SCHEDULE 13D/A: CMB.TECH Group Increases Stake in Golden Ocean to 44.5% and Appoints New Directors

A group of reporting persons, including CMB.TECH Bermuda Ltd. and the Saverys family, have increased their beneficial ownership in Golden Ocean Group Limited to approximately 44.5% through recent open market purchases, coinciding with significant changes to the Issuer's Board of Directors.

Summary

• The reporting persons, including CMB.TECH Bermuda Ltd., CMB.TECH NV, Compagnie Maritime Belge NV, Saverco NV, Alexander Saverys, Ludovic Saverys, and Michael Saverys, now beneficially own 88,711,007 common shares of Golden Ocean Group Limited.
• This aggregate ownership represents approximately 44.5% of Golden Ocean's issued and outstanding shares, based on 199,403,293 common shares outstanding as of March 20, 2025.
• Since the initial Schedule 13D filing, CMB.TECH Bermuda Ltd. purchased an additional 7,347,277 shares in the open market.
• The total aggregate purchase price for these additional shares was approximately USD $58.65 million, excluding fees and expenses.
• Open market purchases occurred between March 24, 2025, and March 27, 2025, with average prices ranging from USD $7.8689 to USD $8.1424 per share and NOK 82.1733 to NOK 84.3693 per share.
• On March 21, 2025, Golden Ocean's Board of Directors appointed Mr. Patrick De Brabandere and Mr. Patrick Molis as new directors.
• Concurrently, Messrs. Ola Lorentzon, John Fredriksen, Ben Mills, and Cato Stonex stepped down from their director positions.
• Mr. De Brabandere and Mr. Molis also serve as directors on CMB.TECH NV's Supervisory Board, and Mr. De Brabandere is also a director of Compagnie Maritime Belge NV.

Sentiment

Score: 7

Explanation: The sentiment is positive due to a significant increase in beneficial ownership by a key shareholder group, indicating strong confidence and commitment. The associated board changes further align the major shareholder's interests with the company's governance, which can be viewed favorably by investors.

Positives

• The significant increase in beneficial ownership by the reporting persons, reaching 44.5%, demonstrates a strong commitment and confidence in Golden Ocean Group Limited.
• The appointment of two new directors, Mr. Patrick De Brabandere and Mr. Patrick Molis, who are also associated with CMB.TECH NV and Compagnie Maritime Belge NV, suggests a more aligned and potentially cohesive strategic direction between the major shareholder group and the company's governance.

Future Outlook

The reporting persons have stated that, other than the share acquisitions and board appointments detailed in this amendment and the original Schedule 13D, they do not have any further plans or proposals as of the filing date that would result in actions enumerated in Item 4 of the instructions to Schedule 13D.

Management Comments

• Ludovic Saverys, Director of CMB.TECH Bermuda Ltd. and CFO of CMB.TECH NV and Compagnie Maritime Belge NV, certified that the information set forth in the statement is true, complete, and correct to the best of his knowledge and belief.

Industry Context

This filing primarily details a significant change in beneficial ownership and board composition for Golden Ocean Group Limited, a major player in the dry bulk shipping industry. While not directly addressing broader industry trends, the increased stake by a prominent shipping group like CMB.TECH could signal strategic positioning within the sector, potentially influencing future consolidation or operational strategies in the dry bulk market.

Management Changes

Corporate Governance

Related Party Transactions

• CMB.TECH Bermuda Ltd., a subsidiary of CMB.TECH NV, which is part of the reporting group, purchased 7,347,277 additional shares in the open market for approximately USD $58.65 million.
• The newly appointed directors, Mr. Patrick De Brabandere and Mr. Patrick Molis, also serve as directors on CMB.TECH NV's Supervisory Board, and Mr. De Brabandere is also a director of Compagnie Maritime Belge NV, highlighting the interconnectedness between the Issuer's governance and the major shareholder group.

Stakeholder Impact

• **Shareholders**: The increased beneficial ownership by a major shareholder group (CMB.TECH/Saverys family) to 44.5% could lead to greater stability and a clearer strategic direction, potentially benefiting long-term shareholders. However, it also signifies increased control by a single group, which might reduce the influence of minority shareholders.
• **Management/Employees**: The change in board composition, with new directors linked to the major shareholder, could lead to shifts in management priorities or operational strategies, potentially impacting employees and existing management structures.
• **Creditors**: A more stable and strategically aligned company, potentially under stronger influence of a major shareholder, could be viewed positively by creditors, indicating a more predictable financial future.

Next Steps

• The reporting persons have stated no further plans or proposals beyond the disclosed share acquisitions and board appointments.

Key Dates

Recommendation

Keywords

Golden Ocean Group Limited, CMB.TECH, Schedule 13D/A, Beneficial Ownership, Share Acquisition, Board of Directors, Corporate Governance, Shipping, Dry Bulk, SEC Filing