StealthGas (GASS) major holder reports 32.7% beneficial stake

Rhea-AI Filing Summary

StealthGas Inc. major shareholder Harry N. Vafias has updated his ownership disclosure, reporting beneficial ownership of 12,412,713 common shares, or 32.7% of the company. This includes shares he controls directly and through entities Flawless Management Inc. and Arethusa Properties LTD.

The amendment reflects a transfer of 125,000 shares of common stock from his father, Nikolaos Vafias, on January 28, 2026, made without consideration, as well as compensatory equity awards. These awards comprise 290,000 restricted shares that vest in equal parts on January 15, 2027 and January 15, 2028, plus stock options for 145,000 shares that vested on December 8, 2025 and 50,000 shares scheduled to vest on April 23, 2026. The reporting persons state they have no current plans to change StealthGas’s business or corporate structure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

StealthGas Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y81669106

(CUSIP Number)

Harry N. Vafias
c/o StealthGas Inc., 331 Kifissias Avenue, Kifissia
Athens, J3, 14561
011 30210 625 0001

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

02/23/2026

(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

CUSIP No. Y81669106

1

Name of reporting person

Flawless Management 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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,105,453.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,105,453.00

11

Aggregate amount beneficially owned by each reporting person

7,105,453.00

12

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

13

Percent of class represented by amount in Row (11)

18.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y81669106

1

Name of reporting person

Arethusa Properties LTD

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 586,020.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 586,020.00

11

Aggregate amount beneficially owned by each reporting person

586,020.00

12

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

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y81669106

1

Name of reporting person

Harry N. Vafias

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

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,721,240.00
8	Shared Voting Power 7,691,473.00
9	Sole Dispositive Power 4,721,240.00
10	Shared Dispositive Power 7,691,473.00

11

Aggregate amount beneficially owned by each reporting person

12,412,713.00

12

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

13

Percent of class represented by amount in Row (11)

32.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares beneficially owned by Harry N. Vafias with sole voting and dispositive power includes 745,000 restricted shares outstanding as of the date hereof, 390,000 shares issuable upon exercise of vested stock options, and 50,000 shares issuable upon exercise of stock options scheduled to vest within 60 days of the date hereof, and excludes 140,000 shares issuable upon exercise of unvested stock options scheduled to vest more than 60 days after the date hereof. Of these restricted shares, 125,000 vest on April 23, 2026, 150,000 vest on September 16, 2026, 90,000 vest on September 18, 2026, 145,000 vest on January 15, 2027, 90,000 vest on September 18, 2027, and 145,000 vest on January 15, 2028. Of these unvested stock options, 50,000 vest on September 16, 2026, 45,000 vest on January 15, 2027 and 45,000 vest on January 15, 2028. These restricted shares and unvested options remain subject to forfeiture if the time-based vesting conditions are not satisfied.

