655     $ 573,338    
$
3,403,073
  
Interest and finance costs
                    
(79,144
)
                            
(498,432
)
Interest income
                    
1,296,262
                              
1,415,205
  
Interest income from related party
                     1,771,836                               —  
Dividend income from related parties
                     2,620,833                               2,750,000  
Foreign exchange gains/(losses)
                     35,744                               (18,519 )
Dividend income on equity securities
                     4,623                               —  
Gain/(loss) on equity securities
                     22,163                               (2,774 )
Less: Unallocated corporate general and administrative expenses (including related party)
                     (3,955,945 )                             (5,961,232 )
Net income and comprehensive income from continuing operations
                   $ 2,911,314                             $ 1,087,321  
Net income/(loss) and comprehensive income from discontinued operations
                  $ 100,766                             $ (2,479 )
Net income and comprehensive income
                   $ 3,012,080                             $ 1,084,842  

(1)
For the six months ended June 30, 2025, the Eco tanker segment includes pool revenues of $2,068,779 from the M/T Wonder Mimosa operating in a pool arrangement prior to its contribution to Robin on April 14, 2025. The M/T Wonder Mimosa is a 2010-built Handysize vessel that does not have eco-design characteristics, but its results are included within the Eco tanker segment as the successor to the former Handysize tanker segment.


F-20
TORO CORP.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars – except for share data unless otherwise stated)
18.
Segment Information: (continued)


A reconciliation of total segment assets to total assets presented in the accompanying unaudited condensed consolidated balance sheets of December 31, 2025, and June 30, 2026, is as follows:

   
As of
December 31,
2025
    
As of
June 30,
2026
  
Eco tanker segment
    
40,437,114
      
40,258,165
  
Non-Eco tanker segment
     31,342,180
       30,868,998  
LPG carrier segment
     34,704,050       34,096,917  
Cash and cash equivalents(1)
    
87,417,921
      
79,101,252
  
Prepaid expenses and other assets(1)
    
137,029,872
      
137,414,265
  
Total assets from continuing operations
   $ 330,931,137     $ 321,739,597  
Total assets from discontinued operations
   $ 416,159     $ 12,744  
Total consolidated assets
  
$
331,347,296
    
$
321,752,341
  

(1)
Refers to assets of other, non-vessel-owning, entities included in the consolidated financial statements.

19.
Subsequent Events:

(a)
Dividend from Castor Series D Preferred Shares: On July 15, 2026, the Company received from Castor a dividend from the Series D preferred shares of Castor, amounting to $1,250,000 for the dividend period from April 15, 2026 to July 14, 2026.

(b)
Dividend from Robin Series A Preferred Shares: On July 15, 2026, the Company received from Robin a dividend from the Series A preferred shares of Robin, amounting to $125,000 for the dividend period from April 15, 2026 to July 14, 2026.

(c)
Dividend on Series A Preferred Shares: On July 15, 2026, the Company paid to Castor a dividend on the Series A Preferred Shares, which was declared on June 27, 2026, amounting to $350,000 for the dividend period from April 15, 2026 to July 14, 2026.

(d)
Revolving Credit Facility: On September 9, 2026, the Company served to the lenders a voluntary cancellation notice, cancelling $8.58 million of the Company’s available commitment under the Facility, thus reducing the borrowing capacity available to the Company thereunder to $50.0 million. All security interests in the Company’s two LPG carriers, the LPG Dream Arrax and the LPG Dream Vermax, mortgaged thereunder and all the obligations under the Facility of the Company’s subsidiaries owning such vessels were released by the lenders in connection with such commitment cancellation. Additionally, the Facility was partially drawn down by $10.0 million on September 11, 2026, and by $38.8 million on October 1, 2026. As of October 9, 2026, $48.8 million was outstanding under the Facility, representing the full amount available following the scheduled reduction of $1.2 million on September 30, 2026.

(e)
Acquisition of a 2018-built MR (MR2 class) tanker vessel: On September 6, 2026, the Company, through a wholly owned subsidiary, entered into agreement with an unaffiliated third-party to acquire a 2018-built MR (MR2 class) tanker vessel, the M/T Wonder Alasia, for a purchase price of $45.9 million. The acquisition was funded using cash on hand. The M/T Wonder Alasia was delivered to the Company on September 17, 2026. 

(f)
Spin-Off of LPG Carrier Business: On October 8, 2026, the Company completed the spin-off of its LPG carrier business comprising two LPG carriers, the LPG Dream Arrax and the LPG Dream Vermax, $45.0 million of cash and settlement of certain liabilities and other obligations between the Company and AI OKTO as provided by the Contribution and Spin-Off Distribution Agreement between Toro and AI OKTO (the “AI OKTO Spin-Off”).  In connection with the AI OKTO Spin-Off, the Company distributed all of the outstanding common shares of AI OKTO CORP. (“AI OKTO”) to its shareholders on a pro rata basis, with its common shareholders receiving one common share of AI OKTO for every eight Toro common shares held as of October 1, 2026.  AI OKTO’s common shares have been approved for listing on Nasdaq under the symbol “AIOK.” The Company retains an interest in AI OKTO through the ownership of 5,000,000 shares of 1.00% Series A Convertible Preferred Stock, with a stated amount of $5.00 per share, of AI OKTO. The Company expects to account for the AI OKTO Spin-Off as a distribution to its common shareholders, resulting in a reduction of shareholders’ equity in the fourth quarter of 2026 equal to the carrying amount of the net assets and cash contributed to AI OKTO, less the fair value of the Series A Preferred Shares of AI OKTO retained by the Company. AI OKTO filed a registration statement on Form 20-F, which was declared effective by the SEC on September 29, 2026 and contains a more detailed description of the terms of the AI OKTO Spin-Off.

(g)
Acquisition of a 2014-built MR (MR2 class) tanker vessel: On September 17, 2026, the Company, through a wholly owned subsidiary, entered into an agreement with an unaffiliated third-party to acquire a 2014-built MR (MR2 class) tanker vessel, the M/T Wonder Atria (currently operating under its previous name with IMO No. 9686716), for a purchase price of $37.5 million. The acquisition was funded using cash on hand. The M/T Wonder Atria was delivered to the Company on September 18, 2026.

