TORM holder Oaktree to sell 9M shares for $286M

Oaktree-affiliated holder executes a large secondary block sale in TORM shares and remains an 11.06% beneficial owner under a temporary lock-up.

Rhea-AI Filing Summary

TORM plc (TRMD) discloses that funds affiliated with Oaktree, through Njord Luxco, entered into an underwriting agreement to sell 9,000,000 Class A shares in a secondary block trade at $31.75 per share, for $285,750,000 in gross proceeds to Njord Luxco.

The underwriter, J.P. Morgan Securities LLC, also received a 30‑day option to purchase up to 1,350,000 additional shares at the same price. After these transactions, the reporting group is deemed to beneficially own 11,329,874 shares, or 11.06% of TORM’s 102,421,267 Class A shares outstanding as of September 14, 2026. Njord Luxco and certain other holders agreed to customary lock‑up arrangements through November 13, 2026.

Filing Explained

The amended Schedule 13D reports that the sale of 9,000,000 Class A shares closed on September 16, 2026; the separate 30-day option for up to 1,350,000 more shares is described as a purchase right, not a completed sale in this filing.

Key Figures

Shares sold in block trade: 9,000,000 shares Block trade price: $31.75 per share Gross proceeds to Njord Luxco: $285,750,000 +5 more

8 metrics

Shares sold in block trade 9,000,000 shares Class A shares sold by Njord Luxco at $31.75 per share under the September 2026 underwriting agreement

Block trade price $31.75 per share Sale price for 9,000,000 Class A shares in the September 2026 block trade

Gross proceeds to Njord Luxco $285,750,000 Aggregate proceeds from sale of 9,000,000 Class A shares before expenses

Underwriter option shares 1,350,000 shares Maximum additional Class A shares purchasable by underwriter within 30 days at $31.75 per share

Beneficial ownership 11,329,874 shares Class A shares deemed beneficially owned by the reporting persons after the described transactions

Ownership percentage 11.06% Portion of TORM’s outstanding Class A shares beneficially owned by the reporting group

Shares outstanding 102,421,267 shares TORM plc Class A shares outstanding as of September 14, 2026 used for ownership calculations

Lock-up period end November 13, 2026 End date for lock-up restricting sales of Class A shares by Njord Luxco and certain others

Key Terms

Schedule 13D, beneficial owner, underwriting agreement, block trade, +2 more

6 terms

Schedule 13D regulatory

"amends and supplements the statement on filed by the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner regulatory

"may be deemed the beneficial owner of 11,329,874 Class A Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

underwriting agreement financial

"entered into an underwriting agreement dated September 14, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

block trade financial

"referred to as the "September 2026 Block Trade""

A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.

lock-up agreements financial

"entered into customary "lock-up" agreements with the Underwriter"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

Prospectus Supplement regulatory

"outstanding as of September 14, 2026, as reported in the Issuer's prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major transaction involving TRMD shares is disclosed in this Schedule 13D/A?

Njord Luxco, affiliated with Oaktree, agreed to sell 9,000,000 Class A shares of TORM plc in a secondary block trade at $31.75 per share, generating $285,750,000 in gross proceeds to Njord Luxco, with J.P. Morgan Securities LLC acting as underwriter.

How large is Oaktree’s remaining stake in TORM plc (TRMD) after this amendment?

The reporting persons are deemed to beneficially own 11,329,874 Class A shares of TORM plc, representing approximately 11.06% of the 102,421,267 Class A shares outstanding as of September 14, 2026, based on the issuer’s prospectus supplement.

What additional share option did the underwriter receive in the TRMD block trade?

Under the September 2026 underwriting agreement, J.P. Morgan Securities LLC received a 30‑day option to purchase up to 1,350,000 additional Class A shares from Njord Luxco at the same $31.75 per‑share price as the initial 9,000,000 shares.

Who receives the proceeds from the TORM plc (TRMD) share sale described here?

The proceeds go to Njord Luxco, the selling shareholder. It will receive $285,750,000 in aggregate gross proceeds before expenses from selling 9,000,000 TORM Class A shares at $31.75 per share in the September 2026 block trade.

What lock-up restrictions apply to Oaktree’s TORM plc (TRMD) holdings?

Njord Luxco and certain other persons entered into lock-up agreements dated September 14, 2026, generally agreeing not to sell or dispose of TORM Class A shares or related securities from September 14, 2026 through November 13, 2026, without the underwriter’s prior written consent.

What is the total number of TORM plc (TRMD) Class A shares outstanding used for ownership calculations?

Ownership percentages are calculated using 102,421,267 Class A shares outstanding as of September 14, 2026, as reported in TORM plc’s prospectus supplement, which serves as the basis for the 11.06% beneficial ownership figure disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 05:00 PM Accepted by SEC EDGAR 09/16/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)

TORM plc

(Name of Issuer)

Class A common shares, par value $0.01 per share

(Title of Class of Securities)

G89479102

(CUSIP Number)

Martin Boskovich
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6759

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G89479102

1

Name of reporting person

OCM NJORD HOLDINGS S.A R.L.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,329,874.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,329,874.00

11

Aggregate amount beneficially owned by each reporting person

11,329,874.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.06 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 102,421,267 shares of Class A common shares, par value $0.01 per share (the "Class A Shares") outstanding as of September 14, 2026, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on September 16, 2026 (the "Prospectus Supplement").

