424B5 1 ny20082382x2_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration Nos. 333-287637

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 29, 2025)

35,488,875 Ordinary Shares

HAFNIA LIMITED

We are offering 35,488,875 of our ordinary shares, no par value, directly to investors pursuant to this prospectus supplement and the accompanying prospectus.

This prospectus supplement and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by the placement agents or by their affiliates. Other than this prospectus supplement and the accompanying prospectus, the information on the placement agents’ websites and any information contained in any other website maintained by the placement agents is not part of this prospectus supplement and the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying prospectus form a part, has not been approved and/or endorsed by us or the placement agents, and should not be relied upon by investors.

The ordinary shares of Hafnia Limited, or the Company, are listed on the New York Stock Exchange, or the NYSE, under the symbol “HAFN” and on the Oslo Stock Exchange, under the symbol “HAFNI.” On September 22, 2026, the last sale price of our ordinary shares as reported on the NYSE was $9.71 per ordinary share and the last reported sale price of our ordinary shares on the Oslo Stock Exchange was NOK 94.70 per ordinary share.

An investment in our ordinary shares involves risks. See the section entitled “Risk Factors” beginning on page S-13 of this prospectus supplement and page 3 of the accompanying prospectus and in the documents incorporated by reference herein and therein, including our annual report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on April 17, 2026, to read about the risks you should consider before purchasing our securities.

We have retained Fearnley Securities AS, Pareto Securities AS, Clarksons Securities AS and Arctic Securities AS (whom we refer to herein as the Placement Agents) as our exclusive placement agents in connection with this offering. The Placement Agents are not purchasing or selling any of our ordinary shares offered pursuant to this prospectus supplement and the accompanying prospectus, and have no commitment to buy any of the shares. See “Plan of Distribution” beginning on page S-22 of this prospectus supplement for more information regarding these arrangements.

We expect that delivery of our ordinary shares being offered pursuant to this prospectus supplement and accompanying prospectus will be made to the investors on or about September 28, 2026, subject to customary closing conditions. See “Recent Developments – Share Lending Agreement” for more information.

The following table shows per ordinary share and total cash Placement Agents’ fees we expect to pay to the Placement Agents in connection with the sale of the securities pursuant to this prospectus supplement and the accompanying prospectus, assuming the sale and purchase of all of the securities offered hereby to non-affiliates of the Company:


	Per Share⁽²⁾		Total⁽²⁾
Public offering price	$8.43	NOK 80.00	$299,118,167.64
Placement Agents’ fees⁽¹⁾	$0.27	NOK 2.60	$9,721,340.45
Proceeds, before expenses, to the Company	$8.15	NOK 77.40	$289,396,827.19

(1)

We have agreed to pay the Placement Agents a cash fee equal to 2.50% of the gross proceeds of the offering. We have also agreed to pay an incentive fee to the Placement Agents calculated as 0.75% of the gross proceeds of the offering. In addition, we have agreed to pay certain expenses of the Placement Agents, as discussed under “Plan of Distribution.” We have also agreed to provide indemnification and contribution to the Placement Agents with respect to certain liabilities, including certain liabilities under the Securities Act of 1933, as amended.

(2)	Amounts in U.S. dollars are based upon the closing exchange rate of $0.1054 to NOK 1.00 on September 24, 2026, as quoted by Bloomberg L.P. (the “Pricing USD-NOK Exchange Rate”).

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Joint Global Coordinators


Fearnley Securities AS			Pareto Securities AS

Joint Bookrunners


Clarksons Securities AS			Arctic Securities AS

Prospectus Supplement dated September 24, 2026


ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			S-3
PROSPECTUS SUPPLEMENT SUMMARY			S-6
THE OFFERING			S-12
RISK FACTORS			S-13
USE OF PROCEEDS			S-15
CAPITALIZATION			S-16
DIVIDEND POLICY			S-17
DILUTION			S-19
DESCRIPTION OF SECURITIES WE ARE OFFERING			S-20
TAX CONSIDERATIONS			S-21
PLAN OF DISTRIBUTION			S-22
ENFORCEABILITY OF CIVIL LIABILITIES			S-26
EXPENSES			S-27
LEGAL MATTERS			S-28
EXPERTS			S-28
WHERE YOU CAN FIND ADDITIONAL INFORMATION			S-29


ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
RISK FACTORS			3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			4
CAPITALIZATION			5
USE OF PROCEEDS			6
DESCRIPTION OF SHARES			7
DESCRIPTION OF WARRANTS			11
DESCRIPTION OF PURCHASE CONTRACTS			12
DESCRIPTION OF RIGHTS			13
DESCRIPTION OF UNITS			14
SELLING SHAREHOLDER			15
TAXATION			16
PLAN OF DISTRIBUTION			17
EXPENSES			19
ENFORCEMENT OF CIVIL LIABILITIES			20
LEGAL MATTERS			21
EXPERTS			21
WHERE YOU CAN FIND MORE INFORMATION			21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			22