(h)
New Revolving Credit Facility: On September 30, 2026, one of the Company’s wholly owned MR tanker vessel ship-owning subsidiaries entered into an up to $22.5 million revolving credit facility (the “New Facility”) with a leading European financial institution which was fully drawn down on October 1, 2026. The New Facility has a tenor of five years, bears interest at a rate of Term SOFR plus a margin, and is secured by, among others, a first priority mortgage over the M/T Wonder Alasia. The net proceeds from the New Facility are intended to be used for general corporate purposes.

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the financial condition and results of operations of Toro Corp. (“Toro”) for the six-month periods ended June 30, 2025, and June 30, 2026. Unless otherwise specified herein, references to the “Company”, “we”, “our” and “us” or similar terms shall include Toro and its wholly owned subsidiaries. You should read the following discussion and analysis together with the unaudited interim condensed consolidated financial statements and related notes included elsewhere in this report. Amounts relating to percentage variations in period-on-period comparisons shown in this section are derived from those unaudited interim condensed consolidated financial statements. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. These forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual results, cash flows, financial positions, events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For a more complete discussion of these risks and uncertainties, please read the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2026. For additional information relating to our management’s discussion and analysis of financial conditions and results of operations, please see our 2025 Annual Report. Unless otherwise defined herein, capitalized terms and expressions used herein shall have the same meanings ascribed to them in the 2025 Annual Report.

On October 8, 2026, we completed the pro rata distribution of all outstanding AI OKTO CORP. (“AI OKTO”) common shares in connection with the spin-off of our LPG carrier business. Shareholders entitled to the distribution received one AI OKTO common share for every eight Toro common shares, held on the record date of October 1, 2026. As a result, beginning in the fourth quarter of 2026, our business will comprise of two reportable segments, the Eco tanker segment and the Non-Eco tanker segment. For more information, please see “Spin-Off of LPG Carrier Business” in the Note 19(f) to our unaudited interim condensed consolidated financial statements and as included elsewhere in this discussion of the financial condition and results of operations of Toro for the six-month periods ended June 30, 2025, and June 30, 2026.

Business Overview and Fleet Information

We are an independent, growth-oriented shipping company that was incorporated under the laws of the Republic of the Marshall Islands in July 2022 by Castor Maritime Inc. (“Castor”) to serve as the holding company of Castor’s former tanker owning subsidiaries and Elektra Shipping Co. (formerly owning the M/T Wonder Arcturus) in connection with the spin-off of Castor’s tanker business into an independent, publicly traded company (the “Spin-Off”). The Spin-Off was completed on March 7, 2023, on which date we began to trade as an independent publicly listed company. For further information regarding the Spin-Off, refer to the 2025 Annual Report.

We acquire, own, charter and operate oceangoing tanker vessels. We currently own, charter and operate four MR tanker vessels, with an aggregate cargo carrying capacity of 0.2 million dwt and an average age of 9.4 years (together, our “Fleet”) and provide worldwide seaborne transportation services for refined petroleum products.

As of October 9, 2026, we operated a fleet of four vessels engaged in the worldwide transportation of refined petroleum products, consisting of four MR (MR2 class) tankers. As a result of the different characteristics of the transport of refined petroleum products (carried by MR tanker vessels) and LPG (carried by LPG carriers), as well as differences in the nature of trade, trading routes, charterers and cargo handling of LPG and refined petroleum products, and considering the tanker vessels’ eco-design technical characteristics we have determined that during the six months ended June 30, 2026, we operated in three reportable segments: (i) the Eco tanker segment (comprised of M/T Wonder Altair), (ii) the Non-Eco tanker segment (comprised of M/T Wonder Maia) and (iii) the LPG carrier segment (comprised of LPG Dream Arrax and LPG Dream Vermax), each on a continuing operations basis. Following completion of the sale of the M/T Wonder Sirius on January 24, 2024, the Company no longer has any Aframax/LR2 vessels and the results of operations and cash flows of the Aframax/LR2 tanker segment, as well as their assets and liabilities, are reported as discontinued operations for all periods presented. For information on our discontinued operations, see Note 3 to the unaudited interim condensed consolidated financial statements. On April 14, 2025, we completed the previously announced contribution of the subsidiaries then constituting our Handysize tanker segment to our then wholly owned subsidiary, Robin Energy Ltd. (“Robin”), in exchange for various issuances of stock by Robin and the distribution of all common shares of Robin on a pro rata basis to our common shareholders (such transactions collectively, the “Robin Spin-Off”). We retain an interest in Robin through our ownership of shares of Series A Convertible Preferred Stock of Robin (the “Robin Series A Preferred Shares”), with an aggregate liquidation preference of $50,000,000.

1
Our Fleet is currently contracted to operate in a mix of pool and time charters. Our commercial strategy primarily focuses on deploying our Fleet under a mix of pools, voyage charters and time charters according to our assessment of market conditions. We adjust the mix of these charters to take advantage of the relatively stable cash flows and high utilization rates for our vessels associated with period time charters, to profit from attractive trip charter rates during periods of strong charter market conditions associated with voyage charters or to take advantage of high utilization rates for our vessels along with exposure to attractive charter rates during periods of strong charter market conditions when employing our vessels in pools.

With effect from July 1, 2022, and as of June 30, 2026, Castor Ships S.A. (“Castor Ships”), a related party, provides ship management and chartering services to the vessels, either directly or through subcontracting agreements with unrelated third-party managers.

