[SCHEDULE 13D/A] StealthGas Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 8 to a Schedule 13D for StealthGas Inc. (GASS) updates beneficial ownership and recent transfers by reporting persons. Harry N. Vafias now beneficially owns 11,802,713 shares, representing 31.7% of the class, including 4,111,240 shares with sole voting power and various restricted shares and vested options described in detail. Flawless Management Inc. holds 7,105,453 shares ( 19.1%) and Arethusa Properties LTD holds 586,020 shares ( 1.6%). The filing reports a gift of 99,624 shares from Nikolaos Vafias to Harry N. Vafias and updates compensatory restricted stock and option grants and vesting schedules. The Reporting Persons state they have no plans or proposals for any material change to the company’s business or corporate structure. A Joint Filing Agreement is filed as Exhibit 99.1.

Positive

• Increased transparency regarding insider ownership, transfers, and vesting schedules
• Joint Filing Agreement filed as Exhibit 99.1 clarifies coordination among reporting persons

Negative

• High ownership concentration by an insider (31.7%) which may limit influence of other shareholders
• Material ownership changes include intra-family transfer increasing insider stake without consideration

Insights

Corporate Governance Expert

TL;DR: Large insider ownership concentration by the CEO increases control but no declared plans to change corporate strategy.

The amendment documents a substantial insider stake: Mr. Vafias controls or shares control of 31.7% of common stock, with 4.11 million shares in his sole voting power and additional shared holdings tied to related entities. The transfer of 99,624 shares from a family member and the newly granted restricted shares and options increase his economic and governance alignment with StealthGas. The filing’s explicit statement that no material corporate changes are planned reduces immediate activist or strategic-change signals, but the concentrated ownership is material for minority shareholders because it can influence board and strategic outcomes.

Securities/Regulatory Analyst

TL;DR: Amendment complies with Schedule 13D disclosure of transfers and compensatory awards; adds a joint filing agreement.

The amendment updates beneficial ownership and discloses the source of funds as "OO" with a specific intra-family transfer on April 30, 2025, and compensatory awards dated September 18, 2025. It also attaches a Joint Filing Agreement as Exhibit 99.1 dated September 22, 2025, clarifying coordinated reporting. There are no other transactions in the prior 60 days reported. From a compliance perspective, the filing appears to meet Schedule 13D amendment requirements by timely reporting the ownership changes and vesting schedules.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

09/18/2025

(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. 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)

19.1 %

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 4,111,240.00
8	Shared Voting Power 7,691,473.00
9	Sole Dispositive Power 4,111,240.00
10	Shared Dispositive Power 7,691,473.00

11

Aggregate amount beneficially owned by each reporting person

11,802,713.00

12

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

13

Percent of class represented by amount in Row (11)

31.7 %

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 734,500 restricted shares outstanding as of the date hereof and 245,000 shares issuable upon exercise of vested stock options, and excludes 245,000 shares issuable upon exercise of unvested stock options scheduled to vest more than 60 days after the date hereof. Of these restricted shares, 279,500 vest on December 8, 2025, 125,000 vest on April 23, 2026, 150,000 vest on September 16, 2026, 90,000 vest on September 18, 2026 and 90,000 vest on September 18, 2027. Of these unvested stock options, 145,000 vest on December 8, 2025, 50,000 vest on April 23, 2026 and 50,000 vest on September 16, 2026. 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. 8 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 and Amendment No. 7 on December 26, 2024 (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 April 30, 2025, Mr. Vafias' father, Nikolaos Vafias, transferred 99,624 shares of Common Stock to Mr. Vafias without consideration. This Amendment No. 8 also updates the number of shares of Common Stock beneficially owned by Mr. Vafias to include 180,000 shares of restricted common stock, 50% of which vest on September 18, 2026 and 50% of which vest on September 18, 2027, subject to satisfaction of time-based vesting, acquired as compensatory awards on September 18, 2025. This Amendment No. 8 also updates the number of shares of Common Stock beneficially owned by Mr. Vafias to include the 50,000 shares of Common Stock acquirable pursuant to compensatory stock options at an exercise price of $6.01 per share which vested on April 23, 2025 and 50,000 shares of Common Stock acquirable pursuant to compensatory stock options at an exercise price of $6.89 per share which vested on September 16, 2025.
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. 8 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 September 22, 2025, 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:	09/22/2025

Arethusa Properties LTD

Signature:	/s/ Harry N. Vafias
Name/Title:	Harry N. Vafias/President
Date:	09/22/2025

Harry N. Vafias

Signature:	/s/ Harry N. Vafias
Name/Title:	Harry N. Vafias
Date:	09/22/2025

FAQ

How many StealthGas (GASS) shares does Harry N. Vafias beneficially own?

Harry N. Vafias beneficially owns 11,802,713 shares, representing 31.7% of the class.

What percentage of StealthGas (GASS) does Flawless Management Inc. own?

Flawless Management Inc. beneficially owns 7,105,453 shares, or 19.1% of the common stock.

Were there any recent transfers of GASS shares reported in this amendment?

Yes, a gift of 99,624 shares was transferred from Nikolaos Vafias to Harry N. Vafias on April 30, 2025.

Does the filing indicate any plans to change StealthGas’s business or structure?

No. The Reporting Persons state they have no plans or proposals for material changes to the company’s business or corporate structure.

What compensatory awards were disclosed for Harry N. Vafias in this amendment?

The amendment adds 180,000 restricted shares awarded September 18, 2025 with 50% vesting on September 18, 2026 and 50% on September 18, 2027, plus 100,000 shares acquirable under vested options at specified exercise prices and vesting dates.