Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of October 2023

Commission File Number: 000-29106

GOLDEN OCEAN GROUP LTD.

(Translation of registrant's name into English)

Par-la-Ville Place

14 Par-la-Ville Road,

Hamilton, HM 08, Bermuda

(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 [X] Form 40-F [ ]

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 99.1 is a press release of Golden Ocean Group Ltd. (the “Company”) dated October 3, 2023, announcing that the Company’s board of directors has renewed its share buy-back program of $100 million.

The information contained in this Report on Form 6-K, except for the commentary of Mr. Lars-Christian Svensen, Interim Chief Executive Officer, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-266220) filed with the U.S. Securities and Exchange Commission with an effective date of July 19, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDEN OCEAN GROUP LTD.




	By: /s/ Peder Simonsen
Date: October 4, 2023	Name: Peder Simonsen
	Title: Principal Financial Officer

Exhibit 99.1

GOGL – Renewal of share buy-back program

03.10.2023

Reference is made to the announcement by the Board of Directors in Golden Ocean Group Limited (OSE/NASDAQ: GOGL) dated 4 October 2022 regarding the establishment of a share buy-back program for a maximum period of 12 months. The Company has repurchased a total of 1,507,328 shares under the program for a total consideration of $11,629,758. A total of 741,900 shares have been repurchased at average price of $7.84 per share at the Nasdaq and 765,428 shares have been repurchased at an average price of NOK 81.2 at Oslo Stock Exchange.

The Board of Directors of Golden Ocean Group Limited has on October 3, 2023, resolved to extend the existing share buy-back program with a further 12 months.

The main terms remain unchanged as per the below;

•	Maximum USD 100 million to purchase up to an aggregate of 10,000,000 of the Company's common shares, with 1,507,328 shares repurchased USD 11,629,758 as of the date hereof.

•	A period up to 12 months from and including 5 October 2023.

•	The share buy-backs will be carried out by way of repurchases in the market, both on the Oslo Stock Exchange and on NASDAQ.

The Company will execute and report buy-backs carried out continuously and in accordance with the disclosure requirements of the Oslo Stock Exchange.

The Company is not obligated under the terms of the program to repurchase any of its common shares. The timing and amount of any repurchase will depend on alternative uses of capital, legal requirements, market conditions, stock price, and other factors, in the discretion of the Board of Directors.

Lars-Christian Svensen, Interim Chief Executive Officer, comments:
«The volatility in capital markets and dry bulk freight sentiment continues, and our share is trading at a discount to underlying substance values. We believe it is in the shareholders’ interest to extend the authorization to repurchase our common stock as part of its capital allocation strategy. During the past 12 months, we have repurchased 1.5 million shares at attractive levels and will opportunistically utilize the extended program as a supplement to our long-term focus on dividend».

October 3, 2023
Hamilton, Bermuda

For more info please contact:
Peder Simonsen, Chief Financial Officer of Golden Ocean Management AS.
Telephone +47 22 01 73 40

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.”

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