The following table summarizes key information about our Fleet as of October 9, 2026:

Fleet vessels:

Vessel
Name
  
Capacity
(dwt)
  
Year
Built
  
Country of
Construction
  
Type of
Charter
  
Gross Charter
Rate
  
Estimated
Earliest Charter
Expiration
  
Estimated
Latest Charter
Expiration
Eco Tanker Segment
                                        
M/T Wonder Altair
  
50,303
  
2021
  
China
  
Time Charter Period
  
$20,600 per day
  
December 2026
  
March 2027
M/T Wonder Alasia(1)
  
49,874
  
2018
  
Japan
  
Time Charter Period
  
$29,500 per day
  
August 2027
  
November 2027
Non-Eco Tanker Segment
                                        
M/T Wonder Maia
  
50,880
  
2014
  
South Korea
  
Time Charter Period
  
$34,000 per day
  
April 2027
  
June 2027
M/T Wonder Atria
  
49,990
  
2014
  
South Korea
  
Tanker Pool(2)
  
N/A
  
N/A
  
N/A

(1)
On September 6, 2026, we, through a wholly owned subsidiary, entered into an agreement to acquire the M/T Wonder Alasia, for a purchase price of $45.9 million. The M/T Wonder Alasia was delivered to the Company on September 17, 2026.

(2)
On September 17, 2026, we, through a wholly owned subsidiary, entered into an agreement to acquire the M/T Wonder Atria (currently operating under its previous name with IMO No. 9686716), for a purchase price of $37.5 million. The vessel is currently participating in an unaffiliated tanker pool specializing in the employment of MR tanker vessels.

2
Spin-Off of LPG Carrier Business

On October 8, 2026, we completed the spin-off of our LPG carrier segment comprising two LPG carriers, the LPG Dream Arrax and the LPG Dream Vermax, $45.0 million of cash and settlement of certain liabilities and other obligations between the Company and AI OKTO as provided by the Contribution and Spin-Off Distribution Agreement between the Company and AI OKTO (the “AI OKTO Spin-Off”). In connection with the AI OKTO Spin-Off, we distributed all of the outstanding common shares of AI OKTO  to our shareholders on a pro rata basis, with our common shareholders receiving one common share of AI OKTO for every eight of our common shares held as of October 1, 2026.  AI OKTO’s common shares have been approved for listing on the Nasdaq Capital Market under the symbol “AIOK”. We retain an interest in AI OKTO through the ownership of 5,000,000 shares of 1.00% Series A Convertible Preferred Stock, with a stated amount of $5.00 per share, of AI OKTO. AI OKTO filed a registration statement on Form 20-F, which was declared effective by the SEC on September 29, 2026 and contains a more detailed description of the terms of the AI OKTO Spin-Off.
 
Recent Developments

Please refer to Note 19 to our unaudited interim condensed consolidated financial statements for developments that took place after June 30, 2026.

Operating Results

Principal factors impacting our business, results of operations and financial condition

Our results of operations are affected by numerous factors. The principal factors that have impacted the business during the fiscal periods presented in the following discussion and analysis and that are likely to continue to impact our business are the following:

•
The levels of demand and supply of seaborne cargoes and vessel tonnage in the shipping industries in which we operate;

•
The cyclical nature of the shipping industry in general and its impact on charter and freight rates and vessel values;

•
The successful implementation of our business strategy, including the ability to obtain equity and debt financing at acceptable and attractive terms to fund future capital expenditures and/or to implement this business strategy and the size and composition of our Fleet resulting from our vessel acquisitions and disposals;

•
The global economic growth outlook and trends;

•
Economic, regulatory, political and governmental conditions that affect shipping and the tanker industries, including international conflict or war (or threatened war), such as between Russia and Ukraine, tensions in the Middle East, including the war involving Iran, the U.S. and Israel, instability in Venezuela, acts of piracy or maritime aggression, such as recent maritime incidents involving vessels in and around the Red Sea, the Persian Gulf and the imposition of tariffs and other protectionist measures, such as port fees, imposed or threatened by the United States, China and other countries;

•
The employment and operation of our Fleet including the utilization rates of our vessels;

•
The ability to successfully employ our vessels at economically attractive rates and the strategic decisions regarding the employment mix of our Fleet in the voyage, time charter and pool markets, as our charters expire or are otherwise terminated;

•
Management of the operational, financial, general and administrative elements involved in the conduct of our business and ownership of our Fleet, including the effective and efficient management of our Fleet by our manager and its sub-managers, and their suppliers;

•
The number of charterers who use our services and the performance of their obligations under their agreements, including their ability to make timely payments to us;

3
•
The ability to maintain solid working relationships with our existing charterers and our ability to increase the number of our charterers and pool operators through the development of new working relationships;

•
The vetting approvals by oil majors and the Chemical Distribution Institute (CDI) for the vessels managed by our manager and/or sub-managers;

•
Dry-docking and special survey costs and duration, both expected and unexpected;

•
Our borrowing levels and the finance costs related to any outstanding debt we may incur, including under our revolving credit facilities, as well as our compliance with debt covenants in any such financing arrangements;

•
Management of our financial resources, including banking relationships and of the relationships with our various stakeholders;

•
Major outbreaks of diseases and governmental responses thereto;

•
The level of any distribution on all classes of our shares;

•
The effects of the AI OKTO Spin-Off, which was completed on October 8, 2026; and

•
The risks associated with Castor’s, Robin’s and AI OKTO’s respective businesses as a result of our investment in the shares of Series D Preferred stock of Castor, Robin and AI OKTO Series A Preferred Shares.

These factors are volatile and in certain cases may not be within our control. Accordingly, past performance is not necessarily indicative of future performance, and it is difficult to predict future performance with any degree of certainty. See also “Item 3. Key Information—D. Risk Factors” in our 2025 Annual Report.

