UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

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Core Viewpoint - Hemen Holding Limited has agreed to sell approximately 40.8% of its shares in Golden Ocean Group Limited to CMB.TECH for about USD 1,179 million, marking a significant transaction in the drybulk shipping industry [1][2]. Group 1: Transaction Details - The transaction involves the sale of 81,363,730 shares, which constitutes around 40.8% of Golden Ocean's outstanding shares and votes [1]. - The total consideration for the transaction is approximately USD 1,179 million [1]. - The transaction is exempt from registration under the U.S. Securities Act of 1933 and will not trigger a mandatory takeover bid in any jurisdiction [2]. Group 2: Company Background - Hemen has played a crucial role in the development of Golden Ocean since its spin-off from Frontline in 2004, leading to its listing on the Oslo Stock Exchange and subsequent merger with Knightsbridge on NASDAQ [3]. - Golden Ocean has expanded its fleet from 3 to 91 vessels, becoming one of the largest listed owners of large modern drybulk vessels, and has returned approximately USD 2 billion in dividends to shareholders since 2004 [3]. Group 3: Future Outlook - The transaction is not subject to any conditions and is expected to be completed on March 12, 2025 [4]. - CMB.TECH's acquisition reflects its recognition of the strength and value of the Golden Ocean platform and its employees [4].

Core Viewpoint - CMB.TECH NV has announced the acquisition of approximately 40.4% of Golden Ocean Group Limited's issued share capital through a share purchase agreement with Hemen Holding Limited, marking a significant step in its diversification strategy [1][2][3] Group 1: Acquisition Details - CMB.TECH will acquire 81,363,730 shares of Golden Ocean at a price of 14.49 USD per share, totaling approximately 1.18 billion USD [1] - The shares represent about 40.4% of Golden Ocean's issued share capital and approximately 40.8% of its outstanding shares with voting rights [1] - The transaction is expected to complete on 12 March 2025 and is not subject to any conditions [4] Group 2: Strategic Intent - The acquisition aligns with CMB.TECH's strategic objective of diversification, aiming to become a long-term shareholder in Golden Ocean and invest in a modern dry bulk fleet [2] - CEO Alexander Saverys emphasized the importance of this acquisition as a milestone in the company's diversification strategy and expressed intentions to engage with Golden Ocean's board and management for long-term growth [3] Group 3: Financial Considerations - CMB.TECH has identified a bank syndicate to refinance all or parts of Golden Ocean's current outstanding debt, indicating proactive financial management in light of the acquisition [4]

Core Viewpoint - CMB.TECH NV has entered into a share purchase agreement to acquire approximately 40.8% of Golden Ocean Group Limited's outstanding shares from Hemen Holding Limited at a price of 14.49 USD per share, aligning with its diversification strategy [1][2][3] Group 1: Acquisition Details - CMB.TECH is acquiring 81,363,730 shares in Golden Ocean, which represents about 40.8% of the company's outstanding shares and votes [1] - The acquisition price is set at 14.49 USD per share, and it will not trigger a mandatory takeover bid in any jurisdiction [1] - CMB.TECH has identified a bank syndicate to potentially refinance Golden Ocean's current outstanding debt, should the transaction impact its financing agreements [4] Group 2: Strategic Intent - The acquisition is part of CMB.TECH's strategic objective to diversify and become a long-term shareholder in Golden Ocean, focusing on investing in a modern dry bulk fleet [2] - CEO Alexander Saverys emphasized that this acquisition marks a significant milestone in the company's diversification strategy and aims to build on Golden Ocean's legacy for long-term growth and innovation [3] Group 3: Company Background - CMB.TECH is a diversified maritime group operating over 150 vessels, including crude oil tankers, dry bulk vessels, and container ships, and is headquartered in Antwerp, Belgium [5] - Golden Ocean Group Limited specializes in the transportation of dry bulk cargoes and has a fleet of 91 vessels with a total capacity of approximately 13.7 million deadweight tonnes as of February 2025 [6]

