Rubico Inc. (“Rubico”) was formed by Top Ships Inc. (the “Former Parent”) on August 11, 2022 under the laws of the Republic of the Marshall Islands to serve as the holding company of Roman Empire Inc. and Athenean Empire Inc. The Former Parent contributed to Rubico Inc. its 100% interest in Roman Empire Inc. and Athenean Empire Inc. that own two 157,000 dwt Suezmax tankers, the M/T Eco West Coast and the M/T Eco Malibu, built in March and May 2021, respectively. Both vessels are time chartered to Clearlake Shipping Pte Ltd.

The contribution was completed on August 1, 2025 (spin-off date) and 52 Common Shares and 100,000 from a new series of preferred shares, the Series D Preferred shares (the “Spin-off”) were issued. The contribution of Common Shares was pro rata to the beneficial holders of the Former Parent’s outstanding common shares and to beneficial holders of the Former Parent’s outstanding common stock purchase warrants on an as-exercised basis as of June 16, 2025, the record date of the Spin-Off. 100,000 Series D perpetual Preferred shares were contributed to the holder of the Series D perpetual preferred shares (the “Series D preferred shares”) of the Former Parent to mirror the rights of the Series D preferred shares of the Former Parent. The holder of the Series D preferred shares of the Former Parent is the Lax Trust, which is an irrevocable trust established for the benefit of certain family members of the President, Chief Executive Officer and Director of the Former Parent, Mr. Evangelos J. Pistiolis.

The accompanying interim unaudited condensed consolidated financial statements include the accounts of Rubico Inc. and its subsidiaries (collectively, the “Company”). Roman Empire Inc. and Athenean Empire Inc. have been accounted for using the historical carrying costs of their assets and liabilities from their dates of incorporation. For periods up to August 1, 2025, the accompanying unaudited interim condensed consolidated financial statements reflect the financial position and results of the carve-out operations of Roman Empire Inc., Athenean Empire Inc. and Rubico.

The Company is a global provider of shipping transportation services specializing in the ownership and operation of tanker vessels.

The Company’s vessels are managed by Central Shipping Inc. (“CSI”), a related party affiliated with the family of Evangelos J. Pistiolis, the Former Parent’s Chief Executive Officer, Director and President.

On December 4, 2025, the Company entered into a letter of intent (“LOI”) relating to the prospective purchase from the Former Parent of Roman Explorer Inc., a company that owns a contract for the construction of mega yacht M/Y Sanlorenzo “1150 Exp” with hull number 158 (the “Newbuilding Yacht”), whereby the Former Parent was precluded from marketing or selling the Newbuilding Yacht until March 31, 2026. The consideration for the LOI was $4,000 (“LOI advance”) and it was netted-off against the New Yacht Consideration (see below). The consideration was refundable in case the Company elected not to proceed with the acquisition of Roman Explorer Inc. The Company on December 31, 2025 (the “Newbuilding Yacht SPA signing date”) entered into a sales and purchase agreement (“SPA”) for the purchase from the Former Parent of Roman Explorer Inc. for a Consideration of $38,000 (the “New Yacht Consideration”). On the Newbuilding Yacht SPA signing date, the Company settled $19,500 of the New Yacht Consideration by netting-off the LOI advance and by paying $15,500. The amount of $19,500 was presented under “Advances for asset acquisitions to related party” in the consolidated balance sheets as of December 31, 2025 (see Note 5). On March 31, 2026, the Newbuilding Yacht SPA was consummated and the Newbuilding Yacht was transferred to Rubico Inc. During the six-month period ended June 30, 2026 the Company has fully settled the New Yacht Consideration by paying the remaining amount of $18,500. In connection with the signing of the Newbuilding Yacht SPA, the Company was charged with $432 from CSI as a newbuilding monitoring fee (see Note 4). The net assets of Roman Explorer Inc. as of March 31, 2026 amounted to $18,304 and substantially related to advances paid for the Newbuilding Yacht. The abovementioned transaction was approved by a special committee of the Company’s board of directors (the “Special Committee”), of which all of the directors were independent. The Special Committee obtained a fairness opinion relating to the consideration of the transaction from an independent financial advisor.

