TORM plc announced that selling shareholder OCM Njord Holdings will offer 6,329,874 Class A common shares in a secondary offering.

The Selling Shareholder beneficially owns approximately 6% of the company's Class A common shares prior to this transaction. This offering represents a partial divestment by the existing holder rather than a primary capital raise.

Offering structure and proceeds

TORM is not selling any Class A common shares as part of this deal. Consequently, the company will not receive any proceeds from the sale of its shares by the Selling Shareholder. The transaction involves only the transfer of existing equity from OCM Njord Holdings to new investors.

TORM plc increased its share capital by issuing 97,089 Class A shares to settle Restricted Share Units (RSUs) under its incentive program. The issuance carries a nominal value increase of USD 970.89.

The new shares were subscribed for in cash at varying Danish Krone prices depending on the vesting schedule of the underlying RSUs. The company did not offer pre-emption rights to existing shareholders for this capital increase.

Insider Participation in RSU Exercise

A specific notification regarding transactions by directors and executive officers details that Jacob Balslev Meldgaard, TORM's CEO and Executive Director, exercised 85,067 restricted share units. This transaction took place on September 24, 2026, outside a trading venue.

The units were exercised at a price of DKK 179.80, resulting in an aggregated value of DKK 15,295,046.60. This insider activity accounts for the majority of the total shares issued in this capital increase.

Share Issuance Details

The subscription prices reflect the specific terms attached to different batches of RSUs exercised during the period.

Capital Structure Update

Following the issuance, TORM's total share capital stands at USD 1,026,507.77. This is divided into 102,650,777 A-shares, each with a nominal value of USD 0.01. Every A-share carries one vote.

The newly issued shares are ordinary negotiable instruments. They carry full dividend rights effective from the date of issuance. The shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen as soon as possible.

Transfer restrictions may apply in certain jurisdictions outside Denmark, including compliance with applicable US securities laws.