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. 30)*

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)

November 22, 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. 30 (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, Amendment No. 27 thereto filed with the Commission on April 3, 2024, Amendment No. 28 thereto filed with the Commission on October 9, 2024 and Amendment No. 29 thereto filed with the Commission on October 23, 2024 (as amended and supplemented, the “Original Schedule 13D,” and as further amended and supplemented by this Amendment No. 30, the “Schedule 13D”).

Capitalized terms used but not defined in this Amendment No. 30 have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 30 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. 30 commenced on October 23, 2024 and expired on November 21, 2024. 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. The Offeror filed a Tender Offer Statement on Schedule TO (the “Tender Offer Statement”) with the Commission, and the Issuer filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with the Commission relating to the New U.S. Tender Offer, which was made pursuant to the Offer to Purchase dated October 23, 2024 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer to Purchase, the related Letter of Transmittal and the Issuer’s Schedule 14D-9 and other filings related to the tender offer are available for free at the Commission’s website at www.sec.gov.

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. 30, which is incorporated herein by reference.

Item 4. Purpose of the Transaction

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

Expiration of the New Offers

On November 22, 2024, CMB issued a press release (which is filed as Exhibit U hereto and is incorporated by reference herein) announcing that the Acceptance Period of the New Offers expired on November 21, 2024, and a total of 1,579,159 Ordinary Shares were validly tendered and not withdrawn in the New Offers. CMB has accepted all such tendered Ordinary Shares for payment. Payment of the Offer Price for tendered shares will take place on November 27, 2024. Based upon the number of Ordinary Shares that CMB has accepted for payment, CMB may be deemed to beneficially own an aggregate of 1,579,159, or 92.02% of the outstanding Ordinary Shares, as of the date of this Schedule 13D. CMB intends to fund payments to tendering shareholders of approximately $20.0 million with borrowings under the Reopening Acquisition Bridge Facility. After giving effect to the settlement of the New Offers, CMB expects the aggregate outstanding principal amount under the Amended Facilities Agreement to be approximately $520 million.

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. 30, 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 this Schedule 13D is hereby amended and supplemented by adding the following information:

The information set forth under Item 3 and Item 4 is incorporated herein by reference. Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

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.

November 22, 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 November 22, 2024.

Exhibit U

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

Results of the reopening of the public takeover bid on CMB.TECH NV

Antwerp, November 22, 2024, 10 p.m. – CMB NV (“CMB” or the “Bidder”) announced that the acceptance period of the reopening of its public takeover bid on all shares in CMB.TECH NV (“CMB.TECH”) not already owned by CMB or persons affiliated with it (the “Reopening”) expired on November 21, 2024.

During the acceptance period of the Reopening, 1,579,159 shares in CMB.TECH, were tendered into the bid. Of those shares, 635,131 shares were tendered in the reopened Belgian offer and 944,028 shares were tendered in the new U.S. offer.

As a result, the Bidder will own a total of 178,726,458 shares in CMB.TECH. Taking into account the 25,807,878 treasury shares held by CMB.TECH and the 24,400 shares held by Saverco NV, the Bidder and persons affiliated with it together will own 204,558,736 shares. This represents 92.04% of the voting rights in CMB.TECH.

Payment of the offer price for the tendered shares will take place on November 27, 2024.

Shareholders that have tendered in the new U.S. offer will receive the offer price of USD 12.66 per share. Shareholders that have tendered in the reopened Belgian Offer will receive EUR 12.16 per share, i.e. the equivalent amount of the offer price 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 this press release, in accordance with the supplement to the prospectus.

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. We own and operate more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, tugboats 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 ticker symbol CMBT.

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

Disclaimer

This press release 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 takeover bid to purchase securities of CMB.TECH nor a solicitation by anyone in any jurisdiction with respect to CMB.TECH. The public takeover bid is only reopened on the basis of the 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 persons affiliated with it explicitly decline any liability for breach of these restrictions by any person.

Additional Information for U.S. Holders

This press release is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell any securities of CMB.TECH. The new U.S. offer was made pursuant to an offer to purchase and a related letter of transmittal and other materials. CMB filed a tender offer statement on Schedule TO with the SEC with respect to the new U.S. offer on October 23, 2024, as amended or supplemented from time to time, and CMB.TECH filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the new U.S. offer on October 23, 2024, as amended or supplemented from time to time. The new U.S. offer expired on November 21, 2024. You may obtain a free copy of these documents and other documents at the SEC’s website at www.sec.gov.

Forward-Looking Statements

This press release contains forward-looking statements related to the reopening of the public takeover bid by CMB on CMB.TECH. 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 these forward-looking statements. Such risks and uncertainties include, among others, potential legal actions by parties relating to the Market Court’s decision and the outcome of the proceedings pending before the Enterprise Court in Antwerp. 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.