On February 20, 2026, the Company entered into a share purchase agreement (the “Newbuilding MR SPA”) with Central Mare Inc. (“Central Mare”), a related party affiliated with the family of Mr. Evangelos J. Pistiolis, to purchase the shares of Roman Shark IX Inc. (the “Newbuilding MR SPV”) that has entered into a shipbuilding contract, dated February 3, 2026, with Guangzhou Shipyard International Company Limited and China Shipbuilding Trading Co., Ltd. for the purchase of a 47,499 dwt chemical/product oil carrier (the “Newbuilding MR Tanker”). The Newbuilding MR Tanker is scheduled for delivery in the fourth quarter of 2029. The Newbuilding MR SPA was consummated on March 18, 2026. The purchase price for the Newbuilding MR SPV was $4,236 and was settled through the issuance of 4,236 Series G convertible perpetual preferred shares (“Series G Preferred Shares”, see Note 11), as contemplated in the Newbuilding MR SPA, pursuant to which under certain circumstances Central Mare could demand payment of instalments in the form of newly issued Series G Preferred Shares. Central Mare has also secured time charter employment with Trafigura Maritime Logistics Pte Ltd (“Trafigura”) for the Newbuilding MR Tanker, starting from the vessel’s delivery and for a firm duration of seven years, with a charterer’s option to extend for four additional years. As a condition to closing of the acquisition of the Newbuilding MR SPV, Central Mare has also arranged for a lease financing agreement that the Newbuilding MR SPV has entered into on March 9, 2026 with Agricultural Bank of China Financial Leasing (“ABCFL”). This lease financing agreement is for an aggregate amount of 85% of the instalments payable under the shipbuilding contract (see Note 7). The aggregate amount of instalments payable under the shipbuilding contract is $45,200. The financing bears an effective interest rate of Term SOFR plus a margin of 1.80%. Under the financing, upon delivery of the Newbuilding MR Tanker the Company will make quarterly instalment payments of $506 over a period of 10 years with a purchase obligation of $18,200 payable together with the last instalment.

A discussion of the Company’s significant accounting policies can be found in the Company’s annual financial statements for the fiscal year ended December 31, 2025.

In the Company’s opinion, the Company will be able to finance its obligations as they come due over the next twelve months following the date of the issuance of these unaudited interim condensed consolidated financial statements. Consequently, the unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

As of June 30, 2026 the titles of ownership of both our operating vessels are held by the respective lenders to secure the relevant sale and lease back financing transactions (see Note 7).

The Company has also entered into an agreement with Central Mare to manage and collect on its behalf all of the EUAs due from its charterers. As of December 31, 2025 and June 30, 2026, the amounts due from Central Mare were $1,099 and $1,886 respectively, referring exclusively to EUA’s collected on the Company’s behalf from the Company’s charterers. Such amount is included in Due from related parties in the accompanying unaudited interim condensed consolidated balance sheets.

The fees charged by and expenses relating to Central Mare for the six months ended June 30, 2025 and 2026 were $- and $57, respectively and are presented under General and administrative expenses in the accompanying unaudited interim condensed consolidated statements of comprehensive income/(loss).

Pursuant to the Management Agreements, the Company pays a management fee of $670 per day for the provision of technical, commercial, operation, insurance, bunkering and crew management, commencing three months before the vessel is scheduled to be delivered by the shipyard. In addition, the Management Agreements provide for payment to CSI of: (i) $609 per day for superintendent visits plus actual expenses; (ii) a chartering commission of 1.25% on all freight, hire and demurrage revenues; (iii) a commission of 1.00% on all gross vessel sale proceeds or the purchase price paid for vessels; (iv) in the case of  a vessel under construction a 1.00% of commission denoted as “Newbuilding vessels monitoring fee” that is payable as follows: 25% of the commission on the purchase of the newbuilding construction contract, 25% of the commission on the steel cutting of the newbuilding vessel, 25% of the commission on launching of the newbuilding vessel and 25% of the commission on the delivery of the newbuilding vessel to the Company (“steel cutting” and “launching” are newbuilding vessel construction milestones, evidenced by notices received by the shipyard) and (v) a financing fee of 0.2% on derivative agreements and loan financing or refinancing. CSI will perform supervision services for any newbuilding vessels while the vessels are under construction, for which the Company will pay CSI the actual cost of the supervision services plus a fee of 7% of such supervision services.

CSI provides, at cost, all accounting, reporting, legal and administrative services. Finally, the Management Agreements provide for a performance incentive fee for the provision of management services to be determined at the discretion of the Company’s Board of Directors. The Management Agreements have an initial term of five years, after which they will continue to be in effect until terminated by either party subject to an eighteen-month advance notice of termination. Pursuant to the terms of the Management Agreements, all fees payable to CSI are adjusted annually according to the US Consumer Price Inflation (“CPI”) of the previous year and if CPI is less than 2% then a 2% increase is effected and if CPI is more than 5% then a 5% increase is effected.

Lease arrangements, under which the Company acts as the lessor

Charter agreements:

During the six months ended June 30, 2026, the Company operated two vessels (M/T Eco West Coast and M/T Eco Malibu) under time charters with Clearlake Shipping Pte Ltd.

In addition, pursuant to the consummation of the Newbuilding MR SPA for the acquisition of the Newbuilding MR Tanker during the six-month period ended June 30, 2026, the Company has entered into a time charter party with Trafigura for seven years starting upon delivery from shipyard with a charterer’s option to extend for four additional years.

