Top Ships (TOPS) Registration filing summary

Company overview and business model

• Operates a fleet of modern, fuel-efficient eco tanker vessels focused on transporting crude oil, petroleum products, and bulk liquid chemicals, with a total capacity of 1,435,000 dwt.

• Fleet includes MR tankers, Suezmax tankers, VLCCs, and joint venture MR tankers, all certified by the IMO and equipped with advanced emission-reducing technologies.

• Vessels are chartered to major industry players such as Trafigura, WECO Tankers, and Clearlake, with a mix of sale and leaseback financing and operating leases.

• Management team has extensive experience in tanker operations and strong industry relationships.

Financial performance and metrics

• As of September 11, 2025, aggregate market value of outstanding common shares held by non-affiliates is approximately $6.77 million, based on 1,254,352 shares at $5.40 per share.

• Capitalization as of December 31, 2024: total debt $259.3 million, shareholders' equity $144.4 million; as further adjusted for the offering, total capitalization would be $325.5 million.

• Recent spin-off of Rubico Inc., Roman Empire Inc., and Athenean Empire Inc. reduced debt and equity balances.

Use of proceeds and capital allocation

• Net proceeds from the offering will be used for general corporate purposes, including potential vessel acquisitions aligned with the growth strategy.

• Proceeds from warrant exercises, if any, will also be used for working capital and asset acquisitions, though no specific acquisitions have been identified.