Exhibit 99.2

DHT HOLDINGS, INC. Clarendon House 2 Church Street Hamilton HM 11 Bermuda

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			i
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			1
	Q:	Who can I contact with questions about how to vote?	1
	Q:	Why am I receiving these materials?	1
	Q:	What information is contained in this proxy statement?	1
	Q:	Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?	1
	Q:	How may I obtain DHT’s 2025 Annual Report?	1
	Q:	What items of business will be voted on at the annual meeting?	1
	Q:	How does the Board recommend that I vote?	2
	Q:	What shares can I vote?	2
	Q:	What is the difference between holding shares as a shareholder of record and as a beneficial owner?	2
	Q:	How can I attend the annual meeting?	2
	Q:	How can I vote my shares in person at the annual meeting?	3
	Q:	How can I vote my shares without attending the annual meeting?	3
	Q:	Can I change my vote?	3
	Q:	Is my vote confidential?	3
	Q:	How many shares must be present or represented to conduct business at the annual meeting?	4
	Q:	How are votes counted?	4
	Q:	What is the voting requirement to approve each of the proposals?	4
	Q:	Is cumulative voting permitted for the election of directors?	4
	Q:	What happens if additional matters are presented at the annual meeting?	4
	Q:	What should I do if I receive more than one set of voting materials or Notice?	5
	Q:	How may I obtain a separate set of voting materials?	5

	Q:	Who will bear the cost of soliciting votes for the annual meeting?	5
	Q:	Where can I find the voting results of the annual meeting?	5
	Q:	What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?	5
	Q:	How may I communicate with the Board?	6
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			7
	Director Independence		7
	Board Structure and Committee Composition		7
	Director Attendance		11
	Board Refreshment and Diversity		11
	Communications with the Board		11
DIRECTOR COMPENSATION			12
PROPOSALS TO BE VOTED ON			13
	PROPOSAL NO. 1: Election of Jeremy Kramer to the Board		13
	PROPOSAL NO. 2: Ratification of Independent Registered Public Accounting Firm		17
MINORITY INVESTOR ARRANGEMENTS			18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			19
EXECUTIVE OFFICERS			20
EXECUTIVE COMPENSATION			20
	2025 Summary Compensation Table		20
	Report of the Compensation Committee of the Board on Executive Compensation		21
PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES			24
REPORT OF THE AUDIT COMMITTEE OF THE BOARD			25

Time and Date	Thursday, June 18, 2026, 11:00 a.m. (Bermuda time)
Place	Rosewood Bermuda   60 Tucker’s Point Dr., Hamilton Parish, HS 02   Bermuda
Items of Business	(1) To elect Jeremy Kramer to DHT’s Board of Directors, as a Class I director, for a term of three years.
	(2) To ratify the selection of Ernst & Young AS as DHT’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
	(3) To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the meeting.
Internet Availability	We are furnishing proxy materials to our shareholders over the internet. On or about May 5, 2026, we will mail to our shareholders of record a Notice of Proxy Materials containing instructions on how to access our 2026 proxy statement and 2025 annual report via the internet and vote online. The Notice of Proxy Materials also provides instructions on how shareholders can request a paper copy of these materials.
Adjournments and Postponements	Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
Record Date	The record date for the annual meeting is April 23, 2026. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement of the meeting.
Voting	The Board of Directors unanimously recommends that shareholders vote for the election of Jeremy Kramer to the Board of Directors and for the ratification of Ernst & Young AS as DHT’s independent registered public accounting firm.
	Whether or not you plan to attend the annual meeting, we encourage you to read this proxy statement and act promptly to vote your shares by submitting your proxy (a) by telephone or the internet following the voting instructions in the Notice of Proxy Materials or (b) by requesting printed proxy materials over the internet and then completing, signing and dating a proxy card and returning it in the postage-paid envelope provided as soon as possible.

Q:	Who can I contact with questions about how to vote?

A:	If you have any questions or require any assistance with voting your shares, please contact DHT’s proxy solicitor:

Q:	Why am I receiving these materials?

