Control investor in Toro Corp (NASDAQ: TORO) discloses 64.1% stake

Rhea-AI Filing Summary

Pani Corp. and Petros Panagiotis Panagiotidis have updated their ownership disclosure in Toro Corp. following a one-time special dividend paid in shares. Pani Corp. now reports beneficial ownership of 18,506,235 common shares, representing 64.1% of Toro’s outstanding 28,852,084 shares. This total includes 5,794,995 shares received on January 16, 2026 as a special dividend, for which Pani Corp. elected stock instead of cash at $1.75 per share, using a 20-day volume-weighted average price of $3.8386 to calculate the share amount.

The stake also includes several tranches of restricted stock granted to Mr. Panagiotidis in 2023, 2024 and 2025 with multi-year vesting schedules, over which the reporting persons have varying voting and dispositive rights before and after vesting. In addition to the common shares, an entity controlled by Mr. Panagiotidis, Pelagos Holdings Corp., holds 40,000 Series B Preferred Shares, each carrying the voting power of 100,000 common shares, further concentrating voting influence.

Insights

Equity ownership and governance analyst

Disclosure shows a controlling 64.1% stake in Toro Corp. concentrated with entities tied to Petros Panagiotidis.

The filing indicates that Pani Corp., controlled by Petros Panagiotis Panagiotidis, is deemed to beneficially own 18,506,235 Toro Corp. common shares, or 64.1% of the 28,852,084 shares outstanding. A material portion, 5,794,995 shares, came from a one-time special dividend of $1.75 per share paid on January 16, 2026, where Pani elected stock instead of cash based on a $3.8386 20-day VWAP.

The position includes multiple restricted stock grants to Mr. Panagiotidis across 2023–2025, with scheduled vesting through 2028, giving the reporting persons shared voting rights on unvested awards and shared dispositive power as tranches vest. Separately, an affiliated entity, Pelagos Holdings Corp., holds 40,000 Series B preferred shares, each with the voting power of 100,000 common shares, significantly augmenting potential voting influence. Future company communications may clarify how this concentrated ownership and preferred voting power interact with Toro’s broader governance structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

TORO CORP.

(Name of Issuer)

Common Shares, USD 0.001 par value per share

(Title of Class of Securities)

Y8900D108

(CUSIP Number)

Petros Panagiotis Panagiotidis
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens
Limassol, G4, 3036
00 357 25 357 768

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. Y8900D108

1

Name of reporting person

Pani Corp.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LIBERIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,506,235.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,366,235.00

11

Aggregate amount beneficially owned by each reporting person

18,506,235.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8: Consists of (a) 8,500,000 common shares, par value $0.001 per share, of the Issuer (each common share of the Issuer, a "Share") acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Shares underlying restricted stock (the "Restricted Shares"), which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, (e) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025 and (f) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend (as defined herein) on January 16, 2026. See Item 3 of this Amendment No. 4 for further information on the Special Dividend. Note to Row 10: Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,060,000 Restricted Shares that have vested (500,000 Restricted Shares which vested on September 28, 2024, 260,000 Restricted Shares which vested on May 31, 2025 and 300,000 Restricted Shares which vested on September 28, 2025) and (d) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026. Note to Row 13: Percentage ownership is calculated by using a denominator of 28,852,084 Shares, consisting of (a) 21,473,509 Shares outstanding as of December 5, 2025, as disclosed by the Issuer in its earnings press release furnished on Form 6-K with the SEC on December 5, 2025, plus (b) 7,378,575 Shares issued by the Issuer on January 16, 2026 pursuant to the Special Dividend, as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on January 16, 2026.

