[6-K] Golden Ocean Group Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Golden Ocean Group Ltd. reported that it has taken key corporate actions to effect a stock-for-stock merger with CMB.TECH NV. The company issued press releases on August 18 and 19, 2025 announcing the merger timetable and that the last day of trading and listing of Golden Ocean common shares will be August 19, 2025, subject to shareholder approval and completion of the Merger. Golden Ocean held a Special General Meeting on August 19, 2025 where all resolutions in the notice were approved, including the merger of Golden Ocean into CMB.TECH Bermuda Ltd., a wholly owned CMB.TECH NV subsidiary, with CMB.TECH Bermuda Ltd. as the surviving entity and CMB.TECH NV as issuer of the merger consideration shares.

Positive

• Shareholder approval secured at the Special General Meeting on August 19, 2025, authorizing the merger.
• Clear timetable signal with an announced last trading and listing day of August 19, 2025, subject to completion, which reduces transaction timing uncertainty.

Negative

• None.

Insights

M&A Specialist

TL;DR: Shareholder approval completed for a stock-for-stock merger; transaction is now positioned to proceed to closing.

The SGM approval is a material corporate milestone that clears a primary regulatory and shareholder hurdle for closing the transaction. Structuring the deal as a stock-for-stock merger with a CMB.TECH Bermuda Ltd. survivor and CMB.TECH NV issuing consideration shares indicates an all-equity exchange rather than a cash deal, which may preserve Golden Ocean's balance sheet liquidity but will dilute current equity holders into the combined capital structure. The announced last trading date of August 19, 2025 signals imminent delisting risk for GOGL shares pending completion. Further material items (regulatory clearances, exact exchange ratio, and closing conditions) are not disclosed in this filing.

Securities Analyst

TL;DR: The company achieved shareholder consent for a merger that will change listing status and replace GOGL equity with CMB.TECH consideration shares.

Approval at the SGM is a decisive event for investors: the announced last trading and listing date (subject to closing) makes GOGL effectively a pending acquisition target with imminent cessation of independent trading. The issuance of merger consideration shares by CMB.TECH NV means current shareholders will receive equity in the acquirer rather than cash, altering future exposure to the combined group's operating profile. Key financial impacts, exchange ratio, and closing timeline are not provided here and are necessary to quantify valuation implications.

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 August 2025

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 [ ]

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” or “Golden Ocean”), dated August 18, 2025, announcing key dates and information in connection with the merger with CMB.TECH NV (the “Merger”).

Attached hereto as Exhibit 99.2 is a press release of the Company, dated August 19, 2025, announcing that the last day of trading and listing of Company common shares will be August 19, 2025, subject to approval at the Special General Meeting of Shareholders (“SGM”) and completion of the Merger.

Attached hereto as Exhibit 99.3 is a press release of the Company, dated August 19, 2025, announcing the Company held the SGM on August 19, 2025 and that all resolution set out in the notice of the SGM were approved, including, among other things, that the stock-for-stock merger of Golden Ocean with and into CMB.TECH Bermuda Ltd., a wholly-owned subsidiary of CMB.TECH NV (NYSE: CMBT & Euronext Brussels: CMBT) with CMB.TECH Bermuda Ltd. as the surviving company, and with CMB.TECH NV as the issuer of the Merger consideration shares has been approved.

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.

	GOLDEN OCEAN GROUP LTD.
	By: /s/ Peder Simonsen
Date: August 19, 2025	Name: Peder Simonsen
	Title: Principal Executive Officer

FAQ

What did Golden Ocean (GOGL) announce about the merger with CMB.TECH NV?

Golden Ocean announced press releases on August 18 and 19, 2025 regarding key dates and that shareholder approval was obtained to merge into CMB.TECH Bermuda Ltd.

When is the last day of trading for Golden Ocean common shares?

The company announced the last day of trading and listing will be August 19, 2025, subject to approval at the SGM and completion of the Merger.

Was shareholder approval obtained for the merger?

Yes. The Special General Meeting on August 19, 2025 approved all resolutions in the notice, including the stock-for-stock merger.

What entity will survive the merger?

CMB.TECH Bermuda Ltd. will be the surviving company, and CMB.TECH NV will issue the merger consideration shares.

Will Golden Ocean shareholders receive cash or shares in the merger?

Shares. The filing states the transaction is a stock-for-stock merger with CMB.TECH NV issuing the consideration shares.