Scorpio files final 13D/A after selling 2.725M DHT shares, exits >5% ownership

Rhea-AI Filing Summary

Scorpio-related parties filed Amendment No. 2 to Schedule 13D for DHT Holdings, Inc. The filing states that between June 23, 2025 and September 10, 2025, Scorpio sold an aggregate of 2,725,000 shares of DHT in open market transactions. Based on DHT's reported 160,799,407 shares outstanding as of June 30, 2025, the Reporting Persons are now deemed beneficial owners of 6,157,480 shares, representing approximately 3.83% of the outstanding common stock. The filing notes the Reporting Persons ceased to be beneficial owners of more than 5% as of September 8, 2025 and identifies this Amendment No. 2 as the final amendment and an exit filing.

Positive

• Transparent disclosure of aggregate open-market sales of 2,725,000 shares between June 23, 2025 and September 10, 2025
• Final amendment / exit filing confirming the Reporting Persons ceased to be beneficial owners above 5% as of September 8, 2025

Negative

• Reduction in stake from above 5% to 3.83% (6,157,480 shares) which may signify decreased affiliate ownership or support
• Significant dispositions (2,725,000 shares) in the recent 60-day window disclosed in the filing

Insights

Securities Analyst

TL;DR: Scorpio and affiliated parties sold 2.725M DHT shares, reducing their stake below 5% and filing a final Schedule 13D amendment.

The filing documents open-market dispositions totaling 2,725,000 shares between June 23 and September 10, 2025. Using the issuer's June 30, 2025 share count of 160,799,407, the Reporting Persons now hold 6,157,480 shares (3.83%). The Schedule explicitly states the Reporting Persons ceased to be beneficial owners above the 5% threshold as of September 8, 2025, and this amendment is characterized as a final exit filing. For investors, this clarifies insider/affiliate ownership and eliminates the elevated disclosure regime tied to a >5% beneficial holding.

Corporate Governance Expert

TL;DR: Final 13D amendment confirms reduction in shared voting/dispositive power to 3.83% and documents an exit from >5% ownership.

The Schedule reports shared voting and dispositive power over 6,157,480 shares across Scorpio entities and an individual (Ms. Lolli-Ghetti). The filing includes an exhibit reference for recent transactions and contains the required certifications and signatures. The clear statement that this is a final amendment and exit filing is procedurally significant for disclosure and governance tracking, as it signals the Reporting Persons no longer trigger heightened 13D obligations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

DHT Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y2065G121

(CUSIP Number)

Mr. Emanuele Lauro
99 Boulevard Jardin Exotique,
Monaco, O9, 98000
377-9798-5716

Edward S. Horton, Esq.
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/08/2025

(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

CUSIP No. Y2065G121

1

Name of reporting person

Scorpio Tankers 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)

WC

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,157,480.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,157,480.00

11

Aggregate amount beneficially owned by each reporting person

6,157,480.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.83 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y2065G121

1

Name of reporting person

Scorpio Holdings 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)

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,157,480.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,157,480.00

11

Aggregate amount beneficially owned by each reporting person

6,157,480.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.83 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y2065G121

1

Name of reporting person

Annalisa Lolli-Ghetti

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

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,157,480.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,157,480.00

11

Aggregate amount beneficially owned by each reporting person

6,157,480.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.83 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. Y2065G121

1

Name of reporting person

Scorpio Services Holding 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)

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,157,480.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,157,480.00

11

Aggregate amount beneficially owned by each reporting person

6,157,480.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.83 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

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. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission") on January 29, 2025, as amended by Amendment No. 1 filed with the Commission on June 30, 2025 (the "Schedule 13D"). This Amendment No. 2 is being filed on behalf of the following persons with respect to the common stock, par value $0.01 per share (the "Shares") of DHT Holdings, Inc. (the "Issuer"): Scorpio Tankers Inc. ("Scorpio"), Scorpio Holdings Limited ("Scorpio Holdings"), Scorpio Services Holding Limited, a wholly-owned subsidiary of Scorpio Holdings ("SSH"), and Annalisa Lolli-Ghetti, the majority shareholder of Scorpio Holdings ("Ms. Lolli-Ghetti", and together with Scorpio, Scorpio Holdings and SSH, the "Reporting Persons").
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to include the following: Between June 23, 2025 and September 10, 2025, Scorpio sold an aggregate of 2,725,000 Shares in open market transactions.
Item 5.	Interest in Securities of the Issuer
(a)	According to information provided by the Issuer in its Current Report on Form 6-K filed on August 8, 2025, the Issuer had 160,799,407 Shares issued and outstanding as of June 30, 2025. Based on the foregoing, as of the date of this filing the Reporting Persons may be deemed the beneficial owners of 6,157,480 Shares, representing approximately 3.83% of the Issuer's outstanding Shares.
(b)	As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 6,157,480 Shares.
(c)	To the best of the Reporting Persons' knowledge, the transactions in the Shares effected by the Reporting Persons during the past 60 days and not previously reported are set forth on Exhibit A-3 to this Schedule 13D.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons.
(e)	As of September 8, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent of the issued and outstanding Shares. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A-3: Information with Respect to Transactions Effected in the Last 60 Days

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.

Scorpio Tankers Inc.

Signature:	/s/ Filippo Lauro
Name/Title:	Filippo Lauro, Vice President
Date:	09/10/2025

Scorpio Holdings Limited

Signature:	/s/ Filippo Lauro
Name/Title:	Filippo Lauro, Director and Vice President
Date:	09/10/2025

Annalisa Lolli-Ghetti

Signature:	/s/ Annalisa Lolli-Ghetti
Name/Title:	Annalisa Lolli-Ghetti*
Date:	09/10/2025

Scorpio Services Holding Limited

Signature:	/s/ Filippo Lauro
Name/Title:	Filippo Lauro, Director and Vice President*
Date:	09/10/2025

Comments accompanying signature:

* The Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

FAQ

How many DHT (DHT) shares did the Reporting Persons sell recently?

The filing states they sold an aggregate of 2,725,000 shares between June 23, 2025 and September 10, 2025.

What percentage of DHT does Scorpio and affiliates now own?

As of the filing date the Reporting Persons are deemed beneficial owners of 6,157,480 shares, representing approximately 3.83% of outstanding shares.

When did the Reporting Persons cease to be over 5% beneficial owners of DHT?

The Schedule states the Reporting Persons ceased to be beneficial owners of more than 5% as of September 8, 2025.

Does this filing serve as a final amendment to the Schedule 13D?

Yes. The filing explicitly describes Amendment No. 2 as the final amendment and an exit filing for the Reporting Persons.

What share count of DHT was used to calculate the 3.83% ownership?

The filing uses the issuer's reported 160,799,407 shares issued and outstanding as of June 30, 2025.