SCHEDULE 13D

CUSIP No. Y8900D108

1

Name of reporting person

Petros Panagiotis Panagiotidis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,506,235.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,366,235.00

11

Aggregate amount beneficially owned by each reporting person

18,506,235.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Notes to Row 8: (1) Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,100,000 Restricted Shares which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. on October 2, 2023, (d) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024, (e) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025 and (f) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026. See Item 3 of this Amendment No. 4 for further information on the Special Dividend. (2) Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares. (3) Mr. Panagiotidis is the sole shareholder of Pani Corp. and he disclaims beneficial ownership of the 18,506,235 Shares held by Pani Corp., except to the extent of his pecuniary, voting and dispositive interests in such Shares. Note to Row 10: Consists of (a) 8,500,000 Shares acquired by Pani Corp. in a private placement on April 17, 2023, (b) 11,240 Shares acquired by Pani Corp. from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023, (c) 1,060,000 Restricted Shares that have vested (500,000 Restricted Shares which vested on September 28, 2024, 260,000 Restricted Shares which vested on May 31, 2025 and 300,000 Restricted Shares which vested on September 28, 2025) and (d) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026. Note to Row 13: Percentage ownership is calculated by using a denominator of 28,852,084 Shares, consisting of (a) 21,473,509 Shares outstanding as of December 5, 2025, as disclosed by the Issuer in its earnings press release furnished on Form 6-K with the SEC on December 5, 2025, plus (b) 7,378,575 Shares issued by the Issuer on January 16, 2026 pursuant to the Special Dividend, as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on January 16, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, USD 0.001 par value per share
(b)	Name of Issuer: TORO CORP.
(c)	Address of Issuer's Principal Executive Offices: 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, Limassol, CYPRUS , 3036.
Item 1 Comment: This Statement constitutes Amendment No. 4 (this "Amendment No. 4") to the Schedule 13D (the "Original Schedule 13D") initially filed with the Securities and Exchange Commission ("SEC") on April 27, 2023 by Pani Corp. and Petros Panagiotis Panagiotidis with respect to the common shares, par value $0.001 per share, of Toro Corp. (the "Issuer"), which Original Schedule 13D was amended by Amendment No. 1 filed on October 2, 2023 ("Amendment No. 1"), by Amendment No. 2 filed on June 4, 2024 ("Amendment No. 2") and by Amendment No. 3 filed on November 10, 2025 ("Amendment No. 3", the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the "Schedule 13D"). This Amendment No. 4 is being filed to report the receipt of Shares pursuant to the Special Dividend by Pani Corp. on January 16, 2026. This Amendment No. 4 amends the Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 4 have the meanings assigned to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof: On December 5, 2025, the board of directors of the Issuer declared a one-time, special dividend of $1.75 per Share (the "Special Dividend"), consisting of either cash or, at the shareholder's election, the Issuer's Shares payable to the Issuer's shareholders of record on December 16, 2025. Pani Corp. elected to receive such Special Dividend in Shares. The Special Dividend was paid on January 16, 2026. The number of Shares issued as a result of the Share dividend election was calculated based on the 20-day volume weighted average of the trading prices of the Issuer's Shares on the Nasdaq Stock Market through December 4, 2025, which the Issuer has determined was equal to $3.8386 per share The Reporting Persons have not paid any consideration in connection with such Shares.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: The Reporting Persons may be deemed to be the beneficial owner of 18,506,235 Shares, which includes (i) 1,100,000 Restricted Shares, which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani on October 2, 2023, (ii) 760,000 Restricted Shares, which were granted to Mr. Panagiotidis on May 31, 2024 and transferred to Pani Corp. on June 3, 2024 and (iii) 2,340,000 Restricted Shares, which were granted to Mr. Panagiotidis on November 6, 2025 and transferred to Pani Corp. on November 7, 2025. Of the 1,100,000 Restricted Shares granted on September 28, 2023, 500,000 Restricted Shares, 300,000 Restricted Shares and 300,000 Restricted Shares have vested or will vest, as applicable, on September 28, 2024, September 28, 2025 and September 28, 2026, respectively. The Reporting Persons hold shared voting power and shared dispositive power over the 800,000 of such Restricted Shares that have vested and the Reporting Persons hold shared voting power and no dispositive power of the remaining 300,000 of such Restricted Shares prior to vesting. Of the 760,000 Restricted Shares granted on May 31, 2024, 260,000 Restricted Shares, 250,000 Restricted Shares and 250,000 Restricted Shares have vested or will vest, as applicable, on May 31, 2025, May 31, 2026 and May 31, 2027, respectively. The Reporting Persons hold shared voting power and shared dispositive power over the 260,000 of such Restricted Shares that have vested and the Reporting Persons hold shared voting power and no dispositive power of the remaining 500,000 of such Restricted Shares prior to vesting. Of the 2,340,000 Restricted Shares granted on November 6, 2025, 780,000 Restricted Shares, 780,000 Restricted Shares and 780,000 Restricted Shares will vest on November 6, 2026, November 6, 2027 and November 6, 2028, respectively. The Reporting Persons hold shared voting power and no dispositive power of such Restricted Shares prior to vesting. Pani Corp. received 5,794,995 Shares pursuant to the Special Dividend on January 16, 2026. See items 7 through 13 on each cover page to this Amendment No. 4. Pani Corp. is controlled by Mr. Panagiotidis. Mr. Panagiotidis may be considered to be a beneficial owner of the Shares held by Pani Corp. by virtue of his control of the equity and voting power of Pani Corp. The Shares held by the Reporting Persons represent approximately 64.1% of the outstanding Shares. Such percentage is calculated by using a denominator of 28,852,084 Shares, consisting of (a) 21,473,509 Shares outstanding as of December 5, 2025, as disclosed by the Issuer in its earnings press release furnished on Form 6-K with the SEC on December 5, 2025, plus (b) 7,378,575 Shares issued by the Issuer on January 16, 2026 pursuant to the Special Dividend, as disclosed by the Issuer in its press release furnished on Form 6-K with the SEC on January 16, 2026. Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer. Each Series B Preferred Share has the voting power of 100,000 Shares.
(b)	Item 5(a) of this Amendment No. 4 is incorporated by reference into this Item 5(b).
(c)	The response set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 5(c). Except as described herein, the Reporting Persons, and to their knowledge, the Sole Director, have not effected any transactions in the Shares during the past 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pani Corp.

