[SCHEDULE 13D] Golar LNG Ltd SEC Filing

Rhea-AI Filing Summary

Golar LNG Limited (GLNG): Naria Inc. and Perenco International Limited jointly report beneficial ownership of 10,284,166 common shares, equal to 9.8% of outstanding common shares based on 104,534,703 shares outstanding as of December 31, 2024. Naria acquired shares in open-market purchases in November 2023 and exercised call options in August 2024 at a combined option exercise price of $25.26 per share. The reporting persons state they currently have no specific plans for transactions listed in Items 4(a)-(j) but reserve the right to evaluate and potentially pursue business combinations, acquisitions, refinancing, additional purchases or disposals, or derivative transactions in the future. Mr. Benoit de la Fouchardiere is disclosed as a director of Golar LNG, having served since May 20, 2025.

Positive

• Acquired 10,284,166 shares representing 9.8% of GLNG, a material minority stake
• Exercise of call options in August 2024 at a combined price of $25.26 per share
• Perenco-affiliated director (Benoit de la Fouchardiere) serving on Golar LNG's board since May 20, 2025

Negative

• None.

Insights

Financial Analyst

TL;DR: A substantial passive stake (9.8%) acquired via market purchases and option exercises, with no immediate activist plans announced.

The filings show Naria and its parent Perenco control 10.28 million shares (9.8%), acquired through November 2023 open-market purchases and August 2024 option exercises at $25.26 per share. The holders explicitly reserve rights to pursue typical value-enhancing actions but state no present proposals. The ownership is material enough to draw investor attention but falls below common thresholds that trigger mandatory control presumptions; the appointment of a Perenco-affiliated director may increase their influence. Near-term impact appears neutral pending further action.

Corporate Governance / M&A Specialist

TL;DR: Ownership and a board seat increase influence but filing signals monitoring rather than an imminent transaction.

Holding 9.8% is significant for engagement and positions the reporting persons to participate in strategic discussions. The Schedule 13D discloses customary reservation of rights to acquire or dispose of shares and to engage in combinations or refinancings, but clearly states no current plans. The existence of a Joint Filing Agreement and the annexed exhibits indicate preparedness for coordinated action, yet the filing conveys intent to evaluate rather than execute immediate M&A or governance campaigns.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Golar LNG Limited

(Name of Issuer)

Common Shares, par value $1.00 per share

(Title of Class of Securities)

G9456A100

(CUSIP Number)

Jonathan Parr
5 Caves Village, West Bay Street,
Nassau, C5, 0000000
44 20 7355 9150

Nicholas P. Pellicani
Debevoise & Plimpton LLP, The Northcliffe, 28 Tudor Street
London, X0, EC4Y 0AY
44 020 7786 9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G9456A100

1

Name of reporting person

Naria Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,284,166.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,284,166.00

11

Aggregate amount beneficially owned by each reporting person

10,284,166.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percentage of Common Shares reported as beneficially owned is calculated based on the number of Common Shares described above and, as the denominator, 104,534,703 Common Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F, filed with the SEC on March 27, 2025.

SCHEDULE 13D

CUSIP No. G9456A100

1

Name of reporting person

Perenco International Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,284,166.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,284,166.00

