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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 August 2022

Commission File Number 001-35466

GasLog Ltd.

(Translation of registrant’s name into English)

c/o GasLog LNG Services Ltd.

69 Akti Miaouli, 18537

Piraeus, Greece

(Address of principal executive office)

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  þ    Form 40-F  ☐

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The press release issued by GasLog Ltd. on August 4, 2022, relating to its results for the three month period ended June 30, 2022 and the related financial statements are attached hereto as Exhibits 99.1 and 99.2, respectively.

EXHIBIT LIST

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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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Exhibit 99.1

GasLog Ltd. Reports Financial Results for the Three-Month Period Ended June 30, 2022

Hamilton, Bermuda, August 4, 2022, GasLog Ltd. and its subsidiaries (“GasLog”, “Group” or “Company”) (NYSE: GLOG-PA), an international owner, operator and manager of liquefied natural gas (“LNG”) carriers, today reported its financial results for the quarter ended June 30, 2022.

Recent Developments

Sale of Vessels

In June 2022, GasLog Partners LP (“GasLog Partners” or the “Partnership”) entered into an agreement to sell, subject to customary and other closing conditions, the Methane Shirley Elisabeth, a 145,000 cubic meter (“cbm”) steam turbine propulsion (“Steam”) LNG carrier built in 2007, to an unrelated third party for a gross sale price of approximately $54.0 million, resulting in the reclassification of the vessel as held for sale and the recognition of an impairment loss of $14.7 million as of June 30, 2022. The transaction is expected to be completed in the third quarter of 2022, upon redelivery of the vessel from its current charterer.

In addition, as of June 30, 2022, the Partnership had been pursuing an agreement for the sale and lease-back of another Steam vessel, resulting in the reclassification of that vessel as held for sale and the recognition of an impairment loss of $13.3 million. While no definitive agreement has yet been reached, the agreement is expected to be executed, and the sale expected to be completed, within the next 12 months.

Newbuilding Facility with CMB Financial Leasing Co., Ltd. (“CMBFL”)

On July 6, 2022, the Group entered into four sale and lease-back agreements that provide for the financing of our four LNG carriers on order at Daewoo Shipbuilding and Marine Engineering Co. Ltd. (“Daewoo”) with CMBFL. The Group will sell the aforementioned newbuildings for a total amount of up to $762.6 million, raising 92.5% of the newbuilding contract price in form of pre- and post- delivery financing and will lease the newbuildings back for a period of ten years (under a 20-year profile) from each delivery date. GasLog has the option to repurchase the vessels no earlier than the third anniversary of each delivery date. The interest on the outstanding capital is calculated on a daily compounded Secured Overnight Financing Rate (“SOFR”) plus a margin. On July 15, 2022, the amount of $20.6 million was drawn under these agreements to partially finance installments already paid by the Company to the shipyard. All future installments (including the delivery installment) will be financed by CMBFL. The delivery installment is subject to a fair market value test.

New Charter Agreements

During the second quarter of 2022, GasLog was awarded a one-year time charter agreement by the Hellenic Gas Transmission System Operator (DESFA) S.A. (“DESFA”) for the Methane Lydon Volney, a 145,000 cbm Steam LNG carrier built in 2006. In addition, in April 2022, with respect to the Group’s newbuilding orders, a new time charter party agreement was signed for a period of seven years, commencing upon delivery of the vessel, currently expected to be during the third quarter of 2024, and a new multi-month time charter party agreement was signed for the GasLog Savannah, a 155,000 cbm tri-fuel diesel electric (“TFDE”) LNG carrier built in 2010, currently expected to commence in the third quarter of 2022, both with a multinational oil and gas company.

The Partnership also signed a new multi-month time charter agreement with a major trading house for the GasLog Seattle, a 155,000 cbm TFDE LNG carrier built in 2013. In addition, the Partnership rechartered the Methane Rita Andrea, a 145,000 cbm Steam LNG carrier built in 2006 with an energy major for one year, which will commence after the expiration of the current time charter agreement with a wholly owned subsidiary of Gunvor Group Ltd. (“Gunvor”).

Dividend Declarations

On August 3, 2022, the board of directors declared a quarterly cash dividend of $0.15 per common share, or $14.3 million in the aggregate, payable on August 5, 2022, to shareholders of record as of August 4, 2022.

On August 3, 2022, the board of directors declared a dividend on the Series A Preference Shares of $0.546875 per share, or $2.5 million in the aggregate, payable on October 3, 2022, to holders of record as of September 30, 2022.

Financial Summary

¹ Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures and should not be used in isolation or as substitutes for GasLog’s financial results presented in accordance with International Financial Reporting Standards (“IFRS”). For the definitions and reconciliations of these measures to the most directly comparable financial measures calculated and presented in accordance with IFRS, please refer to Exhibit II at the end of this press release.