SCHEDULE 13D

CUSIP Number(s): G89479102

1

Name of reporting person

OAKTREE CAPITAL MANAGEMENT GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,329,874.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,329,874.00

11

Aggregate amount beneficially owned by each reporting person

11,329,874.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.06 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 102,421,267 Class A Shares outstanding as of September 14, 2026, as reported in the Prospectus Supplement.

SCHEDULE 13D

CUSIP Number(s): G89479102

1

Name of reporting person

OAKTREE CAPITAL HOLDINGS, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,329,874.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,329,874.00

11

Aggregate amount beneficially owned by each reporting person

11,329,874.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.06 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 102,421,267 Class A Shares outstanding as of September 14, 2026, as reported in the Prospectus Supplement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common shares, par value $0.01 per share
(b)	Name of Issuer: TORM plc
(c)	Address of Issuer's Principal Executive Offices: 4th Floor, 120 Cannon Street, London, UNITED KINGDOM , EC4N 6AS.
Item 1 Comment: This Amendment No. 24 ("Amendment No. 24") amends and supplements the statement on Schedule 13D filed by the Reporting Persons on February 5, 2018, as amended by Amendment No. 1 thereto filed March 27, 2020, Amendment No. 2 thereto filed May 19, 2020, Amendment No. 3 thereto filed June 5, 2020, Amendment No. 4 thereto filed June 17, 2020, Amendment No. 5 thereto filed September 14, 2020, Amendment No. 6 thereto filed April 26, 2023, Amendment No. 7 thereto filed June 12, 2023, Amendment No. 8 thereto filed December 4, 2023, Amendment No. 9 thereto filed January 9, 2024, Amendment No. 10 thereto filed January 18, 2024, Amendment No. 11 thereto filed March 14, 2024, Amendment No. 12 thereto filed April 8, 2024, Amendment No. 13 thereto filed June 3, 2024, Amendment No. 14 thereto filed October 3, 2024, Amendment No. 15 thereto filed March 18, 2025, Amendment No. 16 thereto filed September 5, 2025, Amendment No. 17 thereto filed September 15, 2025, Amendment No. 18 thereto filed September 29, 2025, Amendment No. 19 thereto filed November 17, 2025, Amendment No. 20 thereto filed December 23, 2025, Amendment No. 21 thereto filed January 8, 2026, Amendment No. 22 thereto filed March 6, 2026, and Amendment No. 23 thereto filed June 23, 2026 (the "Original 13D," and together with Amendment No. 24, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 24 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 24 shall have the same meanings ascribed thereto in the Schedule 13D. The Issuer is a foreign private issuer as defined in Rule 3b-4 of the Act and its principal executive offices are at 4th Floor, 120 Cannon Street, London, EC4N 6AS, United Kingdom.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to incorporate the following at the end thereof: On September 14, 2026, Njord Luxco entered into an underwriting agreement dated September 14, 2026 (the "September 2026 Underwriting Agreement") by and among Njord Luxco, the Issuer, and J.P. Morgan Securities LLC (the "Underwriter") for the sale by Njord Luxco of 9,000,000 Class A Shares (the "Initial Shares") to the Underwriter at a price of $31.75 per share, or $285,750,000.00 in aggregate proceeds to Njord Luxco before expenses (the "September 2026 Block Trade"). The closing of the sale of the Initial Shares by Njord Luxco to the Underwriter pursuant to the Underwriting Agreement occurred on September 16, 2026. In addition, pursuant to the Underwriting Agreement, Njord Luxco granted the Underwriter an option for a period of 30 days to purchase up to 1,350,000 additional Class A Shares (the "Option Shares") at the same price per share as the Initial Shares. In connection with the execution of the Underwriting Agreement for the September 2026 Block Trade, Njord Luxco and certain other persons entered into customary "lock-up" agreements with the Underwriter, dated September 14, 2026 (the "September 2026 Lock-up Agreements"), pursuant to which Njord Luxco and certain other persons generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any Class A Shares or securities convertible into, or exchangeable or exercisable for, Class A Shares, during the period commencing on September 14, 2026 and ending on November 13, 2026, without prior written consent from the Underwriter. The foregoing descriptions of the September 2026 Underwriting Agreement and the September 2026 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the September 2026 Underwriting Agreement, a copy of which is attached hereto as Exhibit A, and the form of the September 2026 Lock-up Agreement attached as Exhibit E to the September 2026 Underwriting Agreement, both of which are incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows and as set forth in subsections (b) and (c): The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. Ownership percentages set forth in this Schedule 13D assume 102,421,267 Class A Shares outstanding as of September 14, 2026, which is based on the Issuer's Prospectus Supplement. As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 11,329,874 Class A Shares, which represents approximately 11.06% of the total outstanding Class A Shares. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the Class A Shares referred to herein for purposes of the Act, or for any other purpose.
(b)	The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5.
(c)	Except as related to the September 2026 Block Trade, the Reporting Persons have not effected any other transactions in the Class A Shares since the filing of Amendment No. 23.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 of this Amendment No. 24.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Underwriting Agreement, dated as of September 14, 2026, by and among Njord Luxco, the Issuer and J.P. Morgan Securities LLC, incorporated by reference to Exhibit 1.1 to the Issuer's Form 6-K filed on September 16, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

OCM NJORD HOLDINGS S.A R.L.

Signature:	/s/ Martin Eckel
Name/Title:	Martin Eckel / Manager
Date:	09/16/2026

OAKTREE CAPITAL MANAGEMENT GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	09/16/2026

OAKTREE CAPITAL HOLDINGS, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	09/16/2026