SCHEDULE: Rubico Inc. Insider Ownership Declines to 8.57% Amid Share Increase
Beneficial Ownership Amendment
Key insiders, including Family Trading Inc. and Evangelos J. Pistiolis, report a decrease in their percentage beneficial ownership of Rubico Inc. common stock to 8.57% due to an increase in outstanding shares.
Summary
- This Amendment No. 2 to Schedule 13D updates the beneficial ownership of Rubico Inc. common stock by Family Trading Inc., 3 Sororibus Trust, and Mr. Evangelos J. Pistiolis (collectively, the "Reporting Persons").
- The decrease in percentage beneficial ownership is solely a result of an increase in the total number of Rubico Inc. Common Shares issued and outstanding.
- As of November 6, 2025, there were 19,672,476 Common Shares of Rubico Inc. issued and outstanding.
- Family Trading Inc. and 3 Sororibus Trust each beneficially own 1,465,359 Common Shares, representing approximately 7.45% of the outstanding shares.
- Mr. Evangelos J. Pistiolis beneficially owns 220,564 Common Shares, representing approximately 1.12% of the outstanding shares.
- If the Reporting Persons were deemed to have formed a Section 13(d) group, they would collectively beneficially own 1,685,923 Common Shares, constituting approximately 8.57% of the issued and outstanding Common Shares.
- No Reporting Person has been convicted in a criminal proceeding or been a party to a civil proceeding related to securities laws in the last five years.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the dilution of existing shareholders' proportional ownership, even if the underlying reason (share issuance) might be for a strategic purpose not detailed here. Without context on the purpose of the share increase, it's generally viewed as a minor negative for existing equity holders.
Negatives
- The percentage beneficial ownership of the Reporting Persons has decreased, which implies dilution for existing shareholders due to an increase in the total number of outstanding Common Shares.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.
Management Comments
- Andreas Louka, President/Treasurer/Director of Family Trading Inc., certified the information as true, complete, and correct.
- Alexandros Economou, Sole Director of 3 Sororibus Trust, certified the information as true, complete, and correct.
- Evangelos J. Pistiolis certified the information as true, complete, and correct.
Industry Context
This filing is an update on insider ownership percentages and does not provide information related to broader industry trends or competitive landscape.
Legal Proceedings
- To the best of the Reporting Persons' knowledge, none of the persons listed in Item 2, including the Trustee, have, during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
- To the best of the Reporting Persons' knowledge, none of the persons listed in Item 2, including the Trustee, have, during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Stakeholder Impact
- Shareholders: Experience dilution of their proportional ownership in Rubico Inc. due to the increase in outstanding shares.
Key Dates
| Date | Description |
|---|---|
| 2025-06-04 | Date of Registration Statement on Form 20-F filed by Rubico Inc. (Exhibit 2.3 incorporated by reference). |
| 2025-08-08 | Original Schedule 13D filed with the U.S. Securities and Exchange Commission. |
| 2025-10-16 | Amendment No. 1 to Schedule 13D filed (Exhibit 1 incorporated by reference). |
| 2025-11-05 | Date of event which requires filing of this statement (decrease in percentage beneficial ownership). |
| 2025-11-06 | Date as of which the Issuer reported 19,672,476 Common Shares issued and outstanding. |
| 2025-11-07 | Signature date for Family Trading Inc., 3 Sororibus Trust, and Evangelos J. Pistiolis on Amendment No. 2. |
Recommendation
holdThe filing primarily reports a change in percentage beneficial ownership due to share issuance, which is a dilutive event for existing shareholders. While this is a minor negative, the filing does not provide sufficient information regarding the purpose or impact of the share increase to warrant a stronger recommendation. A 'hold' position is appropriate until further details on the company's strategic use of the newly issued shares are disclosed.
Keywords
Rubico Inc., Schedule 13D, beneficial ownership, common stock, shareholding, insider ownership, equity, SEC filing
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