Schedule 13D/A: Vafias, Flawless and Arethusa report 36.9% stake

Rhea-AI Filing Summary

Imperial Petroleum Inc.'s Schedule 13D/A (Amendment No. 9) reports holdings and recent transactions by Harry N. Vafias and affiliated entities. The cover pages show Flawless Management Inc. beneficially owns 6,991,255 shares (20.1%), Arethusa Properties LTD owns 3,066,227 shares (8.8%), and Harry N. Vafias beneficially owns 12,860,056 shares (36.9%). The amendment discloses that Arethusa purchased 139,832 shares in the open market on April 9-10, 2025 for $325,570 using working capital, and that Nikolaos Vafias transferred 33,626 shares to Mr. Vafias on April 14, 2025 without consideration. It also records compensatory awards to Mr. Vafias of 431,894 restricted shares (vesting 50% on August 8, 2026 and 50% on August 8, 2027) and options for 299,003 shares exercisable at $3.01 with an August 8, 2035 expiration; the optioned shares are excluded from the stated beneficial ownership. The filing states the securities were acquired for investment purposes and adds a Joint Filing Agreement as Exhibit 99.2.

Positive

• Harry N. Vafias is reported to beneficially own 12,860,056 shares (36.9%), a substantial insider stake
• Flawless Management Inc. owns 6,991,255 shares (20.1%) and Arethusa owns 3,066,227 shares (8.8%)
• Arethusa executed open-market purchases of 139,832 shares on April 9-10, 2025 for $325,570 using working capital
• Nikolaos Vafias transferred 33,626 shares to Harry N. Vafias on April 14, 2025 without consideration
• Compensatory awards disclosed: 431,894 restricted shares (vesting in 2026 and 2027) and options for 299,003 shares at $3.01 (expiring 2035)
• Joint Filing Agreement filed as Exhibit 99.2, dated August 12, 2025

Negative

• None.

Insights

Financial Analyst

Insiders and affiliates now control 36.9% following purchases, transfers and compensatory awards—this is material to ownership and liquidity.

The filing quantifies meaningful insider and affiliated positions: Mr. Vafias is shown with 12,860,056 shares (36.9%), Flawless 6,991,255 shares (20.1%) and Arethusa 3,066,227 shares (8.8%). Arethusa's April 9-10 market buys totaled 139,832 shares for $325,570. Compensatory restricted stock (431,894 shares) and options (299,003 shares at $3.01, expiring 2035) are disclosed with time-based vesting; the optioned shares are explicitly excluded from the beneficial count. These facts affect potential voting concentration and future dilution timing.

Corporate Governance Expert

Significant insider ownership and CEO-held compensatory awards change governance dynamics and should be tracked for voting influence and vesting-driven changes.

The Schedule 13D/A confirms Mr. Vafias serves as Chairman and CEO and that he and affiliated entities report combined, sizeable holdings. The amendment also states the Reporting Persons may review and act on strategic alternatives and reserves rights to change intentions. The inclusion of a Joint Filing Agreement (Exhibit 99.2) formalizes coordinated reporting. Vesting schedules for restricted stock and options create identifiable future dates when additional economic or voting rights could materialize.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Imperial Petroleum Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y3894J187

(CUSIP Number)

Harry N. Vafias
c/o Imperial Petroleum Inc., 331 Kifissias Avenue, Erithrea
Athens, J3, 14561
011 30210 625 0001

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

08/08/2025

(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. Y3894J187

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 6,991,255.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,991,255.00

11

Aggregate amount beneficially owned by each reporting person

6,991,255.00

12

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

13

Percent of class represented by amount in Row (11)

20.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y3894J187

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 3,066,227.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,066,227.00

11

Aggregate amount beneficially owned by each reporting person

3,066,227.00

12

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

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y3894J187

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 2,802,574.00
8	Shared Voting Power 10,057,482.00
9	Sole Dispositive Power 2,802,574.00
10	Shared Dispositive Power 10,057,482.00

11

Aggregate amount beneficially owned by each reporting person

12,860,056.00

12

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

13

Percent of class represented by amount in Row (11)

36.9 %

14

Type of Reporting Person (See Instructions)

