CMBT CMB TECH NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 28)*

CMB.TECH NV

(formerly Euronav NV)

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number)

Compagnie Maritime Belge NV

De Gerlachekaai 20

2000 Antwerp Belgium

Attention: Ludovic Saverys

Chief Financial Officer

Tel: +32 3 247 59 11

With a Copy to:

Robert E. Lustrin, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

Tel: (212) 521-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 9, 2024

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

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, as amended (“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).

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

CUSIP No. B38564108

Explanatory Note

This Amendment No. 28 (this “Amendment”) to Schedule 13D relates to ordinary shares, no par value (the “Ordinary Shares”), of CMB.TECH NV (formerly Euronav NV) (the “Issuer”) and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2022, as amended by Amendment No. 1 thereto filed with the Commission on February 23, 2022, Amendment No. 2 thereto filed with the Commission on March 9, 2022, Amendment No. 3 thereto filed with the Commission on April 1, 2022, Amendment No. 4 thereto filed with the Commission on April 4, 2022, Amendment No. 5 thereto filed with the Commission on April 12, 2022, Amendment No. 6 thereto filed with the Commission on April 26, 2022, Amendment No. 7 thereto filed with the Commission on May 4, 2022, Amendment No. 8 thereto filed with the Commission on May 17, 2022, Amendment No. 9 thereto filed with the Commission on May 24, 2022, Amendment No. 10 thereto filed with the Commission on July 13, 2022, Amendment No. 11 thereto filed with the Commission on October 11, 2022, Amendment No. 12 thereto filed with the Commission on December 2, 2022, Amendment No. 13 thereto filed with the Commission on December 5, 2022, Amendment No. 14 thereto filed with the Commission on December 12, 2022, Amendment No. 15 thereto filed with the Commission on December 14, 2022, Amendment No. 16 thereto filed with the Commission on January 18, 2023, Amendment No. 17 thereto filed with the Commission on February 10, 2023, Amendment No. 18 thereto filed with the Commission on February 16, 2023, Amendment No. 19 thereto filed with the Commission on March 24, 2023, Amendment No. 20 thereto filed with the Commission on October 10, 2023, Amendment No. 21 thereto filed with the Commission on November 24, 2023, Amendment No. 22 thereto filed with the Commission on December 22, 2023, Amendment No. 23 thereto filed with the Commission on February 16, 2024, Amendment No. 24 thereto filed with the Commission on March 19, 2024, Amendment No. 25 thereto filed with the Commission on March 25, 2024, Amendment No. 26 thereto filed with the Commission on March 29, 2024 and Amendment No. 27 thereto filed with the Commission on April 3, 2024 (as amended and supplemented, the “Original Schedule 13D,” and as further amended and supplemented by this Amendment No. 28, the “Schedule 13D”).

Capitalized terms used but not defined in this Amendment No. 28 have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 28 does not modify any of the information previously reported in the Original Schedule 13D.

The tender offer by Compagnie Maritime Belge NV (“CMB” or the “Offeror”) referred to in this Amendment No. 28 has not yet commenced. This Schedule 13D is for informational purposes only, and is neither an offer to purchase nor a solicitation of an offer to sell any Ordinary Shares of the Issuer or any other securities, nor is it a substitute for the Tender Offer Statement on Schedule TO and other necessary filings that the Offeror will file with the Securities and Exchange Commission (the “Commission”), and the Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings that the Issuer will file with the Commission, at the time the tender offer is commenced. Any solicitation and offer to buy Ordinary Shares will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, the Offeror will file with the Commission a Tender Offer Statement on Schedule TO and other necessary filings, and in connection therewith, the Issuer will file with the Commission a Solicitation/Recommendation Statement on Schedule 14D-9 and other necessary filings. The Tender Offer Statement (including an offer to purchase, a related letter of transmittal and certain other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 will contain important information. U.S. holders of Ordinary Shares are urged to read these documents carefully when they become available because they will contain important information that U.S. holders of Ordinary Shares should consider before making any decision with respect to the tender offer. When the tender offer is commenced, the offer to purchase, the related letter of transmittal and the solicitation/recommendation statement and other filings related to the offer will be made available for free at the Commission’s website at www.sec.gov. U.S. holders of Ordinary Shares also may obtain free copies of the Tender Offer Statement and other offer documents that the Offeror will file with the Commission by contacting the information agent for the tender offer that will be named in the Tender Offer Statement and the Solicitation/Recommendation Statement.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the information set forth in Item 4 of this Amendment No. 28, which is incorporated herein by reference, and by adding the following information:

