[SCHEDULE 13D/A] CMB.TECH NV SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Reporting Persons retain a majority position in the Issuer on a post-merger basis (61.6% based on 290,169,769 shares)
• Filing transparently discloses the share issuance, temporary share lending and the expected repayment date (on or about August 21, 2025)
• No reported transactions by the Reporting Persons in the Ordinary Shares during the prior 60 days, indicating no recent active trading by the group

Negative

• Dilution from merger issuance: 95,952,934 new Ordinary Shares were issued to former Golden Ocean shareholders, reducing ownership percentage
• Temporary reduction in economic ownership to approximately 56.6% while 25,807,878 Treasury Shares are lent to DNB Bank ASA
• Short-term uncertainty in outstanding share count due to the share lending agreement which may affect voting calculations until repayment

Insights

Financial Analyst

TL;DR: Merger issuance dilutes reported stake but Reporting Persons remain controlling shareholders.

The Schedule 13D/A records issuance of 95,952,934 new Ordinary Shares to Golden Ocean shareholders and a temporary share-lending of 25,807,878 Treasury Shares to facilitate settlement. The reporting group still holds the largest block (178.7M shares) and, depending on the treatment of lent Treasury Shares, controls between 56.6% and 61.6% of voting power. This is a material ownership update but contains no transactions by the Reporting Persons in the prior 60 days and no changes to voting arrangements disclosed beyond share counts.

Corporate Governance Expert

TL;DR: Ownership change disclosed; governance control appears maintained despite temporary dilution.

The amendment transparently reports the post-merger share issuance and the short-term lending arrangement that temporarily increases the denominator for ownership calculations. From a governance perspective, the reporting individuals and entities retain shared voting and dispositive power over the reported block (178.7M shares). The filing does not disclose any new agreements altering voting rights or director changes; it is a routine but material disclosure of ownership percentage shifts following a corporate transaction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 33)

CMB.TECH NV

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

B38564108

(CUSIP Number)

Ludovic Saverys
Compagnie Maritime Belge NV, De Gerlachekaai 20
Antwerp, C9, 2000
32-3-247-59-11

Keith J. Billotti, Esq.
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. B38564108

1

Name of reporting person

Compagnie Maritime Belge NV

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

BK, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BELGIUM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,726,458.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,726,458.00

11

Aggregate amount beneficially owned by each reporting person

178,726,458.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The reported percentage in line 13 is based on 290,169,769 Ordinary Shares outstanding as of August 20, 2025 (not including the Treasury Shares), as reported in the Issuer's registration statement on Form F-3, as filed with the Securities and Exchange Commission on August 20, 2025.

SCHEDULE 13D

CUSIP No. B38564108

1

Name of reporting person

Saverco NV

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BELGIUM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,750,858.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,750,858.00

11

Aggregate amount beneficially owned by each reporting person

178,750,858.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The Source of Funds in line 4 is as to 24,400 Ordinary Shares owned directly by Saverco NV. The reported percentage in line 13 is based on 290,169,769 Ordinary Shares outstanding as of August 20, 2025 (not including the Treasury Shares), as reported in the Issuer's registration statement on Form F-3, as filed with the Securities and Exchange Commission on August 20, 2025.

SCHEDULE 13D

CUSIP No. B38564108

1

Name of reporting person

Alexander Saverys

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BELGIUM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,750,858.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,750,858.00

11

Aggregate amount beneficially owned by each reporting person

178,750,858.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The reported percentage in line 13 is based on 290,169,769 Ordinary Shares outstanding as of August 20, 2025 (not including the Treasury Shares), as reported in the Issuer's registration statement on Form F-3, as filed with the Securities and Exchange Commission on August 20, 2025.

SCHEDULE 13D

CUSIP No. B38564108

1

Name of reporting person

Ludovic Saverys

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BELGIUM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,750,858.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,750,858.00

11

Aggregate amount beneficially owned by each reporting person

178,750,858.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The reported percentage in line 13 is based on 290,169,769 Ordinary Shares outstanding as of August 20, 2025 (not including the Treasury Shares), as reported in the Issuer's registration statement on Form F-3, as filed with the Securities and Exchange Commission on August 20, 2025.

