TORM plc announces pricing of secondary public offering of its class A common shares

Existing shareholder OCM Njord sells 9 million TORM Class A shares in a secondary offering without issuing new shares or raising company capital.

Rhea-AI Summary

TORM (TRMD, TRMD A) announced the pricing of a secondary public offering of 9,000,000 Class A common shares sold by OCM Njord Holdings S.à r.l. for gross proceeds of approximately U.S. $290.25 million to the selling shareholder.

The underwriter, J.P. Morgan Securities LLC, has a 30-day option to buy up to an additional 1,350,000 shares. The company will not sell any shares and will not receive proceeds. The offering is expected to close on September 16, 2026 and is being made under an effective SEC shelf registration.

Positive

• No primary issuance: TORM is not selling shares, so the offering causes no direct dilution to existing shareholders.

Negative

• None.

News Explained

The selling shareholder owns approximately 20% of TORM’s Class A common shares before the offering, placing the transaction in the context of an existing holder’s position rather than a company capital raise.

Key Figures

Shares offered: 9,000,000 Class A common shares Gross proceeds: U.S. $290,250,000 Additional-share option: 1,350,000 Class A common shares +2 more

Shares offered

9,000,000 Class A common shares

Secondary public offering by the selling shareholder

Gross proceeds

U.S. $290,250,000

Proceeds to the selling shareholder

Additional-share option

1,350,000 Class A common shares

30-day option granted to the underwriter

Expected closing

September 16, 2026

Expected offering settlement date

Selling shareholder ownership

Approximately 20%

Beneficial ownership before the offering

Key Terms

secondary public offering, selling shareholder, prospectus supplement, shelf registration statement

4 terms

secondary public offering financial

"announces the pricing of a secondary public offering of 9,000,000"

A secondary public offering is when a company sells additional shares to the public after its initial sale, often to raise more money or allow early investors to cash out. For investors, it can impact the stock's price by increasing the number of shares available, potentially making the stock more or less valuable depending on demand.

selling shareholder financial

"by OCM Njord Holdings S.à r.l. (the "Selling Shareholder")"

An existing owner of a company's shares who is offering part or all of their holdings for sale, often through a registered secondary offering, block trade, or insider sale. It matters to investors because these sales increase the number of shares available to the public and can change who controls the company; like a large homeowner selling in a neighborhood, a big shareholder sale can alter supply, price dynamics, and ownership concentration.

prospectus supplement regulatory

"only by means of a prospectus supplement and accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"A shelf registration statement relating to the offering"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

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HELLERUP, Denmark, Sept. 15, 2026 /PRNewswire/ -- TORM plc (the "Company" or "TORM") (NASDAQ: TRMD) (NASDAQ: TRMD A) today announces the pricing of a secondary public offering of 9,000,000 (nine million) of the Company's Class A common shares by OCM Njord Holdings S.à r.l. (the "Selling Shareholder"), a company indirectly owned by funds managed by Oaktree Capital Management, L.P. and its affiliates, for gross proceeds to the Selling Shareholder of approximately U.S. $290,250,000 (two hundred ninety million two hundred fifty thousand). The Selling Shareholder has granted the underwriter a 30-day option to purchase up to an additional 1,350,000 (one million three hundred fifty thousand) Class A common shares offered in this offering. The offering is expected to close on September 16, 2026.

The Selling Shareholder beneficially owns approximately 20% of the Company's Class A common shares prior to this offering. The Company is not selling any Class A common shares and will not receive any proceeds from the sale of the Company's Class A common shares by the Selling Shareholder. 

J.P. Morgan Securities LLC is acting as sole underwriter for the offering. The underwriter intends to offer the Company's Class A common shares to the public at a fixed price, which may be changed at any time without notice. The offering is being made only by means of a prospectus supplement and accompanying base prospectus related to the offering, copies of which may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Email: prospectus-eq_fi@jpmchase.com.

This company announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein and there shall not be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A shelf registration statement relating to the offering of the Class A common stock was filed with the U.S. Securities and Exchange Commission and is effective.

Contact
Mikael Bo Larsen, Head of Investor Relations
Tel.: +45 5143 8002

About TORM

TORM is one of the world's leading carriers of refined oil products. TORM operates a fleet of product tanker vessels with a strong commitment to safety. environmental responsibility and customer service. TORM was founded in 1889 and conducts business worldwide. TORM's shares are listed on Nasdaq in Copenhagen and on Nasdaq in New York (NASDAQ: TRMD A) and (NASDAQ: TRMD). (ISIN: GB00BZ3CNK81). For further information, please visit www.torm.com.