A:

The Board of Directors (the “Board”) of DHT Holdings, Inc. (“DHT”), a corporation organized under the laws of the Republic of the Marshall Islands, is providing these proxy materials to you in connection with DHT’s annual meeting of shareholders (the “annual meeting”), which will take place on June 18, 2026. As a shareholder, you are invited to attend the annual meeting and are entitled and requested to vote on the items of business described in this proxy statement.

Q:	What information is contained in this proxy statement?

A:	The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of DHT’s directors and executive officers and certain other information about DHT.

Q:	Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

A:

We are using the internet as the primary means of furnishing proxy materials to our shareholders. Accordingly, we are sending the Notice of Proxy Materials to each of our shareholders of record as of the close of business on April 23, 2026. The Notice of Proxy Materials contains instructions on how to access the proxy materials and vote your shares over the internet. The Notice of Proxy Materials also contains instructions on how to request a printed copy of the proxy materials, which are first being made available to shareholders at http://www.astproxyportal.com/ast/17692 on or about May 5, 2026. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you request to receive printed proxy materials, you may still access our proxy materials and submit your proxy over the internet. Shareholders may wish to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of our annual meeting.

Q:	How may I obtain DHT’s 2025 Annual Report?

A:

Shareholders may obtain a free copy of our 2025 Annual Report filed on Form 20-F from our website at www.dhtankers.com and through the Securities and Exchange Commission’s EDGAR database on the SEC’s website at www.sec.gov. Shareholders may request a hard copy of the audited financial statements free of charge by sending an email to info@dhtankers.com.

Q:	What items of business will be voted on at the annual meeting?

A:	The items of business scheduled to be voted on at the annual meeting are:

●

The election of Jeremy Kramer to the Board, as a Class I director, for a term of three years; and

●

the ratification of our independent registered public accounting firm for the 2026 fiscal year.

Q:	How does the Board recommend that I vote?

A:	The Board recommends that you vote your shares “FOR” the election of Jeremy Kramer to the Board and “FOR” the ratification of the independent registered public accounting firm for the 2026 fiscal year.

Q:	What shares can I vote?

A:

Each share of common stock, par value $0.01 per share, of DHT (the “Common Stock” or the “shares”), issued and outstanding as of the close of business on April 23, 2026, the record date for the annual meeting (the “record date”), is entitled to be voted on all items of business being voted on at the annual meeting. The record date for the annual meeting is the date used to determine both the number of shares of Common Stock that are entitled to be voted at the annual meeting and the identity of the shareholders of record and beneficial owners of those shares of Common Stock who are entitled to vote those shares at the annual meeting. On the record date for the annual meeting, there were 161,041,637 shares of Common Stock issued and outstanding. Holders of shares of Common Stock outstanding as of the close of business on the record date are entitled to one vote for each share of Common Stock they hold as of such time.

Q:	What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:	Most DHT shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q:	How can I attend the annual meeting?

A:

You are entitled to attend the annual meeting only if you were a DHT shareholder as of the close of business on April 23, 2026 or if you hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance. In addition, if you are a shareholder of record, your name will be verified against the list of shareholders of record on the record date prior to your being admitted to the annual meeting. If you are not a shareholder of record but hold shares through a broker, trustee or other nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to the record date, a copy of the voting instruction card provided by your broker, trustee or other nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the procedures outlined above upon request, you will not be admitted to the annual meeting.

Q:	How can I vote my shares in person at the annual meeting?

A:

Shares held in your name as the shareholder of record may be voted in person at the annual meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

Q:	How can I vote my shares without attending the annual meeting?

A:

Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or other nominee.

Q:	Can I change my vote?

A:

You may change your vote at any time prior to the vote at the annual meeting. If you are the shareholder of record, you may change your vote by granting a new proxy bearing a later date by internet, telephone or mail (which automatically revokes the earlier proxy), by providing a written notice of revocation to DHT’s Corporate Secretary via an email received prior to your shares being voted, or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or other nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person.

Q:	Is my vote confidential?

