Cmb.Tech SEC Filings

CMB.TECH NV completed a strategic acquisition of Golden Ocean Group in 2025, initially buying 81,363,730 shares at $14.49 per share for a total purchase price of $1.2 billion and recognizing $172 million of goodwill. Following additional open-market purchases CMB.TECH owned 98,400,204 Golden Ocean shares (≈49.4%) as of June 30, 2025 and announced a stock-for-stock merger based on an exchange ratio of 0.95 CMB.TECH shares per Golden Ocean share, creating a combined group of more than 250 vessels. The filing records significant fleet transactions and disposals that generated material capital gains (including $96.7 million and other gains), newbuild orders for ammonia-powered and hydrogen-capable vessels, a $2.0 billion syndicated facilities agreement to refinance merger-related debt, and capital commitments of $1.9 billion. The report lists extensive risk factors including merger integration, debt service and SOFR volatility, ESG and regulatory compliance, potential litigation, cyber security, and demand shifts away from oil. Interim financial statements were prepared under IAS 34 and Golden Ocean was consolidated as a subsidiary from March 12, 2025.

CMB.TECH NV disclosed that it received a transparency notification from Saverco NV. The company states that the notification is attached as Exhibit 99.1 and that the exhibit is incorporated by reference into its Form F-3 registration statement (File No. 333-289724), which was previously declared effective. The filing confirms the procedural receipt and incorporation of the notification but does not include details within this Form 6-K about the size of Saverco NV's stake or any change in ownership percentages.

This report is limited in scope: it records the existence of the notification and its placement in the company’s registration record but provides no operational, financial, or governance changes. Because the filing does not disclose the notified shareholding level, potential investor impact cannot be assessed from this document alone.

CMB.TECH NV shareholders led by Compagnie Maritime Belge NV reported changes to their Schedule 13D following the Issuer's merger with Golden Ocean Group Limited. The filing states the Issuer issued 95,952,934 new Ordinary Shares as merger consideration, which changed the ownership calculations used by the Reporting Persons.

Based on 290,169,769 Ordinary Shares outstanding immediately after the merger, the Reporting Persons reported 178,726,458–178,750,858 shares, equal to 61.6%. Because the Issuer temporarily lent 25,807,878 Treasury Shares to DNB Bank ASA for settlement, outstanding share count may be treated as 315,977,647, reducing the Reporting Persons' economic ownership to approximately 56.6% for the duration of the lending agreement, expected to be repaid on or about August 21, 2025.

CMB.TECH NV reported that Golden Ocean Group Limited held a Special General Meeting on August 19, 2025, and the company announced it has successfully concluded the merger with Golden Ocean.

The Form 6-K attaches three exhibits: the Golden Ocean press release dated August 19, 2025; CMB.TECH's press release announcing conclusion of the merger; and unaudited pro forma condensed combined financial information illustrating the effects of the merger. The report is signed by CFO Ludovic Saverys.

CMB.TECH NV filed a Form 6-K reporting that it published an EU Exemption Document under Article 1(5)(f) of Regulation (EU) 2017/1129 in connection with a contemplated stock-for-stock merger with Golden Ocean Group Limited. The filing notes that the press release announcing the publication is dated August 14, 2025 and that the EU Exemption Document is attached as Exhibit 99.2, with the press release attached as Exhibit 99.1. The report states this information is incorporated by reference into the company’s Form F-4 (File No. 333-288458), which the SEC declared effective on July 16, 2025. The report is signed by Ludovic Saverys, Chief Financial Officer.

CMB.TECH NV Schedule 13D Amendment No. 32 updates ownership and new financing arrangements. Compagnie Maritime Belge NV (CMB) directly owns 178,726,458 Ordinary Shares, representing 92.02% of the outstanding Ordinary Shares based on 194,216,835 shares reported as of April 1, 2025. Saverco NV and certain Saverys individuals report shared voting and dispositive power over 178,750,858 shares (92.04%). Reporting Persons state no transactions in the past 60 days and note contractual transfer restrictions.

The amendment discloses a new syndicated term loan facility: an aggregate $500,000,000 term loan to refinance existing bridge facilities, with scheduled installments of $100M at 12 months, $50M at 18 months and the remainder at the two-year anniversary. The loan is secured by a pledge of CMB's Ordinary Shares under a Belgian law pledge agreement. CMB also entered a share lending agreement to loan 13,410,448 shares to DNB to facilitate the Golden Ocean merger listing, expected to close August 20, 2025, and terminate no later than August 27, 2025.

CMB.TECH NV filed a Form 6-K attaching a press release dated August 11, 2025 that provides an update on its proposed merger with Golden Ocean Group Limited. The filing states the update includes, but is not limited to, the announcement that Golden Ocean will hold a Special General Meeting of shareholders on August 19, 2025.

The notice is signed by Chief Financial Officer Ludovic Saverys. The filing itself does not disclose further merger terms, vote outcomes, or other transaction specifics.