TORO CORP. (TORO) CEO reports large indirect common and preferred stake

Rhea-AI Filing Summary

TORO CORP. director and Chief Executive Officer Panagiotidis Petros Panagiotis filed an initial statement of beneficial ownership. He reports indirect control of 18,506,235 common shares through Pani Corp. and 40,000 Series B Preferred Shares through Pelagos Holdings Corp., with each preferred share carrying the voting power of 100,000 common shares. He may be deemed to beneficially own these securities through his control of Pani and Pelagos but disclaims beneficial ownership except to the extent of any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Panagiotidis Petros Panagiotis

(Last) (First) (Middle)

223 CHRISTODOULOU CHATZIPAVLOU STREET,

HAWAII ROYAL GARDENS

(Street)

LIMASSOL 3036

(City) (State) (Zip)

CYPRUS

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
TORO CORP. [ TORO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,506,235	I	By Pani Corp.(1)(4)
Series B Preferred Stock	40,000	I	By Pelagos Holdings Corp.(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares reported as beneficially owned consist of 18,506,235 common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person.

2. The reported 40,000 Series B Preferred Shares are held indirectly through Pelagos Holdings Corp. ("Pelagos"), an entity controlled by the Reporting Person.

3. Each Series B Preferred Share has the voting power of 100,000 common shares and the Series B Preferred Shares votes together with the issuer's common shares as a single class, subject to limited separate class voting rights and adjustment provisions as described in the issuer's governing documents.

4. The Reporting Person may be deemed to beneficially own the securities held by Pani and Pelagos by virtue of his control of such entities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for purposes of Section 16 of the Exchange Act or otherwise.

	/s/ Petros Panagiotis Panagiotidis	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does the TORO Form 3 filing by Panagiotidis Petros Panagiotis show?

The Form 3 shows that TORO’s CEO reports indirect control of 18,506,235 common shares and 40,000 Series B Preferred Shares through entities he controls, establishing his initial beneficial ownership position under Section 16 of the Exchange Act.

How many TORO common shares are reported as indirectly owned on the Form 3?

The filing reports 18,506,235 TORO common shares held indirectly through Pani Corp., an entity controlled by the reporting person. These shares are treated as beneficially owned due to his control of Pani, subject to his pecuniary interest disclaimer.

What Series B Preferred Stock holdings are disclosed for TORO on this Form 3?

The Form 3 discloses 40,000 TORO Series B Preferred Shares held indirectly through Pelagos Holdings Corp. Each preferred share has the voting power of 100,000 common shares, and the reporting person controls Pelagos while disclaiming beneficial ownership beyond any pecuniary interest.

How does the TORO CEO hold his reported securities in this Form 3?

The securities are held indirectly through two controlled entities: Pani Corp. holds the reported common shares and Pelagos Holdings Corp. holds the Series B Preferred Shares. His beneficial ownership arises from control of these entities, subject to a pecuniary interest limitation.

Does the TORO Form 3 include any insider buying or selling activity?

The Form 3 does not report any insider purchases or sales. It is an initial statement of beneficial ownership that lists existing indirect holdings in common and Series B Preferred Shares rather than recording new transactions in TORO securities.

What disclaimer of beneficial ownership is included in the TORO Form 3?

The reporting person states he may be deemed to beneficially own securities held by Pani and Pelagos due to his control, but disclaims beneficial ownership except to the extent of his pecuniary interest, and clarifies the report is not an admission of beneficial ownership under Section 16.