Oaktree stake falls; TORM (Nasdaq: TRMD) reshapes board, votes structure

Rhea-AI Filing Summary

TORM plc reports a governance change triggered by a drop in Oaktree Capital Management’s ownership. Under TORM’s articles of association, the “threshold date” is set at January 6, 2026, the first time Oaktree and its affiliates ceased to beneficially own at least one third of the company’s issued shares, excluding treasury shares. As a result, the B-Director position and authority are extinguished and David Weinstein, Deputy Chairman and Senior Independent Director, leaves the Board on that date but continues as a Special Advisor.

The limitations on TORM’s actions in Article 137 cease to have effect from the threshold date, so reserved matters no longer require those special approvals. TORM’s B- and C-shares are being redeemed and cancelled under the Articles, and no further B- or C-shares can be issued. The C-share right to vote 350,000,000 shares has ended from the threshold date, leaving voting rights of 101,332,707 A-shares and one B-share, each carrying one vote. After redemption and cancellation, share capital will be USD 1,013,327.07, divided into 101,332,707 A-shares of USD 0.01 each.

Insights

Corporate governance analyst

TORM normalizes its governance as Oaktree’s influence falls.

TORM plc has reached the threshold in its articles where Oaktree Capital Management and its affiliates no longer beneficially own at least one third of the issued shares, excluding treasury stock. This automatically ends the special B-Director role and the additional constraints in Article 137, simplifying decision-making to standard board and shareholder approvals.

David Weinstein’s departure from the Board as Deputy Chairman and Senior Independent Director, combined with his continuation as a Special Advisor, signals continuity of expertise even as formal control rights tied to Oaktree unwind. The termination of the C-share right to vote 350,000,000 shares and the move to 101,332,707 A-shares plus one B-share, each with one vote, make the voting structure more straightforward.

Once redemption and cancellation of B- and C-shares are complete, share capital will total USD 1,013,327.07, all in A-shares. The actual impact on control will depend on how the remaining A-shares are distributed among investors, which is not detailed here, but structurally this represents a shift away from a shareholder with enhanced rights to a more conventional one-share-one-vote framework.

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number 001-38294

TORM plc

4th Floor, 120 Cannon Street, London, EC4N 6AS, United Kingdom

(Address of principal executive offices)

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 [X]       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 TORM plc (the “Company”), dated January 6, 2026, announcing that, in accordance with the Company’s articles of association (“Articles”), the Board of Directors has determined that the threshold date defined in the Articles (being the first time at which Oaktree Capital Management, L.P. and its affiliates (“Oaktree”) have ceased to beneficially own at least one-third of the Company’s issued shares, excluding any shares held in treasury) has occurred and is therefore set to January 6, 2026. As Oaktree’s beneficial ownership in the Company’s issued and outstanding shares is below one-third, the position and authority of the B-Director is extinguished and, as a result, David Weinstein, Deputy Chairman and Senior Indepdendent Director, will leave the Board of Directors effective as of January 6, 2026.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-283943) that was filed with the U.S. Securities and Exchange Commission effective December 19, 2024.

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.

	TORM PLC
Dated: January 6, 2026
	By:	/s/ Jacob Meldgaard
		Jacob Meldgaard
		Executive Director and Principal Executive Officer

Exhibit 99.1

COMPANY ANNOUNCEMENT

TORM plc Occurrence of Threshold Date and Change to the Board

Reference is made to TORM plc’s (Nasdaq ticker: TRMD or TRMD A) company announcement dated 23 December 2025 regarding completion of Hafnia Limited’s (“Hafnia”) acquisition of shares in TORM plc from Oaktree Capital Management, L.P. and its affiliates (“Oaktree”).

In accordance with TORM plc’s articles of association (“Articles”), the Board of Directors has today determined that 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 and is therefore set at today.

As the ownership stake held by Oaktree and its affiliates is now below the one-third threshold, the position and authority of the B-Director is extinguished. As a result, our Deputy Chairman and Senior Independent Director, David Weinstein, will leave the Board effective as of this date. The Board wishes to thank Mr. Weinstein for his support and dedication to the company and its associates since joining the Board in 2015. His experience and dedication have proven invaluable to the Board and to the Company. Upon his departure from the Board, the Company has retained Mr. Weinstein in an ongoing capacity as a Special Advisor to the Board.

Mr. Weinstein stated that: “It has been a great privilege serving TORM through numerous transformative events and business cycles. The success of the One TORM platform is a direct result of the enormous contributions from our associates, our Management and our Board all working in concert to deliver safety, excellence and value. I am honored to have worked with such an extraordinary team. I am grateful for their trust and support and confident in the company’s future success.”

The limitations on TORM plc’s actions set out in Article 137 stop having effect immediately at the threshold date and no approvals will be needed other than any provided under the legislation for any reserved matter after that time.

The B- and C-shares are in the process of being redeemed and cancelled in accordance with the Articles and no further B- or C-shares can then be issued.

The C-share right to vote 350,000,000 shares has ceased as from the threshold date. The right of the B-share to one vote continues until it is redeemed. Therefore, from the threshold date, the voting rights are 101,332,707 A-shares and one B-share, each with one vote per share.

After the redemption/cancellation, TORM plc’s share capital will amount to USD 1,013,327.07 divided into 101,332,707 A-shares of USD 0.01 each.

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

TORM PLC | 120 CANNON STREET
LONDON, EC4N 6AS, UNITED KINGDOM | COMPANY: 09818726 COMPANY ANNOUNCEMENT NO. 01 06 JANUARY 2026 PAGE 1 / 2

COMPANY ANNOUNCEMENT

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.

TORM PLC | 120 CANNON STREET
LONDON, EC4N 6AS, UNITED KINGDOM | COMPANY: 09818726 COMPANY ANNOUNCEMENT NO. 01 06 JANUARY 2026 PAGE 2 / 2

FAQ

What governance change did TORM (TRMD) report in this 6-K?

TORM reported that the threshold date in its articles has occurred because Oaktree and its affiliates no longer beneficially own at least one third of the issued shares, extinguishing the B-Director role and the related special limitations in Article 137.

How does Oaktree’s reduced ownership affect TORM’s Board of Directors?

David Weinstein, who served as Deputy Chairman and Senior Independent Director and held the B-Director position, will leave the Board effective January 6, 2026, but will remain involved as a Special Advisor to the Board.

What changes are occurring to TORM’s share classes and voting rights?

The B- and C-shares are being redeemed and cancelled under the Articles, and no new B- or C-shares can be issued. The C-share right to vote 350,000,000 shares has ceased, and from the threshold date voting rights are 101,332,707 A-shares and one B-share, each with one vote.

What will TORM’s share capital look like after redemption and cancellation?

After redemption and cancellation of B- and C-shares, TORM’s share capital will be USD 1,013,327.07, divided into 101,332,707 A-shares with a nominal value of USD 0.01 each.

What happens to the special limitations in Article 137 of TORM’s Articles?

The limitations on TORM’s actions set out in Article 137 stop having effect immediately at the threshold date, so after that time no special approvals are needed for reserved matters beyond those required by applicable legislation.

Does David Weinstein maintain any role at TORM after leaving the Board?

Yes. Although David Weinstein leaves the Board as of the threshold date, TORM has retained him in an ongoing capacity as a Special Advisor to the Board.