Form SCHEDULE 13D/A SAFE BULKERS, INC. Filed by: Vorini Holdings Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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SAFE BULKERS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Ioannis Bertsis Vorini Holdings Inc., Apt. No. D11, Les Acanthes 6 Avenue des Citronniers, O9, MC98000 377 93 25 05 75 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/18/2026 (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
Vorini Holdings Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,426,015.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This calculation is based on 101,826,580 shares of common stock, par value $0.001 (the "Common Stock") of Safe Bulkers, Inc. (the "Issuer") outstanding as of May 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Polys Hajioanno | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CYPRUS
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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
48,381,427.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Includes shares owned indirectly through Vorini Holdings Inc. ("Vorini"), which is controlled by Polys Hajioannou, and Bellapais Maritime Inc. ("Bellapais"), Kyperounta Maritime Inc. ("Kyperounta"), Lefkoniko Maritime Inc. ("Lefkoniko"), Akamas Maritime Inc. ("Akamas") and Chalkoessa Maritime Inc. ("Chalkoessa"), which are each wholly owned
by Polys Hajioannou.
This calculation is based on 101,826,580 shares of Common Stock outstanding as of May 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Bellapais Maritime Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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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
5,000,000.00 | ||||||||
| 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)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* This calculation is based on 101,826,580 shares of Common Stock outstanding as of May 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Kyperounta Maritime Inc. | ||||||||
| 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)
OO | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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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
5,000,000.00 | ||||||||
| 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)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* This calculation is based on 101,826,580 shares of Common Stock outstanding as of May 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Lefkoniko Maritime Inc. | ||||||||
| 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)
OO | ||||||||
| 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
VIRGIN ISLANDS, BRITISH
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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
5,000,000.00 | ||||||||
| 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)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* This calculation is based on 101,826,580 shares of Common Stock outstanding as of May 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Akamas Maritime Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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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
8,555,412.00 | ||||||||
| 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)
8.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* This calculation is based on 101,826,580 shares of Common Stock outstanding as of May 15, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Chalkoessa Maritime Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
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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
5,400,000.00 | ||||||||
| 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)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* This calculation is based on 101,826,580 shares of Common Stock outstanding as of May 15, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
SAFE BULKERS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
APT. D11, LES ACANTHES, 6, AVENUE DES CITRONNIERS, MONACO,
MONACO
, MC98000. | |
Item 1 Comment:
This Amendment No. 7 (the "Amendment No. 7") amends the Report on Schedule 13D originally filed on November 25, 2013 (the "Original 13D", and as amended by Amendment No. 1 to Schedule 13D filed on December 24, 2013, Amendment No. 2 to Schedule 13D filed on December 15, 2014, Amendment No. 3 to Schedule 13D filed on December 12, 2016, Amendment No. 4 to Schedule 13D filed on December 11, 2017, Amendment No. 5 to Schedule 13D filed on November 22, 2019 and Amendment No. 6 to Schedule 13D filed on October 15, 2025, the "Amended 13D") by Vorini Holdings Inc. ("Vorini"), Polys Hajioannou, Bellapais Maritime Inc. ("Bellapais"), Kyperounta Maritime Inc. ("Kyperounta"), Lefkoniko Maritime Inc. ("Lefkoniko"), Akamas Maritime Inc. ("Akamas"), Chalkoessa Maritime Inc. ("Chalkoessa") (collectively, the "Reporting Persons").
Except as otherwise set forth herein, all items not addressed in this Amendment No.7 remain unchanged in the Amended 13D, and all Items set forth herein are intended to amend and update, as indicated, the corresponding Items of the Amended 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended and supplemented by the following:
This Amendment constitutes an exit filing for Nicolaos Hadjioannou and Kition Holding Corp. ("Kition"). | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the following:
Prior to the date hereof, as the result of restructuring of control among members of the family, Nicolaos Hadjioannou is no longer deemed to have the power to vote or direct the vote of (or the power to dispose or direct the disposition of) the shares of Common Stock owned directly by Vorini. Vorini is currently controlled by Polys Hajioannou. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated by the following:
As of May 15, 2026, the Reporting Persons beneficially owned an aggregate of 48,381,427 shares of Common Stock. As of May 15, 2026, there were 101,826,580 shares of Common Stock issued and outstanding. Based on the foregoing, the 48,381,427 shares of Common Stock beneficially owned by the Reporting Persons represent approximately 47.5%.
Vorini, Bellapais, Kyperounta, Lefkoniko, Akamas and Chalkoessa have sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 19,426,015, 5,000,000, 5,000,000, 5,000,000, 8,555,412 and 5,400,000 shares of Common Stock, respectively.
By virtue of shares owned indirectly through Vorini, which is controlled by Polys Hajioannou, and Bellapais, Kyperounta, Lefkoniko, Akamas and Chalkoessa, which are each wholly owned by Polys Hajioannou, Polys Hajioannou may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) 48,381,427 shares of Common Stock.
The Reporting Persons are responsible for the completeness and accuracy of the information concerning the Reporting Persons contained herein.
As of the date hereof, none of the Reporting Persons own any shares of Common Stock other than the Subject Shares covered in this statement on Schedule 13D. | |
| (b) | The description in Item 5(a) above is incorporated herein by reference. | |
| (c) | Within the last 60 days, no reportable transactions were effected by any Reporting Person. | |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this statement on Schedule 13D. | |
| (e) | As of the date hereof, Nicolaos Hadjioannou ceased to be the indirect beneficial owner of more than five percent of the Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following:
Exhibit
99.7 Joint Filing Agreement, dated as of May 18, 2026, among Vorini Holdings Inc., Polys Hajioannou, Bellapais Maritime Inc., Kyperounta Maritime Inc., Lefkoniko Maritime Inc., Akamas Maritime Inc., and Chalkoessa Maritime Inc. | ||
| 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