A:

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within DHT or to third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation. If shareholders provide written comments on their proxy card directed to the Board or management, these comments will be forwarded to the Board or management, respectively.

Q:	How many shares must be present or represented to conduct business at the annual meeting?

A:

The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of the shares of capital stock in DHT (“DHT Capital Stock”) issued and outstanding as of the record date and entitled to vote must be present in person or represented by proxy. As of the record date, shares of Common Stock were the only type of DHT Capital Stock issued and outstanding.

Q:	How are votes counted?

A:	In the election of directors, you may vote “FOR” the nominee or your vote may be “WITHHELD” with respect to the nominee. For the other items of business, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” the abstention has the same effect as a vote “AGAINST.”

Q:	What is the voting requirement to approve each of the proposals?

A:

In the election of directors (Proposal No. 1), the person receiving the highest number of “FOR” votes at the annual meeting will be elected. Proposal No. 2 requires the affirmative “FOR” vote of the holders of a majority of the voting power represented by the shares of DHT Capital Stock present in person or represented by proxy and entitled to vote on that proposal at the annual meeting.

Q:	Is cumulative voting permitted for the election of directors?

A:	No. DHT’s Amended and Restated Articles of Incorporation provide that cumulative voting shall not be used in the election of directors.

Q:	What happens if additional matters are presented at the annual meeting?

A:

Other than the two items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxyholders, Erik A. Lind, Svein Moxnes Harfjeld, Laila C. Halvorsen and Olesya Wehlau, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason Jeremy Kramer is not available as a candidate for director, the persons named as proxyholders will vote your proxy for such other candidate(s) as may be nominated by the Board.

Q:	What should I do if I receive more than one set of voting materials or Notice?

A:

You may receive more than one Notice or, if you request to receive printed proxy materials, you may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy or voting instruction cards. For example, if you are a shareholder of record, your shares are registered in more than one name, you may receive more than one Notice. If you hold your shares in more than one brokerage account, you may receive a separate notice or voting instruction card for each brokerage account in which you hold shares. To make certain all of your shares are voted, please follow the instructions included on the Notice of Proxy Materials on how to access each proxy card and vote each proxy card over the internet or by telephone. If you request to receive printed proxy materials and receive multiple proxy cards or voting instruction cards, please complete, sign, date and return each proxy card and voting instruction card that you receive.

Q:	How may I obtain a separate set of voting materials?

A:

If you share an address with another shareholder and request a printed set of proxy materials, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, please contact D.F. King, who we have retained to assist in this proxy solicitation, at:

Q:	Who will bear the cost of soliciting votes for the annual meeting?

A:

DHT will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes, including the cost of retaining D.F. King to assist with the solicitation of proxies. In addition to the mailing of proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.

Q:	Where can I find the voting results of the annual meeting?

A:	We intend to announce the preliminary voting results at the annual meeting and to publish the final results in a report on Form 6-K following the annual meeting.

Q:	What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?

A:	You may submit proposals, including director nominations, for consideration at future shareholder meetings as indicated below.

Q:	How may I communicate with the Board?

A:	You may submit any communication intended for the Board by directing the communication by email to DHT’s Corporate Secretary at olesya.wehlau@conyers.com, with “DHT Holdings, Inc. – Attention: Erik A. Lind, Chairman” in the subject line.

Name of Director1	Audit	Compensation	Nominating and Corporate Governance	Sustainability Oversight Committee
Erik A. Lind, Chairman	X	X*	X
Svein Moxnes Harfjeld
Jeremy Kramer	X*	X		X
Sophie Rossini	X		X*	X
Ana Zambelli		X	X	X*
Erik Bartnes
X = Committee member * = Chairperson

	●	management’s responsibility for DHT’s financial reporting process, including the development and maintenance of systems of internal accounting and financial controls;
	●	the integrity of DHT’s financial statements and its accounting and financial reporting processes;
	●	DHT’s risk management systems and compliance with legal and regulatory requirements and ethical standards;
	●	the qualifications and independence of DHT’s independent registered public accounting firm;
	●	the performance of DHT’s internal audit function;
	●	the independent registered public accounting firm’s annual audit of DHT’s financial statements;
	●	DHT’s cybersecurity program and initiatives;
	●	related party transactions; and
	●	such other matters as shall be mandated under applicable laws, rules and regulations (including the Securities Exchange Act of 1934 and the rules promulgated thereunder, as amended, as well as listing standards of NYSE).

