SCHEDULE: Rubico Inc. Major Shareholder Ownership Percentage Declines

Key shareholders of Rubico Inc. report a decrease in their beneficial ownership percentage due to new share issuance under an equity line agreement.

Summary

• Reporting persons (Family Trading Inc., 3 Sororibus Trust, and Evangelos J. Pistiolis) filed an Amendment No. 1 to Schedule 13D.
• The amendment reflects a decrease in their beneficial ownership percentage of Rubico Inc. common stock.
• This decrease is solely due to an increase in the number of outstanding common shares.
• The increase in outstanding shares resulted from Rubico Inc.'s sale of common shares to B. Riley Principal Capital II, LLC pursuant to an Equity Line Purchase Agreement dated July 21, 2025.
• As of October 16, 2025, Rubico Inc. had 3,203,269 common shares issued and outstanding.
• Family Trading Inc. and 3 Sororibus Trust each beneficially own 1,465,359 common shares, representing approximately 45.75% of the outstanding shares.
• Evangelos J. Pistiolis beneficially owns 220,564 common shares, representing approximately 6.89% of the outstanding shares.
• If deemed a Section 13(d) group, the reporting persons would beneficially own an aggregate of 1,685,923 common shares, or approximately 52.63% of the issued and outstanding shares.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of a change in beneficial ownership percentage due to share dilution from a capital raise, without explicit positive or negative commentary from the reporting persons.

Positives

• Rubico Inc. successfully raised capital through an Equity Line Purchase Agreement with B. Riley Principal Capital II, LLC.

Negatives

• The beneficial ownership percentage of key shareholders (Family Trading Inc., 3 Sororibus Trust, and Evangelos J. Pistiolis) has decreased due to dilution from the new share issuance.

Risks

• The reporting persons explicitly disclaim any assertion or presumption that they constitute a 'group' under Section 13(d) of the Exchange Act, which could imply potential differing interests among them or a desire to avoid certain regulatory obligations.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the immediate effect of the share sale and the resulting change in beneficial ownership percentages.

Management Comments

• 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 and as result of such proceeding was or is subject to 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.
• Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Amendment No. 1 is filed constitute a 'group.'

Industry Context

The filing is a specific disclosure of beneficial ownership changes and a capital raise for Rubico Inc. and does not provide broader industry trends or competitive analysis.

Legal Proceedings

• Reporting persons (Family Trading Inc., 3 Sororibus Trust, Evangelos J. Pistiolis) and the Trustee have not been convicted in a criminal proceeding (excluding traffic violations) in the last five years.
• Reporting persons and the Trustee have not been party to a civil proceeding resulting in judgments related to federal or state securities laws in the last five years.

Stakeholder Impact

• Shareholders: Existing shareholders, including the reporting persons, experienced dilution of their percentage ownership due to the issuance of new shares.
• Company (Rubico Inc.): Benefited from a capital raise through the sale of common shares to B. Riley Principal Capital II, LLC, providing additional capital for operations or strategic initiatives.

Key Dates

Keywords

Rubico Inc., SEC filing, Schedule 13D, beneficial ownership, equity line, share dilution, capital raise, B. Riley Principal Capital II, common stock, Marshall Islands