Employment and operation of our Fleet

A significant factor that impacts our profitability, in addition to the size and composition of our Fleet, is the employment and operation of our Fleet. The profitable employment of our Fleet is highly dependent on the levels of demand and supply in the shipping segments in which we operate, our commercial strategy including the decisions regarding the employment mix of our Fleet among time and voyage charters and pool arrangements, as well as our manager’s and sub-manager’s ability to leverage our relationships with existing or potential customers. As a recent entrant to the tankers’ business, our customer base is currently concentrated to a small number of charterers. The breadth of our customer base has historically had an impact on the profitability of our business and in the six months ended June 30, 2026, 100% of our revenues were earned on time charters entered into with seven different charterers. Further, the effective operation of our Fleet mainly requires regular maintenance and repair, effective crew selection and training, ongoing supply of our Fleet with the spares and the stores that it requires, contingency response planning, auditing of our vessels’ onboard safety procedures, arrangements for our vessels’ insurance, chartering of the vessels, training of onboard and on shore personnel with respect to the vessels’ security and security response plans (ISPS), obtaining of ISM certifications, compliance with environmental regulations and standards and performing the necessary audit for the vessels within the year of taking over a vessel and the ongoing performance monitoring of the vessels.

Financial, general and administrative management

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires us to manage our financial resources, which includes managing banking relationships, administrating our bank accounts, managing our accounting system, records and financial reporting, monitoring and ensuring compliance with the legal and regulatory requirements affecting our business and assets and managing our relationships with our service providers and customers.

4
Important Measures and Definitions for Analyzing Results of Operations

Our management uses the following metrics to evaluate our operating results, including our operating results at the segment level, and to allocate capital accordingly:

Total vessel revenues. Total vessel revenues are generated from voyage charters, time charters and pool arrangements. Total vessel revenues are affected by the number of vessels in our Fleet, hire and freight rates and the number of days a vessel operates which, in turn, are affected by several factors, including the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in dry-dock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, and levels of supply and demand in the seaborne transportation market. Total vessel revenues are also affected by our commercial strategy related to the employment mix of our Fleet between vessels on time charters, vessels operating on voyage charters and vessels in pools.

We measure revenues in each segment for three separate activities: (i) time charter revenues, (ii) voyage charter revenues, and (iii) pool revenues.

Voyage expenses. Our voyage expenses primarily consist of bunker expenses, port and canal expenses, costs of European Union Allowances (“EUAs”) and brokerage commissions paid in connection with the chartering of our vessels. Voyage expenses are incurred primarily during voyage charters or when the vessel is repositioning or unemployed. Bunker expenses, port and canal dues increase in periods during which vessels are employed on voyage charters because these expenses are in this case borne by us. Under a time charter, the charterer pays substantially all the vessel voyage related expenses. Under pooling arrangements, voyage expenses are borne by the pool operator. Gain/loss on bunkers may also arise where the cost of the bunker fuel sold to the new charterer is greater or less than the cost of the bunker fuel acquired.

Operating expenses. We are responsible for vessel operating costs, which include crewing, expenses for repairs and maintenance, the cost of insurance, tonnage taxes, the cost of spares and consumable stores, lubricating oils costs, communication expenses and other expenses. Expenses for repairs and maintenance tend to fluctuate from period to period because most repairs and maintenance typically occur during periodic dry-docking. Our ability to control our vessels’ operating expenses also affects our financial results. Daily vessel operating expenses are calculated by dividing Fleet operating expenses by the Ownership Days for the relevant period.

Management fees. Management fees include fees paid to related party providing certain ship management services to our Fleet pursuant to ship management agreements with Castor Ships.

Off-hire. Off-hire is the period our Fleet is unable to perform the services for which it is required under a charter for reasons such as scheduled repairs, vessel upgrades, dry-dockings or special or intermediate surveys or other unforeseen events.

Dry-docking/Special Surveys. We periodically dry-dock and/or perform special surveys on our Fleet for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Our ability to control our dry-docking and special survey expenses and our ability to complete our scheduled dry-dockings and/or special surveys on time also affects our financial results. Dry-docking and special survey costs are accounted for under the deferral method whereby the actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due.

Ownership Days. Ownership Days are the total number of calendar days in a period during which we owned a vessel. Ownership Days are an indicator of the size of our Fleet over a period and determine both the level of revenues and expenses recorded during that specific period.

Available Days. 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. The shipping industry uses Available Days to measure the aggregate number of days in a period during which vessels are available to generate revenues. Our calculation of Available Days may not be comparable to that reported by other companies.

5
Operating Days. Operating Days are the Available Days in a period after subtracting unscheduled off-hire and idle days.

Fleet Utilization. Fleet Utilization is calculated by dividing the Operating Days during a period by the number of Available Days during that period. Fleet Utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for reasons such as unscheduled repairs and other unforeseen events.

Time Charter Equivalent (“TCE”) revenues. See Appendix A for a description of the TCE revenues.

Daily TCE Rate. See Appendix A for a description of the Daily TCE Rate.

6
Results of Operations

Consolidated Results of Operations

Six months ended June 30, 2026, as compared to the six months ended June 30, 2025


  
Six months ended
June 30, 2025
    
Six months ended
June 30, 2026
    
Change – amount
  
Total vessel revenues
  
$
9,596,953
    
$
12,913,332
    
$
3,316,379
  
Expenses:
                        
Voyage expenses (including commissions to related party)
    
(626,994
)
    
(1,081,589
)
    
(454,595
)
Vessel operating expenses
    
(4,548,328
)
    
(4,716,588
)
    
(168,260
)
Management fees to related party
    
(919,989
)
    
(819,900
)
    
100,089
  
Depreciation and amortization
    
(2,306,700
)
    
(2,892,182
)
    
(585,482
)
General and administrative expenses (including costs from related party)
    
(3,955,945
)
    
(5,961,232
)
    
(2,005,287
)
 
                       
Operating loss
  
$
(2,761,003
)
  
$
(2,558,159
)
    
202,844
  
Interest and finance costs, net(1)
    
2,988,954
      
916,773
      
(2,072,181
)
Foreign exchange gains/(losses)
    
35,744
      
(18,519
)
    
(54,263
)
Dividend income from related party
    
2,620,833
      
2,750,000
      
129,167
  
Dividend income on equity securities
    
4,623
      
—
      
(4,623
)
Gain/(loss) on equity securities
    
22,163
      
(2,774
)
    
