Euroholdings Ltd SEC Filings

EuroHoldings Ltd. (EHLD) announced an agreement to acquire a 49,997 dwt MR product tanker, M/T Hellas Avatar, for $31.83 million. The vessel was built in 2015 in South Korea and is expected to be delivered in mid-November 2025. The seller is an affiliated party; an independent committee of disinterested directors evaluated and approved the transaction. The acquisition will be financed with a combination of conventional debt and equity.

The company described this as its first tanker, aligning with a strategic pivot toward the product tanker sector. EuroHoldings currently operates two feeder containerships. After the tanker’s delivery, the mixed fleet will comprise three vessels with a total carrying capacity of 90,879 dwt. Management noted that the product tanker market continues to demonstrate strong fundamentals.

Euroholdings Ltd. reported operating results for the quarter and six months ended June 30, 2025 showing continued profitable operations from a reduced fleet and a strategic shift to the tanker sector. For Q2 2025 the company recorded total net revenues of $2.9 million and net income of $0.8 million ($0.30 per share), with Adjusted EBITDA of $0.8 million. Average owned and operated vessels were 2.0 in Q2, earning an average TCE of $16,528 per day, a 7.1% increase versus the prior-year quarter. Management declared a $0.14 per share quarterly dividend.

For H1 2025 net revenues were $5.8 million and reported net income was $11.9 million ($4.28 per share), driven primarily by a $10.23 million gain on sale of M/V Diamantis P and related net proceeds of ~$13.15 million. Adjusting for the vessel sale, H1 adjusted net income was $1.7 million ($0.60 per share) and Adjusted EBITDA was $1.7 million. The Board announced a decision to focus growth on modern MR product tankers. The sale materially increased cash to $15.1 million, while general and administrative expenses rose due to spin-off and public company costs, increasing per-vessel operating expense metrics compared with 2024.

Key Take-away: Amendment No. 1 to Schedule 13D indicates that Friends Investment Company Inc. (Marshall Islands) has reduced its equity stake in Euroholdings Ltd. (EHLD).

• Current ownership: 151,582 common shares, representing 5.38 % of the 2,816,615 shares outstanding.
• Recent transaction: On 23 Jun 2025, Friends Investment Company sold 64,626 shares to Marla Investments Inc. under a Share Purchase Agreement executed with a consortium of sellers.
• Voting & dispositive power: The reporting person retains sole voting and dispositive power over the remaining 151,582 shares; no shared power is reported.
• Funding source: Working capital ("WC") was cited for the original acquisition of the securities.
• No additional arrangements: The filer states there are no other contracts, pledges or understandings regarding EHLD securities beyond those described.

This filing is largely administrative but signals a partial exit by a >5 % holder, trimming its position by roughly 30 % (64,626 / 216,208 previous shares) while remaining above the Schedule 13D threshold.

Containers Shareholders Trinity Ltd. filed Amendment No. 1 to Schedule 13D for Euroholdings Ltd. (symbol: EHLD). The filing discloses that on 23 June 2025 the reporting person sold all of its common shares to Marla Investments Inc. under a Share Purchase Agreement executed with a group of sellers. Following the closing, Containers Shareholders Trinity holds 0 shares, exercises 0 % voting or dispositive power, and has ceased to be a beneficial owner of more than 5 % of the class. The company confirms that no further contracts, arrangements or understandings remain in place regarding EHLD securities and designates this filing as the final amendment to its original Schedule 13D.

The transaction removes a former significant shareholder from the register, potentially increasing free float and altering the shareholder mix. No financial metrics or earnings information were provided in the filing.

Schedule 13D/A Amendment No. 1 highlights:

• Filing entity: Eurobulk Marine Holdings Inc. (“Reporting Person”).
• Issuer: Euroholdings Ltd (symbol EHLD) – Common Shares, US$0.01 par value, CUSIP Y234DY109.
• Triggering event: On 23 June 2025 Eurobulk Marine Holdings sold all of its EHLD common shares to Marla Investments Inc. under a Share Purchase Agreement executed with three other selling shareholders.
• Post-transaction position: Eurobulk now holds 0 shares; sole and shared voting and dispositive power are each 0.00. Aggregate beneficial ownership and percentage of class have dropped to 0 %.
• Purpose of transaction (Item 4): Complete divestiture of EHLD stake; Eurobulk ceases to be a >5 % holder. This filing is the final amendment to the original Schedule 13D.
• No other contracts, arrangements or relationships with respect to EHLD securities were disclosed (Item 6).
• Certification signed by Vice President Aristides J. Pittas on 27 June 2025.

Investor takeaway: A prior significant shareholder has fully exited its position, removing Eurobulk from EHLD’s ownership structure. The filing contains no financial results or operational updates, focusing solely on the share sale and consequent change in beneficial ownership.

Euroholdings Ltd (NASDAQ: EHLD) reported Q1 2025 results following its spin-off from Euroseas Ltd. Key highlights include:

• Financial Performance: Total net revenues of $2.9 million, net income of $11.1 million ($3.99 per share). Adjusted net income was $0.9 million ($0.31 per share)
• Fleet Operations: Operated 2.1 vessels on average during Q1 2025, earning average time charter rate of $15,798 per day, up 7.3% from $14,725 in Q1 2024
• Strategic Developments: Sold vessel M/V Diamantis P for $13.15 million, recording $10.23 million gain. Declared first quarterly dividend of $0.14 per share
• Ownership Change: Marla Investments (Latsis family) acquired 51.04% stake from Pittas family shareholders. Pittas family retained 7.6% interest

Current fleet consists of two container carriers with total capacity of 3,171 TEU. Management remains in place with Eurobulk Ltd continuing to provide executive, commercial and technical management services.

Euroholdings has announced significant changes in ownership and governance structure. The Pittas family shareholders have agreed to sell their majority stake to Marla Investments, an unaffiliated Marshall Islands corporation, with the transaction expected to close around June 23, 2025.

Key corporate changes include:

• Implementation of a Registration Rights Agreement granting Marla Investments two demand registration rights per 12-month period and shelf registration capabilities
• Amendment to the Master Management Agreement with Eurobulk, introducing 90-day termination notice and removing exclusivity requirements
• Modification of shareholders' rights agreement to exempt Marla Investments from "Acquiring Person" status
• Board restructuring with the resignation of Dr. Anastasios Aslidis and Aristides P. Pittas, replaced by independent directors George Margaronis (former Clarksons executive) and Christos Triantafillidis (Latsco Shipping CFO)

Containers Shareholders Trinity Ltd. has filed a Schedule 13D disclosing a 39.0% ownership stake (1,098,804 shares) in Euroholdings Ltd., acquired through a spin-off transaction from Euroseas Ltd. completed on March 17, 2025.

Key details of the filing:

• The shares were received through a spin-off distribution where Euroseas shareholders received 1 Euroholdings share for every 2.5 Euroseas shares held as of March 7, 2025
• Containers Shareholders Trinity has sole voting and dispositive power over all 1,098,804 shares
• Notable leadership overlap exists, with Aristides P. Pittas serving as both President of Containers Shareholders Trinity and Vice Chairman of Euroholdings
• The reporting person is a Liberian corporation primarily engaged in shipping investment holding

The filing indicates potential for future transactions, as the reporting person may acquire additional securities or sell current holdings through various means including open market, block trades, or private transactions.