Form SCHEDULE 13D Icon Energy Corp Filed by: Hampton Financial Corp
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Icon Energy Corp. (Name of Issuer) |
Common Shares, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Peter M. Deeb 1800 - 141 Adelaide Street West, Toronto, A6, M5H 3L5 1-416-862-8651 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Hampton Financial Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
325,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mr. Peter M. Deeb | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
325,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, par value $0.001 per share |
| (b) | Name of Issuer:
Icon Energy Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
17th km National Road, Athens-Lamia & Foinikos Str., Athens,
GREECE
, 14564. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Hampton Financial Corp. ("Hampton") and Mr. Peter M. Deeb ("Mr. Deeb," and collectively with Hampton, the "Reporting Persons"). Mr. Deeb is a shareholder, a director and the Chairman and Chief Executive Officer of Hampton. Hampton directly owns the Common Shares reported in this Schedule 13D. Mr. Deeb may be deemed to beneficially own the Common Shares directly owned by Hampton; Mr. Deeb disclaims beneficial ownership thereof. See Exhibit 99.3 for a list of the directors, executive officers and controlling persons of Hampton. |
| (b) | The principal business address of the Reporting Persons is 1800 - 141 Adelaide Street West, Toronto Ontario M5H 3L5. See also Exhibit 99.3. |
| (c) | The principal business of Hampton is that of a boutique, publicly-traded Private Equity firm with subsidiary holdings in the Wealth Management, Capital Markets, Commercial Factoring/Financing, and shipping space. Mr. Deeb's principal occupation is acting as a shareholder, a director and the Chairman and Chief Executive Officer of Hampton. See also Exhibit 99.3. |
| (d) | During the last five years, none of the Reporting Persons, nor any director, executive officer or controlling person of Hampton, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor any director, executive officer or controlling person of Hampton, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except that Hampton Securities Limited, a wholly owned subsidiary of Hampton Financial Corp., was fined by the Canadian Investment Regulatory Organization (CIRO) for a Books & Records violation and paid a fine of C$250,000. Mr. Deeb was also fined and issued a suspension but this matter is under appeal. |
| (f) | The Reporting Person is an Ontario, Canada corporation. Mr. Deeb is a Canadian citizen. See also Exhibit 99.3. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source and amount of funds used by Hampton in making its purchases of the Common Shares owned by it are $406,250.00 from working capital. | |
| Item 4. | Purpose of Transaction |
Hampton acquired 325,000 Common Shares in the belief that such securities were an attractive investment. On September 28, 2026, Hampton sent a letter to the issuer's Chief Financial Officer, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Except as set forth in this Schedule 13D (including in the aforementioned letter), the Reporting Persons currently do not have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities (including without limitation plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D), to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the end of business on September 28, 2026, being the Event Date of this Schedule 13D, and as of the end of business on October 21, 2026, being the filing date of this Schedule 13D, the Reporting Persons beneficially own 325,000 Common Shares, representing 9.0% of all of the outstanding Common Shares. The foregoing percentage is based on 3,621,833 Common Shares outstanding as of August 14, 2026, as reported in the Issuer's Prospectus Supplement filed with the SEC on August 14, 2026. |
| (b) | The Reporting Persons have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition, of the 325,000 Common Shares reported herein. |
| (c) | No transactions in the Common Shares have been effected by the Reporting Persons in the sixty (60) days prior to the filing date of this Schedule 13D. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 - Joint Filing Agreement
99.2 - Letter to the Issuer's CFO sent on September 28, 2026.
99.3 - Directors, Executive Officers and Controlling Persons of Hampton Financial Corp. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS
