UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month September 2025

Commission File Number: 001-36810

CMB.TECH NV

 

De Gerlachekaai 20

2000 Antwerpen

Belgium

+32-3-247-44-11

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or

Form 40-F.

 

Form 20-F ý     Form 40-F ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

This report on Form 6-K of CMB.TECH NV ("CMB.TECH" or the "Company") includes the following:

•Cautionary statement regarding forward-looking statements;

•Unaudited condensed consolidated interim financial statements for the six-month period ended June

30, 2025:

◦Unaudited condensed consolidated interim statement of financial position;

◦Unaudited condensed consolidated interim statement of profit or loss;

◦Unaudited condensed consolidated interim statement of comprehensive income;

◦Unaudited condensed consolidated interim statement of changes in equity;

◦Unaudited condensed consolidated interim statement of cash flows; and

•Notes to the unaudited condensed consolidated interim financial statements;

The information contained in this report on Form 6-K is hereby incorporated by reference to the

Company's registration statement on Form F-3 (File No. 333-289724) that was filed with the U.S. Securities

Exchange Commission effective August 20, 2025.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING

STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities

Litigation Reform Act of 1995 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 underlying assumptions and other statements, which are other than statements of

historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of

1995 and are including this cautionary statement in connection therewith. This report and any other

written or oral statements made by us or on our behalf may include forward-looking statements, which

reflect our current views with respect to future events and financial performance, and are not intended to

give any assurance as to future results. When used in this document, the words “believe,” “expect,”

“anticipate,” “estimate,” “intend,” “seek”, “plan,” “target,” “project,” “potential”, “continue”, “contemplate”,

“possible”, “likely,” “may,” “might”, “will,” “would,” “could” and similar expressions, terms, or phrases may

identify forward-looking statements.

These forward-looking statements are not historical facts, but rather are based on current expectations,

estimates, assumptions and projections about the business and our future financial results and readers

should not place undue reliance on them. The forward-looking statements in this report are based upon

various assumptions, many of which are based, in turn, upon further assumptions, including without

limitation, management’s examination of historical operating trends, data contained in our records and

other data available from third parties. Although we believe that these assumptions were reasonable

when made, because these assumptions are inherently subject to significant uncertainties and

contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure

you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to important factors and matters discussed elsewhere in this report, and in the documents

incorporated by reference herein, important factors that, in our view, could cause our actual results and

developments to differ materially from those discussed in the forward-looking statements may include but

are not limited to:

•the strength of world economies, including the central bank policies intended to combat overall

inflation and rising interest rates, and adverse fluctuations of foreign exchange rates;

•factors affecting the duration of voyage contracts, the actual amount of downtime and our backlogs;

•general market conditions, including the markets for our vessels, significant fluctuations in charter

rates, spot charter rates, and vessel values (including residual values and steel prices);

•the state of the global financial markets which may adversely impact availability of additional financing

and refinancing at rates and on terms acceptable to us, as well as our ability to obtain such, or to

comply with the restrictive and other covenants in our financing arrangements, or to obtain hedging

instruments at reasonable costs;

•the impact of the U.S. presidential and congressional election results affecting the economy, future

laws and regulations and trade policy matters, such as increased trade protectionism, the imposition of

tariffs and other import restrictions impacting the maritime shipping industry;

•international, national or local economic, social or political conditions, including the recent hostilities

between Israel and Iran and related conflicts in the Middle East such as the Houthi attacks in the Red

Sea and the Gulf of Aden and developments in Ukraine, any of which could increase at any time and

that could adversely affect us;

•potential disruption of shipping routes due to accidents, environmental factors (such as severe

weather events at sea or at port locations), geopolitical events, public health threats, international

hostilities including acts by terrorists or acts of piracy on ocean-going vessels;

•general domestic and international geopolitical conditions, including trade tensions between China and

the United States, trade wars and disagreements between oil producing countries, including illicit crude

oil trades;

•Volatility in demand, increased competition or reduction in contract values;

•our business strategy, including our ability to succeed in executing our decarbonization strategy, and

other plans and objectives for growth and future operations, including planned and unplanned capital

expenditures, or failure to execute on our strategy to procure low sulfur fuel oil at reasonable prices

and the associated commodity risk;

•Risks relating to our completed merger with Golden Ocean Group Limited, including our ability to

successfully integrate Golden Ocean's business and the risk that some of all of the expected benefits of

the merger fail to materialize or occur within the anticipated time periods;

•risks that the merger disrupts our current plans and potential difficulties in our employee retention as

a result thereof;

•the outcome of any legal proceedings that may be instituted against us or Golden Ocean related to the

merger;

•our ability to generate cash to meet our debt service and other obligations;

