Stock dividend lifts Toro (TORO) CEO’s indirect stake to 25.6M

Rhea-AI Filing Summary

Toro Corp. director and Chief Executive Officer Panagiotidis Petros Panagiotis, through Pani Corp., received 4,827,279 shares of Common Stock as a payment-in-kind dividend. This dividend was paid on 20,822,206 shares of Common Stock held on the dividend record date.

After this non-market transaction, indirect holdings through Pani Corp. total 25,649,485 Common Stock shares. The price of 3.8821 per share represents the amount foregone in exchange for each share received as a dividend. The CEO disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Panagiotidis Petros Panagiotis

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock	4,827,279	$3.8821	$18.74M

Holdings After Transaction: Common Stock — 25,649,485 shares (Indirect, By Pani Corp.)

Footnotes (1)

1. The reporting person received 4,827,279 shares of Common Stock as a payment-in-kind dividend on 20,822,206 shares of Common Stock owned on the dividend record date. Represents the amount foregone in exchange for each share of Common Stock received as a dividend. Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person. The Reporting Person may be deemed to beneficially own the securities held by Pani by virtue of his control of such entity. 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.

Key Figures

Shares received as dividend: 4,827,279 shares Dividend reference holdings: 20,822,206 shares Per-share foregone amount: 3.8821 per share +1 more

4 metrics

Shares received as dividend 4,827,279 shares Payment-in-kind dividend on Common Stock

Dividend reference holdings 20,822,206 shares Shares owned on the dividend record date

Per-share foregone amount 3.8821 per share Amount foregone for each dividend share

Total indirect holdings after transaction 25,649,485 shares Common Stock beneficially owned through Pani Corp.

Key Terms

payment-in-kind dividend, beneficially owned, pecuniary interest, Section 16 of the Exchange Act

4 terms

payment-in-kind dividend financial

"received 4,827,279 shares of Common Stock as a payment-in-kind dividend"

A payment-in-kind dividend is when a company pays shareholders with additional securities—usually extra shares or debt instruments—instead of cash. It matters to investors because it conserves the company’s cash but effectively gives you store credit rather than money in your pocket, which can lower your ownership percentage and make your return less liquid or harder to sell immediately. Knowing this helps assess a company’s cash health and the real value of the payout.

beneficially owned financial

"Shares reported as beneficially owned consist of common shares held indirectly"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pecuniary interest financial

"disclaims beneficial ownership of such securities except to the extent of his pecuniary interest"

Section 16 of the Exchange Act regulatory

"beneficial owner for purposes of Section 16 of the Exchange Act or otherwise"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Panagiotidis Petros Panagiotis

(Last) (First) (Middle)

223 CHRISTODOULOU CHATZIPAVLOU STREET,

HAWAII ROYAL GARDENS

(Street)

LIMASSOL CYPRUS 3036

(City) (State) (Zip)

GREECE

(Country)

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

5. 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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/05/2026		J(1)		4,827,279	A	$3.8821(2)	25,649,485	I	By Pani Corp.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person received 4,827,279 shares of Common Stock as a payment-in-kind dividend on 20,822,206 shares of Common Stock owned on the dividend record date.

2. Represents the amount foregone in exchange for each share of Common Stock received as a dividend.

3. Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp. ("Pani"), an entity controlled by the Reporting Person. The Reporting Person may be deemed to beneficially own the securities held by Pani by virtue of his control of such entity. 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	06/09/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did Toro (TORO) report for its CEO?

Toro reported that its CEO, Panagiotidis Petros Panagiotis, indirectly received 4,827,279 Common Stock shares as a payment-in-kind dividend through Pani Corp., based on 20,822,206 shares held on the dividend record date.

How many Toro (TORO) shares does the CEO hold indirectly after the dividend?

Following the payment-in-kind dividend, 25,649,485 Toro Common Stock shares are held indirectly through Pani Corp. controlled by the CEO. This figure reflects total indirect beneficially owned shares reported after the dividend transaction.

What is a payment-in-kind dividend in the context of Toro (TORO)?

For Toro, the payment-in-kind dividend meant issuing 4,827,279 Common Stock shares instead of cash on 20,822,206 shares held on the record date. Shareholders received additional stock, increasing their share count rather than getting a cash payout.

What does the reported price of 3.8821 mean in Toro’s Form 4?

The reported price of 3.8821 per Toro share represents the amount foregone in exchange for each Common Stock share received as a dividend. It is tied to the payment-in-kind dividend, not an open-market purchase or sale transaction.

How are Toro (TORO) shares held by Pani Corp. attributed to the CEO?

Toro shares are held indirectly through Pani Corp., which is controlled by the CEO. He may be deemed to beneficially own Pani’s securities due to this control, but he disclaims beneficial ownership beyond his pecuniary interest in those shares.