Form SCHEDULE 13D/A TORM plc Filed by: Oaktree Capital Holdings, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
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TORM plc (Name of Issuer) |
Class A common shares, par value $0.01 per share (Title of Class of Securities) |
(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) |
09/14/2026 (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
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,329,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 102,421,267 shares of Class A common shares, par value $0.01 per share (the "Class A Shares") outstanding as of September 14, 2026, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on September 16, 2026 (the "Prospectus Supplement").
SCHEDULE 13D
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| CUSIP No. |
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,329,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 102,421,267 Class A Shares outstanding as of September 14, 2026, as reported in the Prospectus Supplement.
SCHEDULE 13D
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,329,874.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percent of class is calculated based on 102,421,267 Class A Shares outstanding as of September 14, 2026, as reported in the Prospectus Supplement.
SCHEDULE 13D
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| 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. 24 ("Amendment No. 24") 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, and Amendment No. 23 thereto filed June 23, 2026 (the "Original 13D," and together with Amendment No. 24, the "Schedule 13D") with respect to the Class A Shares of the Issuer. Except as specifically provided herein, this Amendment No. 24 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment No. 24 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 September 14, 2026, Njord Luxco entered into an underwriting agreement dated September 14, 2026 (the "September 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 9,000,000 Class A Shares (the "Initial Shares") to the Underwriter at a price of $31.75 per share, or $285,750,000.00 in aggregate proceeds to Njord Luxco before expenses (the "September 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 September 16, 2026.
In addition, pursuant to the Underwriting Agreement, Njord Luxco granted the Underwriter an option for a period of 30 days to purchase up to 1,350,000 additional Class A Shares (the "Option Shares") at the same price per share as the Initial Shares. In connection with the execution of the Underwriting Agreement for the September 2026 Block Trade, Njord Luxco and certain other persons entered into customary "lock-up" agreements with the Underwriter, dated September 14, 2026 (the "September 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 September 14, 2026 and ending on November 13, 2026, without prior written consent from the Underwriter.
The foregoing descriptions of the September 2026 Underwriting Agreement and the September 2026 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the September 2026 Underwriting Agreement, a copy of which is attached hereto as Exhibit A, and the form of the September 2026 Lock-up Agreement attached as Exhibit E to the September 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 Schedule 13D is incorporated by reference into this Item 5.
Ownership percentages set forth in this Schedule 13D assume 102,421,267 Class A Shares outstanding as of September 14, 2026, which is based on the Issuer's Prospectus Supplement. As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 11,329,874 Class A Shares, which represents approximately 11.06% of the total outstanding Class A Shares.
Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the Class A Shares referred to herein for purposes of the Act, or for any other purpose. | |
| (b) | The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. | |
| (c) | Except as related to the September 2026 Block Trade, the Reporting Persons have not effected any other transactions in the Class A Shares since the filing of Amendment No. 23. | |
| 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. 24. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A Underwriting Agreement, dated as of September 14, 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 September 16, 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.
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