TORM plc (TRMD) holder loses C-share votes, now 26.08% voting stake

Rhea-AI Filing Summary

TORM plc received an updated ownership report from OCM Njord Holdings and affiliated Oaktree entities. The filing states they beneficially own 26,425,059 Class A common shares, representing 26.08% of the outstanding Class A shares, based on 101,332,707 shares outstanding as of November 21, 2025. Under TORM's articles of association, a threshold was triggered on January 6, 2026 when these investors first held less than one third of the outstanding shares. As a result, their class C-share stopped carrying voting rights over 350,000,000 shares and is being redeemed, reducing their aggregate voting rights from 83.40% to 26.08%, equal to their Class A shareholding.

Insights

Equity ownership & governance analyst

Oaktree-linked holders lose super-voting C-share, aligning votes with 26.08% stake.

The report shows OCM Njord Holdings and related Oaktree entities beneficially own 26,425,059 Class A shares of TORM plc, equal to 26.08% of the Class A shares outstanding, based on 101,332,707 shares as of November 21, 2025. Previously, a class C-share entitled them to vote an additional 350,000,000 shares, giving aggregate voting rights of 83.40%.

Under TORM’s articles, once these investors first beneficially owned less than one third of the outstanding shares on January 6, 2026, the threshold was met and the class C-share ceased to carry those votes and is being redeemed. Their voting power now matches their economic stake at 26.08%. This materially shifts control dynamics away from a super-voting structure toward more proportional governance but does not change their underlying share ownership.

The filing is characterized as Amendment No. 21 to an existing Schedule 13D, focused solely on the change in voting rights. Future company disclosures may further describe any practical governance consequences, such as board composition or shareholder decision-making, now that no 83.40% voting block is referenced here.

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 stake in TORM plc (TRMD) do the Oaktree-related reporting persons disclose?

They report beneficial ownership of 26,425,059 Class A shares of TORM plc, representing 26.08% of the outstanding Class A shares based on 101,332,707 shares as of November 21, 2025.

How did the voting power of the Oaktree-related holders in TORM plc change in this Schedule 13D/A?

Their aggregate voting rights decreased from 83.40% to 26.08% after a class C-share that previously voted 350,000,000 shares ceased to carry votes and is being redeemed.

What triggered the loss of class C-share voting rights for TORM plc’s Oaktree-related holders?

TORM’s board determined that on January 6, 2026 the reporting persons first beneficially owned less than one third of the outstanding shares, triggering the threshold in the articles of association and causing the class C-share to lose its 350,000,000 votes.

Does this TORM plc Schedule 13D/A report a change in share ownership or mainly voting rights?

The amendment is described as being filed solely to report a change in voting rights; it states the reporting persons continue to beneficially own an aggregate of 26,425,059 Class A shares.

Which entities are listed as reporting persons in this TORM plc Schedule 13D/A amendment?

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.

How is the 26.08% ownership percentage for TORM plc calculated in the filing?

The filing explains that 26.08% is based on 101,332,707 Class A shares outstanding as of November 21, 2025, as reported in TORM’s Form 6-K.