As of the date of this Amendment No. 28, the aggregate outstanding principal amount under the Facilities Agreement related to the Offeror’s mandatory public takeover bid to purchase all outstanding Ordinary Shares of the Issuer that the Offeror and its affiliates did not already own which expired on March 15, 2024, and was consummated on April 3, 2024 (the “Completed Mandatory Bid”), is approximately $500 million.

Item 4. Purpose of the Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

FSMA Order

On September 8, 2024, the Issuer issued a press release announcing that the Market Court in Belgium (the “Market Court”) had issued its ruling on September 6, 2024 which largely rejected the claims brought by certain funds managed by FourWorld Capital Management, LLC (“FourWorld”) in connection with the Completed Mandatory Bid.

FourWorld’s application sought, among other things, to challenge the price paid in the Completed Mandatory Bid, alleging that it did not reflect certain purported special benefits that were allegedly granted to Frontline in connection with the sale of certain vessels by the Issuer to Frontline in addition to the price paid by the Offeror for the shares of the Issuer owned by Frontline. FourWorld also requested that the Market Court order the Offeror to adjust the bid price in the Completed Mandatory Bid to account for these alleged special benefits. In its ruling dated September 6, 2024, the Market Court dismissed the majority of FourWorld’s claims as inadmissible and/or unfounded. However, the Market Court found that the pricing of certain vessels sold by the Issuer to Frontline implied certain special benefits to Frontline. The Market Court calculated these benefits to be $0.52 per share. The Market Court did not order CMB or the Financial Services and Markets Authority of Belgium (the “FSMA”) to increase the bid price, but rather the judgment indicated that the FSMA retained discretionary authority to decide whether such a bid price increase is warranted.

On October 7, 2024, the FSMA ordered CMB to (i) pay $0.52 per share to all shareholders whose shares were validly tendered in the Offers that closed on March 15, 2024 and (ii) reopen the Belgian Offer at an adjusted offer price of $12.66 per share (the “Adjusted Offer Price”). The Adjusted Offer Price takes into account the initial reference price of the Offers of $18.43, increased by $0.52, in accordance with the order by the FSMA, and decreased by $6.29 (the aggregate amount of distributions made by the Issuer since the initial announcement of the Belgian Offer on October 9, 2023).

Additional Payment Relating to the Offers

As ordered by the FSMA in the FSMA Order, CMB will pay to all shareholders whose shares were validly tendered in the Offers that closed on March 15, 2024, an additional $0.52 per share (the “Subsequent Payment”). As CMB previously announced, 69,241,955 Ordinary Shares were validly tendered in the prior Offers. CMB expects to make the Subsequent Payment (totaling approximately $36.0 million) as ordered by the FSMA on October 31, 2024.

The Belgian Reopening and the New U.S. Tender Offer

The FSMA also ordered CMB to reopen its unconditional mandatory public takeover bid (the “Belgian Reopening”) for all Ordinary Shares of the Issuer that CMB and its affiliates do not already own in accordance with the provisions of the Act of 1 April 2007 on takeover bids (the “Takeover Act”) and Chapter III of the Royal Decree of 27 April 2007 on takeover bids (the “Takeover RD”) at the Adjusted Offer Price.

On October 9, 2024 CMB issued a press release announcing that it will commence the Belgian Reopening which will be conducted concurrently with a new tender offer open to shareholders of the Issuer that are resident in the United States (the “New U.S. Tender Offer”) at the Adjusted Offer Price. The Adjusted Offer Price may be reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by the Issuer to its shareholders with a payment date prior to the settlement date of the Belgian Reopening and the New U.S. Tender Offer.