(24,937
)
Net income and comprehensive income from continuing operations
  
$
2,911,314
    
$
1,087,321
    
$
(1,823,993
)
Net income/(loss) and comprehensive income/(loss) from discontinued operations
  
$
100,766
    
$
(2,479
)
  
$
(103,245
)
Net income and comprehensive income
  
$
3,012,080
    
$
1,084,842
    
$
(1,927,238
)

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

7
Total Vessel Revenues

Total vessel revenues increased to $12.9 million in the six months ended June 30, 2026, from $9.6 million in the same period in 2025. This increase of $3.3 million was mainly associated with (i) the increase in the prevailing charter rates of our MR2 tanker vessels and our LPG carrier vessels and (ii) the change in the composition of our Fleet, partially offset by the decrease in the Available Days of our Fleet to 724 days in the six months ended June 30, 2026, from 781 days in the corresponding period in 2025. During the six months ended June 30, 2026, our Fleet earned on average a Daily TCE Rate of $16,342, compared to an average Daily TCE Rate of $11,485 earned during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this metric to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Voyage Expenses

Voyage expenses for our Fleet increased to $1.1 million in the six months ended June 30, 2026, from $0.6 million in the same period in 2025. This increase of $0.5 million was mainly associated with (i) an increase of $0.3 million in port and other expenses due to the higher costs of EUAs in the six months ended June 30, 2026, as compared to the same period in 2025 and (ii) an increase of $0.1 million in brokerage commissions due to higher prevailing charter rates in the six months ended June 30, 2026, as compared to the same period in 2025.

Vessel Operating Expenses

The increase in vessel operating expenses by $0.2 million, to $4.7 million in the six months ended June 30, 2026, from $4.5 million in the same period in 2025, mainly reflects the increase in the daily vessel operating expenses of the vessels in our Fleet to $6,515 in the six months ended June 30, 2026, from $5,500 in the same period in 2025, mainly due to the change in the mix of our Fleet following the addition of the MR tanker vessels which incur higher daily vessel operating expenses than the LPG carrier vessels due to their size. This increase was partially offset by the decrease in the Ownership Days of our Fleet to 724 days in the six months ended June 30, 2026, from 827 days in the corresponding period in 2025.

Management Fees

Management fees decreased to $0.8 million in the six months ended June 30, 2026, from $0.9 million in the same period in 2025. This decrease mainly reflects the decrease in the Ownership Days of our Fleet, partially offset by higher management fees, which increased from $1,071 per vessel per day to $1,100 per vessel per day effective July 1, 2025, as a result of adjustments for inflation in accordance with the terms of the master management agreement, between the Company, the Company’s ship-owning subsidiaries and Castor Ships, effective from July 1, 2022.

Depreciation and Amortization

Depreciation expenses for our Fleet increased to $2.7 million in the six months ended June 30, 2026, from $2.0 million in the same period in 2025 as a result of 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 six months ended June 30, 2026, as compared to the same period in 2025. Dry-dock amortization charges decreased to $0.2 million in the six months ended June 30, 2026, from $0.3 million in the same period in 2025. For the six months ended June 30, 2026, the dry-dock amortization charges are related to LPG Dream Arrax and LPG Dream Vermax, which completed their scheduled dry-dock in the second and third quarter of 2025, respectively. For the six months ended June 30, 2025, the dry-dock amortization charges are related to M/T Wonder Mimosa until the Robin Spin-Off on April 14, 2025 and LPG Dream Arrax and LPG Dream Terrax which completed their scheduled dry-dock in the end of second quarter of 2025, respectively.

8
General and Administrative Expenses

General and administrative expenses in the six months ended June 30, 2026, amounted to $6.0 million, whereas, in the same period in 2025, general and administrative expenses totaled $4.0 million. This increase is mainly associated with the stock-based compensation cost for unvested shares granted under our Equity Incentive Plan amounting to $3.3 million and $1.8 million for the six months ended June 30, 2026 and 2025, respectively.

Interest and finance costs, net

Interest and finance costs, net, amounted to $(0.9) million in the six months ended June 30, 2026, whereas in the same period of 2025, interest and finance costs, net amounted to $(3.0) million. This variation is mainly due to (i) the decrease in interest income from related party during the six months ended June 30, 2026, as compared with the same period of 2025, due to the $100.0 million senior term loan facility to Castor entered into on December 11, 2024 and fully repaid on May 5, 2025, and (ii) the increase in interest expense in relation to our revolving credit facility in the six months ended June 30, 2026, as compared with the same period of 2025, for which the Company had no outstanding loan agreement.

Net income/(loss) from discontinued operations

Net income/(loss) from discontinued operations decreased to $(0.002) million in the six months ended June 30, 2026, from $0.1 million in the same period in 2025. For further details regarding the amounts recorded in respect of discontinued operations in the six months ended June 30, 2025 and 2026, please refer to Note 3 to our unaudited interim condensed consolidated financial statements.

Six months ended June 30, 2026, as compared to the six months ended June 30, 2025 — Eco Tanker Segment

   
Six months ended
June 30, 2025
    
Six months ended
June 30, 2026
    
Change – amount
  
Total vessel revenues
  
$
2,068,779
    
$
3,870,923
    
$
1,802,144
  
Expenses:
                        
Voyage expenses (including commissions to related party)
    
(266,641
)
    
(435,512
)
    
(168,871
)
Vessel operating expenses
    
(696,733
)
    
(1,403,230
)
    
(706,497
)
Management fees to related party
    
(144,585
)
    
(214,600
)
    
(70,015
)
Depreciation and amortization
    
(415,178
)
    
(791,501
)
    
(376,323
)
Segment operating income
  
$
545,642
    
$
1,026,080
    
$
480,438
  

Total Vessel Revenues

Total vessel revenues for our Eco tanker segment increased to $3.9 million in the six months ended June 30, 2026, from $2.1 million in the same period in 2025. This increase of $1.8 million was driven by the (i) increase in the Available Days of our Eco-tanker vessel in our Fleet to 181 days in the six months ended June 30, 2026, from 103 days in the corresponding period in 2025, reflecting the M/T Wonder Altair, delivered on July 11, 2025, being owned for the full period in 2026, compared with the M/T Wonder Mimosa, owned until the Robin Spin-Off on April 14, 2025, and the (ii) increase in the prevailing charter rates of our Eco tanker vessel. During the six months ended June 30, 2026, our Eco tanker fleet earned on average a Daily TCE Rate of $18,980, compared to an average Daily TCE Rate of $17,496 earned by the M/T Wonder Mimosa (included in the Eco tanker segment as successor to the former Handysize segment until its contribution to Robin on April 14, 2025) during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

9
Voyage Expenses

Voyage Expenses increased to $0.4 million for our Eco-tanker segment in the six months ended June 30, 2026, from $0.3 million in the same period in 2025, as a result of the increase in Available Days in the six months ended June 30, 2026, compared to the same period in 2025.

