|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
DHT Holdings, Inc. (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) |
01/28/2026 (Date of Event Which Requires Filing of This Statement) |
| 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) |
| 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)
☐ |
| 6 |
Citizenship or place of organization
BERMUDA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
15,261,181.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
15,261,181.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
15,261,181.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
9.49 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| 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, Inc. |
| (c) |
Address of Issuer's Principal Executive Offices:
Clarendon House, 2 Church Street, Hamilton,
BERMUDA
, HM 11. |
| Item 1 Comment: This Amendment No. 10 to Schedule 13D ("Amendment No. 10") is being filed by BW Group Limited Comment: ("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. 10 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, Amendment No. 8, filed with the SEC on September 10, 2025 and Amendment No. 9, filed with the SEC on November 17, 2025 (collectively with this Amendment No. 10, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 10 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. 10 have the meanings set forth in the Schedule 13D. | |
| Item 2. | Identity and Background |
| (a) | This Amendment No. 10 amends the Schedule 13D by replacing Schedule A thereto with Schedule A hereto. |
| Item 5. | Interest in Securities of the Issuer |
| (b) | As of January 30, 2026, BWG may be deemed to beneficially own 15,261,181 shares of Common Stock, representing approximately 9.49% 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. |
| (c) | BWG has sole voting power and sole dispositive power over 15,261,181 shares of Common Stock. |
| (d) | 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
08-Jan-26 (200,000) $13.22 $13.070 to $13.430
13-Jan-26 (200,000) $13.56 $13.490 to $13.670
14-Jan-26 (200,000) $13.73 $13.545 to $13.895
15-Jan-26 (3,055) $13.50 $13.50 to $13.50
16-Jan-26 (196,945) $13.27 $13.170 to $13.465
23-Jan-26 (200,000) $13.77 $13.660 to $13.890
26-Jan-26 (200,000) $13.77 $13.6096 to $13.895
27-Jan-26 (200,000) $13.81 $13.575 to $13.920
28-Jan-26 (200,000) $13.81 $13.685 to $13.940
(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.
|
BW Group Limited |
| Signature: | /s/ Nicholas John Oxleigh Fell | |
| Name/Title: | Nicholas John Oxleigh Fell/Authorized Signatory | |
| Date: | 01/30/2026 |
Exhibit 99.1
SCHEDULE A
Directors and Executive Officers of BW Group Limited
| Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Board of Directors | ||||||
| Andreas Sohmen-Pao | c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 |
Chairman, Company Director and President | Austrian | |||
| Susan E. Barit | Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda | Company Director and Vice President, Bermuda Operations | Canadian | |||
| Michael G. Smyth | Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda | Company Director and Alternate Director to Andreas Sohmen-Pao | British | |||
| Executive Officers | ||||||
| Sebastien Jean-Pierre Brochet | c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 |
Group Chief Financial Officer | French | |||
| Daniel Ian O’Connor | c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 |
Chief People Officer | British | |||
| Yngvil Signe Eriksson Asheim | c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 |
Chief Executive Officer, BW LNG | Norwegian | |||
| Erik Strømsø | c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 |
Chief Executive Officer, BW ESS, and Managing Director, BW Renewables | Norwegian | |||
| Billy Chiu | c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 |
Executive Vice President | Singaporean | |||
| Nicholas John Oxleigh Fell | c/o Mapletree Business City #18-01 10 Pasir Panjang Road Singapore 117438 |
Executive Vice President, Corporate Services and General Counsel | British & USA | |||