Astaris holds 8.1% of KNOT Offshore Partners (KNOP), seeks more independent directors

Rhea-AI Filing Summary

Astaris Capital Management LLP, its affiliated entities and Martin Beck report beneficial ownership of 2,741,926 Common Units of KNOT Offshore Partners LP, representing 8.1% of the outstanding Common Units based on 33,660,342 units outstanding as of December 31, 2025. Astaris Special Situations Master Fund Limited separately may be deemed to beneficially own 1,705,438 Common Units, or 5.1% of the class. The units are held by advisory clients of Astaris Capital Management LLP, funded from client working capital without specific acquisition borrowings.

On July 28, 2026, Astaris Capital Management LLP sent a letter to KNOT Offshore Partners’ board regarding the potential appointment of additional independent directors. The reporting persons state they may increase, reduce or maintain their holdings and may engage with the board, other shareholders and third parties on governance, strategy and a prior October 31, 2025 non-binding cash offer from Knutsen NYK Offshore Tankers AS to acquire Common Units not already owned by KNOT. They report no transactions in the issuer’s securities since a July 6, 2026 filing.

Filing Explained

The amendment reports shared voting and disposition power—not sole power—over 2,741,926 Common Units (8.1%) for Astaris and Martin Beck, and shared power over 1,705,438 units (5.1%) for Astaris Special Situations Master Fund; it discloses no options, swaps, or other listed arrangements.

Key Figures

Beneficial ownership (Astaris entities & Martin Beck): 2,741,926 Common Units Percentage of class (Astaris entities & Martin Beck): 8.1 % Beneficial ownership (Astaris Special Situations Master Fund Limited): 1,705,438 Common Units +4 more

7 metrics

Beneficial ownership (Astaris entities & Martin Beck) 2,741,926 Common Units May be deemed beneficially owned, representing 8.1% of class

Percentage of class (Astaris entities & Martin Beck) 8.1 % Based on 33,660,342 Common Units outstanding as of December 31, 2025

Beneficial ownership (Astaris Special Situations Master Fund Limited) 1,705,438 Common Units May be deemed beneficially owned, representing 5.1% of class

Percentage of class (Astaris Special Situations Master Fund Limited) 5.1 % Based on 33,660,342 Common Units outstanding as of December 31, 2025

Common Units outstanding 33,660,342 Common Units Outstanding as of December 31, 2025, per Form 20-F

Date of event requiring filing 07/28/2026 Date of the July 2026 Letter to the board

Date of non-binding offer letter 10/31/2025 Offer by Knutsen NYK Offshore Tankers AS to acquire remaining Common Units

Key Terms

beneficial owner, shared voting power, dispositive power, non-binding offer, +1 more

5 terms

beneficial owner financial

"may be deemed to be the beneficial owner of 2,741,926 Common Units"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"shared power to vote or direct the vote of 2,741,926 Common Units"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"shared power to dispose or direct the disposition of 2,741,926 Common Units"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

non-binding offer financial

"delivered a non-binding offer (the "Offer Letter") to the Board"

Schedule 13D regulatory

"previously filed a statement on Schedule 13D to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/30/2026 - 03:57 PM Accepted by SEC EDGAR 07/30/2026 - 03:56 PM Learn about SEC filing dates

FAQ

How large is Astaris’s stake in KNOT Offshore Partners LP (KNOP)?

Astaris Capital Management LLP, its affiliates and Martin Beck may be deemed to beneficially own 2,741,926 Common Units of KNOP, representing 8.1% of the Common Units outstanding, based on 33,660,342 units reported as outstanding as of December 31, 2025.

What is Astaris Special Situations Master Fund Limited’s ownership in KNOP?

Astaris Special Situations Master Fund Limited may be deemed to beneficially own 1,705,438 Common Units of KNOP, representing 5.1% of the issuer’s outstanding Common Units. These securities are held as part of its investment activities and are advisory client assets of Astaris Capital Management LLP.

What board-related actions does the July 2026 Letter address for KNOP?

On July 28, 2026, Astaris Capital Management LLP delivered a letter to KNOP’s board regarding, among other matters, the potential appointment of additional independent directors. The reporting persons may continue discussions with the board, management, other shareholders and third parties on governance and related issues.

