TORM plc: Major Shareholder Announcement

Rhea-AI Summary

TORM plc (NASDAQ: TRMD / TRMD A) announced that Oaktree completed its acquisition of A shares on 22 December 2025. Following the transaction, Oaktree holds 26,425,059 A shares and Hafnia holds 14,156,061 A shares out of a total 101,332,707 A shares.

The board will now follow Article 5 of the Articles to determine the threshold date when Oaktree and affiliates first ceased to beneficially own at least one third of issued shares. On the threshold date the office of the B director, the C share voting rights and the limitations under Article 137 will cease to have effect, and the B and C share will be redeemed and cancelled. Further announcements will follow once processes conclude.

Positive

• Oaktree completed A share acquisition on 22 Dec 2025
• Oaktree holds 26,425,059 A shares
• Hafnia holds 14,156,061 A shares
• Total A shares outstanding: 101,332,707

Negative

• Office of the B director will cease on the threshold date
• C share voting rights will cease and those shares will be redeemed and cancelled
• Limitations under Article 137 will cease on the threshold date

Key Figures

Oaktree holding 26,425,059 A shares Post-transaction stake disclosed in major shareholder announcement

Hafnia holding 14,156,061 A shares Post-transaction stake following acquisition from Oaktree

Total A shares 101,332,707 A shares Total issued A shares of USD 0.01 each referenced in article

Nominal share value USD 0.01 per A share Stated nominal value of each A share in capital structure

Market Reality Check

$19.39 Last Close

Volume Volume 1,151,897 is about 0.47x the 20-day average of 2,464,976, indicating subdued trading activity before this announcement. low

Technical Shares trade above the 200-day moving average of 124.49, suggesting a pre-existing upward bias before this news.

Peers on Argus

Sector peers showed modest gains, with moves between 0.04% and 1.2%, but no names appeared in momentum scanners, pointing to stock-specific rather than broad sector drivers.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 16	Board leadership change	Neutral	-1.0%	Appointment of a new Chair following a planned succession process.
Dec 16	Conference presentation	Neutral	-1.0%	Announcement of participation in a major healthcare investor conference.
Dec 01	Product compliance update	Positive	-2.2%	Launch of 21 CFR Part 11 compliance software for xCELLigence RTCA eSight.
Nov 24	Earnings results	Positive	+2.3%	Q4 FY2025 revenue and EPS growth with FY2026 guidance provided.
Nov 21	Leadership transition	Neutral	+4.3%	CEO transition and interim leadership appointment framed from financial strength.

Pattern Detected

Recent news has produced mostly aligned reactions, with one notable divergence on a positive product update.

Recent Company History

Over the last few months, the company’s news flow has centered on governance, investor outreach, product enhancements, and earnings. A new Board Chair was appointed on Dec 16, 2025, and management has participated in high-profile events like the 44th Annual J.P. Morgan Healthcare Conference. Product-related compliance software and solid Q4 FY2025 results, including full-year revenue of $6.95B, were key operational updates. Taken together, prior announcements emphasize strategic execution and regulatory readiness, providing context for today’s shareholder-structure development.

Market Pulse Summary

This announcement centers on a major shareholder transaction and the resulting governance triggers under the company’s Articles of Association. It clarifies post-deal holdings for two large investors and describes how the board will determine whether a defined threshold date has occurred, which would end certain special voting rights and share classes. Investors may monitor follow-up disclosures on these processes and any changes to board powers or capital structure.

Key Terms

articles of association regulatory

"the processes required under article 5 of TORM plc's articles of association ("Articles")"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

threshold date regulatory

"to determine whether the "threshold date" defined in the Articles ... has occurred"

A threshold date is the specific cutoff day used to decide which shareholders, holdings, or events count toward meeting a required level for a corporate action, regulatory filing, or vote. Investors need to have met the ownership, filing, or event condition by that date for it to count — like showing up before a ticketed event closes, because only arrivals before the gate shut are admitted. Knowing the threshold date tells investors whether their position or paperwork will be considered when an outcome is determined.

beneficially own regulatory

"the first time at which Oaktree and its affiliates have ceased to beneficially own at least one third"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

voting rights regulatory

"the C share voting rights and the limitations on TORM plc's actions set out in Article 137"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

treasury financial

"issued shares, excluding any shares held in treasury"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

AI-generated analysis. Not financial advice.

HELLERUP, Denmark, Dec. 23, 2025 /PRNewswire/ -- With reference to TORM plc's (NASDAQ: TRMD) (NASDAQ: TRMD A) company announcements dated 03 and 09 September 2025 regarding Hafnia Limited's ("Hafnia") potential acquisition of shares in TORM plc from Oaktree Capital Management, L.P. and its affiliates ("Oaktree"), TORM plc has been informed by Oaktree that this acquisition was completed on 22 December 2025.

Following completion of the acquisition, TORM plc understands that Oaktree holds 26,425,059 A shares, and Hafnia holds 14,156,061 A shares, out of a total of 101,332,707 A shares of USD 0.01 each.

Accordingly, following receipt of Oaktree's threshold notice, the board of directors will now undertake the processes required under article 5 of TORM plc's articles of association ("Articles") to determine whether the "threshold date" defined in the Articles (being the first time at which Oaktree and its affiliates have ceased to beneficially own at least one third of the issued shares, excluding any shares held in treasury) has occurred.

Once the threshold date has been determined, each of the office of the B director, the C share voting rights and the limitations on TORM plc's actions set out in Article 137 will cease to have effect on the threshold date in accordance with the Articles and the B and C share will be redeemed and cancelled.

Further announcements will be made as appropriate once these processes are concluded.

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 (ticker: TRMD A and 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 new buildings 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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30-2025 - Major Shareholder Announcement

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SOURCE Torm PLC

FAQ

When did Oaktree complete its acquisition of TORM A shares (TRMD A)?

Oaktree completed the acquisition on 22 December 2025.

How many A shares does Oaktree hold in TORM after the transaction (TRMD A)?

Oaktree holds 26,425,059 A shares out of 101,332,707 A shares outstanding.

What A share holdings does Hafnia have in TORM following the deal (TRMD A)?

Hafnia holds 14,156,061 A shares following completion of the acquisition.

What governance changes will occur when TORM determines the threshold date (TRMD A)?

On the threshold date the B director office, C share voting rights, and certain Article 137 limitations will cease; B and C shares will be redeemed and cancelled.

Will TORM provide further updates about the A share threshold process (TRMD A)?

Yes, the company will make further announcements once the Article 5 processes are concluded.