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 2022

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 4, 2022, announcing that the Company’s board of directors authorized a share buy-back program of $100 million.

The information contained in this Report on Form 6-K, except for the commentary of Mr. Ulrik Andersen, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-266220) filed with the U.S. Securities and Exchange Commission with an effective date of July 19, 2022.

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 – Share buy-back program

The Board of Directors of Golden Ocean Group Limited (OSE/NASDAQ: GOGL) has on October 4, 2022, authorized a share buy-back program of maximum USD 100 million to purchase up to an aggregate of 10,000,000 of the Company's common shares for a period up to 12 months, commencing October 4, 2022. The maximum amount to be paid per share is USD 10.0, or equivalent in NOK for shares acquired at Oslo Stock Exchange.

The share buy-backs will be carried out by way of repurchases in the market, both on the Oslo Stock Exchange and on NASDAQ. The Company will report buy-backs carried out continuously and in accordance with the disclosure requirements of the Oslo Stock Exchange.

The Company is not obligated under the terms of the program to repurchase any of its common shares. The timing and amount of any repurchase will depend on alternative uses of capital, legal requirements, market conditions, stock price, and other factors, in the discretion of the Board.

Ulrik Uhrenfeldt Andersen, Chief Executive Officer, comments:

«The uncertainty in the global economy has impacted capital markets and near-term dry bulk freight sentiment. Following the recent share price development, we find it in our shareholders’ interest that the Company has the authorization to repurchase our common stock as part of its capital allocation strategy. Given the strength of our balance sheet and our constructive long-term market outlook, the Board has decided to add the opportunity to allocate part of our financial resources to pursue such share buyback. This plan reflects our confidence in the market and our strategy to invest for long-term shareholder return».

October 4, 2022

Hamilton, Bermuda

For more info please contact:

Peder Simonsen, Chief Financial Officer of Golden Ocean Management AS.

Telephone +47 22 01 73 40

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to 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.