Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290206
Registration No. 333-290206
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated September 22, 2025)
Icon Energy Corp.
This prospectus supplement is being filed to update, amend and supplement the information contained in the prospectus dated September 22, 2025 (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. 333-290206), with the information contained in our report on Form 6-K filed with the Securities and Exchange Commission on
December 18, 2025.
The Prospectus relates to the sale from time to time of up to 10,357,237 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 December 17, 2025, the last reported sales price of our Common Shares was $0.56
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 6 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 December 18, 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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
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:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On December 17, 2025, 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.
On December 18, 2025, the Company issued a press release announcing that the Company’s board of directors has authorized a share repurchase program under which the Company may
repurchase up to an aggregate of $1.0 million of its outstanding common shares through December 31, 2026. A copy of this press release is furnished as Exhibit 99.2 herewith.
Notwithstanding the foregoing, the information in the press releases regarding the Company’s fleet and employment update, as well as its new share repurchase program is
incorporated by reference into the Company’s registration statements 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: December 18, 2025
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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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