Major Toro Corp (TORO) holder lifts stake to 20.8M shares and 72.2%

Rhea-AI Filing Summary

Pani Corp. and Petros Panagiotis Panagiotidis filed Amendment No. 5 to update their ownership in Toro Corp. They may be deemed beneficial owners of 20,822,206 common shares, representing approximately 72.2% of Toro’s 28,852,084 shares outstanding.

The update reflects Pani Corp.’s open-market purchase of 2,315,971 shares from April 22–24, 2026 for a total of $14,254,600.60, funded by cash ultimately from Mr. Panagiotidis’s personal funds. Their holdings also include several tranches of restricted shares and 5,794,995 shares received via a special dividend, while an affiliated entity holds 40,000 Series B preferred shares, each carrying the voting power of 100,000 common shares.

Insights

Equity ownership & governance analyst

Control holder in TORO discloses larger stake and strong voting power.

Pani Corp. and Petros Panagiotis Panagiotidis now report beneficial ownership of 20,822,206 Toro Corp. shares, about 72.2% of outstanding common shares. This reflects additional open‑market buying of 2,315,971 shares for $14,254,600.60 over April 22–24, 2026.

The filing shows layered exposure: prior private placements, restricted share awards that vest over 2024–2028, and 5,794,995 shares received as a special dividend. An affiliated entity also holds 40,000 Series B preferred shares, each with the voting power of 100,000 common shares, indicating substantial voting influence alongside the common equity stake.

This amendment mainly formalizes a larger, already concentrated ownership position, funded with personal cash via controlled entities. Future company filings will clarify any additional changes in share count, vesting of restricted shares, or preferred share conversions that might affect control dynamics.

Key Figures

Beneficial ownership: 20,822,206 shares Ownership percentage: 72.2% Shares outstanding: 28,852,084 shares +5 more

8 metrics

Beneficial ownership 20,822,206 shares Common shares beneficially owned by reporting persons

Ownership percentage 72.2% Portion of Toro Corp. outstanding common shares

Shares outstanding 28,852,084 shares Toro common shares outstanding per Form 20-F

Recent open-market purchase 2,315,971 shares Bought April 22–24, 2026

Purchase consideration $14,254,600.60 Total paid for 2,315,971 shares

Special dividend shares 5,794,995 shares Issued to Pani Corp. on January 16, 2026

Restricted share grants 4,200,000 shares Grants in 2023, 2024 and 2025 before vesting allocations

Series B preferred shares 40,000 shares Held by Pelagos Holdings, each with 100,000-share voting power

Key Terms

Restricted Shares, Special Dividend, beneficial owner, shared voting power, +1 more

5 terms

Restricted Shares financial

"Consists of (a) 1,100,000 Shares underlying restricted stock (the "Restricted Shares"), which were granted..."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Special Dividend financial

"5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026"

A special dividend is a one-time payment made by a company to its shareholders, usually when it has accumulated excess profits or cash. It is like a bonus or a reward for investors, often signaling that the company has extra funds available. This type of dividend matters because it can indicate a company's financial health or a significant change in its cash situation.

beneficial owner financial

"The Reporting Persons may be deemed to be the beneficial owner of 20,822,206 Shares..."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"The Reporting Persons hold shared voting power and shared dispositive power over the 800,000 of such Restricted Shares..."

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Series B Preferred Shares financial

"Pelagos Holdings Corp, an entity controlled by Mr. Panagiotidis, also owns 40,000 Series B Preferred Shares of the Issuer."

Series B preferred shares are a class of company stock issued during a later round of private financing that gives investors priority over common shareholders for payouts and protections if the company is sold or liquidated. Think of them as a VIP ticket that often includes a fixed claim on returns, possible regular payments, and the option to convert into regular shares; that mix of safety and upside helps investors assess risk and potential reward.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

04/22/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 20,822,206.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,206.00

11

Aggregate amount beneficially owned by each reporting person

20,822,206.00

12

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

13

Percent of class represented by amount in Row (11)

72.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8 and 11: 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, (f) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026 and (g) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions. 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), (d) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026, and (e) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions. Note to Row 13: Percentage ownership is calculated by using a denominator of 28,852,084 Shares outstanding, as disclosed by the Issuer in its Annual Report on Form 20-F filed with the SEC on April 15, 2026.

