Torm Plc SEC Filings

Amendment No. 18 to the Schedule 13D amends the description of a sale and purchase agreement in which OCM Njord agreed to sell 14,156,061 Class A shares of TORM plc at $22.00 per share for aggregate cash proceeds of $311,433,342. The purchase by Hafnia Limited is expected to close before February 11, 2026 and is subject to conditions including the appointment of a nominee to TORM's board as chair, regulatory approvals in Brazil and Denmark, and antitrust or foreign direct investment clearances. Between signing and closing, OCM Njord agreed to certain voting and corporate action restrictions and to use reasonable endeavours to avoid material changes to TORM's corporate structure or business without Hafnia's consent. The filing reports the reporting persons beneficially own 40,581,120 Class A shares, representing 41.43% of the Class A shares outstanding based on 97,952,429 shares.

TORM plc disclosed that its Board of Directors approved grants of restricted stock units. The Company awarded a total of 1,293,434 RSUs to certain employees and an additional 500,000 RSUs to Jacob Meldgaard, Executive Director. The press release announcing these awards is included as Exhibit 99.1 to the Form 6-K dated September 23, 2025, and is incorporated by reference into TORM’s Form F-3 registration statement (File No. 333-283943) that became effective December 19, 2024. The filing identifies Jacob Meldgaard as the signatory and principal executive officer for this report.

OCM Njord (an Oaktree-related vehicle) filed Amendment No. 17 to its Schedule 13D for TORM plc Class A shares reporting beneficial ownership of 40,581,120 Class A Shares, equal to 41.43% of the Class A shares based on 97,952,429 outstanding Class A shares as of June 4, 2025. The amendment discloses a signed Sale and Purchase Agreement dated September 11, 2025 under which OCM Njord agreed to sell 14,156,061 Class A Shares to Hafnia Limited at $22.00 per share for aggregate proceeds of $311,433,342. Closing is expected before February 11, 2026 and is conditioned on board nominee appointments, certain regulatory approvals (including Brazil and Denmark), antitrust and foreign direct investment clearances, and restrictions on material transactions by the issuer prior to closing.

TORM plc said on September 9, 2025 that following a September 3, 2025 announcement about Hafnia Limited potentially acquiring shares held by Oaktree Capital Management, L.P., the UK Panel on Takeovers and Mergers has determined the company is not subject to the UK City Code on Takeovers and Mergers because the Panel does not regard TORM's central management and control as being in the UK, the Channel Islands or the Isle of Man. The company nevertheless remains subject to Chapter 8 of the Danish Consolidated Act No. 652 on capital markets and the Danish Executive Order No. 614 on takeover bids. The press release is incorporated by reference into TORM's Form F-3 registration statement.

OCM Njord and affiliated Oaktree entities disclosed a proposed partial sale of TORM plc Class A shares. The filing reports the group beneficially owns 40,581,120 Class A shares, equal to 41.43% of outstanding Class A stock based on 97,952,429 shares. Under an Offer Letter dated September 3, 2025, OCM Njord agreed that Hafnia Limited would purchase 14,156,061 Class A Shares for $22.00 per share, totaling $311,433,342, subject to definitive documents and regulatory and UK Takeover Code confirmations. Completion conditions include appointment of a nominee as chair, no material non-arm’s-length transactions before closing, and obtaining required antitrust or foreign investment approvals.