What non-binding offer involving KNOP is referenced in this Schedule 13D/A?

The filing notes that on October 31, 2025, Knutsen NYK Offshore Tankers AS delivered a non-binding offer to KNOP’s board to acquire all issued and outstanding Common Units not already beneficially owned by KNOT in exchange for cash, subject to further negotiation and agreement.

Have the Astaris reporting persons recently traded KNOP securities?

The reporting persons state there have been no transactions in KNOP securities by them since their most recent Schedule 13D amendment filed on July 6, 2026. The current amendment primarily reflects governance-related communications, including the July 2026 Letter to the board.

How many KNOP Common Units were used to calculate Astaris’s ownership percentages?

Ownership percentages in the filing are based on 33,660,342 KNOP Common Units outstanding as of December 31, 2025, as reported in the issuer’s Form 20-F filed with the SEC on April 17, 2026. Astaris’s 2,741,926 units represent 8.1% of that total.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

KNOT Offshore Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

Y48125101

(CUSIP Number)

Martin Beck
Astaris Capital Management LLP, 3 Tilney Street
London, X0, W1K 1BQ
44 20 7590 5401

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

07/28/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y48125101

1

Name of reporting person

Astaris Capital Management LLP

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,741,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,741,926.00

11

Aggregate amount beneficially owned by each reporting person

2,741,926.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): Y48125101

1

Name of reporting person

Astaris Capital Management (UK) 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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,741,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,741,926.00

11

Aggregate amount beneficially owned by each reporting person

2,741,926.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP Number(s): Y48125101

1

Name of reporting person

Astaris Capital Management (Cayman) 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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,741,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,741,926.00

11

Aggregate amount beneficially owned by each reporting person

2,741,926.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP Number(s): Y48125101

1

Name of reporting person

Astaris Special Situations Master Fund 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)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,705,438.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,705,438.00

11

Aggregate amount beneficially owned by each reporting person

1,705,438.00

12

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

13

Percent of class represented by amount in Row (11)

5.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): Y48125101

1

Name of reporting person

Martin Beck

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)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,741,926.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,741,926.00

11

Aggregate amount beneficially owned by each reporting person

2,741,926.00

12

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

13

Percent of class represented by amount in Row (11)

