[SCHEDULE 13D/A] Golden Ocean Group Limited SEC Filing

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D reports that on August 20, 2025 CMB.TECH NV, through its subsidiary CMBT Subsidiary, completed a merger in which Golden Ocean Group Limited merged into the CMBT Subsidiary. Each outstanding Golden Ocean share (other than those owned by CMBT, its subsidiary or Golden Ocean) was exchanged for 0.95 ordinary shares of CMB.TECH. CMB.TECH issued an aggregate of 95,952,934 ordinary shares to former Golden Ocean shareholders. As a result, Golden Ocean's shares were cancelled and delisted from the Nasdaq Stock Market and the Oslo Stock Exchange. The Reporting Persons now report beneficial ownership of 0 shares (0%), and the filing constitutes their exit filing.

Positive

• Merger consummated on August 20, 2025 completing the announced transaction
• Share exchange ratio disclosed: each Golden Ocean share exchanged for 0.95 CMB.TECH ordinary shares
• Aggregate issuance of 95,952,934 ordinary shares to former Golden Ocean shareholders

Negative

• Golden Ocean shares cancelled and delisted from Nasdaq and Oslo Stock Exchange effective August 20, 2025
• Reporting Persons reduced to 0% beneficial ownership, constituting an exit filing and ending prior >5% disclosure

Insights

M&A Specialist

TL;DR: A completed cashless share-for-share merger consolidates Golden Ocean into CMB.TECH, issuing almost 96 million new CMB.TECH shares.

The merger is a definitive corporate combination executed via a share exchange at a fixed ratio of 0.95 CMB.TECH ordinary shares per Golden Ocean share, resulting in cancellation and delisting of Golden Ocean shares and issuance of 95,952,934 CMB.TECH shares to former Golden Ocean holders. This structure transfers ownership and economic exposure into CMB.TECH without cash consideration reported here and eliminates Golden Ocean as a separately listed entity.

Corporate Governance Expert

TL;DR: The filing documents a clean exit by previously disclosed reporting persons following consummation of the merger and delisting.

The Schedule 13D amendment serves as an exit filing: the Reporting Persons state beneficial ownership of 0 shares (0%) after the merger. The delisting from two exchanges and cancellation of Golden Ocean shares are material corporate actions affecting minority shareholders and reporting obligations, and they terminate the prior >5% ownership disclosure by these Reporting Persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Golden Ocean Group Limited

(Name of Issuer)

Common Shares, par value $0.05 per share

(Title of Class of Securities)

G39637205

(CUSIP Number)

Ludovic Saverys
CMB.TECH NV, De Gerlachekaai 20
Antwerp, C9, 2000
32-3-247-59-11

Keith J. Billotti
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. G39637205

1

Name of reporting person

CMB.TECH Bermuda Ltd.

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)

AF

5

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

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G39637205

1

Name of reporting person

CMB.TECH 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)

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G39637205

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)

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G39637205

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)

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. G39637205

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. G39637205

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. G39637205

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.05 per share
(b)	Name of Issuer: Golden Ocean Group Limited
(c)	Address of Issuer's Principal Executive Offices: Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, BERMUDA , HM 08.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on March 11, 2025, as amended by Amendment No. 1 filed with the SEC on March 27, 2025, Amendment No. 2 filed with the SEC on April 3, 2025, Amendment No. 3 filed with the SEC on April 24, 2025 and Amendment No. 4 filed with the SEC on May 30, 2025 (the "Schedule 13D") by (i) CMB.TECH Bermuda Ltd. ("CMBT Subsidiary"), (ii) CMB.TECH NV ("CMBT"), (iii) Compagnie Maritime Belge NV ("CMB"), (iv) Saverco NV ("Saverco"), (v) Alexander Saverys, (vi) Ludovic Saverys, and (vii) Michael Saverys (the foregoing corporations and individuals are collectively referred to herein as the "Reporting Persons") with respect to the common shares, par value $0.05 per share (the "Shares") of Golden Ocean Group Limited (the "Issuer"). This Amendment No. 5 is being filed solely to disclose the closing of the merger between CMBT, CMBT Subsidiary and the Issuer. This Amendment No. 5 constitutes an exit filing of the Reporting Persons. Defined terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: On August 20, 2025, CMBT, CMBT Subsidiary and the Issuer consummated the Merger, whereby the Issuer merged with and into CMBT Subsidiary, with CMBT Subsidiary as the surviving company. As consideration, each issued and outstanding Share of the Issuer (other than those Shares owned by CMBT, CMBT Subsidiary, the Issuer or their respective subsidiaries) was exchanged for 0.95 ordinary shares, no par value, of CMBT. CMBT issued an aggregate of 95,952,934 ordinary shares to former Issuer shareholders other than CMBT. As a result of the Merger, all Shares of the Issuer were cancelled and delisted from the Nasdaq Stock Market and Oslo Stock Exchange effective as of August 20, 2025.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a)-(e) of the Schedule 13D are hereby amended and restated as follows: As of the date of this filing the Reporting Persons may be deemed the beneficial owners of 0 Shares, representing 0% of the Issuer's issued and outstanding Shares.
(b)	As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 0 Shares.
(c)	To the best of the Reporting Persons' knowledge, there were no transactions in the Shares effected by the Reporting Persons during the past 60 days and not previously reported.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons.
(e)	As of August 20, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

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.

CMB.TECH Bermuda Ltd.

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

CMB.TECH NV

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

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 happened to Golden Ocean Group Limited (GOGL) shares on August 20, 2025?

As of August 20, 2025 Golden Ocean shares were exchanged in the merger and subsequently cancelled and delisted from Nasdaq and the Oslo Stock Exchange.

What was the exchange ratio in the merger between Golden Ocean and CMB.TECH?

Each issued and outstanding Golden Ocean share (other than exempted shares) was exchanged for 0.95 ordinary shares of CMB.TECH.

How many CMB.TECH shares were issued to former Golden Ocean shareholders?

CMB.TECH issued an aggregate of 95,952,934 ordinary shares to former Golden Ocean shareholders (other than CMBT).

Do the Reporting Persons still hold more than 5% of Golden Ocean after the merger?

No. The Reporting Persons state they are beneficial owners of 0 shares (0%) and ceased to be beneficial owners of more than 5% as of August 20, 2025.

Does this filing include any undisclosed transactions in the past 60 days?

The Reporting Persons state that, to the best of their knowledge, there were no transactions in the Shares during the past 60 days not previously reported.