In arriving at the minimum future charter revenues the Company has assumed that no off-hire time is incurred, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

ABCFL Facility

On March 9, 2026, the Newbuilding MR SPV entered into a lease financing agreement with ABCFL (the “ABCFL Facility”) for the partial pre-delivery financing of the construction cost of the Newbuilding MR Tanker, in the form of a sale and leaseback. Under the ABCFL Facility, ABCFL will advance 85% of each instalment payable under the shipbuilding contract as it falls due during the construction period, with the Company funding the remaining 15%. The total instalments under the shipbuilding contract amount to $45,200, and the aggregate financing under the ABCFL Facility will therefore be $38,420. The ABCFL Facility bears interest at Term SOFR plus a margin of 1.80%. All interest related to the predelivery instalments is payable after delivery of the vessel together with the first quarterly instalment payment and is presented under “Accrued Interest Non-current” in the unaudited interim condensed consolidated balance sheets. Upon delivery of the vessel, the Company expects to make quarterly instalment payments of $506 over a period of 10 years, with a purchase obligation of $18,200 at the end of the 10-year period. Following the first anniversary of the vessel’s delivery, the Company will have the option to repurchase the vessel at purchase prices stipulated in the related bareboat charter agreement, varying according to when the option is exercised. Concurrently, four other companies owned by the Former Parent entered into similar agreements with ABCFL for the financing of sister newbuilding vessels to the Newbuilding MR Tanker (the “Related Newbuilding Contract Owners”). Upon consummation of the Newbuilding MR SPA, the Company provided ABCFL with a corporate guarantee of the obligations of the Newbuilding MR SPV and our Former Parent provided ABCFL with a corporate guarantee of those obligations as well. As of June 30, 2026 an amount of $5,763 is outstanding from the ABCFL Facility representing  85% of the $6,780 1^st instalment payment to the yard for the Newbuilding MR Tanker.

The ABCFL Facility contains customary covenants and event of default clauses, including cross-default provisions and restrictive covenants. It contains performance requirements at the guarantor (Rubico Inc. and Top Ships Inc.) level and the shipowning company (Newbuilding MR SPV) level. At the guarantor level, from delivery of the vessel and at all times thereafter, the guarantor is required to maintain minimum liquidity of no less than $440 per tanker vessel and, following the cancellation, expiration or termination of the time charter agreement with Trafigura (or a qualifying replacement charter agreement), the guarantor is required to maintain a ratio of total net debt to the aggregate market value of its fleet of no more than 80%. At the shipowning company level, following the cancellation, expiration or termination of the time charter agreement with Trafigura (or a qualifying replacement charter agreement), the ABCFL Facility is subject to a loan to value requirement whereby the outstanding capital balance must not exceed 85% of the vessel’s market value. Additionally, the ABCFL Facility contains restrictions on the Company incurring further indebtedness or guarantees and paying dividends when in default or if such dividend payment would result in a termination event under the lease financing agreement. The ABCFL Facility has change of control provisions whereby there may not be a change of control of the Company.

The ABCFL Facility is secured mainly by the following:

As of June 30, 2026 the applicable average SOFR was 3.66% and the Company was in compliance with all debt covenants with respect to its credit facilities.

As of June 30, 2026, the Company has remaining contractual commitments to the shipyard for its Newbuilding MR Tanker amounting to $38,420 ($4,520 payable in 2028 and $33,900 payable in 2029). Those commitments are financed 85% from a lease financing agreement with ABCFL (see Note 7). Additionally, the Company has remaining contractual commitments to the shipyard for its Newbuilding Yacht, that are non-recourse to the Company, totaling Euro 31,000 or $35,315 (Euro 13,500 or $15,379 payable in 2026 and Euro 17,500 or $19,936 payable in 2027).

A discussion of the Company’s common stock, additional paid-in capital and dividends can be found in the Company’s annual financial statements for the fiscal year ended December 31, 2025 which have been filed with the Securities and Exchange Commission on Form 20-F on March 23, 2026. Changes in the six months ended June 30, 2026 are discussed below. No dividends were paid to common stock holders in the six months ended June 30, 2026.

Reverse stock split: On December 2, 2025, February 12, 2026, April 9, 2026, and on June 26, 2026 the Company effected a 1-for-30, a 1-for-7.8, a 1-for-10 and a 1-for-25 reverse stock split of its common stock, respectively. There was no change in the number of authorized common shares of the Company, or the floor price of the Company’s Series G Preferred Shares, or the number of votes of the Company’s Series D and G Shares. All numbers of common share and earnings per share amounts, as well as warrant shares eligible for purchase under the Company’s warrants, exercise price of said warrants and conversion price of the Company’s Series G Preferred Shares, in these unaudited interim condensed consolidated financial statements have been retroactively adjusted to reflect these reverse stock splits.

