Toro Corp 6-K, filed Jul 29, 2025
Toro Corp. (TORO)
6-K
2025-07-29
For: 2025-07-29
View Original
Added on
April 08, 2026
About this 6-K
Toro Corp filed this 6-K on July 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-41561
TORO CORP.
(Translation of registrant’s name into English)
223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the
press release issued by Toro Corp. (the “Company”) on July 29, 2025, announcing the date of its 2025 Annual General Meeting of Shareholders.
Attached to this report on Form 6-K as Exhibit 99.2 are the proxy materials
for the 2025 Annual Meeting of Shareholders of the Company.
Attached to this report on Form 6-K as Exhibit 99.3 is the proxy card for the
2025 Annual Meeting of Shareholders of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TORO CORP.
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Dated: July 29, 2025
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By:
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/s/ Petros Panagiotidis
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Petros Panagiotidis
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Chairman and Chief Executive Officer
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Exhibit 99.1
Toro Corp. Announces the Date of its 2025 Annual General Meeting of Shareholders
Limassol, Cyprus, July 29, 2025 - Toro Corp. (NASDAQ: TORO) (“Toro”, or the “Company”), a global energy transportation services provider, announced today that its
Board of Directors (the ”Board”) has scheduled the Company’s 2025 Annual General Meeting of Shareholders (the ”Meeting”) to be held on September 12, 2025, at 5:00 p.m., local time, at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036
Limassol, Cyprus. The Board has fixed a record date of July 14, 2025 (the ”Record Date”) for the determination of the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
The Company’s Notice of the Meeting and Proxy Statement will be mailed on or around July 29, 2025, to shareholders of record as of the Record Date and will be furnished to the Securities and Exchange
Commission (the ”Commission”) and available on the Commission’s website at www.sec.gov. The proxy materials will also be available on the Company’s website at www.torocorp.com.
About Toro Corp.
Toro Corp. is a global energy transportation services provider, operating a modern fleet of oceangoing vessels. Following completion of the previously announced transaction to sell one of its LPG carriers, the Company’s
fleet will comprise of three LPG carriers and one MR tanker vessel that transport petrochemical gases and refined petroleum products worldwide.
Toro is incorporated under the laws of the Republic of the Marshall Islands. The Company’s common shares trade on the Nasdaq Capital Market under the symbol “TORO”.
For more information, please visit the Company’s website at www.torocorp.com. Information on our website does not constitute a part of this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements give the Company’s current expectations and projections about future events, including business strategy, goals, and future financial condition and performance, and so actual results may differ
materially from what is expressed or implied by the statements. These statements sometimes use words such as “believe”, “anticipate”, “intend”, “estimate”, “forecast”, “project”, “plan”, “potential”, “will”, “may”, “should”, “expect”, “pending”,
“indicates” and other words of similar meaning (or the negative thereof) and include all matters that are not historical or current facts.
Forward-looking statements are subject to risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future and/or are beyond our
control or precise estimate. Such risks, uncertainties and other discussed under “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024 and/or our other filings with the SEC, which can be obtained free of charge on the
SEC’s website at http://www.sec.gov. Except to the extent required by applicable law, we disclaim any intention or obligation to update publicly or revise any forward‐looking statements, whether as a result of new information, future events or
otherwise.
CONTACT DETAILS
For further information please contact:
Investor Relations
Toro Corp.
Email: ir@torocorp.com
Exhibit 99.2
July 29, 2025
TO THE SHAREHOLDERS OF TORO CORP.
Enclosed is a Notice of the 2025 Annual Meeting of Shareholders (the “Meeting”) of Toro Corp. (the “Company”), Proxy Statement and related materials. The Meeting will be held at 223 Christodoulou
Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, on September 12, 2025 at 5:00 p.m. local time.
At this Meeting, shareholders of the Company will consider and vote upon proposals:
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To elect one Class B Director to serve until the 2028 Annual Meeting of Shareholders (“Proposal One”);
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To ratify the appointment of Deloitte Certified Public Accountants S.A., as the Company’s independent auditors for the fiscal year of 2025 (“Proposal Two”); and
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To transact such other business as may properly come before the Meeting or any adjournment thereof.
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Only holders of record of the Company’s common shares, par value $0.001 per share, (the “Common Shares”) and of the Company’s Series B Preferred Shares, par value $0.001 per share (the “Series B Preferred
Shares” and, together with the Common Shares, the “Shares”) at the close of business on July 14, 2025 will be entitled to vote at the Meeting. Each Common Share then held entitles the holder thereof to one (1) vote and each Series B Preferred Share
entitles the holder thereof to one hundred thousand (100,000) votes on the Proposals. The holders of the Common Shares and the Series B Preferred Shares will vote together on the Proposals as a single class.
Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast by shareholders entitled to vote at the Meeting. Adoption of Proposal Two requires the affirmative vote of a
majority of the votes cast by shareholders entitled to vote and voting in person or by proxy at the Meeting. You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your shares in
person.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE
POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE
PROPOSALS PRESENTED IN THE PROXY STATEMENT.