SCHEDULE 13D

CUSIP No. B38564108

1

Name of reporting person

Michael Saverys

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BELGIUM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 178,750,858.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 178,750,858.00

11

Aggregate amount beneficially owned by each reporting person

178,750,858.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

61.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The reported percentage in line 13 is based on 290,169,769 Ordinary Shares outstanding as of August 20, 2025 (not including the Treasury Shares), as reported in the Issuer's registration statement on Form F-3, as filed with the Securities and Exchange Commission on August 20, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, no par value
(b)	Name of Issuer: CMB.TECH NV
(c)	Address of Issuer's Principal Executive Offices: De Gerlachekaai 20, Antwerp, BELGIUM , 2000.
Item 1 Comment: This Amendment No. 33 (this "Amendment") to Schedule 13D relates to ordinary shares, no par value (the "Ordinary Shares"), of CMB.TECH NV (the "Issuer") and amends and supplements the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 14, 2022, as amended by Amendment No. 1 thereto filed with the Commission on February 23, 2022, Amendment No. 2 thereto filed with the Commission on March 9, 2022, Amendment No. 3 thereto filed with the Commission on April 1, 2022, Amendment No. 4 thereto filed with the Commission on April 4, 2022, Amendment No. 5 thereto filed with the Commission on April 12, 2022, Amendment No. 6 thereto filed with the Commission on April 26, 2022, Amendment No. 7 thereto filed with the Commission on May 4, 2022, Amendment No. 8 thereto filed with the Commission on May 17, 2022, Amendment No. 9 thereto filed with the Commission on May 24, 2022, Amendment No. 10 thereto filed with the Commission on July 13, 2022, Amendment No. 11 thereto filed with the Commission on October 11, 2022, Amendment No. 12 thereto filed with the Commission on December 2, 2022, Amendment No. 13 thereto filed with the Commission on December 5, 2022, Amendment No. 14 thereto filed with the Commission on December 12, 2022, Amendment No. 15 thereto filed with the Commission on December 14, 2022, Amendment No. 16 thereto filed with the Commission on January 18, 2023, Amendment No. 17 thereto filed with the Commission on February 10, 2023, Amendment No. 18 thereto filed with the Commission on February 16, 2023, Amendment No. 19 thereto filed with the Commission on March 24, 2023, Amendment No. 20 thereto filed with the Commission on October 10, 2023, Amendment No. 21 thereto filed with the Commission on November 24, 2023, Amendment No. 22 thereto filed with the Commission on December 22, 2023, Amendment No. 23 thereto filed with the Commission on February 16, 2024, Amendment No. 24 thereto filed with the Commission on March 19, 2024, Amendment No. 25 thereto filed with the Commission on March 25, 2024, Amendment No. 26 thereto filed with the Commission on March 29, 2024, Amendment No. 27 thereto filed with the Commission on April 3, 2024, Amendment No. 28 thereto filed with the Commission on October 9, 2024, Amendment No. 29 thereto filed with the Commission on October 23, 2024, Amendment No. 30 thereto filed with the Commission on November 22, 2024,Amendment No. 31 thereto filed with the Commission on May 30, 2025 and Amendment No. 32 thereto filed with the Commission on August 14, 2025 (as amended and supplemented, the "Original Schedule 13D," and as further amended and supplemented by this Amendment, the "Schedule 13D"). This Amendment No. 33 is being filed solely to report a change in the Reporting Persons' ownership percentage in the Issuer as a result of the Issuer's consummation of a merger with Golden Ocean Group Limited ("Golden Ocean") on August 20, 2025, at which time the Issuer issued an aggregate of 95,952,934 new Ordinary Shares to former Golden Ocean shareholders other than the Issuer. Capitalized terms used but not defined in this Amendment No. 33 have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 33 does not modify any of the information previously reported in the Original Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (e) of the Original Schedule 13D is hereby amended and restated as follows: The aggregate number of Ordinary Shares beneficially owned by each Reporting Person is set forth on line 11 of such Reporting Person's cover sheet and is incorporated herein. The percentage of outstanding Ordinary Shares that may be deemed to be beneficially owned by each Reporting Person is set forth on line 13 of such Reporting Person's cover sheet and is incorporated herein. Such percentage was calculated for each Reporting Person based 290,169,769 Ordinary Shares outstanding as of August 20, 2025 (not including treasury shares), as reported in the Issuer's registration statement on Form F-3, as filed with the Securities and Exchange Commission on August 20, 2025. On August 12, 2025, the Issuer entered into a share lending agreement (the "CMBT Share Lending Agreement") pursuant to which it loaned to DNB Bank ASA 25,807,878 Ordinary Shares held in Treasury (the "Treasury Shares") to help facilitate the timely trading and settlement of Ordinary Shares issued as Merger consideration. For the duration of the CMBT Share Lending Agreement, the Treasury Shares may be considered outstanding. The Reporting Persons' therefore may be deemed to beneficially own approximately 56.6% of the Issuer, based on 315,977,647 outstanding Ordinary Shares for the duration of the CMBT Share Lending Agreement which is expected to be repaid on or about August 21, 2025.
(b)	As of the date of this Schedule 13D, CMB directly owns 178,726,458 Ordinary Shares, and has the shared power to vote or direct the vote, and to dispose or direct the disposition, of 178,726,458 Ordinary Shares. Saverco NV directly owns 24,400 Ordinary Shares, and the Reporting Persons (other than CMB) do not directly own any Ordinary Shares. The Reporting Persons (other than CMB) have the shared power to vote or direct the vote, and to dispose or direct the disposition, of 178,750,858 Ordinary Shares.
(c)	None of the Reporting Persons nor (to the Reporting Persons' knowledge) any person set forth in Item 2 of the Original 13D, has engaged in any transactions in the Ordinary Shares during the past 60 days.
(d)	Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e)	Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Compagnie Maritime Belge NV

