Hafnia buys 14.45% stake in TORM; clarifies net loan‑to‑value

Rhea-AI Filing Summary

Hafnia Limited announced a binding agreement to buy 14.45% of TORM plc's A shares from Oaktree, representing a significant equity stake in a peer shipping company. The filing also includes a clarification to Hafnia's net loan‑to‑value definition as it relates to the company's dividend policy; that clarification has been incorporated by reference into Hafnia's Form F-3 registration statement effective May 29, 2025. The report is presented on Form 6‑K and is signed by CFO Petrus Wouter Van Echtelt on September 11, 2025. The two items—(1) the share purchase agreement and (2) the net loan‑to‑value clarification—are the material disclosures in this current report.

Positive

• Acquisition of a 14.45% stake in TORM plc from Oaktree, establishing a clear equity position
• Clarified net loan‑to‑value definition incorporated into Form F‑3 to align the dividend policy with a defined leverage metric

Negative

• None.

Insights

M&A Analyst

Hafnia is taking a minority but meaningful 14.45% stake in a listed peer.

Acquiring 14.45% of TORM plc's A shares from Oaktree creates a significant equity position that could affect strategic alignment or voting dynamics between the two companies. The purchase price or financing details are not disclosed, so the direct balance sheet impact is unspecified.

Watch for filings or disclosures on closing mechanics, any agreed governance rights, and whether the stake triggers further regulatory or disclosure obligations in the near term.

Corporate Finance Analyst

The clarification to net loan‑to‑value ties capital structure to dividend policy.

Updating the net loan‑to‑value definition linked to the dividend policy clarifies how leverage will be measured when assessing distributable cash. The Form F‑3 incorporation means the clarified definition is part of the company's registration framework effective May 29, 2025.

Investors should monitor subsequent disclosures showing reported net loan‑to‑value under the clarified definition and any dividend announcements that reference it, likely within upcoming quarterly communications.

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 September, 2025.

Commission File Number: 001-41996

HAFNIA LIMITED

c/o Hafnia SG Pte Ltd

10 Pasir Panjang Road,

#18-01 Mapletree Business City,

Singapore 117438

+65 6434 3770

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 ☑ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of Hafnia Limited (the “Company”), announcing that the Company has entered into a binding share purchase agreement to acquire 14.45% of TORM plc’s A shares from Oaktree.

Attached to this Report on Form 6-K as Exhibit 99.2 is a copy of the press release of the Company, announcing a clarification to the Company’s net loan-to-value definition in relation to the Company’s dividend policy.

The information contained in Exhibit 99.2 to this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-287637) that was filed with the U.S. Securities and Exchange Commission effective May 29, 2025.

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.

	HAFNIA LIMITED
	By:	/s/ Petrus Wouter Van Echtelt
	Name:	Petrus Wouter Van Echtelt,
	Title:	Chief Financial Officer

Date: September 11, 2025

FAQ

What stake is Hafnia (HAFN) acquiring in TORM plc?

Hafnia is acquiring 14.45% of TORM plc's A shares from Oaktree.

Does the filing disclose the purchase price for the TORM stake?

No. The current report discloses the binding share purchase agreement and the 14.45% stake but does not state the purchase price or financing details.

What change was made to Hafnia's dividend policy disclosure?

The company issued a clarification to its net loan‑to‑value definition as it relates to the dividend policy; that clarification was incorporated by reference into the Form F‑3 registration statement.

When was the Form F‑3 incorporation effective?

The incorporation into the registration statement on Form F‑3 (File No. 333-287637) was effective on May 29, 2025.

Who signed the Form 6‑K for Hafnia and when?

The report is signed by CFO Petrus Wouter Van Echtelt on September 11, 2025.