	●	overseeing the compensation of DHT’s executives;
	●	overseeing the administration of DHT’s compensation and benefits plans, policies and programs;
	●	reviewing and determining director compensation; and
	●	preparing or filing any reports on compensation to the extent required by the rules and regulations of the SEC or as the Compensation Committee otherwise deems necessary or advisable.

	●	identifying individuals qualified to become directors in accordance with criteria approved by the Board and recommending such individuals to the Board for nomination for election to the Board;
	●	making recommendations to the Board concerning committee appointments;
	●	reviewing and making recommendations for executive management appointments;
	●	developing, recommending and annually reviewing corporate governance guidelines for DHT and overseeing corporate governance matters; and
	●	coordinating an annual evaluation of the Board and its Chairman.

	●	overseeing DHT’s strategies and general practices related to ESG matters;
	●	supporting the Board in developing, adopting and implementing ESG-related policies and procedures; and
	●	making recommendations to the Board related to ESG matters.

Annual cash retainer		$	75,000
Additional cash retainer for:
●     Chairman of the Board		$	95,000
●     Chairperson of the Audit Committee		$	35,000
●     Chairperson of the Compensation Committee		$	30,000
●     Chairperson of the Nominating and Corporate Governance Committee		$	25,000
●     Chairperson of the Sustainability Oversight Committee		$	25,000
●     Member of a Committee		$	6,000
Reimbursement for expenses attendant to Board membership		Yes

Jeremy Kramer Director since 2017 Age 64

Mr. Jeremy Kramer previously served on the Board of Directors of Golar LNG Partners and served as Chairman of its Conflicts Committee. He also served on the Board of Directors of 2020 Bulkers Ltd. Mr. Kramer was a Senior Portfolio Manager in the Straus Group at Neuberger Berman from 1998 to 2016, managing equity portfolios primarily for high-net-worth clients. Prior to that, he worked at Alliance Capital from 1994 to 1998, first as a Securities Analyst and then as a Portfolio Manager focused on small and mid-cap equity securities. Mr. Kramer also managed a closed-end fund, the Alliance Global Environment Fund. He worked at Neuberger Berman from 1988 to 1994 as a Securities Analyst. Mr. Kramer earned an M.B.A. from Harvard University Graduate School of Business. He graduated with a B.A. from Connecticut College. Mr. Kramer is a citizen and resident of the U.S.

Erik A. Lind Director since 2005 Age 70

Mr. Erik A. Lind’s professional experience dates back to 1980 and encompasses corporate banking, structured finance, investment & asset management focusing primarily on the maritime shipping sector. Mr. Lind was, until April 2022, the Chief Executive Officer of Oceanic Finance Group Limited (formerly known as Tufton Oceanic Finance Group Limited), a position he held since 2004. Prior to this, he served two years as Managing Director of GATX Capital and six years as Executive Vice President at IM Skaugen ASA. Mr. Lind has also held senior and executive positions with Manufacturers Hanover Trust Company and Oslobanken. Mr. Lind currently serves on the board of Oceanic Finance Group Limited, Stratus Investments Limited and on the advisory board of A.M. Nomikos. Mr. Lind holds a Master of Business Administration degree from the University of Denver. Mr. Lind is a citizen and resident of Norway.

Sophie Rossini Director since 2020 Age 44

Mrs. Sophie Rossini is a Partner and Head of Public Markets of Discretionary at Man Group. She is responsible for overseeing Discretionary’s investment management teams and is a member of the Discretionary management team. Previously, she was Head of Business Management at Man AHL, working closely with the senior management team to set and deliver MAN AHL’s strategic goals, and ensuring smooth operational management of the engine. Prior to this, she was the Head of Relative Value within Man’s external multi-manager business. Prior to joining Man Group in 2008, she was at Atlas Capital. Mrs. Rossini holds an M.A. in Banking and Financial Techniques from Paris-Panthéon-Assas University. Mrs. Rossini is a citizen of France and resident of the United Kingdom.

