TOP SHIPS INC. filed a Form 6-K with the SEC on November 13, 2026, disclosing a Share Purchase Agreement signed November 9, 2026, under which the company agreed to sell the shares of two shipbuilding special-purpose vehicles to related party Rubico Inc. for $14.5 million.

Key Highlights

  • Transaction parties: TOP SHIPS Inc. entered a Share Purchase Agreement with Rubico Inc., described in the filing as a related party, on November 9, 2026.
  • Assets sold: All 500 registered shares of each of Roman Shark II Inc. and Roman Shark X Inc., each holding a shipbuilding contract for a 47,499 dwt chemical/product oil carrier.
  • Purchase price: $14.5 million, payable no later than March 31, 2027, at the closing of the acquisition.
  • Delivery schedule: The tanker contracted by Roman Shark II Inc. is scheduled for delivery in the fourth quarter of 2028; the tanker contracted by Roman Shark X Inc. is scheduled for delivery in the fourth quarter of 2029.
  • Sale-leaseback financing: Each SPV has a financing agreement with CIB Financial Leasing Co., LTD covering 85% of the installments under the shipbuilding contracts; each financing bears an interest rate of Term SOFR plus a margin of 1.80%.
  • Installment details: The aggregate pre-delivery installments are $45.2 million per vessel, of which $6.8 million per vessel has already been settled, according to the filing.
  • Board approval: A special committee of independent and disinterested board members approved the sale and obtained a fairness opinion from an independent financial advisor.

TOP SHIPS Transfers Two Chemical/Product Tanker Newbuilds to Related Party Rubico Inc.

According to the Form 6-K filed November 13, 2026, TOP SHIPS INC. (NYSE:TOPS) announced a press release on November 12, 2026, regarding the sale of two chemical/product oil tankers. The underlying Share Purchase Agreement was executed on November 9, 2026, between the company and Rubico Inc., identified in the filing as a related party. Under the agreement, TOP SHIPS transferred all issued and outstanding shares of two SPVs, Roman Shark II Inc. and Roman Shark X Inc., each of which holds a shipbuilding contract with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for a 47,499 dwt chemical/product oil carrier.

The filing states the total purchase price is $14.5 million, due at closing no later than March 31, 2027. The filing further discloses that if any portion of the purchase price remains unpaid, the buyer may elect to satisfy it through newly issued Series G Perpetual Convertible Preferred Shares issued by Rubico Inc. Additionally, the filing states that to the extent Rubico raises capital through debt or equity prior to closing, it "shall be obligated to apply 100% of the net cash proceeds of such financing or equity raises directly toward the payment of the Purchase Price at Closing."

Each SPV has a separate sale-and-leaseback financing agreement with CIB Financial Leasing Co., LTD, covering 85% of the installments payable under the respective shipbuilding contract. After vessel delivery, the buyer will make quarterly installment payments of $0.5 million per vessel over 10 years, with balloon payments of $18.2 million per vessel due together with the last installments. Both the buyer and the company will provide corporate guarantees to the leasing company, the filing disclosed. The transaction committee, composed of independent and disinterested board members, obtained a fairness opinion from an independent financial advisor.

What Was Disclosed

TOP SHIPS filed a Form 6-K disclosing a November 9, 2026 Share Purchase Agreement to sell SPV shares representing two newbuild 47,499 dwt tankers to related party Rubico Inc. for $14.5 million, with associated sale-leaseback financing arrangements and board committee approval.