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SCHEDULE 13D/A 0001604481 XXXXXXXX LIVE 4 Common Shares, par value $0.05 per share 05/28/2025 false 0001029145 G39637205 Golden Ocean Group Limited Par-la-Ville Place 14 Par-la-Ville Road Hamilton D0 HM 08 Ludovic Saverys 32-3-247-59-11 CMB.TECH NV De Gerlachekaai 20 Antwerp C9 2000 Keith J. Billotti 212574-1200 Seward & Kissel LLP One Battery Park Plaza New York NY 10004 Y CMB.TECH BERMUDA LTD. AF N D0 0.00 98400204.00 0.00 98400204.00 98400204.00 N 49.4 CO *The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025. 0001604481 N CMB.TECH NV OO N C9 0.00 98400204.00 0.00 98400204.00 98400204.00 N 49.4 CO *The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025. Y COMPAGNIE MARITIME BELGE NV OO N C9 0.00 98400204.00 0.00 98400204.00 98400204.00 N 49.4 CO *The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025. Y SAVERCO NV OO N C9 0.00 98400204.00 0.00 98400204.00 98400204.00 N 49.4 CO *The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025. Y ALEXANDER SAVERYS OO N C9 0.00 98400204.00 0.00 98400204.00 98400204.00 N 49.4 IN *The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025. Y LUDOVIC SAVERYS OO N C9 0.00 98400204.00 0.00 98400204.00 98400204.00 N 49.4 IN *The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025. Y MICHAEL SAVERYS OO N C9 0.00 98400204.00 0.00 98400204.00 98400204.00 N 49.4 IN * The reported percentage is based on 199,403,293 common shares of the Issuer outstanding as of March 20, 2025 as reported by the Issuer in its Form 20-F filed on March 20, 2025. Common Shares, par value $0.05 per share Golden Ocean Group Limited Par-la-Ville Place 14 Par-la-Ville Road Hamilton D0 HM 08 This Amendment No. 4 ("Amendment No. 4") 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 and Amendment No. 3 filed with the SEC on April 24, 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. 4 is being filed solely to disclose, and file as an exhibit, a definitive agreement and plan of merger between CMBT, CMBT Subsidiary and the Issuer. There are no material changes to Item 2 of the Schedule 13D. The information set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: The information included in Item 4 of this Amendment No. 4 is hereby incorporated by reference into this Item 3. The information set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: On May 28, 2025, CMBT, CMBT Subsidiary and the Issuer entered into a definitive agreement and plan of merger (the "Merger Agreement"), pursuant to which the parties have agreed, subject to the terms and conditions of the Merger Agreement, to effect a stock-for-stock merger (the "Merger"), with Issuer merging with and into CMBT Subsidiary, with CMBT Subsidiary as the surviving company (the "Surviving Company"). Upon the terms and subject to the conditions of the Merger Agreement, each of the Issuer's issued and outstanding common shares, par value $0.05 per share, (other than those common shares owned by CMBT, CMBT Subsidiary, the Issuer or any of their respective subsidiaries) will be automatically cancelled and converted into the right to receive 0.95 (the "Exchange Ratio") ordinary shares, par value $0.01 per share, of CMBT (the "Merger Consideration") in the following manner: first, each issued and outstanding Issuer common share (other than those common shares owned by CMBT, CMBT Subsidiary, the Issuer or any of their respective subsidiaries) shall be automatically converted into one share of the Surviving Company (by way of cancellation of such Issuer common share and issuance of a Surviving Company share in consideration thereof); and second, each such Surviving Company share shall be automatically exchanged for the right to receive 0.95 ordinary shares in CMBT (subject to customary adjustments, including to reflect any share issuances or repurchases or the declaration and/or payments of dividends or other distributions). Upon completion of the Merger, CMBT would issue approximately 95,952,934 new ordinary shares, assuming the Exchange Ratio is not adjusted pursuant to the Merger Agreement. The Merger is expected to result in CMBT shareholders owning approximately 70% (or 67% excluding treasury shares) of the total issued share capital of CMBT and the former Issuer shareholders owning approximately 30% (or 33% excluding treasury shares) of the total issued share capital of CMBT, assuming the Exchange Ratio is not adjusted pursuant to the Merger Agreement. The Merger Agreement has been unanimously approved by CMBT's supervisory board and by the Issuer's board of directors (the "Issuer Board of Directors") and its special transaction committee composed solely of disinterested directors of the Issuer Board of Directors (the "Transaction Committee"). Completion of the Merger is subject to customary closing conditions, including, among others specified in the Merger Agreement: (i) the approval of the Merger by Issuer's shareholders at the special meeting convened for the purpose of voting to approve the Merger and certain other matters (the "Issuer Shareholder Meeting"); (ii) the declaration of effectiveness by the SEC of a Registration Statement on Form F-4 under the Securities Act of 1933, including a prospectus with respect to the CMBT ordinary shares constituting the Merger Consideration; (iii) the CMBT ordinary shares constituting the Merger Consideration having been approved for listing on the New York Stock Exchange; and (iv) certain antitrust approvals and other approvals specified in the Merger Agreement. Subject to satisfaction of certain conditions, CMBT Subsidiary has agreed that at the Golden Ocean Shareholder Meeting, CMBT Subsidiary shall, among other things, vote all of its common shares of the Issuer in favor of the Merger. However, in the event that Issuer Board of Directors or Transaction Committee has made an adverse recommendation that has not been rescinded or otherwise withdrawn, the foregoing obligations of the CMBT Subsidiary shall not apply, and CMBT Subsidiary may vote the common shares of the Issuer held by CMBT Subsidiary in any manner it determines. Item 5(a)-(e) of the Schedule 13D are hereby amended and restated as follows: According to information provided in the Issuer's Annual Report on Form 20-F filed on March 20, 2025, the Issuer had 199,403,293 Shares issued and outstanding as of March 20, 2025. Based on the foregoing, as of the date of this filing the Reporting Persons may be deemed the beneficial owners of 98,400,204 Shares, representing approximately 49.4% of the Issuer's issued and outstanding Shares. As of the date of this filing the Reporting Persons may be deemed to have the shared power to vote and dispose of 98,400,204 Shares. 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. 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. Not applicable. The information set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information thereto: The information included in Item 3 and Item 4 of this Amendment No. 4 is hereby incorporated by reference into this Item 6. Exhibit A: Agreement and Plan of Merger, dated May 28, 2025, between CMB.TECH NV, Golden Ocean Group Limited and CMB.TECH Bermuda Ltd. (incorporated by reference to Exhibit 99.2 of CMB.TECH NV's Current Report on Form 6-K, filed with the SEC on May 30, 2025). CMB.TECH BERMUDA LTD. /s/ Ludovic Saverys Ludovic Saverys, Director 05/30/2025 CMB.TECH NV /s/ Ludovic Saverys Ludovic Saverys, Chief Financial Officer 05/30/2025 COMPAGNIE MARITIME BELGE NV /s/ Ludovic Saverys Ludovic Saverys, Chief Financial Officer 05/30/2025 SAVERCO NV /s/ Ludovic Saverys Ludovic Saverys, Director 05/30/2025 ALEXANDER SAVERYS /s/ Alexander Saverys Alexander Saverys 05/30/2025 LUDOVIC SAVERYS /s/ Ludovic Saverys Ludovic Saverys 05/30/2025 MICHAEL SAVERYS /s/ Michael Saverys Michael Saverys 05/30/2025