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 February 2023

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  ¨

The press release issued by GasLog Ltd. on February 23, 2023, relating to its results for the three month period ended December 31, 2022, is attached hereto as Exhibit 99.1.

EXHIBIT LIST

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.

Exhibit 99.1

Press Release

GasLog Ltd. Reports Financial Results for the Three-Month Period Ended December 31, 2022

Hamilton, Bermuda, February 23, 2023, 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 December 31, 2022.

Recent Developments

Agreement for Sale of GasLog Athens

On January 17, 2023, GasLog Hellas-2 Special Maritime Enterprise, the vessel-owning entity of the GasLog Athens, entered into a Memorandum of Agreement with respect to the sale of its vessel to an unrelated third party, with the transaction expected to be completed upon redelivery of the vessel from its current charterer.

Offer Letter

On January 24, 2023, our board of directors extended to GasLog Partners LP (“GasLog Partners” or the “Partnership”) an unsolicited non-binding proposal to acquire all of the outstanding common units representing limited partner interests of the Partnership not already beneficially owned by GasLog, at an aggregate purchase price of $7.70 per common unit in cash, consisting in part of a special distribution by the Partnership of $2.33 per common unit in cash to be distributed to the Partnership’s unitholders immediately prior to the closing of the proposed transaction and the remainder to be paid by GasLog as merger consideration at the closing of the proposed transaction. The Partnership’s board of directors has authorized its conflicts committee, consisting only of non-GasLog affiliated directors, to review, evaluate, negotiate and accept or reject the proposed transaction. GasLog’s proposal is non-binding and is subject to the negotiation and execution of mutually acceptable definitive documentation. There can be no assurance that any definitive documentation will be executed or that any transaction will materialize.

New Charter Agreements

GasLog has extended the time charter agreement of the GasLog Salem, a tri-fuel diesel electric (“TFDE”) LNG carrier, with Clearlake Shipping Pte Ltd., a wholly owned subsidiary of Gunvor Group Ltd. (“Gunvor”), for three years, with the contract now to expire in March 2026.

During the fourth quarter of 2022, GasLog Partners extended the time charter agreement of the Methane Becki Anne, a TFDE LNG carrier, with a wholly owned subsidiary of Shell plc (“Shell”) exercising their five-year option to extend, with the contract now due to expire in 2029. In addition, extended the time charter agreement of the Methane Jane Elizabeth, a steam turbine propulsion (“Steam”) LNG carrier, with a subsidiary of Cheniere Energy Inc. (“Cheniere”) exercising their option to extend for another year and entered into a one-year time charter agreement for the TFDE LNG carrier GasLog Seattle with a Swiss-headquartered energy trading company.

Dividend Declarations 

On February 22, 2023, the board of directors declared a quarterly cash dividend of $0.15 per common share, or $14.3 million in the aggregate, payable on February 24, 2023, to shareholders of record as of February 23, 2023.

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.

There were 3,105 available days for the quarter ended December 31, 2022, as compared to 3,220 available days for the quarter ended December 31, 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 decrease in available days was attributable to the sale of the Methane Shirley Elisabeth in September 2022 and the increase in off-hire days for scheduled dry-dockings (nil dry-docking off-hire days in the three-month period ended December 31, 2021 compared to 23 dry-docking off-hire days in the three-month period ended December 31, 2022).

Revenues were $244.8 million for the quarter ended December 31, 2022 ($223.1 million for the quarter ended December 31, 2021). The increase in revenues is mainly attributable to our vessels operating in the spot and short-term markets in the fourth quarter of 2022, in line with the continued strength of the LNG shipping spot and short-term markets. This increase was partially offset by a decrease in revenues due to the sale of the Methane Shirley Elisabeth in the third quarter of 2022 and the off-hire days due to the scheduled dry-docking of one of our vessels in the fourth quarter of 2022 (nil dry-dockings in the same period in 2021).

Profit for the period was $68.7 million for the quarter ended December 31, 2022 (loss of $60.0 million for the quarter ended December 31, 2021). The increase in profit is mainly attributable to the decrease in non-cash impairment loss recognized in the fourth quarter ended December 31, 2022 compared to the same quarter in 2021 and the increase in revenues, as discussed above, partially offset by an increase in financial costs which is mainly attributable to the increase in interest expense on loans, primarily due to an increase in interest rates in the fourth quarter of 2022 as compared to the same period in 2021.

