SCHEDULE: Astaris Capital Discloses 6.9% Stake in KNOT Offshore

Astaris Capital Management and its affiliates have disclosed a 6.9% beneficial ownership stake in KNOT Offshore Partners LP, engaging in discussions regarding a non-binding acquisition offer from Knutsen NYK Offshore Tankers AS.

Summary

• Astaris Capital Management LLP, Astaris Capital Management (UK) Limited, Astaris Capital Management (Cayman) Limited, and Martin Beck (collectively, "Reporting Persons") have filed an Amendment No. 2 to Schedule 13D.
• The Reporting Persons beneficially own 2,332,676 Common Units of KNOT Offshore Partners LP, which constitutes 6.9% of the outstanding Common Units.
• This ownership is based on 33,818,707 Common Units outstanding as of November 6, 2025.
• The Reporting Persons acquired these securities for investment purposes and intend to continuously review their investment.
• Knutsen NYK Offshore Tankers AS ("KNOT") delivered a non-binding offer on October 31, 2025, to acquire all outstanding Common Units not already beneficially owned by KNOT for cash.
• The Reporting Persons have discussed and may continue to discuss the Offer Letter and the Issuer's business, strategy, and governance with management, the Board, other shareholders, and third parties.
• Funds for the acquisition came from the working capital of private funds and managed account clients advised by Astaris Capital Management LLP.

Sentiment

Score: 7

Explanation: The disclosure of a significant stake by an investment firm, coupled with active engagement regarding a non-binding acquisition offer, suggests potential positive catalysts for the Issuer's unit price. However, the non-binding nature of the offer and the investor's flexibility to dispose of units introduce some uncertainty.

Positives

• A significant institutional investor, Astaris Capital Management, has taken a 6.9% stake, indicating confidence in KNOT Offshore Partners LP's value.
• The Reporting Persons are actively engaging with the Issuer's management and board regarding a non-binding acquisition offer, potentially advocating for shareholder value.
• The non-binding offer from Knutsen NYK Offshore Tankers AS could lead to a liquidity event or a higher valuation for existing unitholders.

Negatives

• The acquisition offer from KNOT is non-binding, meaning there is no guarantee it will materialize or be accepted.
• The Reporting Persons' stated intention to review their investment on a continuing basis, including potentially disposing of units, introduces uncertainty regarding future share price stability.

Risks

• The Issuer's financial position and strategic direction could negatively impact the investment.
• Price levels of the Common Units are subject to market conditions and could fluctuate.
• Various laws and regulations applicable to the Issuer and its industry could affect operations and profitability.
• General economic and industry conditions may impact the Issuer's performance and the value of the Common Units.
• The non-binding offer from KNOT may not result in a definitive transaction, or the terms may change.

Future Outlook

The Reporting Persons intend to continuously review their investment in KNOT Offshore Partners LP and may take various actions, including acquiring or disposing of additional units. They are also actively engaging in discussions with the Issuer's management and board regarding the non-binding acquisition offer from Knutsen NYK Offshore Tankers AS, which could lead to a strategic transaction.

Industry Context

This filing highlights ongoing consolidation or strategic interest within the offshore shipping or energy infrastructure sector, specifically concerning shuttle tankers. The non-binding offer from KNOT, a major player, suggests potential strategic realignments or value realization opportunities for KNOT Offshore Partners LP.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 in the last five years.

Related Party Transactions

• All securities reported are directly owned by advisory clients of Astaris Capital Management LLP.
• None of these advisory clients are deemed to beneficially own more than 5% of the Common Units individually.

Stakeholder Impact

• Shareholders: Potential for increased unit price due to the non-binding acquisition offer and active investor engagement. Uncertainty remains until a definitive transaction, if any, is announced.
• Management/Board: Increased scrutiny and engagement from a significant unitholder regarding strategic direction and the acquisition offer.

Next Steps

• Reporting Persons will continue to review their investment in KNOT Offshore Partners LP.
• Reporting Persons may acquire or dispose of additional Common Units or other securities of the Issuer.
• Reporting Persons may continue discussions with management, the Board, other shareholders, and third parties regarding the non-binding offer from KNOT and the Issuer's business, strategy, and governance.

Key Dates

Recommendation

The filing indicates a significant institutional investor's stake and active engagement regarding a non-binding acquisition offer, which could be a positive catalyst. However, the offer is non-binding, and the investor retains flexibility to sell, introducing uncertainty. A 'hold' recommendation is appropriate given the potential upside from the offer balanced by the inherent risks and non-committal nature of the current situation.

Keywords

KNOT Offshore Partners LP, KNOT, Astaris Capital Management, Schedule 13D, Beneficial Ownership, Common Units, Limited Partner Interests, Acquisition Offer, Knutsen NYK Offshore Tankers, Investment, Shareholder Activism, SEC Filing