Vessel Operating Expenses

The increase in operating expenses for our Eco-tanker segment by $0.7 million to $1.4 million in the six months ended June 30, 2026, from $0.7 million in the corresponding period of 2025, mainly reflects the increase of the Ownership Days of our Eco-tanker fleet to 181 days in the six months ended June 30, 2026, from 103 days in the corresponding period in 2025.

Management Fees

Management fees for our Eco-tanker segment increased to $0.2 million in the six months ended June 30, 2026, from $0.1 million in the same period in 2025, as a result of the increase of the Ownership Days of our Eco-tanker fleet and the increased management fees following the inflation-based adjustments in management fees discussed in more detail under “—Consolidated Results of Operations—Management Fees.”

Depreciation and Amortization

Depreciation expenses for our Eco-tanker segment increased to $0.8 million in the six months ended June 30, 2026, from $0.2 million in the same period in 2025, as a result of the increase in the Ownership Days of our Eco-tanker fleet. Dry-dock amortization charges amounted to $0 for the six months ended June 30, 2026, and $0.3 million in the corresponding period of 2025. Dry-dock amortization charges in the six months ended June 30, 2025, amounted to $0.3 million, related to the amortization of the M/T Wonder Mimosa until the Robin Spin-Off on April 14, 2025, which initiated and completed its scheduled dry-dock and special survey in the second and third quarters of 2024, respectively.

Six months ended June 30, 2026 — Non-Eco Tanker Segment

We entered the Non-Eco tanker segment in the third quarter of 2025 and, accordingly, no comparative financial information exists for the six months ended June 30, 2025.

   
Six months ended
June 30, 2026
  
Total vessel revenues
  
$
4,836,972
  
Expenses:
        
Voyage expenses (including commissions to related party)
    
(435,788
)
Vessel operating expenses
    
(1,439,613
)
Management fees to related party
    
(207,100
)
Depreciation and amortization
    
(950,816
)
Segment operating income
  
$
1,803,655
  

10
Total Vessel Revenues

Total vessel revenues for our Non-Eco tanker segment amounted to $4.8 million in the six months ended June 30, 2026 since the delivery of the vessel M/T Wonder Maia on September 29, 2025. During the six months ended June 30, 2026, we owned on average 1.0 Non-Eco tanker vessels that earned a Daily TCE Rate of $24,316. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the period in which we owned the vessel, we were engaged in time charter.

Voyage Expenses

Voyage expenses for our Non-Eco tanker segment amounted to $0.4 million in the six months ended June 30, 2026, mainly comprised of EUAs cost and brokerage commissions.

Vessel Operating Expenses

Operating expenses for our Non-Eco tanker segment amounted to $1.4 million in the six months ended June 30, 2026, and mainly comprised crew costs and spares, repairs and maintenance costs.

Management Fees

Management fees for our Non-Eco tanker segment amounted to $0.2 million in the six months ended June 30, 2026.

Depreciation and Amortization

Depreciation expenses amounted to $1.0 million in the six months ended June 30, 2026, and exclusively relate to depreciation charge of the vessel M/T Wonder Maia.

 Six months ended June 30, 2026, as compared to the six months ended June 30, 2025 — LPG Carrier Segment

   
Six months ended
June 30, 2025
    
Six months ended
June 30, 2026
    
Change – amount
  
Total vessel revenues
  
$
7,528,174
    
$
4,205,437
    
$
(3,322,737
)
Expenses:
                        
Voyage expenses (including commissions to related party)
    
(360,353
)
    
(210,289
)
    
150,064
  
Vessel operating expenses
    
(3,851,595
)
    
(1,873,745
)
    
1,977,850
  
Management fees to related party
    
(775,404
)
    
(398,200
)
    
377,204
  
Depreciation and amortization
    
(1,891,522
)
    
(1,149,865
)
    
741,657
  
                         
Segment operating income
  
$
649,300
    
$
573,338
    
$
(75,962
)

Total Vessel Revenues

Total vessel revenues for our LPG carrier segment amounted to $4.2 million in the six months ended June 30, 2026, as compared to $7.5 million in the same period of 2025. This decrease of $3.3 million is mainly due to the decrease in the Available Days of our LPG carrier vessels in our Fleet to 362 days in the six months ended June 30, 2026, from 678 days in the corresponding period in 2025, as the result of the sale of the (i) LPG Dream Syrax on September 3, 2025, and (ii) LPG Dream Terrax on September 25, 2025. During the six months ended June 30, 2026, our LPG Carrier fleet earned on average a Daily TCE Rate of $11,036, compared to an average Daily TCE Rate of $10,572 earned during the same period in 2025. Daily TCE Rate is not a recognized metric under U.S. GAAP. Please refer to Appendix A for the definition and reconciliation of this metric to Total vessel revenues, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. During the six months ended June 30, 2026, our LPG carriers were engaged in time charters.

11
Voyage Expenses

Voyage expenses for our LPG carrier segment amounted to $0.2 million and $0.4 million, respectively, in the six months ended June 30, 2026 and the same period of 2025. This decrease of $0.2 million is mainly associated with the decrease in Available Days in the six months ended June 30, 2026, as compared to the same period in 2025.