Svein Moxnes Harfjeld Director since 2025 Age 62

Mr. Svein Moxnes Harfjeld joined DHT on September 1, 2010, and was appointed to serve as a Class II director on October 13, 2025. Mr. Harfjeld has 35 years of experience in the shipping industry. Prior to joining DHT, he was with the BW Group, where he held senior management positions including Group Executive Director, CEO of BW Offshore, Director of Bergesen dy and Director of World-Wide Shipping. Previously, he held senior management positions at Andhika Maritime, Coeclerici and Mitsui O.S.K. He started his shipping career with The Torvald Klaveness Group. Mr. Harfjeld is a citizen of Norway and a resident of the Principality of Monaco.

Erik Bartnes Director since 2026 Age 66

Mr. Erik Bartnes was appointed to serve as a Class II director effective March 1, 2026. Mr. Bartnes was one of the co-founders of Hafnia Tankers in 2010, served as executive chair until the merger between Hafnia Tankers and BW Tankers in January 2019, and has since served as a director on Hafnia’s Board of Directors until 2025. Mr. Bartnes is currently chair of Castel AS and Trobo AS and a board member of Pareto Asset Management AS and Premium Maritime Fund AS, among others. Mr. Bartnes was co-founder of Pareto AS, senior partner from 1988, chair until April 2013; has served as chair of Christiania Shipping A/S, Pareto AS, Pareto Invest AS, Astrup Fearnley Holding AS, its group of companies, Eclipse Drilling AS, Revier Invest AS, and Svele AS, among others; and board member of Eitzen Chemical ASA, Viking Cruises Ltd., Viking Investments (Cayman) Ltd., Jupiter Properties (USA) Ltd., Nordic Tankers AS, Nordic Shipholding AS, Siva Shipping AS and Ugland Shipping AS, among others. Mr. Bartnes holds a LizRerPol degree from University of Fribourg, Switzerland. He is a Norwegian citizen and resident of Switzerland.

Board Diversity Matrix (as of May 5, 2026)1
Foreign Private Issuer	Yes
Total Number of Directors	6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	4	–	–
Part II: Demographic Background
African American or Black	–	–	–	–
Alaskan Native or Native American	–	–		–
Asian	–	–	–	–
Hispanic or Latin	1	–	–	–
Native Hawaiian or Pacific Islander	–	–	–	–
White	1	4	–	–
Two or More Races or Ethnicities	–	–	–	–
LGBTQ+	–	–	–	–
Did Not Disclose Demographic Background	–	–	–	–

Director1		Erik Andreas Lind	Svein Moxnes Harfjeld	Jeremy Kramer	Sophie Rossini	Ana Zambelli	Erik Bartnes
Current or Former CEO	Positions Held	x	x				x
Board Chairman		x				x	x
Board of Non-DHT Public Company		x	x	x		x	x
Marine Transportation	Industry Experience	x	x	x			x
Crude Transportation		x	x	x			x
Non Crude Oil Transportation		x	x	x			x
Oil Trading						x
Operations - Energy			x
Legal/Regulation	Additional Experience & Skills				x
Risk Management		x	x	x	x	x	x
Investment/Capital Allocation		x	x	x	x	x	x
Capital Intensive Business		x	x	x		x	x
Governance		x	x	x	x	x	x
Cross Border Transactions		x	x				x
Merger & Acquisitions		x	x	x	x	x	x
Investment Management		x	x	x	x	x	x
Finance		x	x	x	x	x	x
Marketing		x	x	x	x		x
Human Resources		x	x			x	x
Cyber Security					x
ESG/Climate					x	x

	●	each person or entity known by DHT to beneficially own more than 5% of DHT’s Common Stock;
	●	each member of our Board;
	●	each of our executive officers; and
	●	all current DHT directors and executive officers as a group.

