TORM (Nasdaq: TRMD) raises share capital via RSU exercises

Rhea-AI Filing Summary

TORM plc increased its share capital by 597,934 Class A shares, each with a nominal value of USD 0.01, after the exercise of an equivalent number of Restricted Share Units from its incentive program. The new shares were subscribed in cash at DKK 136.30, DKK 153.20, and DKK 0.07 per A-share in separate tranches.

The capital increase was completed without pre-emption rights for existing shareholders. The new shares are ordinary, negotiable, carry one vote per share, and give rights to dividends from their issuance date. After this transaction, share capital totals USD 1,019,306.41, divided into 101,930,641 A-shares, which are expected to be admitted to trading and official listing on Nasdaq Copenhagen.

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 March 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 March 6, 2026, announcing that the Company has increased its share capital by 597,934  Class A common shares, par value $0.01 per share, as a result of the exercise of a corresponding number of Restricted Stock Units.

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: March 6, 2026
	By:	/s/ Jacob Meldgaard
		Jacob Meldgaard
		Executive Director and Principal Executive Officer

Exhibit 99.1

COMPANY ANNOUNCEMENT

TORM plc capital increase in connection with exercise of Restricted Share Units as part of TORM’s incentive program

TORM plc (Nasdaq: TRMD or TRMD A) has increased its share capital by 597,934 A-shares (corresponding to a nominal value of USD 5,979.34) as a result of the exercise of a corresponding number of Restricted Share Units (“RSUs”). A total of 322,698 new shares are subscribed for in cash at DKK 136.30 per A-share; 225,514 new shares are subscribed for in cash at DKK 153.20, and 49,722 new shares are subscribed for in cash at DKK 0.07.

Transfer restrictions may apply in certain jurisdictions outside Denmark, including applicable US securities laws. The capital increase is carried out without any pre-emption rights for existing shareholders or others.

The new shares (i) are ordinary shares without any special rights and are negotiable instruments, (ii) give the right to dividends and other rights in relation to TORM as of the date of issuance and (iii) are expected to be admitted to trading and official listing on Nasdaq Copenhagen as soon as possible.

After the capital increase, TORM’s share capital totals to USD 1,019,306.41 divided into 101,930,641 A-shares with a nominal value of USD 0.01 each. Each A-share carries one vote.

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 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

TORM PLC | 120 CANNON STREET LONDON, EC4N 6AS, UNITED KINGDOM | COMPANY: 09818726 COMPANY ANNOUNCEMENT NO. 05 06 MARCH 2026 Page 1/2

COMPANY ANNOUNCEMENT

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. 05 06 MARCH 2026 Page 2/2

FAQ

What change in share capital did TORM (TRMD) announce in this report?

TORM increased its share capital by 597,934 Class A shares through the exercise of Restricted Share Units. Each share has a nominal value of USD 0.01, adding USD 5,979.34 in nominal capital as part of the company’s incentive program for employees and management.

How were the new TORM (TRMD) shares from RSU exercises priced?

The 597,934 new TORM A-shares were issued in three cash subscription tranches: 322,698 shares at DKK 136.30, 225,514 shares at DKK 153.20, and 49,722 shares at DKK 0.07. These prices reflect different grant conditions under the company’s Restricted Share Unit incentive program.

What is TORM’s total share capital and share count after this increase?

After the capital increase, TORM’s total share capital amounts to USD 1,019,306.41. This is divided into 101,930,641 A-shares, each with a nominal value of USD 0.01 and one vote per share, forming the updated equity base of the company following the RSU exercises.

Do existing TORM (TRMD) shareholders have pre-emption rights on these new shares?

Existing TORM shareholders did not have pre-emption rights on this issuance. The capital increase was carried out without any pre-emption rights for existing shareholders or others, reflecting that the new shares resulted from Restricted Share Unit exercises under TORM’s established incentive program.

What rights do the new TORM A-shares issued from RSUs carry?

The new TORM A-shares are ordinary negotiable shares without special rights. They entitle holders to dividends and other shareholder rights in relation to TORM from their issuance date, and each A-share carries one vote, aligning them fully with the company’s existing listed share class.

Where will the newly issued TORM (TRMD) shares be listed and traded?

The newly issued TORM A-shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen. Once listed, they will trade alongside existing A-shares, providing liquidity to RSU recipients and integrating the incentive-related issuance into the public market float.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 d12116170_ex99-1.htm 18.5 KB