Form SCHEDULE 13D/A DHT Holdings, Inc. Filed by: BW Group Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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DHT Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(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) |
03/12/2026 (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
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)
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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
7,764,504.00 | ||||||||
| 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)
4.8 % | ||||||||
| 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 December 31, 2025, as reported in the Report of Foreign Issuer on Form 6-K filed by the Issuer on February 5, 2026. This filing constitutes an exit filing as the Reporting Person has ceased to be the beneficial owner of more than five percent of the referenced class of securities.
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, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Clarendon House, 2 Church Street, Hamilton,
BERMUDA
, HM 11. | |
Item 1 Comment:
This Amendment No. 14 to Schedule 13D ("Amendment No. 14") is being filed by BW Group Limited
Comment: 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. 14 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, filed with the SEC on April 25, 2024, Amendment No. 7, filed with the SEC on May 7, 2024, Amendment No. 8, filed with the SEC on September 10, 2025, Amendment No. 9, filed with the SEC on November 17, 2025, Amendment No. 10, filed with the SEC on January 30, 2026, Amendment No. 11, filed with the SEC on February 23, 2026, Amendment No. 12, filed with the SEC on March 5, 2026 and Amendment No. 13, filed with the SEC on March 12, 2026 (collectively with this Amendment No. 14, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 14 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. 14 have the meanings set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of March 16, 2026, BWG may be deemed to beneficially own 7,764,504 shares of Common Stock, representing approximately 4.83% 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 December 31, 2025, as reported in the Report of Foreign Issuer on Form 6-K filed by the Issuer on February 5, 2026. | |
| (b) | BWG has sole voting power and sole dispositive power over 7,764,504 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 Range No. of Shares Sold Average Price(1) Transaction Price
11-Mar-26 (800,000) $17.80 $17.49 to $18.45
12-Mar-26 (696,677) $17.17 $17.00 to $17.91
(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. | |
| (e) | As a result of the transactions reported in this Schedule 13D, BWG ceased to be the beneficial owners of more than five percent of the shares of Common Stock and is no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act. The filing of this Amendment No. 14 represents the final amendment to the Schedule 13D and constitutes an exit filing for BWG. | |
| 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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