Toro discloses related-party approvals for Castor preferred redemption

Rhea-AI Filing Summary

Toro Corp. reported an agreement with Castor Maritime Inc. for the full redemption of 60,000 of Castor’s 8.75% Series E cumulative perpetual convertible preferred shares. The redemption will be settled in cash equal to the stated amount of the Series E Preferred Shares plus 0.523%, including accrued and unpaid distributions.

Castor is Nasdaq‑listed, and its Chairman, CEO and CFO is also Toro’s Chairman and CEO. The transaction and its terms were approved by the boards of both companies following recommendations from their respective special committees of disinterested and independent directors, which negotiated the redemption. The report is incorporated by reference into Toro’s effective shelf and employee benefit plan registration statements.

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 2025

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

On October 13, 2025, Toro Corp. (the “Company” or “Toro”) and Castor Maritime Inc. (“Castor”) agreed to the full redemption of 60,000 shares of Castor’s 8.75% Series E cumulative perpetual convertible preferred shares, par value $0.001 per share (the “Series E Preferred Shares”), for a cash consideration equal to the stated amount of the Series E Preferred Shares plus 0.523% thereof, including accrued and unpaid distributions.

Castor is a public company listed on the Nasdaq Capital Market. Castor’s Chairman, Chief Executive Officer and Chief Financial Officer, is also the Company’s Chairman and Chief Executive Officer. The foregoing full redemption of the Series E Preferred Shares and its 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 who negotiated the redemption.

The information contained in this report on Form 6-K and Exhibit 99.1 attached hereto is 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: October 15, 2025
	By:	/s/ Petros Panagiotidis
		Petros Panagiotidis
		Chairman and Chief Executive Officer

FAQ

What did TORO announce in its Form 6-K?

Toro disclosed an agreement with Castor Maritime to fully redeem 60,000 of Castor’s 8.75% Series E preferred shares for cash equal to the stated amount plus 0.523%, including accrued and unpaid distributions.

Which securities are being redeemed and in what amount?

Castor’s 8.75% Series E cumulative perpetual convertible preferred shares, totaling 60,000 shares.

What are the cash terms of the redemption noted by TORO?

Cash consideration equals the stated amount of the Series E Preferred Shares plus 0.523%, including accrued and unpaid distributions.

Is there a related-party aspect between TORO and Castor Maritime?

Yes. Castor’s Chairman, CEO and CFO is also Toro’s Chairman and CEO.

How was the transaction approved?

The boards of Toro and Castor approved it following recommendations from their special committees of disinterested and independent directors who negotiated the redemption.

Is this 6-K linked to TORO’s registration statements?

Yes. The 6-K and its exhibit are incorporated by reference into Toro’s Form F-3 and Form S-8 registration statements.