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There were 3,175 available days for the quarter ended June 30, 2022, as compared to 2,864 available days for the quarter ended June 30, 2021. Available days represent total calendar days in the period after deducting off-hire days where vessels are undergoing dry-dockings and unavailable days (for example, days before and after a dry-docking where the vessel has limited practical ability for chartering opportunities). The increase in available days was mainly driven by the deliveries of the GasLog wholly owned vessels, the GasLog Wellington and the GasLog Winchester on June 15, 2021 and August 24, 2021, respectively and the decrease in off-hire days for scheduled dry-dockings (154 dry-docking off-hire days in the three-month period ended June 30, 2021 compared to nil dry-docking off-hire days in the three-month period ended June 30, 2022).

Revenues were $216.1 million for the quarter ended June 30, 2022 ($173.0 million for the quarter ended June 30, 2021). The increase in revenues is mainly attributable to our vessels operating in the spot market in the second quarter of 2022, in line with the improvement of the LNG shipping spot and term market. There was also an increase from the aforementioned deliveries of the GasLog wholly-owned vessels, combined with less 154 off-hire days due to the scheduled dry-dockings of four of our vessels in the second quarter of 2021 (compared to nil in the same period in 2022).

Profit for the period was $48.4 million for the quarter ended June 30, 2022 ($7.7 million for the quarter ended June 30, 2021). The increase in profit is mainly attributable to the increase in revenues, as discussed above and the decrease in general and administrative expenses (mainly affected by the decrease in legal costs and the net decrease in amortization of share-based and cash compensation associated with the take-private transaction with BlackRock’s Global Energy & Power Infrastructure team (the “Transaction”), the favorable movement of the Euro (“EUR”)/U.S. Dollar (“USD”) exchange rate and reduced employee costs), partially offset by the impairment loss recognized and the increased depreciation due to the increased fleet from the newbuilding deliveries and sale and lease-back transactions. The increase in profit was further impacted by an increase in gain on derivatives, mainly due to the increase in the mark-to-market valuation of derivatives held for trading which were carried at fair value through profit or loss and the decrease in financing fees associated with the amendment of the credit facilities as a result of the costs relating to the Transaction (such costs, the “Transaction Costs”).

Adjusted EBITDA was $165.5 million for the quarter ended June 30, 2022 ($119.2 million for the quarter ended June 30, 2021). The increase in Adjusted EBITDA is mainly attributable to the increase in revenues of $43.1 million, as discussed above and the decrease of $3.7 million in voyage expenses mainly due to the increased utilization of the Group’s vessels, partially offset by an increase of $1.7 million in vessel operating and supervision costs. The increase in vessel operating and supervision costs is mainly due to the increased fleet from the newbuilding deliveries, the increase in crew costs following our enhanced COVID-19 protocols, including crew extension bonuses to support our seafarers, travelling and extended quarantine days for seafarers prior to embarkation and to the in-house management of the Solaris (after her redelivery into our managed fleet on April 6, 2022), partially offset by the favorable movement of the EUR/USD exchange rate in the three-month period ended June 30, 2022 as compared to the same period ended June 30, 2021.

Adjusted Profit was $62.5 million for the quarter ended June 30, 2022 ($26.5 million for the quarter ended June 30, 2021). The increase in Adjusted Profit is mainly attributable to the increase in Adjusted EBITDA as discussed above partially offset by the increase in depreciation as discussed above.

As of June 30, 2022, GasLog had $271.8 million of cash and cash equivalents. An amount of $10.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.

As of June 30, 2022, GasLog had an aggregate of $3.4 billion of indebtedness outstanding under its credit facilities and bond agreements, of which $291.9 million is repayable within one year. Current bank borrowings include an amount of $69.1 million with respect to the associated debt of two Steam vessels classified as held for sale as of June 30, 2022. Furthermore, as of June 30, 2022, we also had an aggregate of $342.3 million of lease liabilities mainly related to the sale and leaseback of the Methane Julia Louise, the GasLog Shanghai, the GasLog Salem and the GasLog Skagen, of which $41.8 million is payable within one year.

As of June 30, 2022, GasLog’s current assets totaled $450.7 million, while current liabilities totaled $511.8 million, resulting in a negative working capital position of $61.1 million. Current liabilities include $72.9 million of unearned revenue in relation to hires received in advance of June 30, 2022 (which represents a non-cash liability that will be recognized as revenue in July 2022 as the services are rendered).

Management monitors the Company’s liquidity position throughout the year to ensure that it has access to sufficient funds to meet its forecast cash requirements, including newbuilding and debt service commitments, and to monitor compliance with the financial covenants within its loan and bond facilities. We anticipate that our primary sources of funds for at least twelve months from the date of this report will be available cash, cash from operations, existing and future borrowings and future sale and lease-back transactions. We believe that these anticipated sources of funds will be sufficient to meet our liquidity needs and to comply with our financial covenants for at least twelve months from the date of this report and therefore it is appropriate to prepare the financial statements on a going concern basis.

GasLog Partners Preference Unit Repurchase Programme

In the quarter ended June 30, 2022, under the GasLog Partners’ preference unit repurchase programme (the “Repurchase Programme”) established in March 2021, GasLog Partners repurchased and cancelled 72,762 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series A Preference Units”), 140,201 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series B Preference Units”) and 132,715 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series C Preference Units”), for an aggregate amount of $8.7 million, including commissions.

