SEC Form SCHEDULE 13D filed by CMB.TECH NV

The principal business address and principal office address of each of the Reporting Persons is De Gerlachekaai 20, 2000 Antwerp, Belgium.

The principal business of CMBT is marine transportation. The principal business of CMB is marine transportation. The principal business of Saverco is acting as an investment holding company. As of the date of this Schedule 13D, (i) CMBT owns 100% of CMBT Subsidiary, (ii) CMB owns approximately 92.02% of the outstanding shares of CMBT, (iii) Saverco owns 100% of the outstanding shares of CMB, and (iv) Alexander Saverys, Ludovic Saverys and Michael Saverys each indirectly own approximately 33.33%, respectively, of the issued shares of Saverco.

The Reporting Persons, and, to the best of their knowledge, the Principals have not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

The Reporting Persons, and, to the best of their knowledge, the Principals have not, during the last five years, been 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.

CMBT Subsidiary is incorporated and existing under the laws of Bermuda. Each of CMBT, CMB and Saverco is a naamloze vennootschap, or corporation, incorporated in Belgium. Each of Alexander Saverys, Ludovic Saverys and Michael Saverys are citizens of Belgium.

On March 4, 2025, CMBT Subsidiary entered into a share purchase agreement with Hemen Holding Limited ("Hemen"), the reference shareholder of the Issuer, for the acquisition of all 81,363,730 Shares (representing 40.8% of the Issuer's share capital (excluding treasury shares)) held by Hemen, at a purchase price of USD 14.49 per share, or an aggregate of USD 1,178,960,447.70 (the "Transaction"). To facilitate the acquisition of the Shares, on March 4, 2025 CMBT entered into a bridge facilities agreement with (i) Credit Agricole Corporate and Investment Bank, KBC Bank NV and Societe Generale as lead arrangers and underwriters, (ii) KBC Bank NV as coordinator, agent and security agent, and (iii) certain lenders listed therein (the "Bridge Facilities Agreement"). Pursuant to the Bridge Facilities Agreement, the lenders will make available to CMBT (a) a term loan bridge facility in an aggregate amount of USD 1,150,000,000 and (b) a term loan bridge facility in an aggregate amount of USD 250,000,000 (collectively, the "Loans"). CMBT has agreed to repay the Loans plus any accrued and unpaid interest in full on the date which is nine months following the date of the Bridge Facilities Agreement. CMBT has the option to extend the Bridge Facilities Agreement twice, in each instance for a period of six months. The amount of the purchase price in excess of the proceeds of the bank financing described herein is funded from CMBT working capital.

The information included in Item 3 is hereby incorporated by reference into this Item 4. This Transaction is part of CMBT's strategic objective of diversification and CMBT's intention to become a long-term shareholder in the Issuer, investing in a modern dry bulk fleet. To the extent the Transaction might impact the Issuer's financing agreements, CMBT has identified a bank syndicate to refinance all of the current outstanding debt at the level of the Issuer. The Reporting Persons may, from time to time, engage in discussions with the board of directors and management of the Issuer, other shareholders of the Issuer, consultants, financial advisors, and other relevant parties regarding matters such as the Issuer's financial condition, strategy, business, assets, operations, capital structure and strategic plans. These discussions may include exploring potential strategic options, including commercial cooperation, operational and technical partnerships, and/or other forms of business combinations. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Other than as set forth in this Schedule 13D, the Reporting Persons do not have any plans or proposals as of the date of this filing which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

According to information provided in the Issuer's Current Report on Form 6-K submitted on February 27, 2025, the Issuer had 199,403,293 Shares issued and outstanding as of December 31, 2025. Based on the foregoing, as of the date of this filing the Reporting Persons may be deemed the beneficial owners of 81,363,730 Shares, representing approximately 40.8% of the Issuer's issued and outstanding Shares.

As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 81,363,730 Shares.

To the best of the Reporting Persons' knowledge, there are no transactions in the Shares effected by the Reporting Persons during the past 60 days and not previously reported in this Schedule 13D.

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, any of the Shares beneficially owned by the Reporting Persons.

Not applicable.

The information included in Item 3 and Item 4 is hereby incorporated by reference into this Item 6.

Exhibit A: Directors and Officers. Exhibit B: Joint Filing Agreement. Exhibit C: Share Purchase Agreement, dated March 4, 2025, by and between CMB.TECH Bermuda Ltd. and Hemen Holding Limited. Exhibit D: Bridge Facilities Agreement, dated March 4, 2025, by and between CMB.TECH NV and (i) Credit Agricole Corporate and Investment Bank, KBC Bank NV and Societe Generale as lead arrangers and underwriters, (ii) KBC Bank NV as coordinator, agent and security agent, and (iii) certain lenders listed therein.