KNOT Offshore Partners (NYSE: KNOP) Astaris reports 2.33M units, 6.9% stake

Rhea-AI Filing Summary

Astaris Capital Management LLP and its affiliates report a 6.9% beneficial ownership stake in KNOT Offshore Partners LP, totaling 2,332,676 common units. This ownership percentage is based on 33,818,707 common units outstanding as of November 6, 2025. The units are held by advisory clients of Astaris Capital Management LLP, and no individual client holds more than 5% of the class.

The reporting persons state they acquired the units for investment purposes and may increase, reduce, or maintain their position depending on the partnership’s financial position, unit price, market conditions, and other factors. They also reference a non-binding offer from Knutsen NYK Offshore Tankers AS to acquire all outstanding common units not already owned by it for cash and indicate they may discuss this offer and related strategic and governance matters with the board, management, other shareholders, or third parties.

Insights

Equity ownership and governance analyst

Astaris discloses a 6.9% KNOP stake amid a non-binding cash offer context.

The filing shows Astaris Capital Management LLP and related entities beneficially own 2,332,676 common units of KNOT Offshore Partners LP, equal to 6.9% of the class, based on 33,818,707 units outstanding as of November 6, 2025. Voting and disposition authority over these units is shared among the reporting persons, with no sole voting or dispositive power disclosed.

The units are held in advisory accounts of Astaris Capital Management LLP, with each client below the 5% threshold, which limits concentration risk at the individual client level while still creating a meaningful aggregated position. The stated purpose is investment, but the language leaves room for increasing, decreasing, or maintaining the stake as circumstances change.

The filing also notes a non-binding cash offer from Knutsen NYK Offshore Tankers AS to acquire all outstanding common units it does not already own. The reporting persons may engage with the board, management, and other shareholders about this offer and broader strategy, so subsequent company communications and ownership updates around this proposal will help clarify how this situation develops.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

11/28/2025

(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. 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 2,332,676.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,332,676.00

11

Aggregate amount beneficially owned by each reporting person

2,332,676.00

12

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

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 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 2,332,676.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,332,676.00

11

Aggregate amount beneficially owned by each reporting person

2,332,676.00

12

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

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No. 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 2,332,676.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,332,676.00

11

Aggregate amount beneficially owned by each reporting person

2,332,676.00

12

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

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No. 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 2,332,676.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,332,676.00

11

Aggregate amount beneficially owned by each reporting person

2,332,676.00

12

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

13

Percent of class represented by amount in Row (11)

6.9 %

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 , AB15 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. 2 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 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 Astaris Capital Management (Cayman) 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.
(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
	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 of directors of the Issuer (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 about 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 the Reporting Persons may be deemed to be the beneficial owner of 2,332,676 Common Units, constituting 6.9% of the Common Units of the Issuer, based on 33,818,707 Common Units outstanding as of November 6, 2025, as reported in the Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 13, 2025.
(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 the Reporting Persons has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 2,332,676 Common Units.
(c)	There have been no transactions by the Reporting Persons in the securities of the Issuer during the past sixty days.
(d)	All of the securities reported in this Schedule 13D Amendment No. 2 are directly owned by advisory clients of Astaris Capital Management LLP. None of those advisory clients 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
	The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement

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:	12/04/2025

Astaris Capital Management (UK) Limited

Signature:	/s/ Martin Beck
Name/Title:	Martin Beck, Director
Date:	12/04/2025

Astaris Capital Management (Cayman) Limited

Signature:	/s/ Martin Beck
Name/Title:	Martin Beck, Director
Date:	12/04/2025

Martin Beck

Signature:	/s/ Martin Beck
Name/Title:	Martin Beck
Date:	12/04/2025

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.

FAQ

What ownership stake in KNOP does Astaris Capital report in this Schedule 13D/A?

The reporting persons disclose beneficial ownership of 2,332,676 common units of KNOT Offshore Partners LP, representing 6.9% of the outstanding common units based on 33,818,707 units outstanding as of November 6, 2025.

Who are the reporting persons in the KNOP (KNOP) Schedule 13D/A filing?

The reporting persons are Astaris Capital Management LLP, Astaris Capital Management (UK) Limited, Astaris Capital Management (Cayman) Limited, and Martin Beck, who may be considered control persons of Astaris Capital Management LLP.

What is the stated purpose of Astaris’s investment in KNOT Offshore Partners (KNOP)?

The reporting persons state they acquired the common units for investment purposes and may from time to time buy additional units, sell units, or continue to hold their position depending on factors such as KNOP’s financial position, unit price, market conditions, and regulatory considerations.

How is voting and dispositive power over KNOP units structured for Astaris?

Each reporting person reports 0 common units with sole voting and dispositive power and 2,332,676 common units with shared voting and shared dispositive power, reflecting coordinated oversight of the position.

Does any single Astaris client own more than 5% of KNOP common units?

No. The filing states that all reported securities are directly owned by advisory clients of Astaris Capital Management LLP and that none of those advisory clients may be deemed to beneficially own more than 5% of KNOP’s common units.

What non-binding offer related to KNOT Offshore Partners (KNOP) is referenced in the filing?

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 owned by it in exchange for cash, and the reporting persons may discuss this offer and related matters with the board, management, and other parties.