	Number of Shares of Common Stock		Percentage of Shares  of Common Stock (1)
Persons owning more than 5% of a class of our equity securities FMR LLC (2)	24,193,013		15.0%
Dimensional Fund Advisors LP (3)	11,513,966		7.1%
Directors and Executive Officers
Erik A. Lind	132,498		*
Svein Moxnes Harfjeld	1,155,280		*
Jeremy Kramer	71,332		*
Sophie Rossini	81,747		*
Ana Zambelli	-		-
Erik Bartnes	18,000		*
Laila Cecilie Halvorsen	204,216		*
Directors and executive officers as a group (7 persons)	1,663,073		1.0%

*	Less than 1%

1	The above table includes Ana Zambelli, who is retiring at the 2026 Annual Meeting and will not be standing for re-election to our Board of Directors, but who served on the Board of Directors through Fiscal 2025 and the first half of Fiscal 2026.

2

Based on a Schedule 13D/A filed with the SEC on March 16, 2026, by BW Group Limited, as of such date, for purposes of the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), BW Group was deemed to be the beneficial owner of 7,764,504 shares, representing 4.8% of shares of Common Stock. This filing constituted an exit filing as BW Group ceased to be a beneficial owner of more than 5% of the shares of Common Stock. As of March 13, 2026, BW Group was deemed to beneficially own 9,261,181 shares, representing 5.8% of shares of Common Stock. As of March 15, 2025, BW Group was deemed to beneficially own 20,457,995 shares, representing 12.7% of shares of Common Stock. All shares beneficially owned are shares of Common Stock.

(1)	Calculated based on Rule 13d-3(d)(1) under the Exchange Act, using 161,041,637 shares of Common Stock issued and outstanding as of April 23, 2026.

(2)

Based on a Schedule 13G/A filed with the SEC on November 12, 2024, by FMR LLC, which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts. For purposes of the reporting requirements of the Exchange Act, FMR LLC was deemed to be a beneficial owner of such shares as of September 30, 2024. As of September 30, 2024, FMR LLC possessed the sole power to vote or direct the vote of 24,188,658 shares and the sole power to dispose or to direct the disposition of 24,193,013 shares. All shares beneficially owned are shares of Common Stock.

(3)

Based on a Schedule 13G/A filed with the SEC on January 23, 2025, by Dimensional Fund Advisors LP (“Dimensional”), which, as investment manager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts and separate accounts. For purposes of the reporting requirements of the Exchange Act, Dimensional was deemed to be a beneficial owner of such shares as of January 23, 2025. As of January 23, 2025, Dimensional possessed the sole power to vote or direct the vote of 11,513,966 shares and the sole power to dispose or to direct the disposition of 11,681,341 shares. All shares beneficially owned are shares of Common Stock.

Name	Age	Position
Svein Moxnes Harfjeld	62	President & Chief Executive Officer
Laila C. Halvorsen	51	Chief Financial Officer

Executive Officer		Salary(1)		Cash Bonus(2)		Restricted Stock Awards(3)
Svein Moxnes Harfjeld, CEO(4)		$       904,280		$    1,000,000		150,000
Laila C. Halvorsen, CFO(4)		$       321,490		$       450,000		50,000

(1)	In 2025, Mr. Harfjeld was paid a salary in both Norwegian Kroner and Euro and Ms. Halvorsen was paid a salary in Norwegian Kroner. U.S. dollar equivalents calculated using a NOK/USD exchange rate of NOK 10.3912 to $1 and a EUR/USD exchange rate of EUR 0.8965 to $1.

(2)

Amounts reported in this column refer to the annual bonus amounts paid to each of Mr. Harfjeld and Ms. Halvorsen with respect to the year ended December 31, 2025, which were paid in 2026, and do not include the annual bonus amounts paid to each of the CEO and the CFO, during 2025, with respect to the year ended December 31, 2024.