In accordance with the order of the FSMA, the acceptance period of the Belgian Reopening is expected to open at the latest on December 4, 2024. The New U.S. tender offer will be made upon the terms and subject to the conditions set forth in an offer to purchase, letter of transmittal and related documents that CMB will file as part of a tender offer statement on Schedule TO with the Securities and Exchange Commission.

A copy of the press release announcing the Subsequent Payment, the Belgian Reopening and the New U.S. Tender Offer is attached hereto as Exhibit R and incorporated by reference herein.

The Reporting Persons review their respective investments in the Issuer on a continuing basis and may, at any time, determine to increase or decrease their ownership of Ordinary Shares through purchases or sales in the open market, in privately negotiated transactions or by other means. At the time of filing this Amendment No. 28, except as disclosed in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iii) any change in the board of directors or management of the Issuer or any of its subsidiaries, (iv) any material change in the present capitalization or dividend policy of the Issuer, (v) any other material change in the Issuer’s business or corporate structure, (vi) changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association, (viii) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (ix) any action similar to any of those described above. However, the Reporting Persons may, from time to time, engage in discussions, whether initiated by the Reporting Persons or another party, concerning proposals for transactions or other arrangements that may relate to or, if consummated, result in an event described in clauses (i) through (ix) of this paragraph. The Reporting Persons may review and evaluate their investments in the Issuer at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in clauses (i) through (ix) of this paragraph. Further, the Reporting Persons may, from time to time, be involved in discussions which relate to one or more of the matters described in clauses (i) through (ix) of this paragraph. Each of the Reporting Persons disclaims any obligation to report on any plans or proposals with respect to the matters described in clauses (i) through (ix) of this paragraph that develop or occur as a result of any Reporting Person’s role as a director or executive officer of the Issuer and participation in decisions regarding the Issuer’s actions.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:

As of the date of this Amendment No. 28, the aggregate outstanding principal amount under the Facilities Agreement is approximately $500 million.

Item 7. Material to Be Filed as Exhibits

Signatures

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

October 9, 2024

Dated

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 9, 2024.

Exhibit R

PRESS RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL

REOPENING OF THE MANDATORY PUBLIC TAKEOVER BID ON CMB.TECH

Communication in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids.

Antwerp, October 9, 2024, 7h30 a.m. – CMB NV (“CMB”) announced that, pursuant to an order of the Belgian Financial Services and Markets Authority (the “FSMA”) of October 7, 2024, it will (i) make a subsequent additional payment of USD 0.52 (or EUR 0.47) per share to all shareholders who have transferred their shares to CMB in its mandatory public takeover bid for the shares in CMB.TECH NV¹ (“CMB.TECH” and the “Bid”) that expired on March 15, 2024 and (ii) reopen the Bid at an adjusted price of USD 12.66 per share.

FSMA order

On October 7, 2024, the FSMA ordered CMB, in light of the Market Court ruling of September 6, 2024, to increase the bid price by USD 0.52 per share and, more specifically, to:

Subsequent Payment

In accordance with the order of the FSMA, the Subsequent Payment per share will take place on October 31, 2024 and will be made to all (former) shareholders who have validly tendered their shares in the Bid and the concurrent U.S. tender offer during the acceptance period that expired on March 15, 2024. No additional actions are required from such (former) shareholders.

(Former) shareholders that tendered their shares in the U.S. tender offer will receive an additional payment of USD 0.52 per share. (Former) shareholders that tendered their shares in the Belgian offer will receive EUR 0.47 per share, i.e. the equivalent amount of the price increase in euros calculated using the WM/Reuters spot exchange rate for euros per U.S. dollar at 5:00 p.m. CET on the date of the order of the FSMA.

The Subsequent Payment will be made without any conditions or restrictions. If and to the extent that the Subsequent Payment cannot be executed (for reasons beyond the control of CMB), CMB will take necessary actions to ensure that funds are consigned to the Deposit and Consignment Fund (“Deposito- en Consignatiekas”) as per the order of the FSMA.

Reopening of the Bid and concurrent U.S. tender offer

In accordance with the order of the FSMA, CMB will reopen its Bid, which was made on the basis of a prospectus dated 13 February 2024 (the “Prospectus”) and in accordance with the Belgian Law of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids.