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Sincerely,
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Petros Panagiotidis
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Chairman and Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2025
NOTICE IS HEREBY given that the 2025 Annual Meeting of Shareholders (the “Meeting”) of Toro Corp. (the “Company”) will be held at 5:00 p.m. local time on September 12, 2025, at 223 Christodoulou
Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, for the following purposes, which are described in more detail in the accompanying Proxy Statement:
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To elect one Class B Director to serve until the 2028 Annual Meeting of Shareholders (“Proposal One”);
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To ratify the appointment of Deloitte Certified Public Accountants S.A., as the Company’s independent auditors for the fiscal year of 2025 (“Proposal Two”); and
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To transact other such business as may properly come before the Meeting or any adjournment thereof.
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The Board of Directors of the Company has fixed the close of business on July 14, 2025, as the record date for the determination of the shareholders entitled to receive notice of and to vote at the
Meeting or any adjournment or postponement thereof.
Only holders of record of the Company’s common shares, par value $0.001 per share, (the “Common Shares”) and of the Company’s Series B Preferred Shares, par value $0.001 per share (the “Series B Preferred
Shares” and, together with the Common Shares, the “Shares”) at the close of business on July 14, 2025, will be entitled to vote at the Meeting. Each Common Share then held entitles the holder thereof to one (1) vote and each Series B Preferred Share
then held entitles the holder thereof to one hundred thousand (100,000) votes on the Proposals. The holders of the Common Shares and the Series B Preferred Shares will vote on the Proposals as a single class.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE
POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE
PROPOSALS PRESENTED IN THE PROXY STATEMENT.
All shareholders must present a form of personal photo identification in order to be admitted to the Meeting. In addition, if your Shares are held in the name of your broker, bank or other nominee and you
wish to attend the Meeting, you must bring an account statement or letter from the broker, bank or other nominee indicating that you were the owner of the Shares at the close of business on July 14, 2025.
If you attend the Meeting, you may revoke your proxy and vote in person.
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BY ORDER OF THE BOARD OF DIRECTORS
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Petros Panagiotidis
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Chairman and Chief Executive Officer
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July 29, 2025
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Limassol, Cyprus
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TORO CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2025
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the board of directors of Toro Corp., a Marshall Islands corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held at 223
Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, at 5:00 p.m. local time on September 12, 2025, or at any adjournment or postponement thereof (the “Meeting”), for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are expected to be mailed on or about July 29, 2025, to shareholders of the Company entitled to vote at the Meeting.
VOTING RIGHTS AND OUTSTANDING SHARES
The Board of Directors of the Company (the “Board”) has fixed the close of business on July 14, 2025 as the record date (the “Record Date”) for the determination of the shareholders entitled to receive
notice of and to vote at the Meeting or any adjournment or postponement thereof. As of the Record Date, the Company had issued and outstanding 19,093,853 common shares, par value $0.001 per share (the “Common Shares”) and 40,000 shares of Series B
Preferred Shares, par value $0.001 per share (the “Series B Preferred Shares” and, together with the Common Shares, the “Shares”). Each Common Share held as of the Record Date entitles the holder thereof to one (1) vote and each Series B Preferred
Share entitles the holder thereof to one hundred thousand (100,000) votes on the Proposals (as defined below). The holders of the Common Shares and the Series B Preferred Shares shall vote on the Proposals (as defined below) as a single class. One or
more shareholders, present in person or by proxy, representing at least one-third of the total number of votes eligible to be cast by holders of Shares issued and outstanding and entitled to vote at the Meeting, shall be a quorum for the purposes of
the Meeting. The Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting.
Any proxies returned without instructions will be voted FOR the proposals set forth on the Notice of Annual Meeting of Shareholders (the “Proposals”).
In the event that a quorum is not present at the Meeting, the majority of Shares present at the Meeting in person or by proxy shall have the power to adjourn the Meeting. If the Meeting is adjourned for
reasons other than a lack of quorum, no further notice of the adjourned Meeting will be required other than announcement at the Meeting in order to permit further solicitation of proxies; provided, that
notice shall be given to each shareholder of record if the Board subsequently fixes a new record date for the adjourned meeting.
REVOCABILITY OF PROXIES
A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing with the Secretary of the Company at 223 Christodoulou Chatzipavlou
Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board consists of three directors. As provided in the Company’s Articles of Incorporation, as amended, the Board has been divided into three classes and each director is elected to serve for a
three-year term. Directors elected to the Board serve until the third succeeding annual meeting of shareholders after their election or until a director’s successor is duly elected. The term of the director in Class B expires at the Meeting. The term
of the director in Class C is expected to expire at the 2026 Annual Meeting of Shareholders and the term of the director in Class A is expected to expire at the 2027 Annual Meeting of Shareholders.
The Board has nominated Angelos Rounick Platanias, currently serving as Class B Director and whose term expires at the Meeting, or whenever his successor is duly elected, for election as a Class B
Director.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the person named in the enclosed proxy intends to vote the shares authorized thereby FOR the election of the following
nominee. It is expected that the nominee will be able to serve, but if before the election it develops that the nominee is unavailable, the person named in the accompanying proxy will vote for the election of such substitute nominee as the current
Board may recommend.
