OCM Njord to sell 14.16M TORM shares to Hafnia for $311.4M; closing by Feb 2026

Rhea-AI Filing Summary

Amendment No. 18 to the Schedule 13D amends the description of a sale and purchase agreement in which OCM Njord agreed to sell 14,156,061 Class A shares of TORM plc at $22.00 per share for aggregate cash proceeds of $311,433,342. The purchase by Hafnia Limited is expected to close before February 11, 2026 and is subject to conditions including the appointment of a nominee to TORM's board as chair, regulatory approvals in Brazil and Denmark, and antitrust or foreign direct investment clearances. Between signing and closing, OCM Njord agreed to certain voting and corporate action restrictions and to use reasonable endeavours to avoid material changes to TORM's corporate structure or business without Hafnia's consent. The filing reports the reporting persons beneficially own 40,581,120 Class A shares, representing 41.43% of the Class A shares outstanding based on 97,952,429 shares.

Positive

• Definitive sale terms disclosed: 14,156,061 shares at $22.00 per share for $311,433,342 in aggregate proceeds
• Clear closing timeline: expected to occur before February 11, 2026
• Governance protections for purchaser: appointment of a nominee as director and chair conditioned on closing
• Specific regulatory conditions identified, including approvals in Brazil and foreign direct investment authorization in Denmark

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting persons disclose a large share sale agreement for $311.4M, while retaining a 41.43% beneficial stake.

The amendment clarifies that OCM Njord will sell 14,156,061 Class A shares at $22.00 per share to Hafnia for $311,433,342, subject to closing conditions and regulatory approvals. The sellers commit to restrictions on voting and certain corporate actions pending closing, which limits near-term shareholder influence. The Schedule 13D continues to show the reporting group beneficially owns 40,581,120 Class A shares, representing 41.43% of the class as calculated from 97,952,429 outstanding shares. The disclosure is transactional and procedural, providing clear terms and conditionality for investors and counterparties.

M&A Specialist

TL;DR: The disclosed sale is a material, structured equity transfer with governance and regulatory conditions that protect the acquirer.

The Sale and Purchase Agreement includes governance protections for Hafnia, notably the appointment of a nominee as director and chair and undertakings restricting OCM Njord's ability to effect material corporate changes before closing. Closing is contingent on multiple jurisdictional approvals and the expiration or termination of waiting periods, demonstrating customary deal risk allocation. The detailed undertakings and express monetary thresholds for restricted transactions reduce scope for significant corporate actions prior to closing, which is important for deal certainty and integration planning.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

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)

09/29/2025

(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. 18 ("Amendment No. 18") is being filed solely to amend the description of the Sale and Purchase Agreement (as defined below) in Item 4. Amendment No. 18 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 and Amendment No. 17 thereto filed September 15, 2025 (the "Original 13D," and together with Amendment No. 18, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 18 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 18 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 replace the Item 4 disclosure contained in Amendment No. 17 to the Schedule 13D, filed September 15, 2025, with the following: On September 11, 2025, OCM Njord Holdings S.a r.l. ("OCM Njord") entered into a sale and purchase agreement dated September 11, 2025 (the "Sale and Purchase Agreement") by and between OCM Njord and Hafnia Limited ("Hafnia" and together with OCM Njord, the "Parties"). Pursuant to the Sale and Purchase Agreement, Hafnia has agreed 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 closing of the Purchase is expected to occur before February 11, 2026 (the "Closing"). The Purchase is subject to certain closing conditions, including, but not limited to, (i) the appointment of a nominee, selected by OCM Njord in consultation with Hafnia, as both a director of the Issuer and chair of the Issuer's board of directors, which shall include circumstances where such appointments are made conditional upon and/or are expressed to take effect from or immediately after Closing, (ii) that no new material transactions or arrangements concerning the Issuer that are not on arm's-length terms and with a value in excess of US$1,000,000.00 or in the event of multiple transactions, an aggregate value in excess of US$5,000,000.00, are approved or implemented between the date of the Sale and Purchase Agreement and Closing, (iii) receipt of regulatory approval in Brazil and foreign direct investment authorization in Denmark and (iv) the expiration or early termination of any applicable waiting periods and/or the receipt, approval or clearance by Hafnia under any applicable antitrust law and/or any applicable foreign direct investment law of any jurisdiction and/or pursuant to any other regulatory regime requiring review and approval required by any applicable governmental agency or authority in any jurisdiction. Between the date of the Sale and Purchase Agreement and Closing, OCM Njord has undertaken not to exercise its shareholder or voting rights to restrict or prevent the Issuer and its direct and indirect subsidiaries from being operated in the ordinary course of their business, or to approve any matters put to the Issuer's shareholders in accordance with Article 137 of the Issuer's articles of association without Hafnia's consent. OCM Njord has also undertaken to use all reasonable endeavours to procure that, other than with Hafnia's consent: (i) no change is made to the Issuer's dividend policy its financial calendar and the dates for the issuance of its financial statements; (ii) no demerger or spin-out transaction is approved, no new share class is created and/or no amendment, or reclassification, is made to existing share classes; (iii) no transactions or series of connected transactions with an aggregate value in excess of US$1,000,000.00 between the Issuer's group and OCM Njord's group are approved; (iv) no material change to the business of the Issuer group taken as a whole is approved; (v) no sale, in one or a series of connected transactions, of more than 35% of the gross assets of the Issuer group is approved; and (vi) no merger or consolidation, involving a member of the Issuer's group, relating to 50% or more of the gross assets or EBITDA of the Issuer's group is approved. These undertakings are subject to certain exceptions, which include any actions required to comply with applicable law, pre-existing obligations or the terms of the transaction documents. For the avoidance of doubt, the Issuer is not a party to the Sale and Purchase Agreement and has not given any undertakings or commitments thereunder or otherwise in relation to the Purchase. The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale and Purchase Agreement, a copy of which is attached hereto as Exhibit A 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 Sale and Purchase Agreement, dated as of September 11, 2025, by and between OCM Njord Holdings S.a r.l. and Hafnia Limited (incorporated by reference to Exhibit A of Amendment No. 17 to the Schedule 13D, filed by the Reporting Persons on September 15, 2025).

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:	09/29/2025

OAKTREE CAPITAL MANAGEMENT GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/29/2025

Oaktree Capital Holdings, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/29/2025

Oaktree Capital Group Holdings GP, LLC

Signature:	/s/ Henry Orren
Name/Title:	Henry Orren / Senior Vice President
Date:	09/29/2025

FAQ

What shares are being sold under the Sale and Purchase Agreement in the TORM (TRMD) Schedule 13D/A?

OCM Njord agreed to sell 14,156,061 Class A Shares of TORM plc to Hafnia Limited.

At what price and for what total proceeds will the TORM shares be sold?

The sale price is $22.00 per share, for aggregate cash proceeds of $311,433,342 to OCM Njord.

When is the sale expected to close for the TORM transaction?

The closing of the purchase is expected to occur before February 11, 2026.

What conditions must be satisfied before the TORM sale can close?

Conditions include appointment of a nominee as director and chair, regulatory approval in Brazil, foreign direct investment authorization in Denmark, and expiration or termination of any applicable waiting periods and antitrust or foreign direct investment clearances.

What voting or corporate action restrictions did OCM Njord agree to before closing?

Between signing and closing, OCM Njord agreed not to exercise shareholder or voting rights to restrict ordinary course operations or approve shareholder matters without Hafnia's consent and to use reasonable endeavours to avoid specified changes to dividend policy, share classes, material transactions or major restructurings without Hafnia's consent.