•risks related to the ability to project future cash utilization and reserves needed for contingent future

liabilities and business operations;

•our levels of operating and maintenance costs, including fuel and bunker costs, drydocking and

insurance costs;

•risks relating to delays in, or increases in the cost of, already ordered newbuild vessels and the risk of a

failure to obtain contracts for such newbuild vessels potential liability from pending or future

litigations;

•environmental, social and governance (“ESG”) expectations of investors, banks and other stakeholders

and related costs of compliance with our ESG targets and objectives, and in particular failure to meet

our targets under our decarbonization strategy, making our fleet future proof ("green”) and failure to

find and execute on related partnerships;

•our dependence on key personnel and the availability of skilled workers, including seafarers, and the

related labor costs;

•the failure to protect our information systems against security breaches, or the failure or unavailability

of these systems for a significant period of time, as a result of cyber-attacks which may disrupt our

business operations, and our inability to secure cyber-insurance at reasonable costs;

•the shift from oil towards other energy sources such as electricity, natural gas, liquefied natural gas,

hydrogen, ammonia or other fuels for which there would be no need for maritime transportation;

•technology and product risk including those associated with energy transition, fleet/systems

rejuvenation to alternative propulsion, and availability of green fuel at strategic locations;

•any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, or other applicable regulations

relating to bribery;

•volatility of interest rate benchmarks under our financial agreements (under the Secured Overnight

Financing Rate (“SOFR”));

•volatility in the price of our securities due to a variety of factors, including changes in the competitive

markets in which we plan to operate, variations in performance across competitors, changes in laws

and regulations affecting such business and changes in the combined capital structure;

•vessel breakdowns and instances of off-hire;

•the supply of and demand for vessels comparable to ours, including against the background of

possibly accelerated climate change transition worldwide which would have an accelerated negative

effect on the demand for oil and thus maritime transportation of crude oil;

•reputational risks, including related to climate change and the nature of our business, and our inability

to adapt our business model in the face of any rapid decline in oil consumption;

•compliance with governmental, tax (including carbon related), environmental (including emissions

reductions) and safety regulations and regimes and related costs;

•potential liability from future litigations related to claims raised by public-interest organizations or

activism with regard to failure to adapt to or mitigate climate impact;

•increased cost of capital or limiting access to funding due to European Union (“EU”) Taxonomy or

relevant territorial taxonomy regulations;

•any non-compliance with existing environmental regulations applicable to us;

•new environmental regulations and restrictions, whether at a global level stipulated by the

International Maritime Organization (“IMO”), and/or imposed by regional or national authorities such

as the EU or individual countries;

•our incorporation under the laws of Belgium and the different rights to relief that may be available

compared to other countries, including the United States;

•treatment of the Company as a "passive foreign investment company" by U.S. tax authorities;

•the failure of counterparties to fully perform their contracts with us, and in particular our ability to

obtain indemnities from customers;

•adequacy of insurance coverage;

•changes in laws, treaties or regulations affecting us or the industries we operate in; and

•the inability of our subsidiaries to declare or pay dividends.

These factors and the other risk factors described in this annual report and other reports that we furnish

or file with the U.S. Securities and Exchange Commission or the SEC, are not necessarily all of the

important factors that could cause actual results or developments to differ materially from those

expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could

harm our results. Consequently, there can be no assurance that actual results or developments

anticipated by us will be realized or, even if substantially realized, that they will have the expected

consequences to, or effects on, us. These forward looking statements are made only as of the date of this

report. These forward looking statements are not guarantees of our future performance, and actual

results and developments may vary materially from those projected in the forward looking statements.

Given these uncertainties, prospective investors are cautioned not to place undue reliance on such

forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as

required by law, to publicly update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise. Given these uncertainties, prospective investors are cautioned

not to place undue reliance on such forward-looking statements. We undertake no obligation, and

specifically decline any obligation, except as required by law, to publicly update or revise any forward-

looking statements, whether as a result of new information, future events or otherwise.

CONDENSED INTERIM FINANCIAL STATEMENTS AND

PREPARATION BASE

This document contains the condensed consolidated interim financial statements for the six-month period

ended June 30, 2025. The financial report has been prepared in accordance with International Financial

Reporting Standards issued by the International Accounting Standards Board (IASB) and as adopted by the

European Union, collectively "IFRS".

Throughout this report, all references to “CMB.TECH,” the "Company,” “we,” “our,” and “us” refer to

CMB.TECH NV and its subsidiaries. Unless otherwise indicated, all references to “U.S. dollars,” “USD,”

“dollars,” “US$” and “$” in this annual report are to the lawful currency of the United States of America and

references to “Euro,” “EUR,” and “€” are to the lawful currency of Belgium.

Unaudited condensed consolidated interim statement of financial

position