Financial Data and Key Metrics Changes - Adjusted EBITDA for Q4 2024 was $69.9 million, down from $124.4 million in Q3 2024 [4] - Net income for Q4 2024 was $39 million, compared to $56.3 million in Q3 2024, with earnings per share decreasing from $0.28 to $0.20 [4] - Full-year 2024 net profit increased to $223.2 million from $112.3 million in 2023 [5] - Total fleet-wide TCE rate decreased to $20,800 in Q4 from $23,700 in Q3 [8] Business Line Data and Key Metrics Changes - Drydocking costs in Q4 were $34.3 million for thirteen vessels, significantly higher than $9.7 million for five vessels in Q3 [6] - Net revenues fell to $174.9 million in Q4 from $206.6 million in Q3 [10] - Operating expenses (OPEX) increased to $95.6 million from $69.4 million in Q3, primarily due to drydocking and ballast water treatment system upgrades [11] Market Data and Key Metrics Changes - Brazilian iron ore volumes decreased by 13% quarter on quarter, while annual export volumes increased by 3% [19] - Guinea bauxite volumes grew by 14% year on year, averaging over 13.5 million tons per month in Q4, up from 10.5 million tons in Q3 [21] - China accounted for 74% of iron ore volumes and 85% of bauxite volumes in 2024, indicating strong demand from the region [22] Company Strategy and Development Direction - The company is focusing on an intensive drydocking period for its Capesize fleet, with nearly half of the fleet undergoing special surveys over nine months [17] - The company maintains its position as the largest listed owner in the Capesize and Newcastle Max segment, which represents over 80% of its deadweight tonnage [18] - A strategy to reward shareholders through dividends and share buybacks continues, with a declared dividend of $0.15 per share for Q4 2024 [7][44] Management's Comments on Operating Environment and Future Outlook - Management noted a rebound in sentiment due to improved weather conditions in Australia and a boost in Panamax rates, which have positively impacted Capesize rates [48][50] - The company remains fundamentally positive on the market outlook despite near-term volatility and geopolitical uncertainties [45] - Analysts expect that new high-grade iron ore deposits will replace lower-quality Chinese domestic production, positively impacting demand for Capesize vessels [34] Other Important Information - The company has secured a net TCE of about $15,100 per day for 77% of Capesize days in Q1 2025 [7] - Cash flow from operations decreased to $71.7 million in Q4 from $100.8 million in Q3 [14] - The company has $150 million of undrawn available credit facilities at the end of Q4 [16] Q&A Session Summary Question: What is the outlook for the Cape market? - Management indicated a rebound in sentiment driven by improved weather conditions in Australia and a boost in Panamax rates, although volumes from Brazil remain muted [48][50] Question: What are the budget expectations for dry docks in the first half of 2025? - Management stated that costs for drydocking have increased due to regulatory requirements and the need for high-performing vessels, with the average costs in Q4 being higher than usual [52][53] Question: What opportunities are there for sales and purchases of vessels? - Management expressed a preference for being sellers rather than buyers at the moment, focusing on maintaining capacity in the Cape and Newcastle Max segments [58][59] Question: What impact could potential port fees on Chinese-built vessels have? - Management noted that the proposed policies are still in the early stages and that the US is not a major player in dry bulk, suggesting that any increased costs could be passed on to consumers [70][72]

Forward-looking statements Golden Ocean Results Q4 2024 February 26th, 2025 0 Matters discussed in this presentation may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and un ...

Group 1 - The presentation of Golden Ocean Group Limited's fourth quarter 2024 results will be held via webcast and conference call at 15:00 CET [1] - Participants must register online to attend the conference call, and dial-in details will be provided upon registration [1] - A Q&A session will follow the conference call/webcast, with instructions for submitting questions given at the start of the session [1] Group 2 - The presentation material for the teleconference/webcast can be downloaded from the company's website, and replay details will also be available there [2] - The information shared is subject to the disclosure requirements of the Norwegian Securities Trading Act [2]

Core Viewpoint - Golden Ocean Group Limited reported solid performance in Q4 2024 despite market fluctuations, highlighting strong commercial capabilities and a disciplined cost structure, particularly in the Capesize and Newcastlemax vessel segments [3]. Financial Performance - Net income for Q4 2024 was $39.0 million, with earnings per share of $0.20, down from $56.3 million and $0.28 in Q3 2024 [3]. - Full year 2024 net income reached $223.2 million, with earnings per share of $1.12, compared to $112.3 million and $0.56 in 2023 [3]. - Adjusted EBITDA for Q4 2024 was $69.9 million, a decrease from $124.4 million in Q3 2024 [3]. - Adjusted net income for Q4 2024 was $12.7 million, down from $66.7 million in Q3 2024 [3]. Operational Highlights - The company recorded $34.3 million in drydocking expenses in Q4 2024, related to 13 drydockings, compared to $9.7 million for five drydockings in Q3 2024 [3]. - Reported TCE rates for Capesize and Panamax vessels were $24,656 per day and $14,771 per day, respectively, with an overall fleet TCE rate of $20,809 per day in Q4 2024 [3]. - Estimated TCE rates for Q1 2025 are approximately $15,100 per day for 77% of Capesize available days and $9,900 per day for 81% of Panamax available days [3]. Strategic Actions - The company repurchased 625,000 shares at an aggregate price of $5.7 million, or $9.08 per share [3]. - A purchase option for eight vessels from SFL Corporation Limited was exercised for a total of $112 million, partially financed by a new $90 million credit facility [3]. - The sale of one Newcastlemax vessel and one Panamax vessel was finalized for a total net consideration of $56.8 million [3]. Dividend Announcement - A cash dividend of $0.15 per share for Q4 2024 was announced, payable on or about March 21, 2025, to shareholders of record on March 11, 2025 [3].

Financial Results Announcement - The Company will publish its financial results for the fourth quarter of 2024 on February 26, 2025 [1] - A conference call and webcast will be held on the same day at 3:00 P.M. CET (9:00 A.M. New York Time) [1] Accessing the Presentation - The presentation will be available for download from the Investor Relations section of the Company's website prior to the conference call/webcast [1] - Participants can listen to the presentation via webcast or conference call, with registration required for the latter [2] Q&A Session - A Q&A session will follow the conference call/webcast, with information on how to submit questions provided at the beginning of the session [2] Regulatory Compliance - The information is subject to the disclosure requirements of the Norwegian Securities Trading Act [3]