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: StealthGas Inc.
(c)	Address of Issuer's Principal Executive Offices: 331 Kifissias Avenue, Kifissia, Athens, GREECE , 14561.
Item 1 Comment: This Amendment No. 9 to the Statement on Schedule 13D originally filed on February 5, 2018, as amended by Amendment No. 1 on March 27, 2020, Amendment No. 2 on June 1, 2021, Amendment No. 3 on May 31, 2023, Amendment No. 4 on November 3, 2023, Amendment No. 5 on December 8, 2023, Amendment No. 6 on September 19, 2024, Amendment No. 7 on December 26, 2024, and Amendment No. 8 on September 22, 2025 (the "Schedule 13D") relates to the common stock, par value $0.01 per share ("Common Stock"), of StealthGas Inc., a Marshall Islands corporation (the "Company"), and is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation ("Flawless"), Arethusa Properties LTD, a British Virgin Islands company ("Arethusa"), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the "Reporting Persons"). Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D
Item 3.	Source and Amount of Funds or Other Consideration
	On January 28, 2026, Mr. Vafias' father, Nikolaos Vafias, transferred 125,000 shares of Common Stock to Mr. Vafias without consideration. This Amendment No. 9 also updates the number of shares of Common Stock beneficially owned by Mr. Vafias to include 290,000 shares of restricted common stock, 50% of which vest on January 15, 2027 and 50% of which vest on January 15, 2028, subject to satisfaction of time-based vesting, acquired as compensatory awards on January 15, 2026. This Amendment No. 9 also updates the number of shares of Common Stock beneficially owned by Mr. Vafias to include the 145,000 shares of Common Stock acquirable pursuant to compensatory stock options at an exercise price of $6.43 per share which vested on December 8, 2025, and 50,000 shares of Common Stock acquirable pursuant to compensatory stock options at an exercise price of $6.01 per share, which will vest on April 23, 2026.
Item 4.	Purpose of Transaction
	See the response to Item 3, which is incorporated by reference herein. None of the Reporting Persons has any plans or proposals with respect to any material change in the Company's business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 11 and 13 on the cover pages to this Amendment No. 9 for the aggregate number and percentage of the class of Common Stock owned by each Reporting Person.
(b)	Number of shares as to which each Reporting Person has: i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement. ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement. iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Statement. iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Statement.
(c)	Other than as set forth in response to Item 3 above, no other transactions in the Company's Common Stock by the Reporting Persons were effected in the past 60 days.
(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, the Common Stock beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit 99.1: Joint Filing Agreement, dated February 25, 2026, among Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias.

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.

Flawless Management Inc.

Signature:	/s/ Harry N. Vafias
Name/Title:	Harry N. Vafias/President
Date:	02/25/2026

Arethusa Properties LTD

Signature:	/s/ Harry N. Vafias
Name/Title:	Harry N. Vafias/President
Date:	02/25/2026

Harry N. Vafias

Signature:	/s/ Harry N. Vafias
Name/Title:	Harry N. Vafias
Date:	02/25/2026

FAQ

How much of StealthGas Inc. (GASS) does Harry N. Vafias now beneficially own?

Harry N. Vafias reports beneficial ownership of 12,412,713 StealthGas common shares, representing 32.7% of the outstanding class. This total includes shares held directly and indirectly through entities Flawless Management Inc. and Arethusa Properties LTD, as detailed in the amended Schedule 13D filing.

What recent share transfer involving Harry N. Vafias is disclosed for StealthGas (GASS)?

The filing states that on January 28, 2026, Nikolaos Vafias transferred 125,000 StealthGas common shares to Harry N. Vafias without consideration. This transfer increased Harry Vafias’s beneficial ownership and is one of the key changes prompting Amendment No. 9 to the Schedule 13D.

What new equity awards to Harry N. Vafias are included in this StealthGas (GASS) amendment?

The amendment adds 290,000 restricted common shares granted on January 15, 2026 and stock options for 145,000 shares that vested on December 8, 2025 plus 50,000 shares vesting April 23, 2026. These compensatory awards are subject to time-based vesting and potential forfeiture conditions.

Do the reporting persons disclose any plans to change StealthGas Inc. (GASS) operations or structure?

The reporting persons state they have no plans or proposals regarding material changes to StealthGas’s business, corporate structure, or other actions listed in Item 4 instructions. The amendment mainly updates ownership information, not strategic intentions or governance initiatives at the company.

What stakes do Flawless Management Inc. and Arethusa Properties LTD hold in StealthGas (GASS)?

Flawless Management Inc. reports beneficial ownership of 7,105,453 StealthGas common shares, representing 18.9% of the class. Arethusa Properties LTD reports 586,020 shares, or 1.6%. Both entities share voting and dispositive power over their respective holdings with Harry N. Vafias.

How are unvested equity awards for Harry N. Vafias treated in the StealthGas (GASS) disclosure?

The filing explains that certain restricted shares and stock options are subject to time-based vesting and may be forfeited if conditions are not met. It also notes 140,000 stock options scheduled to vest more than 60 days after the reference date are excluded from his currently reported beneficial ownership.