F-3ASR 1 ny20068038x1_f3asr.htm F-3ASR

As filed with the Securities and Exchange Commission on March 19, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DHT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Republic of the Marshall Islands			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

Clarendon House

2 Church Street, Hamilton HM 11

Bermuda

+1 (441) 295-1422

(Address and telephone number of registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

(302) 738-6680

(Name, address and telephone number of agent for service)

With copies to:

D. Scott Bennett, Esq.

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, New York 10019

(212) 474-1000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging Growth Company. ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


			Page
ABOUT THIS PROSPECTUS			1
PROSPECTUS SUMMARY			2
RISK FACTORS			4
USE OF PROCEEDS			5
PLAN OF DISTRIBUTION			6
SELLING SHAREHOLDER			8
CAPITALIZATION			9
DESCRIPTION OF COMMON STOCK			10
DESCRIPTION OF PREFERRED STOCK			11
DESCRIPTION OF WARRANTS			12
DESCRIPTION OF RIGHTS			13
EXPENSES			14
EXPERTS			15
LEGAL MATTERS			15
ENFORCEMENT OF CIVIL LIABILITIES			15
TAX CONSIDERATIONS			16
WHERE YOU CAN FIND ADDITIONAL INFORMATION			25
INCORPORATION BY REFERENCE			26
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			27


Vessel	Type of Employment	Expiry
VLCC
DHT Impala	TBD
DHT Gazelle	TBD
DHT Addax	Spot
DHT Antelope	Spot
DHT Appaloosa	Time charter with profit sharing	Q2 2032
DHT Mustang	Spot
DHT Nokota	Spot
DHT Bronco	Spot
DHT Colt	Spot
DHT Stallion	Spot
DHT Tiger	Time charter	Q2 2026
DHT Harrier	Time charter	Q4 2030
DHT Puma	Time charter with profit sharing	Q1 2027
DHT Panther	Spot
DHT Osprey	Time charter	Q2 2027
DHT Lion	Time charter	Q2 2026
DHT Leopard	Time charter	Q4 2027
DHT Jaguar	Spot


Commission registration fee			$ ⁽¹⁾
NYSE listing fee			*
FINRA filing fee			*
Blue Sky fees and expenses			*
Printing and typesetting costs			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer Agent and Registrar fees and expenses			*
Miscellaneous			*
Total			$ *


Number			Exhibit Description
1.1			Form of Underwriting Agreement (for equity securities).*
3.1			Amended and Restated Articles of Incorporation of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of June 2017, filed with the Commission on June 16, 2017, Commission File Number 001-32640).
3.2			Amended and Restated Bylaws of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of May 2022, filed with the Commission on May 12, 2022, Commission File Number 001-32640).
4.1			Form of Common Stock Certificate of DHT Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, filed with the Commission on March 19, 2015, Commission File Number 001-32640).
4.2			Form of Preferred Certificate.*
4.3			Form of Warrant.*
4.4			Form of Warrant Agreement.*
4.5			Form of Rights Agreement.*
5.1			Opinion of Reeder & Simpson P.C.
8.1			Tax Opinion of Cravath, Swaine & Moore LLP.
23.1			Consent of Ernst & Young AS.
23.2			Consent of Reeder & Simpson P.C. (contained in Exhibit 5.1).
23.3			Consent of Cravath, Swaine & Moore LLP (contained in Exhibit 8.1).
107.1			Filing Fee Table


			DHT HOLDINGS, INC.,

			By:			/s/ Laila C. Halvorsen
						Name: Laila C. Halvorsen
						Title: Chief Financial Officer
						(Principal Financial and Accounting Officer)


Signature	Title	Date

/s/ Svein Moxnes Harfjeld	President & Chief Executive Officer and Director (Principal Executive Officer)	March 19, 2026
Svein Moxnes Harfjeld		March 19, 2026

/s/ Laila C. Halvorsen	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 19, 2026
Laila C. Halvorsen		March 19, 2026

/s/ Erik A. Lind	Chairman and Director	March 19, 2026
Erik A. Lind	Chairman and Director	March 19, 2026

/s/ Jeremy Kramer	Director	March 19, 2026
Jeremy Kramer	Director	March 19, 2026

/s/ Sophie Rossini	Director	March 19, 2026
Sophie Rossini	Director	March 19, 2026

/s/ Ana Zambelli	Director	March 19, 2026
Ana Zambelli	Director	March 19, 2026

/s/ Erik Bartnes	Director	March 19, 2026
Erik Bartnes	Director	March 19, 2026

/s/ Donald J. Puglisi	Authorized Representative in the United States	March 19, 2026
Donald J. Puglisi Managing Director Puglisi & Associates	Authorized Representative in the United States

SEC Form F-3ASR filed by DHT Holdings Inc.