Signature:	/s/ Ludovic Saverys
Name/Title:	Ludovic Saverys, Chief Financial Officer
Date:	08/20/2025

Saverco NV

Signature:	/s/ Ludovic Saverys
Name/Title:	Ludovic Saverys, Director
Date:	08/20/2025

Alexander Saverys

Signature:	/s/ Alexander Saverys
Name/Title:	Alexander Saverys
Date:	08/20/2025

Ludovic Saverys

Signature:	/s/ Ludovic Saverys
Name/Title:	Ludovic Saverys
Date:	08/20/2025

Michael Saverys

Signature:	/s/ Michael Saverys
Name/Title:	Michael Saverys
Date:	08/20/2025

FAQ

What stake do the Reporting Persons hold in CMB.TECH (CMBT) after the merger?

The Reporting Persons beneficially own 178,726,458–178,750,858 Ordinary Shares, equal to 61.6% based on 290,169,769 shares outstanding; temporarily ~56.6% if lent Treasury Shares are treated as outstanding.

How many new shares were issued in the merger with Golden Ocean?

The Issuer issued 95,952,934 new Ordinary Shares to former Golden Ocean shareholders other than the Issuer.

Why does the filing mention 315,977,647 outstanding shares and what does that mean?

The Issuer entered a share lending agreement that lent 25,807,878 Treasury Shares to DNB Bank ASA; treating those as outstanding yields 315,977,647 shares for ownership calculations while the loan is active.

When is the share lending agreement expected to be repaid?

The CMBT Share Lending Agreement is expected to be repaid on or about August 21, 2025.

Did the Reporting Persons trade any CMB.TECH shares in the past 60 days?

No. The filing states none of the Reporting Persons engaged in transactions in the Ordinary Shares during the past 60 days.