The price of the Reopening will be USD 12.66 per share, reduced on a dollar-for-dollar basis by the gross amount per share of any future distributions by CMB.TECH to its shareholders with a payment date prior to the settlement date of the Reopening. This bid price takes into account the initial reference price of the Bid of USD 18.43, which is increased by USD 0.52 in accordance with the order by the FSMA and decreased by USD 6.29, the aggregate amount of distributions made by CMB.TECH since the initial announcement of the Bid on October 9, 2023.²

The closing price of CMB.TECH on the New York Stock Exchange on October 8, 2024 is USD 17.34.

The bid price will be paid in cash. Shareholders tendering Belgian shares in the Reopening will receive an equivalent amount in euros, calculated using the WM/Reuters spot exchange rate for euros per U.S. dollar at 5:00 p.m. CET on the date of the announcement of the results of the acceptance period of the Reopening.

Given CMB.TECH’s listing on Euronext Brussels and the New York Stock Exchange, the Reopening will be comprised of two concurrent offers (i.e., a dual offer), structured as (i) a new U.S. tender offer for CMB.TECH shares held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended), conducted in accordance with applicable U.S. federal securities laws, and (ii) a reopening of the Belgian offer for CMB.TECH shares held by holders wherever located, conducted in accordance with applicable Belgian law.

The reopening of the Belgian offer will take place on the basis of a supplement to the Prospectus that has to be approved by the FSMA and shall be made public. In accordance with the order of the FSMA, the acceptance period of the Reopening is expected to open at the latest on 4 December 2024. The U.S. tender offer will be made upon the terms and subject to the conditions set forth in an offer to purchase, letter of transmittal and related documents that CMB will file as part of a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission.

About CMB

CMB, Compagnie Maritime Belge, is a maritime group with its registered offices in Antwerp. CMB is the major shareholder of CMB.TECH.

More information can be found at www.cmb.be.

About CMB.TECH

CMB.TECH (all capitals) is a diversified and future-proof maritime group that is a pioneer in decarbonising shipping. We own and operate more than 160 vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind ships, tugs and ferries. We also offer hydrogen and ammonia fuel to customers, through own production or third-party producers. The company is headquartered in Antwerp, Belgium, and has offices across Europe, Asia and Africa.

CMB.TECH is listed on Euronext Brussels and the NYSE under the symbol CMBT.

More information can be found at https://cmb.tech.

Important information

This notice is also published in Dutch. If ambiguities should arise from the different language versions, the Dutch version will prevail.

This notice does not constitute a reopening of a bid to purchase securities of CMB.TECH nor a solicitation by anyone in any jurisdiction in respect thereof. If a reopening of a bid to purchase securities of CMB.TECH through a public takeover bid is proceeded with, such reopening will and can only be made on the basis of a supplement to the prospectus approved by the FSMA. Neither this notice nor any other information in respect of the matters contained herein may be supplied in any jurisdiction where a registration, qualification or any other obligation is in force or would be with regard to the content hereof or thereof. Any failure to comply with these restrictions may constitute a violation of the financial laws and regulations in such jurisdictions. CMB and its affiliates explicitly decline any liability for breach of these restrictions by any person.

Additional Information for U.S. Investors and Where to Find It

The tender offer referred to in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of CMB.TECH NV (formerly Euronav NV, “CMB.TECH”) or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the U.S. Securities and Exchange Commission (the “SEC”) by CMB, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by

CMB.TECH. The offer to purchase all the issued and outstanding ordinary shares of CMB.TECH not already owned by CMB and its affiliates will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the tender offer statement on Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. U.S. SHAREHOLDERS OF CMB.TECH ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES. U.S. Shareholders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov, or by directing such requests to the Information Agent for the tender offer that will be named in the tender offer statement on Schedule TO.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding the reopening of the Bid. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on CMB’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, potential discussions by the FSMA and other regulatory authorities, potential legal actions by parties relating to the Market Court’s decision, the outcome of the proceedings pending before the Enterprise Court in Antwerp and the proposed timing of the Subsequent Payment and the Reopening. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, CMB undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.