Form 424B3 Icon Energy Corp
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-294110
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated March 13, 2026)
Icon Energy Corp.
This prospectus supplement is being filed to update, amend and supplement the information contained in the prospectus dated March 13, 2026 (as supplemented or amended from time
to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-294110), with the information contained in our report on Form 6-K filed with the Securities and Exchange Commission on April 1,
2026.
The Prospectus relates to the sale from time to time of up to 9,811,933 common shares, par value $0.001 per share (“Common Shares”) of Icon Energy Corp., incorporated under the
laws of the Marshall Islands, by YA II PN, Ltd., a Cayman Islands exempt limited company.
This prospectus supplement updates, amends and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this
prospectus supplement, you should rely on the information in this prospectus supplement.
Our Common Shares are currently listed on The Nasdaq Capital Market under the symbol “ICON.” On March 31, 2026, the last reported sales price of our Common Shares was $0.82 per
share.
Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in the section titled “Risk
Factors” beginning on page 7 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the
Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is April 1, 2026.
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-42174
Icon Energy Corp.
(Translation of registrant’s name into English)
c/o Pavimar Shipping Co.
17th km National Road
Athens-Lamia & Foinikos Str.
14564, Nea Kifissia
Athens, Greece
+30 211 88 81 300
(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:
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Form 40-F ☐
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On April 1, 2026, Icon Energy Corp. (the “Company”) issued a press release entitled “Icon Energy Corp. Provides Commercial Update.” A copy of this press release is furnished as Exhibit 99.1 herewith.
Notwithstanding the foregoing, the information in the press release regarding the Company’s commercial update is incorporated by reference into the Company’s registration statement on Form F-3
(File No. 333-291988), and shall be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished.
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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ICON ENERGY CORP.
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Date: April 1, 2026
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By:
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/s/ Dennis Psachos
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Name:
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Dennis Psachos
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Title:
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Chief Financial Officer
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Icon Energy Corp. Provides Commercial Update
Athens, Greece, April 1, 2026 (GLOBE NEWSWIRE) - Icon Energy Corp. (“Icon” or the “Company”)
(Nasdaq: ICON), an international shipping company providing worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels, provides a commercial update.
Vessel Employment
In March 2026, we entered into an agreement with a reputable dry bulk operator to charter the M/V Charlie for a period of 16 to 20 months. Subject to certain
customary conditions, the new charter is expected to commence immediately upon completion of the vessel’s current charter at the end of April 2026 and to expire between August and December 2027.
Reflecting the continued support of our charterers, the vessel will remain fully utilized and continue earning hire at a floating daily hire rate linked to the Baltic Supramax Index, adding approximately
$7.2 million to Icon’s estimated minimum contracted revenue.
The index-linked mechanism enables the Company to capture additional value in a strengthening market, while preserving the option to convert to a fixed daily hire rate, at a time and for a period of its
choosing, thereby locking in forward earnings. Lastly, the agreement provides for compensation related to fuel cost savings derived from the vessel’s scrubber, creating multiple avenues for additional upside.
Fuel costs will be borne by the charterer, keeping the Company insulated from the direct impact of oil price volatility on its cost base, which is particularly relevant in light of recent swings in oil markets.
Fuel costs will be borne by the charterer, keeping the Company insulated from the direct impact of oil price volatility on its cost base, which is particularly relevant in light of recent swings in oil markets.
Fleet
We generate our revenues by chartering our vessels to regional and international dry bulk operators, commodity traders and end users, primarily on time charters (“TC”) (either index-linked or fixed rate) or
voyage charters, depending on market conditions, opportunities available to us, and other strategic and tactical considerations. As of the date hereof, our fleet comprised of the following dry bulk vessels:
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Charter expiration
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Vessel name
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Vessel type
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Employment type
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Earliest
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Latest
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Alfa
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Panamax
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Index-linked TC
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Evergreen(1)
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Bravo
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Kamsarmax
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Index-linked TC
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Evergreen(1)
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Charlie
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Ultramax
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Index-linked TC(2)
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August 2027
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December 2027
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Key Performance Indicators used in this Press Release
Minimum Contracted Revenue. The amount of minimum contracted revenue is estimated by reference to the contracted period and hire rate, net of
charterers’ commissions but before brokerage and commercial management commissions, and assuming no unforeseen off-hire days. For index-linked contracts, minimum contracted revenue is estimated by reference to the average of the relevant
index during the 15 days preceding the calculation date.
(1) The charter continues indefinitely, subject to 3 months’ termination notice by either party
(2) In addition to the daily hire rate, we are also entitled to receive part of the fuel cost savings to be realized by the charterer through the use of
the vessel’s scrubber
About Icon Energy Corp.
Icon is an international shipping company that provides worldwide seaborne transportation services for dry bulk cargoes via its fleet of oceangoing vessels. Icon maintains its principal executive office in
Athens, Greece, and its common shares trade on the Nasdaq Capital Market under the symbol “ICON.”
Cautionary Note Regarding Forward Looking Statements
This communication contains “forward-looking statements.” Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions that are other than statements of historical fact are
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were
reasonable when made, because these assumptions are inherently subject to significant risks, uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, the Company cannot provide assurance
that it will achieve or accomplish these expectations, beliefs or projections. The Company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons, including as described in the
Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). As a result, you are cautioned not to unduly rely on any forward-looking statements, which speak only as of the date of this communication. Factors that could
cause actual results to differ materially from those discussed in the forward-looking statements include, among other things: the Company’s future operating or financial results; the Company’s liquidity, including its ability to service
any indebtedness; changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible
expansion or contraction, and expected capital spending or operating expenses; risks associated with operations; broader market impacts arising from war (or threatened war) or international hostilities, including the conflict between the
United States and Iran; risks associated with pandemics; and other factors listed from time to time in the Company’s filings with the SEC. Except to the extent required by law, the Company expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based. You should, however, review the factors and risks the Company describes in the reports it files and furnishes from time to time with the SEC, which can be obtained free of charge on the SEC’s website at www.sec.gov.
Contact Information
Icon Energy Corp.
Dennis Psachos
Chief Financial Officer
+30 211 88 81 300
www.icon-nrg.com