Form SCHEDULE 13D/A StealthGas Inc. Filed by: Flawless Management Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
StealthGas Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
Y81669106 (CUSIP Number) |
Harry N. Vafias c/o StealthGas Inc., 331 Kifissias Avenue, Kifissia Athens, J3, 14561 011 30210 625 0001 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/23/2026 (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).
SCHEDULE 13D
|
| CUSIP No. | Y81669106 |
| 1 |
Name of reporting person
Flawless Management Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,105,453.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | Y81669106 |
| 1 |
Name of reporting person
Arethusa Properties LTD | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
586,020.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | Y81669106 |
| 1 |
Name of reporting person
Harry N. Vafias | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GREECE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,412,713.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The number of shares beneficially owned by Harry N. Vafias with sole voting and dispositive power includes 745,000 restricted shares outstanding as of the date hereof, 390,000 shares issuable upon exercise of vested stock options, and 50,000 shares issuable upon exercise of stock options scheduled to vest within 60 days of the date hereof, and excludes 140,000 shares issuable upon exercise of unvested stock options scheduled to vest more than 60 days after the date hereof. Of these restricted shares, 125,000 vest on April 23, 2026, 150,000 vest on September 16, 2026, 90,000 vest on September 18, 2026, 145,000 vest on January 15, 2027, 90,000 vest on September 18, 2027, and 145,000 vest on January 15, 2028. Of these unvested stock options, 50,000 vest on September 16, 2026, 45,000 vest on January 15, 2027 and 45,000 vest on January 15, 2028. These restricted shares and unvested options remain subject to forfeiture if the time-based vesting conditions are not satisfied.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
StealthGas Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
331 Kifissias Avenue, Kifissia, Athens,
GREECE
, 14561. | |
Item 1 Comment:
This Amendment No. 9 to the Statement on Schedule 13D originally filed on February 5, 2018, as amended by Amendment No. 1 on March 27, 2020, Amendment No. 2 on June 1, 2021, Amendment No. 3 on May 31, 2023, Amendment No. 4 on November 3, 2023, Amendment No. 5 on December 8, 2023, Amendment No. 6 on September 19, 2024, Amendment No. 7 on December 26, 2024, and Amendment No. 8 on September 22, 2025 (the "Schedule 13D") relates to the common stock, par value $0.01 per share ("Common Stock"), of StealthGas Inc., a Marshall Islands corporation (the "Company"), and is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by and between Flawless Management Inc., a Republic of the Marshall Islands corporation ("Flawless"), Arethusa Properties LTD, a British Virgin Islands company ("Arethusa"), and Harry N. Vafias in his personal capacity (sometimes collectively referred to as the "Reporting Persons").
Information given in response to each item below shall be deemed incorporated by reference in all other items below. Unless indicated otherwise, all items left blank remain unchanged, and any items which are amended below are deemed to amend and update the existing items in the Schedule 13D | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On January 28, 2026, Mr. Vafias' father, Nikolaos Vafias, transferred 125,000 shares of Common Stock to Mr. Vafias without consideration.
This Amendment No. 9 also updates the number of shares of Common Stock beneficially owned by Mr. Vafias to include 290,000 shares of restricted common stock, 50% of which vest on January 15, 2027 and 50% of which vest on January 15, 2028, subject to satisfaction of time-based vesting, acquired as compensatory awards on January 15, 2026.
This Amendment No. 9 also updates the number of shares of Common Stock beneficially owned by Mr. Vafias to include the 145,000 shares of Common Stock acquirable pursuant to compensatory stock options at an exercise price of $6.43 per share which vested on December 8, 2025, and 50,000 shares of Common Stock acquirable pursuant to compensatory stock options at an exercise price of $6.01 per share, which will vest on April 23, 2026. | ||
| Item 4. | Purpose of Transaction | |
See the response to Item 3, which is incorporated by reference herein. None of the Reporting Persons has any plans or proposals with respect to any material change in the Company's business or corporate structure or, generally, any other action referred to in instructions (a) through (j) of Item 4 of the form of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 11 and 13 on the cover pages to this Amendment No. 9 for the aggregate number and percentage of the class of Common Stock owned by each Reporting Person. | |
| (b) | Number of shares as to which each Reporting Person has:
i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement.
ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement.
iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Statement.
iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Statement. | |
| (c) | Other than as set forth in response to Item 3 above, no other transactions in the Company's Common Stock by the Reporting Persons were effected in the past 60 days. | |
| (d) | 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, the Common Stock beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
Exhibit 99.1: Joint Filing Agreement, dated February 25, 2026, among Flawless Management Inc., Arethusa Properties LTD and Harry N. Vafias. | ||
| 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.
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ATTACHMENTS / EXHIBITS
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