CMB.TECH publishes EU Exemption Document tied to Golden Ocean merger

Rhea-AI Filing Summary

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.

Positive

• Published EU Exemption Document on August 14, 2025, completing a regulatory disclosure step
• Incorporation into Form F-4 (File No. 333-288458) which was declared effective on July 16, 2025

Negative

• None.

Insights

Corporate Transactions Analyst

TL;DR: CMB.TECH published a required EU exemption document tied to a contemplated stock-for-stock merger with Golden Ocean.

The filing confirms publication of an EU Exemption Document dated August 14, 2025, which is a regulatory disclosure step for cross-border securities offers under Regulation (EU) 2017/1129.

It also states the document and press release are incorporated into the company’s Form F-4 registration statement (File No. 333-288458), declared effective on July 16, 2025, indicating the merger-related U.S. disclosure record is active.

Legal/Regulatory Counsel

TL;DR: The company fulfilled an EU disclosure requirement by publishing an exemption document and formally incorporated it into its F-4 filing.

The report explicitly references Article 1(5)(f) of Regulation (EU) 2017/1129, showing reliance on an EU exemption pathway for the contemplated transaction’s offer materials.

This filing documents compliance steps; it does not disclose transaction terms, timing, or shareholder votes.

Form 6-K: How Foreign Companies Report to the SEC →

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-36810

CMB.TECH NV

De Gerlachekaai 20

2000 Antwerpen

Belgium

(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 copy of the press release of CMB.TECH NV (the “Company”), dated August 14, 2025, announcing the publication of an exemption document in accordance with Article 1 (5) (f) of Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 (the “EU Exemption Document”) in connection with the contemplated stock-for-stock merger with Golden Ocean Group Limited.

Attached hereto as Exhibit 99.2 is a copy of the EU Exemption Document.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-4 (File No. 333-288458) that was filed with the U.S. Securities and Exchange Commission and declared effective July 16, 2025.

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.

	CMB.TECH NV
	(Registrant)
Dated: August 15, 2025
	By:	/s/ Ludovic Saverys
		Ludovic Saverys
		Chief Financial Officer

FAQ

What did CMB.TECH (CMBT) file in the Form 6-K?

The company published an EU Exemption Document and a press release (Exhibits 99.2 and 99.1) related to the contemplated stock-for-stock merger with Golden Ocean.

When was the EU Exemption Document published?

The press release announcing publication is dated August 14, 2025.

Is this information included in any U.S. registration statement?

Yes. The Form 6-K states the information is incorporated by reference into the company’s Form F-4 (File No. 333-288458), declared effective on July 16, 2025.

Does the Form 6-K disclose merger terms or timing?

No. The filing only announces publication of the EU Exemption Document and incorporation by reference; it does not provide transaction terms, consideration ratios, or timing.

Who signed the Form 6-K for CMB.TECH?

The report is signed by Ludovic Saverys, Chief Financial Officer.