Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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DHT Holdings (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y2065G121 (CUSIP Number) |
Nicholas Fell, BW Maritime Pte Mapletree Business City, #18-01, 10 Pasir Panjang Road Singapore, U0, 117438 65 (0) 6434 5818 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/13/2025 (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. | Y2065G121 |
| 1 |
Name of reporting person
BW Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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
BERMUDA
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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
17,002,356.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This percentage is based on a total of 160,799,407 shares of Common Stock outstanding as of September 30, 2025, as reported in the Report of Foreign Issuer on Form 6-K filed by the Issuer on October 29, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
DHT Holdings | |
| (c) | Address of Issuer's Principal Executive Offices:
Clarendon House, 2 Church Street, Hamilton,
BERMUDA
, HM 11. | |
Item 1 Comment:
This Amendment No. 9 to Schedule 13D ("Amendment No. 9") is being filed by BW Group Limited ("BWG"), pursuant to 240.13d-2(a) under the Act, with respect to the Common Stock, par value $0.01 per share ("Common Stock"), of DHT Holdings, Inc., a company incorporated in the Republic of the Marshall Islands (the "Issuer"), whose principal executive offices are located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. This Amendment No. 9 amends and supplements the statement on the Schedule 13D originally filed by BWG with the Securities and Exchange Commission (the "SEC") on April 3, 2017, and amended by Amendment No. 1, filed with the SEC on May 14, 2018, Amendment No. 2, filed with the SEC on February 26, 2019, Amendment No. 3, filed with the SEC on May 21, 2019, Amendment No. 4, filed with the SEC on November 22, 2019, Amendment No. 5, filed with the SEC on March 31, 2020, Amendment No. 6, Amendment No. 7, filed with the SEC on May 7, 2024 and Amendment No. 8, filed with the SEC on September 10, 2025 (collectively with this Amendment No. 9, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of November 17, 2025, BWG may be deemed to beneficially own 17,002,356 shares of Common Stock, representing approximately 10.57% of the outstanding shares of Common Stock. The foregoing beneficial ownership percentage is based on a total of 160,799,407 shares of Common Stock outstanding as of September 30, 2025, as reported in the Report of Foreign Issuer on Form 6-K filed by the Issuer on October 29, 2025. | |
| (b) | BWG has sole voting power and sole dispositive power over 17,002,356 shares of Common Stock. | |
| (c) | The below chart reflects the transactions in Common Stock effected by BWG during the past 60 days. All of the shares of Common Stock were sold in open market transactions through a broker. Trade date No. of Shares Sold Average Price(1) Transaction Price Range 16-Sept-25 (250,000) $ 12.6315 $12.60 to $12.74 17-Sept-25 (250,000) $ 12.9398 $12.88 to $13.02 18-Sept-25 (250,000) $ 12.7957 $12.75 to $12.87 23-Oct-25 (31,386) $ 12.7691 $12.75 to $12.79 28-Oct-25 (253,000) $ 12.8719 $12.80 to $12.95 29-Oct-25 (200,000) $ 13.0423 $13.00 to $13.16 30-Oct-25 (34,963) $ 13.2745 $13.25 to $13.33 06-Nov-25 (155,854) $ 13.2670 $13.25 to $13.31 10-Nov-25 (109,183) $ 13.3834 $13.35 to $13.50 11-Nov-25 (31,779) $ 13.4066 $13.40 to $13.44 13-Nov-25 (68,221) $ 13.7148 $13.60 to $13.84 (1) Reflects the weighted average sale price per share of Common Stock sold in multiple transactions. BWG undertakes to provide the SEC staff, upon request, all information regarding the number of shares sold at each separate price within the ranges set forth above. | |
| 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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