SCHEDULE: TOP SHIPS Insider Ownership Shifts After Share Issuance

Reporting persons' beneficial ownership in TOP SHIPS INC. decreased to 62.08% following the issuance of 804,322 common shares through an At-The-Market offering.

Summary

• Amendment No. 40 to Schedule 13D/A was filed by Evangelos J. Pistiolis, Family Trading Inc., and 3 Sororibus Trust.
• The filing reflects a decrease in the beneficial ownership percentage for the Reporting Persons.
• This decrease is attributed to the issuance of 804,322 Common Shares by TOP SHIPS INC. between February 24, 2026, and March 12, 2026.
• The shares were issued through sales completed under an equity distribution agreement (ATM) with Maxim Group LLC, dated May 24, 2024.
• As of March 31, 2026, there were 5,430,519 Common Shares issued and outstanding.
• The Reporting Persons, if considered a group, beneficially own an aggregate of 3,371,429 Common Shares, representing approximately 62.08% of the outstanding Common Shares.
• Family Trading Inc. and 3 Sororibus Trust each beneficially own 2,930,718 Common Shares, representing 53.97% of outstanding shares.
• Evangelos J. Pistiolis beneficially owns 440,711 Common Shares, representing 8.12% of outstanding shares.
• The Issuer also issued 14,000 shares of Series G Preferred Stock to Central Mare Inc., an affiliate of Mr. Pistiolis's family, on March 31, 2026, with each share carrying the voting power of 1,000 Common Shares (subject to a 19.99% aggregate voting cap).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While it reflects dilution for common shareholders, it also indicates the company's ability to raise capital through an ATM offering and strategic preferred share issuance, which can support operations or growth initiatives. The continued strong insider control is also noted.

Positives

• The company successfully issued 804,322 common shares through an ATM offering, indicating access to capital markets for funding.
• The issuance of Series G Preferred Stock to an affiliate of the CEO's family on March 31, 2026, provides additional capital or strengthens insider control, depending on the context of the issuance.

Negatives

• The beneficial ownership percentage of the Reporting Persons decreased due to dilution from the share issuance.
• Existing common shareholders experienced dilution from the issuance of 804,322 new common shares.

Risks

• Dilution of existing common shareholders' equity and voting power due to the issuance of new common shares through the ATM.
• Potential for further dilution from the conversion of Series G Preferred Shares into Common Shares, as the Issuer has the right to convert them.
• Concentrated voting power with the Pistiolis family through various trusts and preferred stock holdings (Series D and Series G Preferred Stock), which could limit the influence of other shareholders.

Future Outlook

The filing indicates the Issuer has an ongoing equity distribution agreement (ATM) with Maxim Group LLC, suggesting a potential for future share issuances and further dilution, as well as the possibility of converting Series G Preferred Shares into Common Shares.

Industry Context

StockSavvy.ai notes that the use of At-The-Market (ATM) offerings is a common strategy for shipping companies like TOP SHIPS INC. to raise capital efficiently, particularly in volatile market conditions or for fleet expansion/modernization. The issuance of preferred stock with significant voting power to affiliated entities is also a common mechanism in the shipping industry to maintain control within founding families or key management, while potentially raising capital or restructuring ownership.

Corporate Governance

Related Party Transactions

• Issuance of 100,000 shares of Series D Preferred Stock on May 8, 2017, to Tankers Family Inc., a corporation whose common shares are owned by the Lax Trust, an irrevocable trust for the benefit of certain family members of Mr. Evangelos J. Pistiolis.
• Issuance of 14,000 shares of Series G Preferred Stock on March 31, 2026, to Central Mare Inc., an affiliate of the family of Mr. Evangelos J. Pistiolis.

Stakeholder Impact

• **Shareholders (Common)**: Experience dilution of their ownership percentage and voting power due to the issuance of 804,322 new common shares through the ATM. The issuance of Series G Preferred Stock to an affiliate of management's family further concentrates voting power, potentially reducing the influence of other common shareholders.
• **Management/Controlling Shareholders**: The Pistiolis family and affiliated entities maintain significant control (62.08% group beneficial ownership, plus preferred stock voting power), ensuring stability in strategic direction but also potential for decisions that may not always align with minority common shareholders.

Next Steps

• Potential for future share issuances under the existing equity distribution agreement (ATM).
• Possible conversion of Series G Preferred Shares into Common Shares by the Issuer at a future date.

Key Dates

Recommendation

The filing indicates ongoing capital raising activities through an ATM offering, which provides the company with financial flexibility but results in dilution for existing common shareholders. The significant and concentrated insider ownership, further reinforced by preferred stock issuances to affiliated entities, suggests stable control but also potential for decisions that may not always align with minority common shareholders. Given the dilution and strong insider control, a 'hold' recommendation is appropriate for investors to monitor the impact of capital raises on future performance and shareholder value.

Keywords

TOP SHIPS INC., Schedule 13D/A, Beneficial Ownership, Share Issuance, ATM Offering, Equity Distribution Agreement, Dilution, Preferred Stock, Corporate Governance, Evangelos J. Pistiolis, Family Trading Inc., 3 Sororibus Trust, Central Mare Inc., Maxim Group LLC