TORM: Njord Luxco completes $252M share sale

The reporting persons stated that they ceased to beneficially own any outstanding TORM Class A shares after the October 7 closing.

Rhea-AI Filing Summary

TORM plc’s Class A shares were sold by Njord Luxco in a completed block trade: 6,329,874 shares at $39.845 per share, for $252,213,829.53 in aggregate proceeds to Njord Luxco before expenses. The sale to J.P. Morgan Securities LLC closed October 7, 2026. The reporting persons—OCM Njord Holdings S.A R.L., Oaktree Capital Management GP, LLC, and Oaktree Capital Holdings, LLC—reported that they ceased to beneficially own any outstanding Class A shares on that date. Under the related lock-up agreements, Njord Luxco and certain other persons generally agreed, subject to exceptions, not to sell, transfer, or otherwise dispose of Class A shares or securities convertible into, exchangeable for, or exercisable for those shares during the period commencing October 6, 2026 and ending November 13, 2026, without the underwriter’s prior written consent.

Key Figures

Class A shares sold: 6,329,874 shares Sale price: $39.845 per share Aggregate proceeds: $252,213,829.53

3 metrics

Class A shares sold 6,329,874 shares October 2026 block trade by Njord Luxco

Sale price $39.845 per share Price paid to Njord Luxco

Aggregate proceeds $252,213,829.53 Proceeds to Njord Luxco before expenses

Key Terms

block trade, underwriting agreement, lock-up agreements, beneficially own

4 terms

block trade financial

"October 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.

underwriting agreement financial

"October 2026 Underwriting Agreement"

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.

lock-up agreements financial

"October 2026 Lock-up Agreements"

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.

beneficially own regulatory

"ceased to beneficially own any outstanding Class A Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

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

How many TORM (TRMD) shares did Njord Luxco sell, and at what price?

Njord Luxco sold 6,329,874 TORM Class A shares at $39.845 per share in the October 2026 block trade. The stated aggregate proceeds to Njord Luxco were $252,213,829.53 before expenses, and the sale closed October 7, 2026.

How long did the TORM (TRMD) lock-up agreement last?

Njord Luxco and certain other persons generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of Class A shares or securities convertible into, exchangeable for, or exercisable for those shares during the period commencing October 6, 2026 and ending November 13, 2026, without the underwriter’s prior written consent.

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

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Available on EDGAR 10/07/2026 - 05:15 PM Accepted by SEC EDGAR 10/07/2026 - 05:15 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. 26)

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)

10/06/2026

(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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

OO

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. 26 ("Amendment No. 26") 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, Amendment No. 23 thereto filed June 23, 2026, Amendment No. 24 thereto filed September 16, 2026, and Amendment No. 25 thereto filed September 24, 2026 (the "Original 13D," and together with Amendment No. 26, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 26 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 26 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 October 6, 2026, Njord Luxco entered into an underwriting agreement dated October 6, 2026 (the "October 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 6,329,874 Class A Shares (the "Initial Shares") to the Underwriter at a price of $39.845 per share, or $252,213,829.53 in aggregate proceeds to Njord Luxco before expenses (the "October 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 October 7, 2026. In connection with the execution of the Underwriting Agreement for the October 2026 Block Trade, Njord Luxco and certain other persons entered into customary "lock-up" agreements with the Underwriter, dated October 6, 2026 (the "October 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 October 6, 2026 and ending on November 13, 2026, without prior written consent from the Underwriter. The foregoing descriptions of the October 2026 Underwriting Agreement and the October 2026 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the October 2026 Underwriting Agreement, a copy of which is attached hereto as Exhibit A, and the form of the October 2026 Lock-up Agreement attached as Exhibit E to the October 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 Amendment No. 26 is incorporated by reference into this Item 5(a).
(b)	The information set forth in rows (7) through (10) of the cover pages of this Amendment No. 26 is incorporated by reference into this Item 5(b).
(c)	Except as related to the October 2026 Block Trade, the Reporting Persons have not effected any other transactions in the Class A Shares since the filing of Amendment No. 25. As a result of the October 2026 Block Trade, the Reporting Persons ceased to beneficially own any outstanding Class A Shares of the Issuer on October 7, 2026. Accordingly, the filing of this Amendment No. 26 constitutes an exit filing for the Reporting Persons.
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. 26.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Underwriting Agreement, dated as of October 6, 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 October 7, 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:	10/07/2026

OAKTREE CAPITAL MANAGEMENT GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	10/07/2026

OAKTREE CAPITAL HOLDINGS, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Managing Director
Date:	10/07/2026