Special $1.75 dividend at Toro Corp. (NASDAQ: TORO) mixes cash and shares

Rhea-AI Filing Summary

Toro Corp. reported the final results of shareholder elections for its previously declared special dividend and confirmed that the dividend has been paid. The special dividend totaled $1.75 per common share, payable in either cash or Toro common shares, and was paid on January 16, 2026 to shareholders of record as of December 16, 2025. Based on shareholder choices, the company distributed approximately $9.3 million in cash and 7,378,575 common shares. The stock portion was calculated using the 20-day volume-weighted average price of $3.8386 per share on Nasdaq through December 4, 2025. Toro notes that its shares traded with due bills through January 16, 2026, with an ex-dividend date of January 20, 2026.

Insights

Equity & income analyst

Toro completed a sizable special dividend split between cash and stock.

Toro Corp. has now executed its previously declared $1.75 per share special dividend, giving shareholders a choice between cash and additional common shares. The final mix—about $9.3 million in cash plus 7,378,575 shares—shows a meaningful portion of the payout came in equity, which preserves more cash on the balance sheet than an all-cash distribution would.

The share portion was priced off a 20-day volume-weighted average price of $3.8386 per share through December 4, 2025, tying the stock dividend to recent trading levels rather than a fixed price. Due bills attached to trades through January 16, 2026 ensured that the right to receive the dividend followed the shares until just before the January 20, 2026 ex-dividend date.

For investors focused on income, the completed special dividend represents a return of value, while the stock component increases the share count outstanding. The balance between cash and equity chosen by shareholders will influence future per-share metrics, and subsequent company filings may provide additional clarity on post-dividend capital structure and cash position.

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 January 2026

Commission File Number: 001-41561

TORO CORP.

(Translation of registrant’s name into English)

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

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release issued by Toro Corp. (the “Company”) on January 16, 2026, announcing the shareholder election results in relation to the special dividend announced on December 5, 2025.

The information contained in this report on Form 6-K and Exhibit 99.1 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 No. 333-274652 and 333-290645).

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: January 16, 2026
	By:	/s/ Petros Panagiotidis
		Petros Panagiotidis
		Chairman and Chief Executive Officer

Exhibit 99.1

Toro Corp. Announces Shareholder Election Results and Payment of Special Dividend

Limassol, Cyprus, January 16, 2026 – Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), a global energy transportation provider today announces the results of shareholder elections relating to its special dividend declared by its Board of Directors on December 5, 2025. The dividend of $1.75 per common share consists of either cash or the Company’s common shares and was paid on January 16, 2026, to shareholders of record as of December 16, 2025.

As previously announced, Nasdaq advised the Company that its common shares would trade with due bills, representing an assignment of the right to receive the special dividend in cash, from the record date of December 16, 2025, through the closing of trading on Nasdaq on January 16, 2026, which was the Dividend Payment Date and the last day of trading before the January 20, 2026, ex-dividend date.

Based on shareholder elections, the dividend was paid in the form of approximately $9.3 million in cash and 7,378,575 shares of the Company’s common stock. The number of common shares included for the common share dividend election was calculated based on the 20-day volume weighted average of the trading prices of the Company's common shares on the Nasdaq Stock Market through December 4, 2025, or $3.8386 per share.

If your shares are held through a bank, broker or nominee, and you have questions regarding the dividend, please contact such bank, broker or nominee. If you are a registered shareholder and you have questions regarding the dividend, you may call the election agent for the dividend, Broadridge Corporate Issuer Solutions, LLC, at (888) 789-8409.

About Toro Corp.

Toro Corp. is a global energy transportation services provider, operating a modern fleet of oceangoing vessels. The Company’s fleet comprises two LPG carriers and two MR tanker vessels, transporting petrochemical gases and refined petroleum products worldwide.

Toro is incorporated under the laws of the Republic of the Marshall Islands. The Company's common shares trade on the Nasdaq Capital Market under the symbol “TORO”.

For more information, please visit the Company’s website at www.torocorp.com. Information on our website does not constitute a part of this press release.

CONTACT DETAILS

For further information please contact:

Investor Relations

Toro Corp.

Email: ir@torocorp.com

FAQ

What did Toro Corp. (TORO) announce in this Form 6-K?

Toro Corp. announced the final shareholder election results and completion of payment for its previously declared $1.75 per common share special dividend, delivered in cash and common shares.

How large is Toro Corp.'s special dividend and how was it structured?

The special dividend is $1.75 per common share and could be taken either in cash or in Toro common shares, based on each shareholder’s election.

How much cash and how many shares did Toro Corp. distribute for the special dividend?

Based on shareholder elections, Toro Corp. paid approximately $9.3 million in cash and issued 7,378,575 common shares as part of the special dividend.

When was Toro Corp.'s special dividend paid and what was the record date?

The special dividend was paid on January 16, 2026 to shareholders of record as of December 16, 2025.

How was the share portion of Toro Corp.'s special dividend priced?

The number of common shares for the share election was calculated using the 20-day volume weighted average price of Toro’s shares on Nasdaq through December 4, 2025, which was $3.8386 per share.

What were the due bill and ex-dividend dates for Toro Corp.'s special dividend?

Toro’s common shares traded with due bills from the December 16, 2025 record date through the close of trading on January 16, 2026, the dividend payment date. The ex-dividend date was January 20, 2026.

What business does Toro Corp. (TORO) operate?

Toro Corp. is a global energy transportation services provider, operating a fleet of oceangoing vessels that includes two LPG carriers and two MR tanker vessels transporting petrochemical gases and refined petroleum products worldwide.