Vessel Operating Expenses

The decrease in vessel operating expenses by $2.0 million for our LPG carrier segment, to $1.9 million in the six months ended June 30, 2026, from $3.9 million in 2025, mainly reflects the decrease in the Ownership Days of our LPG carrier vessels to 362 days in the six months ended June 30, 2026, from 724 days in the same period in 2025.

Management Fees

The decrease in management fees by $0.4 million for our LPG carrier segment, to $0.4 million in the six months ended June 30, 2026, from $0.8 million in the same period in 2025, mainly reflects the decrease in the Ownership Days of our LPG carrier vessels, partially offset by the increase in management fees due to the inflation-based adjustments discussed in more detail under “—Consolidated Results of Operations—Management Fees.”

Depreciation and Amortization

Depreciation expenses for our LPG carrier segment decreased to $0.9 million in the six months ended June 30, 2026, from $1.8 million in the same period in 2025, as a result of the decrease in the Ownership Days of our LPG carrier vessels. The $0.16 million increase in dry-dock amortization charges for our LPG carrier segment, to $0.2 million in the six months ended June 30, 2026, from $0.04 million in 2025, mainly reflects the increase in dry-dock amortization days to 362 days in the six months ended June 30, 2026, from 198 dry-dock amortization days in the six months ended June 30, 2025.

Liquidity and Capital Resources

We operate in a capital-intensive industry, and we expect to finance the purchase of additional vessels and other capital expenditures through a combination of cash from operations, borrowings from debt transactions, and proceeds from equity offerings, to the extent available and permitted. Our current liquidity requirements relate to funding capital expenditures and working capital (which includes maintaining the quality of our vessels and complying with international shipping standards and environmental laws and regulations). In accordance with our business strategy, other liquidity needs may relate to funding potential investments in new vessels, financing new projects and maintaining cash reserves against fluctuations in operating cash flows. Our funding and treasury activities are intended to maximize investment returns while maintaining appropriate liquidity.

On March 30, 2026, we entered into a revolving credit facility agreement with a leading European financial institution for an amount of up to $60.0 million (the “Facility”) (refer to Note 9 to our unaudited interim condensed consolidated financial statements). On April 2, 2026, we drew down $15.0 million under the Facility, which was fully repaid on June 30, 2026. Accordingly, no amounts were outstanding under the Facility as of June 30, 2026.

For the six months ended June 30, 2026, our principal sources of funds were cash from operations.

As of June 30, 2026, and December 31, 2025, we had cash, cash equivalents and restricted cash of $80.2 million and $87.4 million, respectively. Cash, cash equivalents and restricted cash are primarily held in U.S. dollars.

Working capital is equal to current assets minus current liabilities. As of June 30, 2026 and December 31, 2025, we had a working capital surplus of $83.2 million and $54.4 million, respectively.

12
We believe that our current sources of funds and those that we anticipate to internally generate over the short-term period will be sufficient to meet our known short-term and long-term liquidity needs, including funding the operations of our business and meeting our normal working capital requirements for that period and our acquisitions of two MR tanker vessels in September 2026 of the 2018-built M/T Wonder Alasia and 2014-built M/T Wonder Atria, respectively, as described below.

On September 6, 2026, we entered into an agreement with an unaffiliated third party to acquire a 2018-built MR tanker vessel, the M/T Wonder Alasia, for a total purchase price of $45.9 million. The vessel was delivered to us on September 17, 2026. On September 17, 2026, we entered into an agreement with an unaffiliated third party to acquire a 2014-built MR tanker vessel, the M/T Wonder Atria, for a total purchase price of $37.5 million. The vessel was delivered to us on September 18, 2026. The vessels’ acquisitions were funded with cash on hand.

Our medium- and long-term liquidity requirements relate to the funding of cash dividends on our Series A Preferred Shares, when declared, the expenditures for the operation and maintenance of our vessels and the servicing of our indebtedness, including interest and scheduled availability reductions under the Facility and repayments under the New Facility. Sources of funding for our medium- and long-term liquidity requirements include cash flows from operations or new debt financing, if required.

Revolving Credit Facility

On September 9, 2026, we provided the lender with a voluntary cancellation notice, cancelling $8.58 million of the commitment under the Facility, reducing the borrowing capacity available to the Company thereunder to $50.0 million. All security interests in the Company’s two formerly owned LPG carriers, the LPG Dream Arrax and the LPG Dream Vermax, mortgaged thereunder and obligations under the Facility of the Company’s subsidiaries owning such vessels were released by the lenders in connection with such commitment cancellation. Additionally, the Facility was partially drawn down by $10.0 million on September 11, 2026, and by $38.8 million on October 1, 2026.

New Revolving Credit Facility

On September 30, 2026, we entered into an up to $22.5 million revolving credit facility (the “New Facility”) with a leading European financial institution, which was fully drawn down on October 1, 2026. The New Facility has a tenor of five years, bears interest at a rate of Term SOFR plus a margin, and is secured by, among others, a first priority mortgage over the M/T Wonder Alasia. The net proceeds from the New Facility are intended to be used for general corporate purposes.