IN

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: Imperial Petroleum Inc.
(c)	Address of Issuer's Principal Executive Offices: 331 Kifissias Avenue, Erithrea, Athens, GREECE , 14561.
Item 1 Comment: This Amendment No. 9 (this "Amendment No. 9") to Schedule 13D (originally filed on August 4, 2023 and amended by Amendment No. 1 filed on August 23, 2023, Amendment No. 2 filed on November 3, 2023, Amendment No. 3 filed on December 11, 2023, Amendment No. 4 filed on December 22, 2023, Amendment No. 5 filed on January 8, 2024, Amendment No. 6 filed on April 16, 2024, Amendment No. 7 filed on October 29, 2024 and Amendment No. 8 filed on April 4, 2025), relates to the common stock, par value $0.01 per share ("Common Stock"), of Imperial Petroleum Inc., a Marshall Islands corporation (the "Issuer"), and is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 99.2 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
	Item 3 of the Statement is hereby amended by adding the following paragraphs to the end of Item 3: Between April 9, 2025 and April 10, 2025, Arethusa acquired an aggregate of 139,832 shares of Common Stock for $325,570 (including commissions) in open market purchases using its working capital. On April 14, 2025, Mr. Vafias's father, Nikolaos Vafias, transferred 33,626 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 431,894 shares of restricted common stock, 50% of which vest on August 8, 2026 and 50% of which vest on August 8, 2027, subject to satisfaction of time-based vesting, acquired as compensatory awards on August 8, 2025. On August 8, 2025, Mr. Vafias also acquired, as compensatory awards, options exercisable to acquire 299,003 shares of Common Stock at an exercise price per share of $3.01, the closing price of the Common Stock on August 8, 2025, and an option expiration date of August 8, 2035, 50% of which options vest on August 8, 2026 and 50% of which options vest on August 8, 2027, subject to satisfaction of the time-based vesting terms, which underlying shares are excluded from the number of shares beneficially owned by Mr. Vafias.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuing basis. Any Reporting Person may from time to time acquire additional securities of the Issuer, or retain or sell all or a portion of the shares then held by the Reporting Persons, in the open market, block trades, underwritten public offerings or privately negotiated transactions. Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon such Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments. Mr. Vafias serves as the Chairman and Chief Executive Officer of the Issuer and therefore regularly engages in discussions with management of the Issuer, the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, which discussions may include matters ranging from the operations and conduct of the Issuer's business to considering or exploring extraordinary corporate transactions including the events listed in Items 4(a) through 4(j) of Schedule 13D. In connection with these discussions, the Reporting Persons may, either directly or through one or more affiliates, determine to take any available course of action or to take no course of action and may at any time and from time to time take steps to further or implement such course of action, including any of the events listed in Items 4(a) through 4(j) of Schedule 13D. Any action or actions the Reporting Persons may undertake with respect to their investment in the Issuer or the operations and conduct of the Issuer's business will be dependent upon the Reporting Persons' review of numerous factors, including those listed above, and the Reporting Persons specifically reserve the right to change their intentions, or to formulate plans and proposals, with respect to any or all of the matters described in this paragraph, subject to applicable law and regulations.
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)	Exhibit 99.1 attached hereto sets forth the transactions in the Common Stock. The transactions in the Common Stock described in Exhibit 99.1 wre effected on securities exchanges through brokers unless otherwise indicated therein. Except as set forth in this Schedule, none of the Reporting Persons has engaged in any transaction in any Common Stock during 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 99.2: Joint Filing Agreement, dated August 12, 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:	08/12/2025

Arethusa Properties LTD

Signature:	/s/ Harry N. Vafias
Name/Title:	Harry N. Vafias/President
Date:	08/12/2025

Harry N. Vafias

Signature:	/s/ Harry N. Vafias
Name/Title:	Harry N. Vafias
Date:	08/12/2025

FAQ

What percentage of Imperial Petroleum (IMPPP) do reported insiders own after this filing?

The filing shows Harry N. Vafias beneficially owns 12,860,056 shares (36.9%); Flawless Management Inc. owns 6,991,255 shares (20.1%); Arethusa owns 3,066,227 shares (8.8%).

What purchases did Arethusa report in the Schedule 13D/A for IMPPP?

Arethusa acquired 139,832 shares in open market purchases on April 9-10, 2025 for a total of $325,570 including commissions, using working capital.

Did Harry N. Vafias receive restricted shares or stock options?

Yes. The amendment reports 431,894 restricted shares as compensatory awards (50% vesting on August 8, 2026 and 50% on August 8, 2027) and options for 299,003 shares exercisable at $3.01 with an expiration of August 8, 2035.

Are the optioned shares included in Mr. Vafias's reported beneficial ownership?

No. The filing states the underlying shares of the 299,003 options are excluded from the number of shares beneficially owned by Mr. Vafias.

Was a Joint Filing Agreement added to the filing and when?

Yes. The filing adds a Joint Filing Agreement as Exhibit 99.2, dated August 12, 2025.