Toro sets Oct. 1 record date for proposed LPG spin-off
Toro Corp. (TORO) set a record date of October 1, 2026 for the previously announced spin-off of its wholly owned LPG carrier subsidiary, whose common shares will be distributed to Toro shareholders.
Rhea-AI Filing Summary
Toro Corp. (TORO) set a record date of October 1, 2026 for the previously announced spin-off of its wholly owned LPG carrier subsidiary, whose common shares will be distributed to Toro shareholders. Toro expects to complete the distribution of the subsidiary’s shares on or about October 8, 2026, subject to conditions.
In the spin-off, Toro shareholders will receive one common share of the subsidiary for every eight Toro common shares held at the close of business on the record date. Completion of the distribution and spin-off is conditioned on the subsidiary’s Form 20-F registration statement being declared effective and approval of the listing of its common shares on the Nasdaq Capital Market, and Toro notes there can be no assurance the transaction will occur or on what terms or timing.
Because Nasdaq is expected to apply “due bill” procedures, Toro common shares are expected to trade with due bills from the record date through the distribution date. Holders of Toro shares as of the record date must hold through the distribution date to receive the spin-off shares, while purchasers during this due-bill period will be entitled to the distribution and sellers will forgo it.
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Key Figures
Spin-off record date: October 1, 2026
Expected distribution date: On or about October 8, 2026
Spin-off distribution ratio: 1 subsidiary share for every 8 Toro shares
+2 more
5 metrics
Spin-off record date
October 1, 2026
Record date for Toro shareholders to determine eligibility for spin-off distribution
Expected distribution date
On or about October 8, 2026
Target date to complete distribution of subsidiary common shares
Spin-off distribution ratio
1 subsidiary share for every 8 Toro shares
Share ratio for Toro shareholders in the proposed spin-off
Toro tanker vessels
4 MR tanker vessels
Part of Toro’s fleet of oceangoing vessels
Toro LPG carriers
2 LPG carriers
Part of Toro’s fleet transporting petrochemical gases
Key Terms
record date, spin-off, due bill, Nasdaq Capital Market, +1 more
5 terms
record date financial
"the record date has been set to October 1, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
spin-off financial
"in relation to the previously announced spin-off of its wholly owned subsidiary"
A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.
due bill financial
"As a result of “due bill” trading procedures expected to be established"
A due bill is a short-term entitlement document or bookkeeping instruction used when a security is traded around a distribution or corporate action date; it ensures the economic right (like a dividend, interest payment, or shareholder right) follows the security to whoever is entitled. Think of it as a temporary IOU or post-it note attached to a share so that if the record-keeping and settlement timing would otherwise misassign a payment, the payment is correctly routed to the party entitled. This matters to investors because it determines who actually receives cash or rights from corporate events when trades occur near cutoff dates.
Nasdaq Capital Market market
"approval of the listing of AI OKTO’s common shares on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Form 20-F regulatory
"registration statement on Form 20-F filed with the Securities and Exchange Commission"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What spin-off did TORO announce in this Form 6-K?
Toro Corp. announced details for the proposed spin-off of its wholly owned LPG carrier subsidiary, under which Toro shareholders are expected to receive one subsidiary common share for every eight Toro common shares, if the transaction is completed under the stated conditions.
What conditions must be met before the Toro Corp. spin-off occurs?
The spin-off and distribution remain subject to the subsidiary’s Form 20-F registration statement being declared effective and approval of the listing of its common shares on the Nasdaq Capital Market. Toro states there can be no assurance that the distribution or spin-off will occur, or on what terms or timing.
What business does Toro Corp. (TORO) currently operate?
Toro Corp. is described as a global energy transportation services provider with a fleet of four MR tanker vessels and two LPG carriers, transporting refined petroleum products and petrochemical gases worldwide. Its common shares trade on the Nasdaq Capital Market under the symbol “TORO.”
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 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.