	Combined Fleet
	Hafnia Fleet
	Hafnia Vessels (Owned)			Hafnia Vessels (Sale and lease-back)			TC Vessels			JV Vessels			Total			Commercial management (including Pool Vessels)			Total
	Fleet	NB^*	Total	Fleet	NB^*	Total	Fleet	NB^*	Total	Fleet	NB^*	Total	Fleet	NB^*	Total	Fleet	NB^*	Total	Fleet	NB^*	Total
Handy	19	—	19	1	—	1	—	—	—	—	—	—	20	—	20	1⁽¹⁾	—	1	21	—	21
MR	41	10	51	—	—	—	8	—	8	4⁽⁴⁾	—	4	53	10	63	40⁽²⁾	—	40	93	10	103
LR1	18	—	18	2	—	2	2	—	2	6⁽⁵⁾	—	6	28	—	28	11⁽³⁾	—	11	39	—	39
LR2	6	—	6	—	—	—	—	—	—	4⁽⁵⁾	—	4	10	—	10	—	—	—	10	—	10
Total	84	10	94	3	—	3	10	—	10	14	—	14	111	10	121	52	—	52	163	10	173


	As of June 30, 2026
($ in thousands)	Actual	As adjusted	As further adjusted⁽²⁾
Cash:
Cash:⁽¹⁾	$270,983	$20,257	$163,735
Cash retained in the commercial pools:	82,177	82,177	82,177
Total cash and cash equivalents:	$353,160	$102,434	$245,912

Capitalization:
Debts:
Borrowings (current):	231,501	231,501	231,501
Borrowings (non-current):	653,862	653,862	653,862
Loan from BW Group (current):	—	145,125	—
Total debt:	$885,363	$1,030,488	$885,363

Equity:
Share Capital:	1,065,926	1,065,926	1,354,529
Other reserves:	552,581	552,267	552,267
Treasury shares:	(314)	—	—
Retained earnings:	1,031,775	781,775	781,775
Total shareholders’ equity:	$2,649,968	$2,399,968	$2,688,571

Total capitalization:	$3,535,331	$3,430,456	$3,573,934


Net loan to value			Payout of net profit (%)
Above 40%			50
Above 30% but equal to or below 40%			60
Above 20% but equal to or below 30%			80
Equal to or below 20%			90


Financial period	Net loan to value	Payout Ratio (%)
Q1 2023	31.4%	60%
Q2 2023	30.1%	60%
Q3 2023	27.4%	70%
Q4 2023	26.3%	70%
April 2024 increase in payout ratio
Q1 2024	24.2%	80%
Q2 2024	21.3%	80%
Q3 2024	19.1%	90%
Q4 2024	23.2%	80%⁽¹⁾
Q1 2025	24.1%	80%⁽²⁾
Q2 2025	24.1%	80%
September 2025 revised definition to net loan-to-value
Q3 2025	20.5%	80%
Q4 2025	24.9%	80%
Q1 2026	20.2%	80%
Q2 2026	13.0%	90%


Public offering price per share⁽¹⁾			$8.43
Historical net tangible book value per share as of June 30, 2026			$5.28
Increase in net tangible book value per share attributable to this offering			$0.19
As adjusted tangible book value per share, after giving effect to this offering			$5.47
Dilution per share to investors in this offering			$2.96


SEC registration fee			$41,325
Legal fees and expenses			$544,000
Accounting fees and expenses			$150,000
Printing and miscellaneous expenses			$59,000
Total			$794,325


			Page
About this Prospectus			1
Prospectus Summary			2
Risk Factors			3
Cautionary Statement Regarding Forward-Looking Statements			4
Capitalization			5
Use of Proceeds			6
Description of Shares			7
Description of Warrants			11
Description of Purchase Contracts			12
Description of Rights			13
Description of Units			14
Selling Shareholder			15
Taxation			16
Plan of Distribution			17
Expenses			19
Enforcement of Civil Liabilities			20
Legal Matters			21
Experts			21
Where You Can Find More Information			21
Incorporation of Certain Documents by Reference			22


			As at March 31, 2025
			(in thousands of $)
Cash:
Cash:⁽¹⁾			$188,141
Cash retained in the commercial pools:			80,015
Total cash and cash equivalents:			$268,156

Capitalization:
Debts:
Borrowings (current):			373,018
Borrowings (non-current)			693,512
Total debt:			$1,066,530

Equity:
Share capital:			1,093,055
Other reserves:			510,095
Treasury shares:			(78,449)
Retained earnings:			753,735
Total shareholders’ equity:			$2,278,436

Total capitalization:			$3,344,966


SEC registration fee			$ ⁽¹⁾⁽²⁾
Legal fees and expenses			(1)
Accounting fees and expenses			(1)
Miscellaneous fees and expenses			(1)
Total			$⁽¹⁾

Per Share⁽¹⁾

Offering price

$299,118,167.64

Placement Agents’ fees

$9,721,340.45

Proceeds, before expenses, to us

$289,396,827.19