SCHEDULE 13D

CUSIP Number(s): 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 20,822,206.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,206.00

11

Aggregate amount beneficially owned by each reporting person

20,822,206.00

12

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

13

Percent of class represented by amount in Row (11)

72.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Notes to Row 8 and 11: (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, (f) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026 and (g) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions. (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 20,822,206 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), (d) 5,794,995 Shares issued to Pani Corp. pursuant to the Special Dividend on January 16, 2026 and (e) 2,315,971 Shares purchased by Pani Corp. through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Item 3 of this Amendment No. 5 for further information on such transactions. Note to Row 13: Percentage ownership is calculated by using a denominator of 28,852,084 Shares outstanding, as disclosed by the Issuer in its Annual Report on Form 20-F filed with the SEC on April 15, 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. 5 (this "Amendment No. 5") 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"), by Amendment No. 3 filed on November 10, 2025 ("Amendment No. 3) and by Amendment No. 4 filed on January 21, 2026 ("Amendment No. 4", the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the "Schedule 13D"). This Amendment No. 5 is being filed to report the purchase of Shares through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). This Amendment No. 5 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. 5 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: Pani Corp. purchased 2,315,971 Shares through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive) for a total purchase price of $14,254,600.60. The source of the consideration paid by Pani Corp. for such Shares was cash provided by entities controlled by Mr. Panagiotidis, and the source of such cash provided by such entities was personal funds of Mr. Panagiotidis.
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 20,822,206 Shares, which includes (i) 1,100,000 Restricted Shares, which were granted to Mr. Panagiotidis on September 28, 2023 and transferred to Pani Corp. 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. Pani Corp. purchased 2,315,971 Shares through a series of transactions in the open market from April 22, 2026 to April 24, 2026 (inclusive). See Items 7 through 13 on each cover page to this Amendment No. 5. 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 72.2% of the outstanding Shares. Such percentage is calculated by using a denominator of 28,852,084 Shares outstanding, as disclosed by the Issuer in its Annual Report on Form 20-F filed with the SEC on April 15, 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. 5 is incorporated by reference into this Item 5(b).
(c)	The response set forth in Item 3 of this Amendment No. 5 is incorporated by reference in its entirety into this Item 5(c). Except as set forth in Schedule I to this Amendment No. 5 (which is incorporated by reference into this Item 5(c)), 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.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 -- Schedule I: Transactions in Common Shares Effectuated in the Past 60 Days

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:	04/24/2026

Petros Panagiotis Panagiotidis

Signature:	/s/ Petros Panagiotis Panagiotidis
Name/Title:	Petros Panagiotis Panagiotidis
Date:	04/24/2026

FAQ

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

They may be deemed beneficial owners of 20,822,206 Toro Corp. common shares. This represents approximately 72.2% of the company’s 28,852,084 shares outstanding, based on the issuer’s Form 20-F share count disclosure.

What recent share purchases in TORO stock did Pani Corp. report in Amendment No. 5?

Pani Corp. reported purchasing 2,315,971 Toro Corp. common shares in the open market. These trades occurred from April 22, 2026 to April 24, 2026 and had a total purchase price of $14,254,600.60, funded ultimately from Mr. Panagiotidis’s personal funds.

What percentage of Toro Corp (TORO) does the reporting group’s stake represent?

The reporting persons state their 20,822,206 Toro Corp. shares represent about 72.2% of outstanding common shares. This percentage uses a denominator of 28,852,084 shares outstanding, as disclosed in Toro’s Form 20-F filed with the SEC on April 15, 2026.

How did Pani Corp. acquire its large position in Toro Corp (TORO)?

Pani Corp.’s position combines several sources: a private placement of 8,500,000 shares, restricted shares granted to Mr. Panagiotidis and transferred to Pani Corp., 5,794,995 shares from a special dividend, and 2,315,971 shares bought in recent open‑market transactions.

What are the key restricted share grants mentioned for Toro Corp (TORO)?

Restricted share grants total 1,100,000 shares from September 28, 2023, 760,000 from May 31, 2024, and 2,340,000 from November 6, 2025. These vest over schedules running through 2028, with differing voting and dispositive power before and after vesting.

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

Pelagos Holdings Corp., controlled by Mr. Panagiotidis, owns 40,000 Series B preferred shares of Toro Corp. Each Series B preferred share carries the voting power of 100,000 common shares, providing substantial additional voting influence beyond the reported common share stake.