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Form 20-F ☒
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Form 40-F ☐
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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 September 21,
2026, regarding the announcement of the record date for the previously announced proposed spin-off of its wholly-owned subsidiary AI OKTO CORP. and distribution of AI OKTO CORP.’s common shares.
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).
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Toro Corp., dated as of September 21, 2026
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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.
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Date: September 22, 2026
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TORO CORP.
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By:
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/s/ Petros Panagiotidis
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Name:
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Petros Panagiotidis
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Title:
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Chairman and Chief Executive Officer
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Exhibit 99.1
Toro Corp. Announces Record Date for the Proposed Spin-off of its LPG Carrier Business
Limassol, Cyprus, September 21, 2026 – Toro Corp. (NASDAQ: TORO) (“Toro,” or the “Company”), a global energy transportation services provider, announces that,
in relation to the previously announced spin-off of its wholly owned subsidiary, AI OKTO CORP. (“AI OKTO”), the record date has been set to October 1, 2026 (the “Record Date”), and the Company expects to complete the distribution of AI OKTO common
shares on or about October 8, 2026. In the spin-off, Toro shareholders will receive one common share of AI OKTO for every eight Toro common shares held at the close of business on the Record Date.
Additional information regarding AI OKTO and the proposed spin-off transaction may be found in AI OKTO’s registration statement on Form 20-F filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934. The proposed distribution and spin-off remain subject to, among other things, the registration statement on Form 20-F being declared effective and the approval of the listing of AI OKTO’s common shares on the
Nasdaq Capital Market (“Nasdaq”). There can be no assurance that the distribution or the spin-off will occur or, if they do occur, of their terms or timing. A copy of the registration statement on Form 20-F is available at www.sec.gov. The
information in the filed registration statement on Form 20-F is not final and remains subject to change.
As a result of “due bill” trading procedures expected to be established by Nasdaq, Toro common shares are expected to trade with due bills from the Record Date through and
including the date of the distribution of the AI OKTO common shares. Accordingly, holders of Toro common shares as of the Record Date will need to hold such shares through and including the distribution date in order to receive the AI OKTO common
shares distributed in the proposed spin-off.
This would mean that holders who purchase Toro common shares during the due bill period (even if the trades are to be settled after the due bill period) will be entitled to
receive the spin-off distribution with respect to those shares. Conversely, sellers who sell Toro common shares during the due bill period (even if the trades are to be settled after the due bill period) will not be entitled to the spin-off
distribution with respect to those shares.
Due bills obligate a seller of securities to deliver the distribution payable on such securities to the buyer. The due-bill obligations are customarily settled between the
brokers representing buyers and sellers of the securities. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of Toro’s common shares should consult their brokers before
trading to ensure they understand the effect of Nasdaq’s due-bill procedures.
About Toro Corp.
Toro Corp. is a global energy transportation services provider, operating a modern fleet of oceangoing vessels. The Company’s fleet comprises four MR tanker vessels and two LPG carriers transporting
refined petroleum products and petrochemical gases 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.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements
contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements, which are other than statements of historical facts, and include statements relating to the expectation and timing of the completion of the spin-off transaction, the transaction terms, and Nasdaq trading
procedures. We are including this cautionary statement in connection with this safe harbor legislation. The words “believe”, “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “will,” “may,” “should,” “expect,”
“pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, our management’s
examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these forward-looking statements, including these expectations, beliefs or
projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. In addition to these important factors, other important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward‐looking statements include the effects of the proposed spin-off, our business strategy, expected capital spending and other plans and objectives for future operations, as well
as those factors discussed under “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025 and/or our other filings with the Commission which can be obtained free of charge on the Commission’s website at
http://www.sec.gov. Except to the extent required by applicable law, we disclaim any intention or obligation to update publicly or revise any forward‐looking statements, whether as a result of new information, future events or otherwise.
CONTACT DETAILS
For further information, please contact:
Investor Relations
Toro Corp.
Email: ir@torocorp.com