[SCHEDULE 13D/A] TORM plc SEC Filing

Rhea-AI Filing Summary

OCM Njord and affiliated Oaktree entities disclosed a proposed partial sale of TORM plc Class A shares. The filing reports the group beneficially owns 40,581,120 Class A shares, equal to 41.43% of outstanding Class A stock based on 97,952,429 shares. Under an Offer Letter dated September 3, 2025, OCM Njord agreed that Hafnia Limited would purchase 14,156,061 Class A Shares for $22.00 per share, totaling $311,433,342, subject to definitive documents and regulatory and UK Takeover Code confirmations. Completion conditions include appointment of a nominee as chair, no material non-arm’s-length transactions before closing, and obtaining required antitrust or foreign investment approvals.

Positive

• Material liquidity event: Proposed sale would generate $311,433,342 in cash for OCM Njord at $22.00 per share.
• Clear transaction structure: Offer Letter sets explicit conditions including board nominee appointment and regulatory approvals, which clarify parties' intentions.

Negative

• Conditional completion: Purchase is subject to definitive agreements, UK Takeover Code confirmations and antitrust/foreign investment approvals, creating execution risk.
• Potential governance concentration: The nominee appointment as chair could materially shift board control, raising governance concerns for other shareholders.

Insights

M&A Specialist

TL;DR: A significant block sale to Hafnia is planned for $311.4M, conditional on governance and regulatory approvals.

The Offer Letter shows a negotiated private sale of 14.16 million Class A shares at $22.00 each, representing a material disposition by OCM Njord from a 41.43% stake. Key negotiation levers include board composition (a nominee to be appointed chair) and pre-closing protections against dilutive or related-party transactions. The requirement to confirm non concert-party treatment under the UK Takeover Code and obtain antitrust/foreign investment approvals introduces execution risk and timing uncertainty. If completed, the transaction transfers significant economic exposure to Hafnia and alters ownership dynamics.

Corporate Governance Expert

TL;DR: Governance changes are integral to the deal and may shift board control if the nominee is appointed chair.

The Offer Letter conditions governance outcomes on the appointment of a single nominee proposed by OCM Njord, who must be appointed chair following consultation with Hafnia. That condition ties economic disposition to a change in board leadership, which is material for minority and majority shareholders because it affects strategic direction and oversight. The filing appropriately makes the purchase contingent on definitive documentation and regulatory clearances, but the explicit chair appointment requirement signals a potential governance realignment upon closing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

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)

09/03/2025

(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 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

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

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 shares of Class A common stock, par value $0.01 per share (the "Class A Shares") outstanding as of June 4, 2025, as reported in Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on June 4, 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 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

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

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 Class A Shares outstanding as of June 4, 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 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

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

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 Class A Shares outstanding as of June 4, 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 40,581,120.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,581,120.00

11

Aggregate amount beneficially owned by each reporting person

40,581,120.00

12

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

13

Percent of class represented by amount in Row (11)

41.43 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The percent of class is calculated based on 97,952,429 Class A Shares outstanding as of June 4, 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. 16 ("Amendment No. 16") 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 and Amendment No. 15 thereto filed March 18, 2025 (the "Original 13D," and together with Amendment No. 16, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 16 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 16 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 and supplemented to include the following at the end thereof: On September 3, 2025, OCM Njord Holdings S.a r.l. ("OCM Njord") entered into an Offer Letter dated September 3, 2025 (the "Offer Letter") by and between OCM Njord and Hafnia Limited ("Hafnia" and together with OCM Njord, the "Parties"). Pursuant to the Offer Letter, Hafnia has agreed, subject to the execution of definitive transaction documents, to buy 14,156,061 Class A Shares (the "Sale Shares") from OCM Njord, at a price of $22.00 per Sale Share, or $311,433,342 in aggregate cash proceeds to OCM Njord (the "Purchase"). The Offer Letter provides that completion of the Purchase is expected to be subject to conditions, including, but not limited to, (i) the appointment of a single nominee proposed by OCM Njord, following consultation with Hafnia, as director of the Issuer and that such nominee be appointed chair of the Issuer's board of directors, (ii) that no material non-arm's length transactions (such as share issuances below market price, except for ordinary course grants or issuance of securities pursuant to existing incentive programs) have been proposed or completed prior to the completion of the Purchase and (iii) the receipt of any mandatory, suspensory antitrust or foreign investment control approvals required to be obtained prior to completion of the Purchase. It also provides that the Parties will agree to cooperate to obtain confirmation, prior to entering into definitive documents, from the Panel on Takeovers and Mergers that Hafnia will not be considered to be "acting in concert" with OCM Njord in relation to the Issuer for purposes of the City Code on Takeovers and Mergers (the "UK Takeover Code") and that the Purchase will not give rise to any other adverse consequences under the UK Takeover Code. The Purchase is subject to the Parties entering into definitive documents regarding the proposed transaction. The Parties agreed to work towards agreeing definitive documents as soon as practicable, subject to having first received the UK Takeover Code confirmations referenced above. No agreement between the Parties, or with any of their respective affiliates, shall be deemed to exist until the Parties enter into definitive documents regarding the subject matter in the Offer Letter. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit B and which is incorporated by reference herein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Item 4 is hereby incorporated by reference to this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Joint Filing Agreement, dated as of September 5, 2025, by and among the Reporting Persons. Exhibit B Offer Letter, dated as of September 3, 2025, by and between OCM Njord Holdings S.a r.l. and Hafnia Limited.

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:	09/05/2025

OAKTREE CAPITAL MANAGEMENT GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/05/2025

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/05/2025

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren/ Senior Vice President
Date:	09/05/2025

FAQ

What stake does Oaktree report in TORM plc (TRMD)?

The reporting persons state beneficial ownership of 40,581,120 Class A Shares, representing 41.43% of Class A shares based on 97,952,429 outstanding shares.

How many shares will Hafnia buy and at what price?

Hafnia has agreed in the Offer Letter to buy 14,156,061 Class A Shares at $22.00 per share, totaling $311,433,342, subject to definitive documentation.

What conditions must be met for the sale to close?

Conditions include executing definitive transaction documents, appointment of a nominee as chair after consultation, no material non-arm’s-length transactions prior to closing, and required antitrust or foreign investment approvals along with UK Takeover Code confirmations.

Does the Offer Letter create a binding sale right away?

No. The Offer Letter states no agreement shall be deemed to exist until definitive documents are executed; the Offer Letter is subject to further conditions.

Will this transaction trigger UK Takeover Code consequences?

The parties will seek confirmation from the Panel on Takeovers and Mergers that Hafnia will not be treated as "acting in concert" with OCM Njord and that the Purchase will not create adverse consequences under the UK Takeover Code.