6-K
Golden Ocean Group Ltd (GOGL)
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 August 2025
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 [ ]
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” or “Golden Ocean”), dated August 18, 2025, announcing key dates and information in connection with the merger with CMB.TECH NV (the “Merger”).
Attached hereto as Exhibit 99.2 is a press release of the Company, dated August 19, 2025, announcing that the last day of trading and listing of Company common shares will be August 19, 2025, subject to approval at the Special General Meeting of Shareholders (“SGM”) and completion of the Merger.
Attached hereto as Exhibit 99.3 is a press release of the Company, dated August 19, 2025, announcing the Company held the SGM on August 19, 2025 and that all resolution set out in the notice of the SGM were approved, including, among other things, that the stock-for-stock merger of Golden Ocean with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) with CMB.TECH Bermuda Ltd. as the surviving company, and with CMB.TECH NV as the issuer of the Merger consideration shares has been approved.
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.
| GOLDEN OCEAN GROUP LTD. | |
|---|---|
| By: /s/ Peder Simonsen | |
| Date: August 19, 2025 | Name: Peder Simonsen |
| Title: Principal Executive Officer |
Exhibit 99.1
GOGL - Golden Ocean and CMB.TECH - Key dates and information for completion of Merger
HAMILTON, Bermuda, 18 August 2025 – Reference is made to the joint stock exchange announcement on 28 May 2025 by Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean“) and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) where it was announced that Golden Ocean would be merging with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH, with CMB.TECH Bermuda as the surviving company, with CMB.TECH as the issuer of the merger consideration shares (the “Merger”).
Reference is further made to the announcement that Golden Ocean on 11 August 2025, where it stated that the parties expected closing of the Merger to take place on or around 20 August 2025, subject inter alia to a positive outcome of the Golden Ocean Special General Meeting on 19 August 2025. Consequently, the key dates and information for the completion of the Merger are expected to be as follows:
| • | Last day of trading in GOGL shares on OSE and NASDAQ: 19 August 2025 |
|---|---|
| • | Effective date for completion of the Merger: 20 August 2025 (before market opening, Central European Summer Time) |
| --- | --- |
| • | First day of trading in the combined company and the CMB.TECH shares on OSE and the NYSE: 20 August 2025 |
| --- | --- |
| • | Record date for delivery of CMB.TECH shares to former GOGL shareholders on OSE: 21 August 2025 |
| --- | --- |
| • | Record date for delivery of CMB.TECH shares to former GOGL shareholders on the NYSE: 20 August 2025 |
| --- | --- |
| • | Delivery of CMB.TECH shares to former GOGL shareholders on OSE: 22 August 2025 |
| --- | --- |
| • | Delivery of CMB.TECH shares to former GOGL shareholders on the NYSE: 21 August 2025 |
| --- | --- |
| • | ISIN/CUSIP for CMB.TECH: BE 0003816338 / B38564108 |
| --- | --- |
| • | Transferor company: Golden Ocean Group Limited |
| --- | --- |
| • | Transferee company: CMB.TECH Bermuda Ltd. |
| --- | --- |
| • | Issuer of Merger consideration shares: CMB.TECH NV |
| --- | --- |
The completion of the Merger will occur prior the scheduled reporting of the second quarter and thereby Golden Ocean will not issue a separate report for the second quarter and first half of the year. The Q2 2025 results for Golden Ocean will be published as part of the CMB.TECH’s Q2 2025 results.
About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. The Golden Ocean fleet consists of 89 vessels, with an aggregate capacity of approximately 13.5 million deadweight tonnes. Golden Ocean’s ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol “GOGL”.
For further queries, please contact:
Peder Simonsen, CEO of Golden Ocean Management AS
Telephone: +47 22 01 73 40
Randi Navdal Bekkelund, CFO of Golden Ocean Management AS
Telephone: +47 22 01 73 40
Exhibit 99.2
GOGL - Golden Ocean and CMB.TECH - Last Day of Trading in Golden Ocean shares
HAMILTON, Bermuda, 19 August 2025 – Reference is made to the stock exchange announcement on 18 August 2025 by Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean”) relating to the key dates for completion of the merger between Golden Ocean and CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (the “Merger”).
Subject to timely approval by today’s Special General Meeting in Golden Ocean and completion of the Merger as set out therein, the last day of trading in and listing of the Golden Ocean shares will be today, 19 August 2025.
For further details on the timeline for completion of the Merger, see announcement on 18 August 2025.
About Golden Ocean
Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. The Golden Ocean fleet consists of 89 vessels, with an aggregate capacity of approximately 13.5 million deadweight tonnes. Golden Ocean’s ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol “GOGL”.
For further queries, please contact:
Peder Simonsen, CEO of Golden Ocean Management AS
Telephone: +47 22 01 73 40
Randi Navdal Bekkelund, CFO of Golden Ocean Management AS
Telephone: +47 22 01 73 40
Exhibit 99.3
GOGL - Results of the Special General Meeting
HAMILTON, Bermuda, 19 August 2025 – Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) (“Golden Ocean”) advises that a Special General Meeting (“SGM”) of the shareholders of Golden Ocean was held today, 19 August 2025, at 09:00 (local time) at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08.
All resolutions set out in the notice of the SGM were approved by the shareholders, meaning that, among other things, the stock-for-stock merger of Golden Ocean with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) (“CMB.TECH”) with CMB.TECH Bermuda Ltd. as the surviving company, and with CMB.TECH as the issuer of the merger consideration shares (the “Merger”), has been approved.
Pursuant to the terms of the Merger, each outstanding common share of Golden Ocean will be cancelled and exchanged for newly issued CMB.TECH ordinary shares at an exchange ratio of 0.95 ordinary shares of CMB.TECH for each common share of Golden Ocean.
For further settlement details and key dates for the Merger, please refer to Golden Ocean’s stock exchange announcement of 18 August 2025.
The Board of Directors
Golden Ocean Group Limited
Hamilton, Bermuda
19 August 2025