Adjusted EBITDA was $190.8 million for the quarter ended December 31, 2022 ($164.9 million for the quarter ended December 31, 2021). The increase in Adjusted EBITDA is mainly attributable to the increase in revenues of $21.7 million, as discussed above and an increase of $3.6 million in share of profit of associates.

Adjusted Profit was $75.6 million for the quarter ended December 31, 2022 ($63.3 million for the quarter ended December 31, 2021). The increase in Adjusted Profit is mainly attributable to the increase in Adjusted EBITDA, the decrease in realized loss from derivatives held for trading and the increase in financial income, partially offset by the increase in financial costs, all as a result of the increase in interest rates in the fourth quarter of 2022 as compared to the same period in 2021.

As of December 31, 2022, GasLog had $368.3 million of cash and cash equivalents. An additional amount of $36.0 million of time deposits with an original duration greater than three months was classified under short-term cash deposits.

As of December 31, 2022, GasLog had an aggregate of $3.3 billion of indebtedness outstanding under its credit facilities and bond agreements, of which $295.0 million is repayable within one year. Current bank borrowings include an amount of $79.8 million with respect to the associated debt of the GasLog Chelsea, which has been renamed to Alexandroupoli and which GasLog agreed to sell following its conversion to a Floating Storage Regasification Unit (“FSRU”). The debt was prepaid in February 2023 when the vessel entered the shipyard for conversion using the proceeds received from Gastrade S.A in connection with the sale. The sale is expected to be completed by the fourth quarter of 2023. Furthermore, as of December 31, 2022, we also had an aggregate of $336.4 million of lease liabilities mainly related to the sale and leaseback of the Methane Julia Louise, the GasLog Shanghai, the GasLog Salem, the GasLog Skagen and the Methane Heather Sally, of which $48.5 million is payable within one year.

As of December 31, 2022, the total remaining balance of the contract prices of the four LNG carriers on order was $700.6 million, of which $123.9 million is due within 12 months and will be funded by the four sale and leaseback agreements entered into on July 6, 2022 with CMB Financial Leasing Co., Ltd. (“CMBFL”).

As of December 31, 2022, GasLog’s current assets totaled $468.4 million, while current liabilities totaled $533.1 million, resulting in a negative working capital position of $64.7 million. Current liabilities include (a) $71.2 million of unearned revenue in relation to hires received in advance of December 31, 2022 (which represents a non-cash liability that will be recognized as revenue in January 2023 as the services are rendered) and (b) $79.8 million with respect to the associated debt of the GasLog Chelsea, which has been renamed to Alexandroupoli.

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 leaseback 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 December 31, 2022, under the GasLog Partners’ preference unit repurchase programme (the “Repurchase Programme”) established in March 2021, GasLog Partners repurchased and cancelled 351,237 8.625% Series A Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series A Preference Units”), 127,652 8.200% Series B Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series B Preference Units”) and 144,812 8.500% Series C Cumulative Redeemable Perpetual Fixed to Floating Rate Preference Units (the “Series C Preference Units”). The aggregate amount paid under the Repurchase Programme in the fourth quarter of 2022 was $10.5 million, including commissions.

Since inception of the Repurchase Programme in March 2021, and up to December 31, 2022, GasLog Partners has repurchased and cancelled 665,016 Series A Preference Units, 1,103,618 Series B Preference Units and 938,955 Series C Preference Units, at a weighted average price of $24.64, $25.01 and $25.03 per preference unit for Series A, Series B and Series C, respectively, for an aggregate amount of $67.6 million, including commissions.

Fleet Update

Owned Fleet

As of February 23, 2023, our wholly owned fleet consisted of the following vessels:

As of February 23, 2023, the Partnership’s owned fleet consisted of the following vessels:

Bareboat Vessels

As of February 23, 2023, our bareboat fleet consisted of the following vessels:

As of February 23, 2023, the Partnership’s bareboat fleet consisted of the following vessels:

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 February 23, 2023, GasLog has four newbuildings on order at Daewoo Shipbuilding and Marine Engineering Co., Ltd.:

EXHIBIT I - Unaudited Interim Financial Information

Unaudited condensed consolidated statements of financial position

As of December 31, 2021 and 2022

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

Unaudited condensed consolidated statements of profit or loss

For the three months and years ended December 31, 2021 and 2022

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

Unaudited condensed consolidated statements of cash flows

For the years ended December 31, 2021 and 2022

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

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 costs relating to the Transaction (such costs, 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 (Loss)/profit to EBITDA and Adjusted EBITDA:

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

Reconciliation of (Loss)/profit to Adjusted Profit:

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