FLEX LNG Ties Executive Pay to Stock Performance with Million-Dollar Option Package

Rhea-AI Filing Summary

FLEX LNG has announced a significant long-term incentive plan (LTIP) involving the grant of 187,142 synthetic options to management and employees. The options have a five-year term expiring June 24, 2030, with a three-year vesting schedule:

• Exercise price set at $23.75, adjustable for dividend distributions
• Vesting in three equal tranches on June 24 of 2026, 2027, and 2028
• Cash settlement based on share price difference at exercise

Key allocations include 82,724 options to Interim CEO Halfdan Marius Foss and 61,043 options to CFO Knut Traaholt. Notable restrictions include a cap on maximum annual gain for CEO and CFO positions, limited to twice their annual base salary at exercise time. The synthetic options will be settled in cash based on the difference between market price and exercise price at the time of exercise.

Positive

• Implementation of a new long-term incentive plan (LTIP) aligning management interests with shareholders through synthetic options with 5-year term
• Prudent compensation structure with CEO/CFO gains capped at 2x annual base salary, demonstrating good corporate governance

Negative

• None.

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 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number: 001-38904

FLEX LNG Ltd.

(Translation of registrant’s name into English)

Par-La-Ville Place

14 Par-La-Ville Road

Hamilton

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 ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 99.1 is a press release of FLEX LNG Ltd. (the “Company”), dated June 24, 2025, announcing that the Company has approved a long-term incentive plan and has granted synthetic options to certain members of management and employees of the Company.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-268367) with an effective date of December 7, 2022, the Company’s Registration Statement on Form F-3ASR (File No. 333-282473) with an effective date of October 2, 2024 and the Company’s Registration Statement on Form S-8 (File No. 333-275460) with an effective date of November 9, 2023.

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.

	FLEX LNG Ltd. (registrant)
	By:	/s/ Knut Traaholt
		Name: Knut Traaholt
		Title: Chief Financial Officer of Flex LNG Management AS (Principal Financial Officer of FLEX LNG Ltd.)

Date: June 24, 2025

Exhibit 99.1

Flex LNG – Announces Long-term Incentive Plan

June 24, 2025
Hamilton, Bermuda 

The Board of Directors of Flex LNG Ltd (“Flex LNG” or the “Company”) has approved a long-term incentive plan (the “LTIP”) and hereby announces that up to 187,142 synthetic options have today been granted to management and employees of the Company. The synthetic options will have a five-year term expiring June 24, 2030, and will vest over a three-year vesting period as follows:

* 1/3 of the synthetic options will vest on June 24, 2026

* 1/3 of the synthetic options will vest on June 24, 2027

* 1/3 of the synthetic options will vest on June 24, 2028

The exercise price of the synthetic options is USD 23.75. The exercise price will further be adjusted for any distribution of dividends made before the relevant synthetic options are exercised.

The synthetic options granted to the CEO and the CFO are subject to a cap on maximum annual gain equal to two times the annual base salary at the time of exercise of the synthetic options. The synthetic options will be settled in cash based on the difference between the market price of the Company’s shares and the exercise price on the date of exercise. The synthetic options have been granted according to the rules of the Company’s synthetic option scheme approved by the Board of Directors of the Company.

Please see the attached forms of notification of transactions by primary insiders for the granting of the synthetic options.

This information is subject to the disclosure requirements pursuant to article 19 of Regulation EU 596/2014 (MAR) and section 5-12 of the Norwegian Securities Trading Act.

The Board of Directors
Flex LNG Ltd

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL

RESEPONSIBILITIES (PDMR) AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Knut Traaholt
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
a)	Business name	Flex LNG Ltd
b)	LEI code	21380084THHU3MPC3647
4	Details of the transaction(s): Section to be repeated for i) each type of instrument ii) each type pf transaction, iii) each date, and iv) each place where the transaction(s) have been conducted
a)	Description of the financial instrument/type of instrument Identification code	Synthetic options giving a right to cash settlements depending on the development of the share price of the shares of Flex LNG Ltd (ISIN: BMG359472021) Synthetic options relating to the shares of Flex LNG Ltd (ISIN: BMG359472021)
b)	Nature of the transaction	Granting of synthetic options relating to the shares of Flex LNG Ltd
c)	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	61,043
		d)	Aggregated information - Aggregated volume - Aggregated price	61,043 synthetic options NOK 0
e)	Date of the transaction	2025-06-24
f)	Place of the transaction	XOFF – Outside a trading venue

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL

RESEPONSIBILITIES (PDMR) AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Halfdan Marius Foss
2	Reason for the notification
a)	Position/status	Interim Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
a)	Business name	Flex LNG Ltd
b)	LEI code	21380084THHU3MPC3647
4	Details of the transaction(s): Section to be repeated for i) each type of instrument ii) each type pf transaction, iii) each date, and iv) each place where the transaction(s) have been conducted
a)	Description of the financial instrument/type of instrument Identification code	Synthetic options giving a right to cash settlements depending on the development of the share price of the shares of Flex LNG Ltd (ISIN: BMG359472021) Synthetic options relating to the shares of Flex LNG Ltd (ISIN: BMG359472021)
b)	Nature of the transaction	Granting of synthetic options relating to the shares of Flex LNG Ltd
c)	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	82,724
		d)	Aggregated information - Aggregated volume - Aggregated price	82,724 synthetic options NOK 0
e)	Date of the transaction	2025-06-24
f)	Place of the transaction	XOFF – Outside a trading venue

FAQ

What is FLNG's new long-term incentive plan announced in June 2025?

FLEX LNG announced a long-term incentive plan (LTIP) granting up to 187,142 synthetic options to management and employees. These options have a five-year term expiring June 24, 2030, with a three-year vesting period (1/3 vesting each year from 2026-2028). The exercise price is set at USD 23.75, adjustable for dividend distributions.

How many synthetic options were granted to FLNG's CEO and CFO in June 2025?

According to the filing, Interim CEO Halfdan Marius Foss received 82,724 synthetic options, while CFO Knut Traaholt received 61,043 synthetic options. Both grants are subject to a cap on maximum annual gain equal to two times their annual base salary at the time of exercise.

What is the vesting schedule for FLNG's synthetic options granted in 2025?

The synthetic options vest over a three-year period with the following schedule: 1/3 will vest on June 24, 2026, 1/3 will vest on June 24, 2027, and 1/3 will vest on June 24, 2028.

What is the exercise price and expiration date of FLNG's 2025 synthetic options?

The synthetic options have an exercise price of USD 23.75 (adjustable for dividend distributions) and will expire on June 24, 2030. The options will be settled in cash based on the difference between the market price of the Company's shares and the exercise price on the date of exercise.