11

Aggregate amount beneficially owned by each reporting person

10,284,166.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

The percentage of Common Shares reported as beneficially owned is calculated based on the number of Common Shares described above and, as the denominator, 104,534,703 Common Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F, filed with the SEC on March 27, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $1.00 per share
(b)	Name of Issuer: Golar LNG Limited
(c)	Address of Issuer's Principal Executive Offices: S.E. Pearman Building, 2nd Floor, 9 Par-la-Ville Road, Hamilton, BERMUDA , HM 11.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed jointly on behalf of Naria Inc. ("Naria") and Perenco International Limited ("Perenco" and, together with Naria, the "Reporting Persons"). Information regarding the directors and officers of each Reporting Person is set forth in Exhibit 99.1 attached hereto and incorporated herein by reference. The Reporting Persons have entered into a Joint Filing Agreement, dated as of August 15, 2025, a copy of which is filed with this Schedule 13D as Exhibit 99.2.
(b)	The principal business office of each Reporting Person is Perenco, 5 Caves Village, West Bay Street, Nassau, Bahamas.
(c)	The principal business of Naria, Inc. is the implementation of Perenco's investment and asset management strategy regarding companies in the energy sector or companies providing services to those in the energy sector (including traditional energy or energy transition). The principal business of Perenco is manager of holdings of strategic investments in a variety of industries worldwide. Information regarding the directors and officers of each Reporting Person is set forth in Annex A, which is filed with this Schedule 13D as Exhibit 99.1 and incorporated herein by reference.
(d)	During the last five years, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed in Annex A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed in Annex A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each Reporting Person is organized and exists under the laws of the Commonwealth of The Bahamas. Information regarding the directors and officers of each Reporting Person is set forth in Annex A, which is filed with this Schedule 13D as Exhibit 99.1 and incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Between November 6, 2023 and November 11, 2023, Naria acquired 4,487,166 Common Shares in open market purchases at the prices and on the dates set forth in Exhibit 99.3 hereto. Naria funded these purchases using capital contributed from affiliated entities, which funded that capital using cash on hand. On August 8, 2024 and August 9, 2024, Naria acquired 3,500,000 Common Shares and 2,000,000 Common Shares, respectively, upon the exercise of call options, at a total per share price of $25.26. Naria funded the exercise price and call option premium using capital contributed from affiliated entities, which funded that capital using cash on hand.
Item 4.	Purpose of Transaction
	Each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of this Schedule 13D, although each Reporting Person expects to evaluate on an ongoing basis the Issuer's financial condition and prospects and its interest in, and intentions with respect to, a variety of transactions that could create shareholder value, including business combinations, acquisitions and refinancing opportunities. Accordingly, each Reporting Person reserves the right to change its plans and intentions at any time, as it deems appropriate. The Reporting Person who holds Common Shares directly acquired those securities as an investment in the regular course of business. The Reporting Persons may engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer. Mr. Benoit de la Fouchardiere, Former Chief Executive Officer and Group General Manager of Perenco, has served as a director of the Issuer since May 20, 2025. The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Common Shares in the open market, block trades, negotiated transactions, or otherwise. The Reporting Persons may also dispose of all or a portion of the Issuer's securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, in each case, subject to limitations under applicable law and, as applicable, any lock-up agreements which may be entered into the future. The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons' future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise. The Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.
Item 5.	Interest in Securities of the Issuer
(a)	See the responses to Items 11 and 13 on the attached cover pages. The percentage set forth in Row 13 of the attached cover pages are calculated based on 104,534,703 Common Shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F, filed with the SEC on March 27, 2025.
(b)	See the responses to Items 7 through 10 on the attached cover pages. Naria directly owns 10,284,166 Common Shares. Such securities may be deemed to be beneficially owned by Perenco, its parent holding company, whose board (comprised of three or more individuals) exercises voting and investment power over the securities. Each of the affiliated entities, officers, directors, partners, members and managers of the Reporting Persons disclaim beneficial ownership of these securities.
(c)	Not applicable
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Joint Filing Agreement A Joint Filing Agreement, dated August 15, 2025, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Annex A 99.2 Joint Filing Agreement 99.3 Open Market Purchase Schedule

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Naria Inc.

Signature:	/s/ Jonathan Parr
Name/Title:	Jonathan Parr/General Counsel
Date:	08/15/2025

Perenco International Limited

Signature:	/s/ Jonathan Parr
Name/Title:	Jonathan Parr/General Counsel
Date:	08/15/2025

FAQ

How many Golar LNG (GLNG) shares do Naria Inc. and Perenco own?

They beneficially own 10,284,166 common shares, representing 9.8% of outstanding shares based on 104,534,703 shares.

At what price were the GLNG call options exercised?

Call options were exercised on August 8-9, 2024 at a total per share exercise price of $25.26.

Did the reporting persons state plans to change Golar LNG's management or pursue a takeover?

No. The filing states they currently have no plan or proposal listed in Items 4(a)-(j) but reserve the right to evaluate and pursue transactions in the future.

When was the Schedule 13D joint filing agreement executed?

A Joint Filing Agreement dated August 15, 2025 is referenced and filed as Exhibit 99.2.

Does Perenco exercise voting and investment power over the reported shares?

Yes. Naria directly owns the shares and such securities may be deemed beneficially owned by Perenco, its parent, whose board exercises voting and investment power.