8.1 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Units Representing Limited Partner Interests
(b)	Name of Issuer: KNOT Offshore Partners LP
(c)	Address of Issuer's Principal Executive Offices: 2 QUEEN'S CROSS, ABERDEEN, UNITED KINGDOM , 4YB.
Item 1 Comment: The name of the issuer is KNOT Offshore Partners LP, a Marshall Islands limited partnership (the "Issuer"). The address of the Issuer's principal executive offices is 2 Queens Cross, Aberdeen, AB15 4YB, United Kingdom. This Schedule 13D Amendment No. 5 relates to the Issuer's Common Units Representing Limited Partner Interests (the "Common Units").
Item 2.	Identity and Background
(a)	(a), (f) This Schedule 13D is being filed by Astaris Capital Management LLP, a United Kingdom limited liability partnership, Astaris Capital Management (UK) Limited, a United Kingdom private limited company, Astaris Capital Management (Cayman) Limited, a Cayman Islands exempted company, Astaris Special Situations Master Fund Limited, a Cayman Islands exempted company, and Martin Beck, a citizen of the United Kingdom (each a "Reporting Person" and collectively, the "Reporting Persons").
(b)	The principal business address for each of Astaris Capital Management LLP, Astaris Capital Management (UK) Limited and Martin Beck is 3 Tilney Street, London W1K 1BQ, United Kingdom. The principal business address for each of Astaris Capital Management (Cayman) Limited and Astaris Special Situations Master Fund Limited is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
(c)	The principal business of Astaris Capital Management LLP is serving as an investment adviser to its clients. Astaris Capital Management (UK) Limited, Astaris Capital Management (Cayman) Limited and Martin Beck may be considered control persons of Astaris Capital Management LLP. The principal business of Astaris Special Situations Master Fund Limited is purchasing, holding and selling securities for investment purposes.
(d)	(d), (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group.
Item 3.	Source and Amount of Funds or Other Consideration
	The funds used for the acquisition of the Common Units beneficially owned by the Reporting Persons came from the working capital of private funds and managed account clients advised by Astaris Capital Management LLP. No borrowed funds were used to purchase the Common Units of the Issuer other than any borrowed funds used for working capital purposes in the ordinary course of business.
Item 4.	Purpose of Transaction
	This Schedule 13D Amendment No. 5 is being filed in connection with the matters discussed below. On July 28, 2026, Astaris Capital Management LLP delivered a letter to the Issuer (the "July 2026 Letter") regarding, among other things, the potential appointment of additional independent directors to the board of directors of the Issuer (the "Board"). The foregoing description of the July 2026 Letter contained in this Item 4 is not intended to be complete and is qualified in its entirety by reference to the July 2026 Letter, a copy of which is attached as Exhibit B to this Schedule 13D. The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to various factors, including but not limited to the Issuer's financial position and strategic direction, price levels of the Common Units, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons' ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. The Reporting Persons may, from time to time, acquire, or cause affiliates to acquire, additional Common Units or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Common Units or other securities of the Issuer or continue to hold, or cause affiliates to hold, Common Units or other securities of the Issuer (or any combination or derivative thereof). In addition, on October 31, 2025, Knutsen NYK Offshore Tankers AS, a Norway limited company ("KNOT"), delivered a non-binding offer (the "Offer Letter") to the Board, to acquire all of the issued and outstanding Common Units that are not already beneficially owned by KNOT in exchange for cash. The Reporting Persons have discussed and/or may discuss from time to time, with management, the Board and any of its committees, other shareholders of the Issuer and/or other third parties regarding the July 2026 Letter and other matters relating to board composition and management, the Offer Letter or any subsequent proposed or negotiated transaction, and the proposed terms contained therein, and the Issuer's business, operations, strategy (including with respect to capital allocation policies and procedures), plans and prospects and governance matters generally and in relation to the Reporting Persons' investment in the Issuer and requesting information from the Issuer related thereto. Except as described in this Schedule 13D, none of the Reporting Persons has any present plans or proposals that relate to or would result in any of the actions described in Item 4 of this Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or purpose and/or develop such plans and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, each of Astaris Capital Management LLP, Astaris Capital Management (UK) Limited, Astaris Capital Management (Cayman) Limited and Martin Beck may be deemed to be the beneficial owner of 2,741,926 Common Units, constituting 8.1% of the Common Units of the Issuer, based on 33,660,342 Common Units outstanding as of December 31, 2025, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 17, 2026. As of the date hereof, Astaris Special Situations Master Fund Limited may be deemed to be the beneficial owner of 1,705,438 Common Units, constituting 5.1% of the Common Units of the Issuer, based on 33,660,342 Common Units outstanding as of December 31, 2025, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 17, 2026.
(b)	Each of the Reporting Persons has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of 0 Common Units. Each of Astaris Capital Management LLP, Astaris Capital Management (UK) Limited, Astaris Capital Management (Cayman) Limited and Martin Beck have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 2,741,926 Common Units. Astaris Special Situations Master Fund Limited has the shared power to vote or direct the vote of 1,705,438 Common Units.
(c)	There have been no transactions in the securities of the Issuer effected by the Reporting Persons since the most recent filing of this Schedule 13D on July 6, 2026.
(d)	All of the securities reported in this Schedule 13D Amendment No. 5 are directly owned by advisory clients of Astaris Capital Management LLP. None of those advisory clients, other than Astaris Special Situations Master Fund Limited, may be deemed to beneficially own more than 5% of the Common Units.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement Exhibit B: July 2026 Letter

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.

Astaris Capital Management LLP

Signature:	/s/ Martin Beck
Name/Title:	Martin Beck, Partner & Designated Member
Date:	07/30/2026

Astaris Capital Management (UK) Limited

Signature:	/s/ Martin Beck
Name/Title:	Martin Beck, Director
Date:	07/30/2026

Astaris Capital Management (Cayman) Limited

Signature:	/s/ Martin Beck
Name/Title:	Martin Beck, Director
Date:	07/30/2026

Astaris Special Situations Master Fund Limited

Signature:	/s/ Julie O'Hara
Name/Title:	Julie O'Hara, Director
Date:	07/30/2026

Martin Beck

Signature:	/s/ Martin Beck
Name/Title:	Martin Beck
Date:	07/30/2026

Comments accompanying signature:

* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.