Signature:	/s/ Andreas Avgousti
Name/Title:	Andreas Avgousti / Director
Date:	01/21/2026

Petros Panagiotis Panagiotidis

Signature:	/s/ Petros Panagiotis Panagiotidis
Name/Title:	Petros Panagiotis Panagiotidis
Date:	01/21/2026

FAQ

How many Toro Corp (TORO) shares do Pani Corp. and Petros Panagiotis Panagiotidis beneficially own after this amendment?

According to the disclosure, the reporting persons may be deemed to beneficially own 18,506,235 Toro Corp. common shares, reflecting their combined interest through Pani Corp. and restricted stock awards.

What percentage of Toro Corp (TORO) does the reported 18,506,235 shares represent?

The filing states that the 18,506,235 shares beneficially owned by the reporting persons represent approximately 64.1% of Toro Corp.’s 28,852,084 outstanding common shares.

How did Pani Corp. increase its Toro Corp (TORO) holdings through the special dividend?

Toro’s board declared a one-time special dividend of $1.75 per share, payable in cash or, at each shareholder’s election, in shares. Pani Corp. elected to receive shares and received 5,794,995 shares on January 16, 2026, with the share amount calculated using a $3.8386 20-day volume-weighted average price.

What restricted stock grants tied to Toro Corp (TORO) are included in the reporting persons’ beneficial ownership?

The reported 18,506,235 shares include (i) 1,100,000 restricted shares granted on September 28, 2023, (ii) 760,000 restricted shares granted on May 31, 2024, and (iii) 2,340,000 restricted shares granted on November 6, 2025, all transferred to Pani Corp. and vesting in scheduled tranches from 2024 through 2028.

What additional voting power related to Toro Corp (TORO) is held through Series B preferred shares?

The filing notes that Pelagos Holdings Corp., an entity controlled by Mr. Panagiotidis, owns 40,000 Series B Preferred Shares of Toro Corp., with each Series B share having the voting power of 100,000 common shares.

Did Pani Corp. pay cash to acquire the Toro Corp (TORO) shares received via the special dividend?

No. The disclosure states that the reporting persons have not paid any consideration in connection with the Toro Corp. shares received pursuant to the special dividend; they arose from the dividend election in shares.

Why was this Schedule 13D/A Amendment No. 4 filed for Toro Corp (TORO)?

This Amendment No. 4 was filed to report the receipt of shares pursuant to the special dividend by Pani Corp. on January 16, 2026 and to update the ownership and related details accordingly.