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  4. [Form 4] TORO CORP. Insider Trading Activity

Toro Corp. (TORO) CEO-linked Pani Corp. buys 2,315,971 common shares

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Toro Corp. director and Chief Executive Officer Panagiotidis Petros Panagiotis reported a series of indirect open-market purchases of the company’s common stock through Pani Corp., an entity he controls. Across four transactions on April 22–24, 2026, Pani Corp. bought a total of 2,315,971 shares at weighted average prices ranging from about $4.73 to $6.79 per share. Following the most recent purchase, indirect holdings reported through Pani Corp. stood at 20,822,206 common shares, with beneficial ownership disclaimed except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

CEO-controlled entity executed sizeable open-market share purchases, increasing indirect Toro Corp. holdings.

The filing shows Pani Corp., an entity controlled by Toro Corp.’s CEO, completed four open-market purchases of common stock between April 22 and April 24, 2026. These are straightforward P-code transactions, classified as non-derivative open-market buys rather than option exercises or grants.

In total, 2,315,971 shares were purchased at weighted average prices between roughly $4.73 and $6.79 per share, lifting indirect holdings reported through Pani Corp. to 20,822,206 shares. The footnotes state the CEO may be deemed to beneficially own these securities via control of Pani Corp., while formally disclaiming beneficial ownership beyond any pecuniary interest.

No derivative positions remain visible in this filing, and there are no disclosures of sales, tax withholdings, or Rule 10b5-1 trading plans. The transactions therefore represent net open-market buying activity by an entity associated with the CEO, but the filing does not provide information on the company’s total shares outstanding or the percentage this stake represents.

Insider Panagiotidis Petros Panagiotis
Role Chief Executive Officer
Bought 2,315,971 shs ($14.25M)
Type Security Shares Price Value
Purchase Common Stock 67,407 $6.7885 $458K
Purchase Common Stock 265,836 $6.5246 $1.73M
Purchase Common Stock 516,738 $5.0433 $2.61M
Purchase Common Stock 1,465,990 $6.4506 $9.46M
Holdings After Transaction: Common Stock — 20,822,206 shares (Indirect, By Pani Corp.)
Footnotes (1)
  1. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.725 to $5.60 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. 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. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.81 to $6.75 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.175 to $6.65 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.45 to $6.85 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Total shares purchased 2,315,971 shares Net open-market buys across April 22–24, 2026
Shares bought on April 22, 2026 (first block) 516,738 shares Common Stock at weighted average price <money>$5.0433</money>
Shares bought on April 22, 2026 (second block) 1,465,990 shares Common Stock at weighted average price <money>$6.4506</money>
Shares bought on April 23, 2026 265,836 shares Common Stock at weighted average price <money>$6.5246</money>
Shares bought on April 24, 2026 67,407 shares Common Stock at weighted average price <money>$6.7885</money>
Indirect holdings after latest transaction 20,822,206 shares Common shares held indirectly through Pani Corp.
open market purchases financial
"This transaction represents purchases executed in multiple open market purchases."
Open market purchases are buys of a company’s shares (or other securities) made on public exchanges at prevailing market prices rather than through private deals. For investors this matters because when a company buys back its own stock it reduces the number of shares available, which can boost per-share earnings and often signals management’s confidence; it also affects supply, demand and short-term liquidity much like someone quietly buying up items from a crowded marketplace.
weighted average price financial
"The reported price is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficially owned financial
"Shares reported as beneficially owned consist of common shares held indirectly through Pani Corp."
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
"The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any."
Section 16 of the Exchange Act regulatory
"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."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
LIMASSOL3036
(City)(State)(Zip)
CYPRUS
(Country)		2. Issuer Name and Ticker or Trading Symbol
TORO CORP. [ TORO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/22/2026P516,738A$5.0433(1)19,022,973IBy Pani Corp.(2)
Common Stock04/22/2026P1,465,990A$6.4506(3)20,488,963IBy Pani Corp.(2)
Common Stock04/23/2026P265,836A$6.5246(4)20,754,799IBy Pani Corp.(2)
Common Stock04/24/2026P67,407A$6.7885(5)20,822,206IBy Pani Corp.(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.725 to $5.60 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. 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.
3. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.81 to $6.75 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
4. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.175 to $6.65 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
5. This transaction represents purchases executed in multiple open market purchases. The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.45 to $6.85 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
/s/ Petros Panagiotis Panagiotidis04/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Toro Corp. (TORO) report in this Form 4?

The Form 4 reports four indirect open-market purchases of Toro Corp. common stock by Pani Corp., an entity controlled by the CEO. Between April 22 and 24, 2026, Pani Corp. bought a total of 2,315,971 shares at various weighted average prices.

Over what dates were the Toro Corp. shares purchased by Pani Corp.?

The reported open-market purchases occurred on April 22, 23, and 24, 2026. Two transactions took place on April 22, followed by one on each of April 23 and April 24, all involving Toro Corp. common stock and reported as non-derivative purchases.

How many Toro Corp. shares does Pani Corp. hold after these transactions?

After the latest reported purchase, Pani Corp.’s indirect holdings of Toro Corp. common shares totaled 20,822,206. This figure is disclosed as the number of common stock shares beneficially owned indirectly, with beneficial ownership formally disclaimed except for any pecuniary interest the reporting person may have.

At what prices were the Toro Corp. shares bought in these insider purchases?

Each transaction is reported at a weighted average price per share. Footnotes state that individual trades occurred in ranges from $4.725 to $5.60, $5.81 to $6.75, $6.175 to $6.65, and $6.45 to $6.85 per share, across the four transaction groups.

Who actually holds the Toro Corp. shares reported in this Form 4?

The shares are held indirectly through Pani Corp., an entity controlled by the reporting person, Toro Corp.’s CEO. The filing states he may be deemed to beneficially own securities held by Pani Corp. but disclaims beneficial ownership except to the extent of any pecuniary interest.

Were these Toro Corp. insider trades part of a derivative or option exercise?

No, the transactions are classified as non-derivative open-market purchases of common stock, coded “P” for purchase. The derivativeSummary section is empty, indicating no derivative exercises or conversions were reported alongside these common stock buys in this particular Form 4.