F-3ASR 1 ny20068674x1_f3asr.htm F-3ASR

As filed with the Securities and Exchange Commission on March 26, 2026

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Golar LNG Limited

(Exact name of registrant as specified in its charter)


Bermuda			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Attention: Eduardo Maranhão S.E. Pearman Building, 2nd Floor 9 Par la Ville Road Hamilton HM 11 Bermuda 1 (441) 295-4705			Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (302) 738-6680
(Address and telephone number of Registrant’s principal executive offices)			(Name, address and telephone number of agent for service)

Copies to:

David P. Oelman

Alexandra M. Lewis

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, TX 77002

(713) 758-2222

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


PROSPECTUS SUMMARY			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			3
RISK FACTORS			5
USE OF PROCEEDS			6
ENFORCEMENT OF CIVIL LIABILITIES			7
PLAN OF DISTRIBUTION			8
DESCRIPTION OF SHARE CAPITAL			10
DESCRIPTION OF OTHER SECURITIES			13
EXPENSES			22
TAXATION			23
LEGAL MATTERS			24
EXPERTS			24
WHERE YOU CAN FIND ADDITIONAL INFORMATION			25


SEC registration fee			$ *
FINRA filing fees			$ **
Blue sky fees and expenses			$ **
Printing and engraving expenses			$ **
Legal fees and expenses			$ **
Rating agency fees			$ **
Accounting fees and expenses			$ **
Indenture trustee fees and expenses			$ **
Miscellaneous			$ **
Total			$ **


			Golar LNG Limited
			(Registrant)

			By			/s/ Eduardo Maranhão
						Eduardo Maranhão
						Chief Financial Officer
						Golar Management Ltd.


Signature			Title

/s/ Karl Fredrik Staubo			Chief Executive Officer Golar Management AS (Principal Executive Officer of Golar LNG Limited)
Karl Fredrik Staubo

/s/ Eduardo Maranhão			Chief Financial Officer Golar Management Ltd. (Principal Financial and Accounting Officer of Golar LNG Limited)
Eduardo Maranhão

/s/ Tor Olav Trøim			Director
Tor Olav Trøim			Director

/s/ Benoît de la Fouchardiere			Director
Benoît de la Fouchardiere			Director

/s/ Carl Steen			Director
Carl Steen			Director

/s/ Daniel Rabun			Director
Daniel Rabun			Director

/s/ Lori Wheeler Naess			Director
Lori Wheeler Naess			Director


Signature			Title

/s/ Mi Hong Yoon			Director
Mi Hong Yoon			Director

/s/ Niels Stolt-Nielsen			Director
Niels Stolt-Nielsen			Director

/s/ Stephen J. Schaefer			Director
Stephen J. Schaefer			Director


PUGLISI & ASSOCIATES

By:			/s/ Donald J. Puglisi
Name:			Donald J. Puglisi, Managing Director
Title:			Authorized Representative in the United States


Exhibit Number			Description
1.1			Underwriting Agreement (for equity securities)*
1.2			Underwriting Agreement (for debt securities)*
3.1			Memorandum of Association of the Company, dated May 9, 2001, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement on Form 20-F, File No. 000-50113, filed on November 27, 2002
3.2			Amended and Restated Bye-laws of the Company, dated September 24, 2020, incorporated by reference as Exhibit 4.1 of the Company’s report on Form 6-K, filed on November 30, 2020
3.3			Certificate of Incorporation, dated May 10, 2001, incorporated by reference to Exhibit 1.3 of the Company’s Registration Statement on Form 20-F, File No. 000-50113, filed on November 27, 2002
3.4			Certificate of Deposit of Memorandum of Increase of Share Capital of the Company, incorporated by reference to Exhibit 1.4 of the Company’s Registration Statement on Form 20-F, File No. 000-50113, filed on November 27, 2002
3.5			Certificate of Deposit of Memorandum of Increase of Share Capital of the Company, incorporated by reference to Exhibit 1.6 of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed on April 30, 2015
4.1			Form of Common Share Certificate of the Company, incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 20-F, File No. 000-50113, filed on April 28, 2011
4.2			Form of Preferred Share Certificate*
4.3			Form of Senior Debt Securities Indenture
4.4			Form of Subordinated Debt Securities Indenture
4.5			Form of Warrant Agreement*
4.6			Form of Purchase Contract*
4.7			Form of Rights Agreement*
4.8			Form of Unit Agreement*
4.9			Indenture, dated June 30, 2025, between Golar LNG Limited and Citibank, N.A. as Trustee, incorporated by reference to Exhibit 4.33 of the Company’s Annual Report on Form 20-F, File No. 000-50113, filed on March 26, 2026
4.10			Indenture, dated October 2, 2025, between Golar LNG Limited and Citibank, N.A., London Branch as Trustee, incorporated by reference to Exhibit 4.34 of the Company’s Annual Report on Form 20-F, File No. 000-50113, filed on March 26, 2026
5.1			Opinion of Conyers Dill & Pearman, Bermuda counsel to the Company as to the validity of the common shares, preferred shares, debt securities, warrants, purchase contracts and units
5.2			Opinion of Vinson & Elkins L.L.P., U.S. counsel to the Company
8.1			Opinion of Vinson & Elkins L.L.P., with respect to certain tax matters
23.1			Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
23.2			Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.2 and Exhibit 8.1)
23.3			Consent of Ernst & Young LLP, with respect to Golar LNG Limited
24.1			Power of Attorney (contained in signature page)
25.1			T-1 Statement of Eligibility (Senior Debt Securities Indenture)**
25.2			T-1 Statement of Eligibility (Subordinated Debt Securities Indenture)**
107.1			Filing Fee Table

SEC Form F-3ASR filed by Golar Lng Ltd