Cash Flows

The following table summarizes our net cash flows provided by/(used in) operating, investing and financing activities for the six months ended June 30, 2026 and the six months ended June 30, 2025:

​
  
For the six
months
ended
    
For the six
months
ended
  
​
  
June 30,
2025
    
June 30,
2026
  
Net cash (used in)/provided by operating activities from continuing operations
  
$
(6,487,669
)
  
$
7,263,945
  
Net cash provided by/(used in) investing activities from continuing operations
  
$
94,921,704
    
$
(430,382
)
Net cash used in financing activities from continuing operations
  
$
(11,056,450
)
  
$
(14,456,578
)
Net cash provided by operating activities from discontinued operations
  
$
94,908
    
$
399,398
  
Cash, cash equivalents and restricted cash at beginning of period
  
$
37,197,848
    
$
87,422,426
  
Cash, cash equivalents and restricted cash at end of period
  
$
114,670,341
    
$
80,198,809
  

13
Operating Activities (from continuing operations): Net cash provided by operating activities amounted to $7.3 million for the six months ended June 30, 2026, consisting of net income of $1.1 million, non-cash adjustments related to depreciation and amortization of $2.9 million, a payment of dry-dock costs of $0.2 million, stock compensation cost of $3.3 million and a net decrease of $0.2 million in working capital. Net cash used in operating activities amounted to $6.5 million for the six months ended June 30, 2025, consisting of net income from continuing operations of $2.9 million, non-cash adjustments related to depreciation and amortization of $2.3 million, a payment of dry-dock costs of $1.1 million, stock compensation cost of $1.8 million and a net increase of $12.3 million in working capital which mainly derived from (i) an increase in accounts receivable by $0.7 million, (ii) an increase in prepaid expenses and other assets by $1.0 million, (iii) an increase in due from related party by $12.1 million, (iv) an increase in accounts payable by $0.9 million and (v) an increase in accrued liabilities by $0.5 million.

Investing Activities (from continuing operations): Net cash used in investing activities in the six months ended June 30, 2026 amounted to $0.4 million and mainly reflects the purchase of debt securities amounting to $1.2 million partially offset by $0.8 million of proceeds from the sale of equity securities and the redemption of debt securities. Net cash provided by investing activities in the six months ended June 30, 2025 amounted to $94.9 million and mainly reflects the proceeds from the repayment of the term loan we had extended to Castor, as offset by $5.4 million reflecting the advance deposit for the acquisition of the M/T Wonder Altair which was delivered to the Company on July 11, 2025.

Financing Activities (from continuing operations): Net cash used in financing activities during the six months ended June 30, 2026 amounted to $14.5 million and relates to (i) payment of special dividends amounting to an aggregate of $13.1 million in cash, (ii) payment to Castor of a dividend on our Series A Preferred Shares for the period from October 15, 2025 to April 14, 2026 amounting to $0.7 million and (iii) payment of deferred financing fees of $0.7 million in relation to our Facility. Net cash used in financing activities during the six months ended June 30, 2025 amounted to $11.1 million and relates to (i) the capital contribution of $10.4 million made to Robin in connection to the Robin Spin-Off and (ii) payment to Castor of a dividend on our Series A Preferred Shares for the period from October 15, 2024 to April 14, 2025 amounting to $0.7 million.

Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We prepare our financial statements in accordance with U.S. GAAP. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more details on our Critical Accounting Estimates, please read “Item 5. Operating and Financial Review and Prospects—E. Critical Accounting Estimates” in our 2025 Annual Report. For a description of our significant accounting policies, please read Note 2 to our unaudited interim condensed consolidated financial statements, “Item 18. Financial Statements” in our 2025 Annual Report and more precisely “Note 2. Summary of Significant Accounting Policies” of our consolidated financial statements included in our 2025 Annual Report.

14
APPENDIX A

Non-GAAP Financial Information

Time Charter Equivalent revenues. The Time Charter Equivalent (“TCE”) revenues are a measure of the revenue performance of a vessel and is defined as the total vessel revenues (time charter and/or pool revenues) less voyage expenses. The TCE revenues are 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. Management believes that the TCE revenues provides meaningful information to our investors because it compares net earnings generated by our vessels irrespective of the mix of charter types (e.g., time charter, pool arrangement or other) under which our vessels are employed between the periods; 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 TCE revenues may not be comparable to that reported by other companies. See below for a reconciliation of TCE revenues to Total vessel revenues, the most directly comparable U.S. GAAP measure.

Daily TCE Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”), is a metric of the average daily net revenue performance of our vessels. The Daily TCE Rate is not a metric of financial performance under U.S. GAAP (i.e., it is a non-GAAP metric) and should not be considered as an alternative to any metric of financial performance presented in accordance with U.S. GAAP. We calculate Daily TCE Rate by dividing TCE revenues 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 metric 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 TCE revenues and Daily TCE Rate for our Fleet to Total vessel revenues, the most directly comparable U.S. GAAP financial measure, for the periods presented (amounts in U.S. dollars, except for Available Days):

Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — Consolidated (continuing operations)

​
  
Six months ended
June 30,
    
Six months ended
June 30,
  
​
  
2025
    
2026
  
Total vessel revenues
  
$
9,596,953
    
$
12,913,332
  
Voyage expenses – including commissions to related party
    
(626,994
)
    
(1,081,589
)
TCE revenues
  
$
8,969,959
    
$
11,831,743
  
Available Days
    
781
      
724
  
Daily TCE Rate
  
$
11,485
    
$
16,342
  

15
Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — Eco Tanker Segment

   
Six months ended
June 30,
    
Six months ended
June 30,
  
​
  
2025
    
2026
  
Total vessel revenues
  
$
2,068,779
    
$
3,870,923
  
Voyage expenses – including commissions to related party
    
(266,641
)
    
(435,512
)
TCE revenues
  
$
1,802,138
    
$
3,435,411
  
Available Days
    
103
      
181
  
Daily TCE Rate
  
$
17,496
    
$
18,980
  

Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — Non-Eco Tanker Segment

   
Six months ended
June 30,
  
​
  
2026
  
Total vessel revenues
  
$
4,836,972
  
Voyage expenses – including commissions to related party
    
(435,788
)
TCE revenues
  
$
4,401,184
  
Available Days
    
181
  
Daily TCE Rate
  
$
24,316
  

Reconciliation of TCE revenues and Daily TCE Rate to Total vessel revenues — LPG Carrier Segment
 
   
Six months ended
June 30,
    
Six months ended
June 30,
  
​
  
2025
    
2026
  
Total vessel revenues
  
$
7,528,174
    
$
4,205,437
  
Voyage expenses – including commissions to related party
    
(360,353
)
    
(210,289
)
TCE revenues
  
$
7,167,821
    
$
3,995,148
  
Available Days
    
678
      
362
  
Daily TCE Rate
  
$
10,572
    
$
11,036
  


16

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