Safe Harbor Statement as to the Future

Matters discussed in this release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are statements other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. Words such as, but not limited to, "expects," "anticipates," "intends," "plans," "believes," "estimates," "targets," "projects," "forecasts," "potential," "continue," "possible," "likely," "may," "could," "should" and similar expressions or phrases may identify forward-looking statements.

The forward-looking statements in this release are based upon various assumptions, many of which are, in turn, based upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, the Company cannot guarantee that it will achieve or accomplish these expectations, beliefs, or projections.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, our future operating or financial results; changes in governmental rules and regulations or actions taken by regulatory authorities; inflationary pressure and central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates; general domestic and international political conditions or events, including "trade wars" and the war between Russia and Ukraine, the developments in the Middle East, including the war in Israel and the Gaza Strip, and the conflict regarding the Houthis' attacks in the Red Sea; international sanctions against Russian oil and oil products; changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers' abilities to perform under existing time charters; changes in the supply and demand for vessels comparable to ours and the number of newbuildings under construction; the highly cyclical nature of the industry that we operate in; the loss of a large customer or significant business relationship; changes in worldwide oil production and consumption and storage; risks associated with any future vessel construction; our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned; availability of skilled crew members other employees and the related labor costs; work stoppages or other labor disruptions by our employees or the employees of other companies in related industries;  effects of new products and new technology in our industry;  new environmental regulations and restrictions; the impact of an interruption in or failure of our information technology and communications systems, including the impact of cyber-attacks, upon our ability to operate; potential conflicts of interest involving members of our Board of Directors and Senior Management; the failure of counterparties to fully perform their contracts with us; changes in credit risk with respect to our counterparties on contracts; adequacy of insurance coverage; our ability to obtain indemnities from customers; changes in laws, treaties or regulations; our incorporation under the laws of England and Wales and the different rights to relief that may be available compared to other countries, including the United States; government requisition of our vessels during a period of war or emergency; the arrest of our vessels by maritime claimants; any further changes in U.S. trade policy that could trigger retaliatory actions by the affected countries; the impact of the U.S. presidential and congressional election results affecting the economy, future government laws and regulations and trade policy matters, such as the imposition of tariffs and other import restrictions; potential disruption of shipping routes due to accidents, climate-related incidents, adverse weather and natural disasters, environmental factors, political events, public health threats, acts by terrorists or acts of piracy on ocean-going vessels; damage to storage and receiving facilities; potential liability from future litigation and potential costs due to environmental damage and vessel collisions; and the length and number of off-hire periods and dependence on third-party managers.

In the light of these risks and uncertainties, undue reliance should not be placed on forward-looking statements contained in this release because they are statements about events that are not certain to occur as described or at all. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions or updates to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Please see TORM's filings with the U.S. Securities and Exchange Commission for a more complete discussion of certain of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

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23-2026 - TORM plc announces pricing of secondary public offering of its class A common shares

 

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SOURCE Torm PLC

FAQ

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Who is selling the TORM Class A common shares in this offering?

The shares are being sold by OCM Njord Holdings S.à r.l., a company indirectly owned by funds managed by Oaktree Capital Management, L.P. and its affiliates. This entity is described as the Selling Shareholder and beneficially owns approximately 20% of TORM's Class A common shares prior to the offering.

Does TORM receive any proceeds from this secondary offering?

No. The company is not selling any Class A common shares in this transaction and will not receive any proceeds from the sale. The approximately U.S. $290.25 million in gross proceeds will go to the selling shareholder.

What is the underwriter’s option in connection with this offering?

The selling shareholder has granted the underwriter a 30-day option to purchase up to an additional 1,350,000 Class A common shares in connection with the offering.

How can investors obtain the prospectus for the TORM secondary offering?

The offering is being made only by means of a prospectus supplement and accompanying base prospectus. Copies, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com.

On which exchanges are TORM’s shares listed?

TORM’s shares are listed on Nasdaq in Copenhagen and on Nasdaq in New York under the symbols TRMD A and TRMD, with ISIN GB00BZ3CNK81.