(3)

In January 2025, Mr. Harfjeld was awarded 150,000 shares of restricted stock, of which 30,000 shares vested in January 2026, 30,000 shares will vest in January 2027 and 30,000 shares will vest in January 2028, subject to continued employment with us. The remaining 60,000 shares vested in March 2025, subject to certain market conditions. In January 2025, Ms. Halvorsen was awarded 50,000 shares of restricted stock, of which 12,500 shares vested in January 2026, 12,500 shares will vest in January 2027 and 12,500 shares will vest in January 2028, subject to continued employment with us. The remaining 12,500 shares vested in March 2025, subject to certain market conditions. During the relevant vesting periods of the restricted stock, each executive officer will be credited with additional shares of restricted stock in an amount equal to the value of the dividends that would have been paid on the awarded restricted stock had it been fully vested on the date of grant. These additional shares will be transferred to Mr. Harfjeld and Ms. Halvorsen at the same time as the corresponding shares of restricted stock vest. Amounts reported in this column do not include the awards of 150,000 and 50,000 shares of restricted stock granted to each of Mr. Harfjeld and Ms. Halvorsen, respectively, at the beginning of 2026 based on performance in 2025. For additional details concerning the restricted stock granted in 2025 and 2024, see the section below, “Components of Executive Compensation—Long-term Incentive Program”.

(4)	In 2025, $96,911 and $39,982 were accrued for pension and retirement benefits for Mr. Harfjeld and Ms. Halvorsen, respectively.

	●	overseeing the compensation of DHT’s executives;
	●	overseeing the administration of DHT’s compensation and benefits plans, policies and programs;
	●	reviewing and determining director compensation; and
	●	preparing or filing any reports on executive compensation to the extent required by the rules and regulations of the SEC or as the Compensation Committee otherwise deems necessary or advisable.

	●	attract, retain and motivate highly qualified executives;
	●	pay competitively and consistently within an appropriately defined market;
	●	align executive compensation with shareholder interests; and
	●	link pay to DHT and individual performance.

Fees		2025				2024
Audit Fees (1)		$	859,791			$	640,185
Audit-Related Fees (2)			45,400				66,907
Tax Fees (3)			15,992				8,979
All Other Fees			—				—
Total		$	921,183			$	716,071

(1)

Audit fees for 2025 and 2024 represent fees for professional services provided in connection with the audit of our annual consolidated financial statements, reviews of interim financial statements, statutory audits, and comfort letter services, for the periods ended December 31, 2025 and 2024, respectively.

(2)	Audit-related fees for 2025 consisted of $36,687 in respect of quarterly limited procedures. Audit-related fees for 2024 consisted of $48,801 in respect of quarterly limited procedures.

(3)	Tax fees for 2025 and 2024 represent fees for professional services provided in connection with tax compliance.

	●	management’s responsibility for DHT’s financial reporting process, including the development and maintenance of systems of internal accounting and financial controls;
	●	the integrity of DHT’s financial statements and its accounting and financial reporting processes;
	●	DHT’s risk management systems and compliance with legal and regulatory requirements and ethical standards;
	●	the qualifications and independence of DHT’s independent registered public accounting firm;
	●	the performance of DHT’s internal audit function;
	●	the independent registered public accounting firm’s annual audit of DHT’s financial statements;
	●	DHT’s cybersecurity program and initiatives;
	●	related party transactions; and
	●	such other matters as shall be mandated under applicable laws, rules and regulations (including the Securities Exchange Act of 1934 and the rules promulgated thereunder, as amended, as well as listing standards of NYSE).

1.	The Audit Committee has reviewed and discussed the audited consolidated financial statements for fiscal year 2025 with DHT’s management.

2.	The Audit Committee has discussed with Ernst & Young AS the matters required to be discussed by PCAOB Auditing Standard No. 16, Communication with Audit Committees, as amended or modified.

3.	The Audit Committee has received the letter and written disclosures from Ernst & Young AS required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed the matter of independence with Ernst & Young AS.

4.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee has recommended to the Board, and the Board has approved, that DHT’s audited consolidated financial statements be included in DHT’s Annual Report on Form 20-F for fiscal year 2025, for filing with the SEC.