The Pre-Funded Warrants were classified as a component of permanent stockholders’ equity within additional paid-in capital and were recorded at the issuance date. The Pre-Funded Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock and (vi) meet the equity classification criteria. In addition, such pre-funded warrants do not provide any guarantee of value or return. The Company accounted for the Class C Warrants and the May 2026 Placement Agent Warrants as equity in accordance with the accounting guidance for derivatives. The Company concluded these warrants should be equity-classified since they contained no provisions which would require the Company to account for the warrants as a derivative liability.

Warrant Inducement Agreement: On June 12, 2026 the Company entered into an agreement with the investors holding 100% of the Class C Warrants to induce them to exercise all of their Class C Warrants at an exercise price reduced from $23.75 per warrant share to $16.25 per warrant share. In consideration for the immediate exercise of the Class C Warrants for cash that resulted in gross proceeds of $5,132 before related fees and commissions which amounted to $365, we issued 293,994 common shares and the investors also received new warrants to purchase up to an aggregate of 631,575 common shares (the “Class D Warrants”) with identical terms as the C Warrants with the exception of the exercise price per warrant share now set at $16.25. The Company treated this warrant inducement agreement as a warrant modification and has recognized the incremental fair value of $26 of the Class C Warrants as a deemed dividend.

The computation of earnings/(loss) per share for the six-month period ended June 30, 2026 is based on the weighted average number of common shares outstanding during the period, while the computation for the six-month period ended June 30, 2025 gives retroactive effect to the shares issued in connection with the Spin-Off as if they were outstanding for the whole six month period. All shares issued are included in the Company’s common stock and have equal rights to vote and participate in dividends and in undistributed earnings.

For the six-month period ended June 30, 2025, there were no dilutive shares. For the six-month period ended June 30, 2026, 139,114  dilutive shares calculated under the treasury stock method have not been included in the computation of diluted earnings per share because to do so would have been antidilutive for the period presented. For the six-month period ended June 30, 2026, 47,539 dilutive shares on an as-if converted basis relating to Series G Shares were not included in the computation of diluted earnings per share because to do so would have been antidilutive for the period presented.

On March 18, 2026 the Company settled the purchase price of $4,236 of the Newbuilding MR SPA to Central Mare, through the issuance of 4,236 Series G Preferred Shares (see Note 1). On May 9, 2026 Central Mare transferred all its Series G Preferred Shares to 3 Sororibus Trust, an irrevocable trust established for the benefit of certain family members of the President, Chief Executive Officer and Director of the Former Parent, Mr. Evangelos J. Pistiolis.

Series G Perpetual Convertible Preferred Shares:

The Series G Preferred Shares have the following characteristics:

Voting. The holders of Series G Preferred Shares are entitled to the voting power of one thousand (1,000) of the Company’s common shares per Series G Preferred Share.

The Company determined that the Series G Preferred shares were more akin to equity than debt and that the above identified conversion feature, subject to adjustments, was clearly and closely related to the host instrument, and accordingly bifurcation and classification of the conversion feature as a derivative liability was not required. Given that the Series D preferred stock’s holder (Lax Trust) controlled a majority of the Company votes, and is affiliated with Mr. Evangelos J. Pistiolis, with whom 3 Sororibus Trust, that is the holder of the Series G Preferred shares is also affiliated, the preferred equity was in essence redeemable at the option of the holder and hence was classified in Mezzanine equity as per ASC 480-10-S99 “Distinguishing liabilities from Equity – SEC Materials”. Upon issuance the Company adjusted the carrying value of the Series G Preferred Shares to the maximum redemption amount ($4,871), resulting in an increase of $635, which has been accounted for as deemed dividend.

During the six-month period ended June 30, 2026 the Company declared $183 of dividends to the Series G Preferred Shares holder.

Concentration of credit risk

The principal financial assets of the Company consist of cash on hand and at banks, due from related parties, restricted cash and other receivables (including EUAs). The principal financial liabilities of the Company consist of long-term loans, accounts payable (including EUAs) due to suppliers and accrued liabilities.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short term maturities. The Company considers its creditworthiness when determining the fair value of its liquid assets.

The carrying amounts of accounts payable, amounts due from related parties and accrued liabilities approximate their fair value because of the short maturity of these instruments.

The carrying value of long-term debt with variable interest rates (obtained through Level 2 inputs of the fair value hierarchy) approximates the fair market value as the long-term debt bears interest at a floating interest rate.

The Company follows the accounting guidance for Fair Value Measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The guidance requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities;

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;

Level 3: Unobservable inputs that are not corroborated by market data.

In July 2026 the Company sold 973,788 common shares under the Equity Line Purchase Agreement for gross proceeds of $4,236. On July 20, 2026 the Company terminated the Equity Line Purchase Agreement.