Since the inception of the Repurchase Programme in March 2021, and up to June 30, 2022, GasLog Partners has repurchased and cancelled 80,600 Series A Preference Units, 777,220 Series B Preference Units and 615,599 Series C Preference Units, for an aggregate amount of $37.1 million, including commissions.

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Fleet Update

Owned Fleet

As of August 4, 2022, our wholly owned fleet consisted of the following vessels:

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As of August 4, 2022, the Partnership’s owned fleet consisted of the following vessels:

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Bareboat Vessels

As of August 4, 2022, our bareboat fleet consisted of the following vessels:

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As of August 4, 2022, the Partnership’s bareboat fleet consisted of the following vessel:

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Under the omnibus agreement entered into with GasLog Partners and certain of its subsidiaries in connection with the Partnership’s initial public offering, as amended, GasLog has agreed, and has caused our controlled affiliates (other than GasLog Partners, its general partner and its subsidiaries) to agree, not to acquire, own, operate or charter any LNG carrier with a cargo capacity greater than 75,000 cbm engaged in oceangoing LNG transportation under a charter for five full years or more without, within 30 calendar days after the consummation of the acquisition or the commencement of the operations or charter of such a vessel, notifying and offering GasLog Partners the opportunity to purchase such a vessel at fair market value.

Future Deliveries

As of August 4, 2022, GasLog has four newbuildings on order at Daewoo:

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EXHIBIT I - Unaudited Interim Financial Information

Unaudited condensed consolidated statements of financial position

As of December 31, 2021 and June 30, 2022

(Amounts expressed in thousands of U.S. Dollars)

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Unaudited condensed consolidated statements of profit or loss

For the three and six months ended June 30, 2021 and 2022

(Amounts expressed in thousands of U.S. Dollars)

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Unaudited condensed consolidated statements of cash flows

For the six months ended June 30, 2021 and 2022

(Amounts expressed in thousands of U.S. Dollars)

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EXHIBIT II

Non-GAAP Financial Measures:

EBITDA, Adjusted EBITDA and Adjusted Profit

EBITDA is defined as earnings before depreciation, amortization, financial income and costs, gain/loss on derivatives and taxes. Adjusted EBITDA is defined as EBITDA before foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and the Transaction Costs. Adjusted Profit represents earnings before write-off and accelerated amortization of unamortized loan fees/bond fees and premium, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives that includes (if any) (a) unrealized gain/loss on derivative financial instruments held for trading, (b) recycled loss of cash flow hedges reclassified to profit or loss and (c) ineffective portion of cash flow hedges. EBITDA, Adjusted EBITDA and Adjusted Profit are non-GAAP financial measures that are used as supplemental financial measures by management and external users of financial statements, such as investors, to assess our financial and operating performance. We believe that these non-GAAP financial measures assist our management and investors by increasing the comparability of our performance from period to period. We believe that including EBITDA, Adjusted EBITDA and Adjusted Profit assists our management and investors in (i) understanding and analyzing the results of our operating and business performance, (ii) selecting between investing in us and other investment alternatives and (iii) monitoring our ongoing financial and operational strength in assessing whether to purchase and/or to continue to hold our common shares. This is achieved by excluding the potentially disparate effects between periods of, in the case of EBITDA and Adjusted EBITDA, financial costs, gain/loss on derivatives, taxes, depreciation and amortization; in the case of Adjusted EBITDA, foreign exchange gains/losses, impairment loss, gain/loss on disposal of non-current assets, restructuring costs and Transaction Costs; and in the case of Adjusted Profit, write-off and accelerated amortization of unamortized loan/bond fees and premium, foreign exchange gains/losses, unrealized foreign exchange losses on cash and bond, impairment loss, swap optimization costs (with respect to cash collateral amendments), gain/loss on disposal of non-current assets, restructuring costs, Transaction Costs and non-cash gain/loss on derivatives, which items are affected by various and possibly changing financing methods, financial market conditions, capital structure and historical cost basis, and which items may significantly affect results of operations between periods.

EBITDA, Adjusted EBITDA and Adjusted Profit have limitations as analytical tools and should not be considered as alternatives to, or as substitutes for, or superior to, profit, profit from operations, earnings per share or any other measure of operating performance presented in accordance with IFRS. Some of these limitations include the fact that they do not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, (ii) changes in, or cash requirements for, our working capital needs and (iii) the cash requirements necessary to service interest or principal payments on our debt. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. EBITDA, Adjusted EBITDA and Adjusted Profit are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows and other companies in our industry may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

In evaluating Adjusted EBITDA and Adjusted Profit, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted Profit should not be construed as an inference that our future results will be unaffected by the excluded items. Therefore, the non-GAAP financial measures as presented below may not be comparable to similarly titled measures of other companies in the shipping or other industries.

Reconciliation of Profit to EBITDA and Adjusted EBITDA:

(Amounts expressed in thousands of U.S. Dollars)

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Reconciliation of Profit to Adjusted Profit:

(Amounts expressed in thousands of U.S. Dollars)

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