Nominee for Election to the Company’s Board
Information concerning the nominee for director of the Company is set forth below:
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Name
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Age
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Position
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Angelos Rounick Platanias
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35
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Director
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Angelos Rounick Platanias has been a non-executive member and Secretary of our Board since the Company’s spin-off and serves as a member of the Company’s
Audit Committee. Mr. Platanias has also been serving as a Chairman of the Audit Committee and Class A Director of Castor Maritime Inc. since February 14, 2025. Mr. Rounick Platanias is currently employed as Senior Director of Strategy for Retail
Markets at NextEra Energy Resources, a diversified clean energy company with an emphasis on power generation and a major producer of wind and solar energy globally and has gained experience across various energy sectors, including oil and gas and
power. Prior to his current role, Mr. Rounick Platanias was employed by McKinsey & Co. as a strategy and operations consultant with a focus on clients in global energy markets. He holds a Master’s degree in Energy Trade and Finance, from the
Costas Grammenos Center for Shipping Trade and Finance at London’s Bayes Business School, as well as a Bachelor’s degree in Robotics Engineering from Worcester Polytechnic Institute.
Audit Committee. The Board has established an Audit Committee, which is responsible for reviewing the Company’s accounting controls and recommending to the Board
the engagement of the Company’s outside auditors. The Audit Committee currently consists of Petros Zavakopoulos and Angelos Rounick Platanias.
Required Vote. Approval of Proposal One will require the affirmative vote of a plurality of the votes cast by shareholders entitled to vote at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH PROPOSED DIRECTOR
UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board is submitting for ratification at the Meeting the appointment of Deloitte Certified Public Accountants S.A. (“Deloitte”) as the Company’s independent auditors for the fiscal year ending December
31, 2025.
Deloitte has advised the Company that it does not have any direct or indirect financial interest in the Company, nor has such firm had any such interest in connection with the Company other than in its
capacity as the Company’s independent auditors.
All services rendered by the independent auditors are subject to review by the Audit Committee.
Required Vote. Approval of Proposal Two will require the affirmative vote of the majority of the votes cast by shareholders entitled to vote and voting in person
or by proxy at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE CERTIFIED PUBLIC ACCOUNTANTS S.A. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2025. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by mail, but shareholders may be solicited by telephone, e-mail, or personal contact.
EFFECT OF ABSTENTIONS
Abstentions (including broker non-votes) will not be considered affirmative votes for Proposals One and Two.
OTHER MATTERS
No other matters are expected to be presented for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in
accordance with the judgment of the person or persons named in the proxy.
REPORTS TO SHAREHOLDERS
The Company’s latest annual report to shareholders on Form 20-F (the “Annual Report”) and this Proxy Statement are available on the Company’s website at www.torocorp.com. Websites
included in this document are included for reference only and the information contained in, or available through, these websites does not form a part of, and is not incorporated by reference into, this document. Upon request, and without charge, the
Company will furnish each person to whom this Proxy Statement is delivered with a copy of the Annual Report. To request a copy, please call Toro Corp. at (+357) 25-357-768, or write to Mr. Petros Panagiotidis at Toro Corp., 223 Christodoulou
Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus.
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By Order of the Board of Directors
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Petros Panagiotidis
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Chairman and Chief Executive Officer
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July 29, 2025
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Limassol, Cyprus
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Exhibit 99.3
SCAN TO VIEW MATERIALS & VOTE TORO CORP. 223 CHRISTODOULOU CHATZIPAVLOU STREET HAWAII ROYAL GARDENS 3036 LIMASSOL, CYPRUS VOTE BY INTERNET -
www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on September 11, 2025. Have your proxy card in hand when you access the
web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the
Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M.
ET on September 11, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V76966-P36580 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND
RETURN THIS PORTION ONLY TORO CORP. The Board of Directors recommends you vote FOR the nominee listed in proposal 1: 1. THE ELECTION OF CLASS B DIRECTOR TO SERVE UNTIL THE 2028 ANNUAL MEETING OF SHAREHOLDERS: Nominee: For Against Abstain
1a. Angelos Rounick Platanias ! ! ! The Board of Directors recommends you vote FOR proposal 2: 2. To approve the appointment of Deloitte Certified Public Accountants S.A., as the Company's independent auditors for the fiscal year of 2025. !
! ! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give
full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature
(Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement is available
at www.proxyvote.com V76967-P36580TORO CORP. Proxy for Annual Meeting of Shareholders on September 12, 2025 Solicited on Behalf of the Board of Directors The undersigned hereby
appoints Petros Panagiotidis with full power of substitution and power to act alone, as proxy to vote all of the common shares which the undersigned would be entitled to vote if personally present and acting at theAnnual Meeting of Shareholders
of TORO CORP., to be held at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens,3036 Limassol, Cyprus, on September 12, 2025 at 5:00 p.m. local time, and at any adjournments or postponements thereof. This proxy, when properly executed,
will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side