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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
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RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
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EXCHANGE ACT OF 1934
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For the month of June 2025
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Commission File Number: 001-38904
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FLEX LNG Ltd.
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(Translation of registrant’s name into English)
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Par-La-Ville Place
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14 Par-La-Ville Road
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Hamilton
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Bermuda
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(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F
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☒
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Form 40-F
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☐
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 99.1 is a press release of FLEX LNG Ltd. (the “Company”), dated June 24, 2025, announcing that the Company has approved
a long-term incentive plan and has granted synthetic options to certain members of management and employees of the Company.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No.
333-268367) with an effective date of December 7, 2022, the Company’s Registration Statement on Form F-3ASR (File No. 333-282473) with an effective date of October 2, 2024 and the Company’s Registration Statement on Form S-8 (File No. 333-275460)
with an effective date of November 9, 2023.
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.
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FLEX LNG Ltd.
(registrant)
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By:
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/s/ Knut Traaholt
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Name: Knut Traaholt
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Title: Chief Financial Officer of Flex LNG Management AS
(Principal Financial Officer of FLEX LNG Ltd.)
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Date: June 24, 2025
Exhibit 99.1
Flex LNG – Announces Long-term Incentive Plan
June 24, 2025
Hamilton, Bermuda
Hamilton, Bermuda
The Board of Directors of Flex LNG Ltd (“Flex LNG” or the “Company”) has approved a long-term incentive plan (the “LTIP”) and hereby announces
that up to 187,142 synthetic options have today been granted to management and employees of the Company. The synthetic options will have a five-year term expiring June 24, 2030, and will vest over a three-year vesting period as follows:
* 1/3 of the synthetic options will vest on June 24, 2026
* 1/3 of the synthetic options will vest on June 24, 2027
* 1/3 of the synthetic options will vest on June 24, 2028
The exercise price of the synthetic options is USD 23.75. The exercise price will further be adjusted for any distribution of dividends made
before the relevant synthetic options are exercised.
The synthetic options granted to the CEO and the CFO are subject to a cap on maximum annual gain equal to two times the annual base salary at
the time of exercise of the synthetic options. The synthetic options will be settled in cash based on the difference between the market price of the Company’s shares and the exercise price on the date of exercise. The synthetic options have been
granted according to the rules of the Company’s synthetic option scheme approved by the Board of Directors of the Company.
Please see the attached forms of notification of transactions by primary insiders for the granting of the synthetic options.
This information is subject to the disclosure requirements pursuant to article 19 of Regulation EU 596/2014 (MAR) and section 5-12 of the
Norwegian Securities Trading Act.
The Board of Directors
Flex LNG Ltd
Flex LNG Ltd
NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL
RESEPONSIBILITIES (PDMR) AND PERSONS CLOSELY ASSOCIATED WITH THEM
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1
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Details of the person discharging managerial responsibilities/person closely associated
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a)
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Name
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Knut Traaholt
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2
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Reason for the notification
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a)
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Position/status
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Chief Financial Officer
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b)
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Initial notification /Amendment
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Initial notification
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3
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Details of the issuer, an emission allowances market participant, auction platform,
the auctioneer, or the auction monitor
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a)
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Business name
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Flex LNG Ltd
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b)
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LEI code
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21380084THHU3MPC3647
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4
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Details of the transaction(s): Section to be repeated for i) each type of instrument ii) each type pf
transaction, iii) each date, and iv) each place where the transaction(s) have been conducted
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a)
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Description of the financial instrument/type of instrument Identification code
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Synthetic options giving a right to cash settlements depending on the development of the share price of the shares of Flex
LNG Ltd (ISIN: BMG359472021)
Synthetic options relating to the shares of Flex LNG Ltd (ISIN: BMG359472021)
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b)
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Nature of the transaction
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Granting of synthetic options relating to the shares of Flex LNG Ltd
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c)
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Price(s) and volume(s)
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Currency
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Price(s)
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Volume(s)
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NOK
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0
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61,043
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d)
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Aggregated information
- Aggregated volume
- Aggregated price
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61,043 synthetic options
NOK 0 |
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e)
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Date of the transaction
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2025-06-24
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f)
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Place of the transaction
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XOFF – Outside a trading venue
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NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL
RESEPONSIBILITIES (PDMR) AND PERSONS CLOSELY ASSOCIATED WITH THEM
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1
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Details of the person discharging managerial responsibilities/person closely associated
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a)
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Name
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Halfdan Marius Foss
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2
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Reason for the notification
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a)
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Position/status
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Interim Chief Executive Officer
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b)
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Initial notification /Amendment
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Initial notification
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3
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Details of the issuer, an emission allowances market participant, auction platform,
the auctioneer, or the auction monitor
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a)
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Business name
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Flex LNG Ltd
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b)
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LEI code
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21380084THHU3MPC3647
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4
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Details of the transaction(s): Section to be repeated for i) each type of instrument ii) each type pf
transaction, iii) each date, and iv) each place where the transaction(s) have been conducted
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a)
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Description of the financial instrument/type of instrument Identification code
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Synthetic options giving a right to cash settlements depending on the development of the share price of the shares of Flex
LNG Ltd (ISIN: BMG359472021)
Synthetic options relating to the shares of Flex LNG Ltd (ISIN: BMG359472021)
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b)
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Nature of the transaction
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Granting of synthetic options relating to the shares of Flex LNG Ltd
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c)
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Price(s) and volume(s)
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Currency
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Price(s)
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Volume(s)
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NOK
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0
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82,724
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d)
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Aggregated information
- Aggregated volume
- Aggregated price
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82,724 synthetic options
NOK 0 |
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e)
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Date of the transaction
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2025-06-24
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f)
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Place of the transaction
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XOFF – Outside a trading venue
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