6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13A-16 OR 15D-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of October 2021

Commission File Number:  000-29106

GOLDEN OCEAN GROUP LTD.

(Translation of registrant's name into English)

Par-la-Ville Place

14 Par-la-Ville Road,

Hamilton, HM 08, Bermuda

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]     Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 99.1 is a press release of Golden Ocean Group Ltd. (the “Company”) dated October 11, 2021, announcing the sale of two older Panamax vessels, Golden Opportunity and Golden Endurer, and an agreement to construct four Kamsarmax vessels.

The information contained in this Report on Form 6-K, except for the commentary of Ulrik Andersen, is hereby incorporated by reference into the Company's Registration Statement on Form F-3 (File No. 333-232709) filed with the U.S. Securities and Exchange Commission with an effective date of July 26, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

GOGL - Sale of two Panamax vessels and agreement to construct four Kamsarmax vessels

Golden Ocean Group Limited (Nasdaq and OSE: GOGL) ("Golden Ocean" or the "Company"), one of the world's largest listed dry bulk shipowners, today announces the sale of two older Panamax vessels, Golden Opportunity and Golden Endurer, and an agreement to construct four Kamsarmax vessels.

The aggregate sale price of the vessels is $37.2 million, and the Company expects to record gain from sale of approximately $4.9 million in Q3 2021 and $5.0 million in Q4 2021 and receive net cash proceed of approximately $22.2 million in Q4. The net cash proceeds will fund close to half of the estimated required equity for the Kamsarmax vessels. The balance will be funded through cash on hand and long-term debt financing to be secured closer to delivery.

The four Kamsarmax vessels are 85,000 dwt ECO-type and are being constructed at the leading Chinese shipyard where the Company currently has three vessels under construction with the same design, giving added benefits in terms of building supervision and subsequently operating efficiency for sister vessels. The vessels will be delivered to the Company in the third and fourth quarter of 2023.

Ulrik Andersen, CEO of Golden Ocean Management AS commented:

"Golden Ocean is committed to maintaining one of the largest and most modern fleet in the industry through our fleet renewal and expansion program and positioning the Company to generate significant cash flows in what we believe is a fundamentally strong dry bulk market outlook. These transactions not only expand our fleet size, but they also continue to improve the fuel efficiency of the fleet, ensuring best-in-class performance at a reduced carbon footprint. Importantly, the newbuild vessels are dual-fuel ready, which provides the Company with the flexibility to evaluate alternatives as the visibility of future emissions-related regulations and technology improves.

Golden Ocean will be offsetting a portion of the cost to construct the new vessels with the net proceeds of the sale of two older less efficient vessels done at attractive prices. The Company will continue to assess opportunities to divest older tonnage at currently attractive levels. Golden Ocean will thereby be able to continue to improve its fleet composition without impacting its dividend capacity.“

October 11, 2021

The Board of Directors

Golden Ocean Group Ltd.

Hamilton, Bermuda

For further queries, please contact:

Ulrik Andersen: Chief Executive Officer, Golden Ocean Management AS

+47 22 01 73 53

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Forward-looking statements:

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.