TORM plc SEC Filings

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.

TORM plc reports a leadership change on its Board of Directors. The company has appointed Simon Mackenzie Smith as the new Chair of the Board, succeeding Chris Boehringer. This change reflects an update in the boardroom leadership while the rest of the company’s structure and operations are not discussed in this document. The report also notes that the information is incorporated by reference into TORM plc’s existing registration statement on Form F-3 that became effective on December 19, 2024.

TORM plc reported a small increase in its share capital through a Form 6-K. The company issued 14,206 Class A common shares, each with a par value of $0.01 per share, following the exercise of an equal number of Restricted Stock Units by recipients. This represents a modest dilution as these equity awards converted into outstanding shares.

The information in this report is incorporated by reference into TORM plc’s existing shelf registration statement on Form F-3, allowing the updated share capital information to be used in connection with any registered offerings under that document.

TORM plc reported an increase in share capital totaling 2,395,426 Class A common shares. The change comprises 748,569 shares issued in connection with the delivery of one LR2 vessel and 1,646,857 shares issued upon the exercise of a corresponding number of Restricted Stock Units. These actions expand the company’s outstanding equity base through a mix of fleet-related consideration and equity compensation settlement.

The company also stated that the information is incorporated by reference into its effective Form F-3 registration statement (File No. 333-283943), providing updated disclosure for potential future use under that shelf.

TORM plc furnished a Form 6-K providing its interim results for the third quarter and nine months ended September 30, 2025. The company states that Exhibit 99.1 contains these results.

It also notes that the information in Exhibit 99.1—excluding the commentary of Jacob Meldgaard and the sections titled “The Product Tanker Market,” “Outlook for 2025,” and “Responsibility Statement”—is incorporated by reference into its effective Form F-3 (File No. 333-283943).

TORM plc, a foreign private issuer, submitted a Form 6-K to provide investors with a press release containing its interim results. The attached Exhibit 99.1 covers the company’s financial performance for the third quarter and the nine-month period ended September 30, 2025, as announced on November 06, 2025.

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.