SCHEDULE: CMB.TECH NV Ownership Shifts Post-Golden Ocean Merger

CMB.TECH NV's major shareholders, including Compagnie Maritime Belge NV, report a change in their beneficial ownership percentage to 61.6% following the merger with Golden Ocean Group Limited and the issuance of new shares.

Summary

• Amendment No. 33 to Schedule 13D reports a change in beneficial ownership percentage for Compagnie Maritime Belge NV, Saverco NV, Alexander Saverys, Ludovic Saverys, and Michael Saverys in CMB.TECH NV.
• The change is a direct result of CMB.TECH NV's merger with Golden Ocean Group Limited, which was consummated on August 20, 2025.
• As part of the merger, CMB.TECH NV issued 95,952,934 new Ordinary Shares to former Golden Ocean shareholders, excluding the Issuer.
• Based on 290,169,769 Ordinary Shares outstanding as of August 20, 2025, the reporting persons collectively beneficially own 178,750,858 Ordinary Shares, representing 61.6% of the class.
• Compagnie Maritime Belge NV directly owns 178,726,458 Ordinary Shares, while Saverco NV directly owns 24,400 Ordinary Shares.
• A share lending agreement was entered into on August 12, 2025, where CMB.TECH NV loaned 25,807,878 Treasury Shares to DNB Bank ASA to facilitate timely trading and settlement of merger consideration shares.
• If these loaned Treasury Shares are considered outstanding, the total outstanding shares would be 315,977,647, reducing the reporting persons' beneficial ownership to approximately 56.6%.

Sentiment

Score: 5

Explanation: The filing is a factual update on beneficial ownership following a merger, providing no explicit positive or negative financial performance indicators or strategic shifts beyond the merger itself. The change in percentage ownership is a mathematical consequence of the merger's share issuance.

Risks

• The share lending agreement for Treasury Shares may temporarily increase the number of outstanding shares, potentially diluting the percentage ownership of existing shareholders, including the reporting persons, to approximately 56.6% for its duration.

Future Outlook

The share lending agreement for 25,807,878 Treasury Shares, entered into to facilitate timely trading and settlement of merger consideration shares, is expected to be repaid on or about August 21, 2025.

Industry Context

This filing reflects the consummation of a significant merger between CMB.TECH NV and Golden Ocean Group Limited, indicating strategic consolidation within the maritime or related technology sectors. Such mergers often aim to achieve synergies, expand market reach, or diversify operations.

Stakeholder Impact

• Shareholders: Existing shareholders, including the reporting persons, experience a dilution in their percentage ownership due to the issuance of 95,952,934 new Ordinary Shares as merger consideration. The temporary share lending agreement further impacts the percentage ownership for its duration.

Next Steps

• Repayment of the CMBT Share Lending Agreement on or about August 21, 2025.

Key Dates

Keywords

CMB.TECH NV, Golden Ocean Group Limited, Schedule 13D, Beneficial Ownership, Merger, Share Issuance, Treasury Shares, Share Lending Agreement, SEC Filing, Corporate Control