TORM plc (TRMD) major holder sees voting power fall from 83.4% to 26.08%

Rhea-AI Filing Summary

TORM plc’s major shareholder group reports a sharp reduction in voting power. OCM Njord Holdings S.à r.l. and affiliated Oaktree entities filed Amendment No. 21 to their Schedule 13D to reflect a change in voting rights. Under TORM’s articles, a threshold was triggered when the group first beneficially owned less than one third of the outstanding shares on January 6, 2026. As a result, their class C-share stopped carrying 350,000,000 votes and is being redeemed, cutting their aggregate voting rights from 83.40% to 26.08%. The group continues to beneficially own 26,425,059 Class A shares, representing 26.08% of the class based on 101,332,707 Class A shares outstanding as of November 21, 2025.

Insights

Equity ownership & governance analyst

Large TORM holder loses super-voting rights as ownership falls below one-third.

The filing shows OCM Njord Holdings and related Oaktree entities experiencing a structural drop in their voting power in TORM plc. Under the company’s articles, a special class C-share gave them 350,000,000 votes as long as they held at least one third of the outstanding shares. Once their beneficial ownership fell below that one-third threshold on January 6, 2026, the class C-share ceased to carry those votes and is being redeemed.

After this change, the group’s voting rights decreased from 83.40% to 26.08%, aligning voting power with their economic stake. They continue to beneficially own 26,425,059 Class A shares, calculated as 26.08% of 101,332,707 Class A shares outstanding as of November 21, 2025. This represents a shift from effective control-level voting influence toward a large minority position, with future influence depending more on broader shareholder support for any major decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

TORM plc

(Name of Issuer)

Class A common shares, par value $0.01 per share

(Title of Class of Securities)

G89479102

(CUSIP Number)

Richard Ting
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

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

01/06/2026

(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).

SCHEDULE 13D

CUSIP No. 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 26,425,059.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,425,059.00

11

Aggregate amount beneficially owned by each reporting person

26,425,059.00

12

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

13

Percent of class represented by amount in Row (11)

26.08 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 101,332,707 shares of Class A common stock, par value $0.01 per share (the "Class A Shares") outstanding as of November 21, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 21, 2025 (the "Form 6-K").

SCHEDULE 13D

CUSIP No. 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 26,425,059.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,425,059.00

11

Aggregate amount beneficially owned by each reporting person

26,425,059.00

12

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

13

Percent of class represented by amount in Row (11)

26.08 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 101,332,707 Class A Shares outstanding as of November 21, 2025, as reported in the Issuer's Form 6-K.

SCHEDULE 13D

CUSIP No. 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 26,425,059.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,425,059.00

11

Aggregate amount beneficially owned by each reporting person

26,425,059.00

12

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

13

Percent of class represented by amount in Row (11)

26.08 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 101,332,707 Class A Shares outstanding as of November 21, 2025, as reported in the Issuer's Form 6-K.

SCHEDULE 13D

CUSIP No. G89479102

1

Name of reporting person

Oaktree Capital Group Holdings 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 26,425,059.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,425,059.00

11

Aggregate amount beneficially owned by each reporting person

26,425,059.00

12

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

13

Percent of class represented by amount in Row (11)

26.08 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 101,332,707 Class A Shares outstanding as of November 21, 2025, as reported in the Issuer's Form 6-K.

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: Birchin Court, 20 Birchin Lane, London, UNITED KINGDOM , EC3V 9DU.
Item 1 Comment: This Amendment No. 21 ("Amendment No. 21") is being filed solely to report the change in voting rights held by the Reporting Persons. Amendment No. 21 is being filed by the undersigned to amend the 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 and Amendment No. 18 thereto filed September 29, 2025, Amendment 19 thereto filed November 17, 2025, Amendment 20 thereto filed December 13, 2025 (the "Original 13D," and together with Amendment No. 21, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 21 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 21 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 Birchin Court, 20 Birchin Lane, London, EC3V 9DU, United Kingdom.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: In accordance with the Issuer'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 the Reporting Persons beneficially own less than one third of the outstanding shares) occurred on January 6, 2026. Accordingly, on such date, the class C-share held by the Reporting Persons ceased to be entitled to vote 350,000,000 shares and is being redeemed, resulting in a decrease in the Reporting Persons' aggregate voting rights from 83.40% to 26.08%. The Reporting Persons continue to beneficially own an aggregate of 26,425,059 Class A Shares representing the entirety of their voting rights.

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:	01/08/2026

Oaktree Capital Management GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henery Orren / Senior Vice President
Date:	01/08/2026

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henery Orren / Senior Vice President
Date:	01/08/2026

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	01/08/2026

FAQ

What ownership change does the latest Schedule 13D/A report for TORM plc (TRMD)?

The amendment reports that OCM Njord Holdings and affiliated Oaktree entities now beneficially own 26,425,059 Class A shares of TORM plc, representing 26.08% of the Class A shares based on 101,332,707 shares outstanding as of November 21, 2025.

How did the voting rights of the Oaktree-affiliated holders in TORM plc change?

According to the filing, their aggregate voting rights decreased from 83.40% to 26.08% when a threshold in TORM’s articles was triggered, causing their class C-share, which had 350,000,000 votes, to lose its voting power and be redeemed.

What triggered the loss of super-voting rights for the TORM plc shareholder group?

The articles of association define a threshold as the first time the reporting persons beneficially own less than one third of outstanding shares. The Board determined this occurred on January 6, 2026, which ended the class C-share’s 350,000,000 votes.

Does the shareholder group still hold an economic stake in TORM plc after this amendment?

Yes. The filing states the reporting persons continue to beneficially own an aggregate of 26,425,059 Class A shares, and this holding now represents the entirety of their voting rights in TORM plc.

Who are the reporting persons in the TORM plc Schedule 13D/A Amendment No. 21?

The reporting persons include OCM Njord Holdings S.à r.l., Oaktree Capital Management GP, LLC, Oaktree Capital Holdings, LLC, and Oaktree Capital Group Holdings GP, LLC, which report shared voting and dispositive power over 26,425,059 Class A shares.

Why was Amendment No. 21 to the Schedule 13D for TORM plc filed?

The document states that Amendment No. 21 is filed solely to report the change in voting rights held by the reporting persons, without modifying other previously reported information.