#Denmark #Hellerup #TORM plc #Restricted Share Units #LR2 vessel

TORM plc Capital Increase with Vessel Delivery

TORM plc, a leading global carrier of refined oil products, has announced a significant capital increase totaling 2,395,426 shares, which corresponds to approximately USD 23,954.26. This strategic move is linked to the recent acquisition of a 2010-built LR2 vessel, as well as the exercise of Restricted Share Units (RSUs) as part of its incentive program.

Background on the Capital Increase

On November 6, 2025, TORM disclosed the acquisition of the LR2 vessel in Company Announcement no. 22. Following this, the company proceeded to raise capital by issuing 748,569 shares, valued at USD 7,485.69, related to the delivery of the vessel. The price was set at USD 22.71 per A-share, based on a nominal value of USD 0.01 each. This issuance is a component of settling a USD 17 million loan note linked to the vessel delivery, thereby reinforcing TORM’s financial strategy amidst ongoing market dynamics.

The new share issuance will be subject to a 40-day lock-up period, prohibiting resale within the United States, while allowing transactions in compliance with Regulation S of the Securities Act of 1933 outside the U.S. Market activities can occur on Nasdaq Copenhagen during this period, which is pivotal for maintaining stock liquidity and investor confidence.

Additionally, TORM has increased its share capital by 1,646,857 A-shares, amounting to a nominal value of USD 16,468.57, through the exercise of a corresponding number of RSUs. Of these, 1,558,790 new shares were acquired in cash at DKK 0.07 per A-share, with the remaining 88,067 shares issued at DKK 140.2 each. Notably, this increase does not entail any pre-emption rights for existing shareholders, marking a strategic decision by TORM's board.

Shares and Voting Rights

The newly issued shares are ordinary shares devoid of any special rights, providing holders with the right to dividends and other relevant shareholder rights from the date of issuance. They are set to be listed and traded on Nasdaq Copenhagen in a timely manner. Following the capital increase, TORM's overall share capital stands at USD 1,003,478.57, housed within 100,347,855 A-shares, one B-share, and one C-share. Each A-share carries one vote, while the B and C shares include distinct voting rights mechanisms.

Adjustments for Restricted Share Units

In alignment with the 2023 Retention Program, TORM’s Board of Directors has made adjustments to RSUs for several employees as a reflection of dividend payments since the original issuance date. A total of 840,874 adjustment RSUs, representing restricted stock options, will be granted to participants and must be exercised within the stipulated time frame. The strike price for these options is set at a minimal amount of one US cent.

Additionally, Executive Director Jacob Meldgaard will receive 200,406 RSUs as part of the adjustment mechanism, ensuring consistent compensation alignment with company performance and shareholder value.

Conclusion

The capital increase by TORM plc demonstrates a proactive approach to strengthening their fiscal structure while actively pursuing growth opportunities through strategic asset acquisitions. These actions reflect the company's commitment to safety, environmental responsibility, and customer service in oil product transportation. As TORM continues to evolve, such financial maneuvers ensure sustained operational excellence and market competitiveness.

For further information, potential investors and stakeholders can visit TORM's official website for updates and announcements, ensuring alignment with their investment strategies amid fluctuating market conditions.