TORM plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

Commission file number: 001-38294

TORM plc

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

England and Wales

(Jurisdiction of incorporation or organization)

4th Floor | 120 Cannon Street London, EC4N 6AS, United Kingdom

(Address of principal executive offices)

Jacob Meldgaard, Executive Director and Principal Executive Officer, Tuborg Havnevej 18,DK-2900 Hellerup, Denmark,+45 39179200; mail@torm.com

(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act.

Securities registered or to be registered pursuant to section 12(g) of the Act.

NONE

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December

31, 2025, there were 101,332,707 of the Registrant’s Class A common shares outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their

obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding

12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth Company. See the definitions of

“large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the

extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification

after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of effectiveness of its internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.S 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the

correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the

registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to

encourage companies to provide prospective information about their business. Forward-looking statements include statements

concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which

are statements other than statements of historical facts. We desire to take advantage of the safe harbor provisions of the Private

Securities Litigation Reform Act of 1995 and are issuing this cautionary statement in connection therewith. Our disclosure and analysis

in this annual report pertaining to our operations, cash flows and financial position, including, in particular, the likelihood of our success

in developing and expanding our business, include forward-looking statements. Statements that are predictive in nature, that depend

upon or refer to future events or conditions, or that include words such as, but are not limited to, “expects,” “anticipates,” “intends,”

“plans,” “believes,” “estimates,” “targets,” “projects,” “forecasts,” “potential,” “continue,” “possible,” “likely,” “may,” “could,”

“should” and similar expressions may identify forward-looking statements.

All statements in this annual report that are not statements of either historical or current facts are forward-looking statements. These

forward-looking statements are based on current expectations, estimates, assumptions and projections about the business and our future

financial results and readers should not place undue reliance on them. Forward-looking statements include, but are not limited to, such

matters as:

•our future operating or financial results;

•global and regional economic and political conditions;

•our business strategy and expected capital spending or operating expenses, including dry-docking and insurance costs;

•statements about shipping market trends, including charter rates and factors affecting supply and demand;

•our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures,

acquisitions and other general corporate activities;

•our ability to enter into time charters after our current charters expire and our ability to earn income in the spot market;

•the future price of our Class A common shares; and

•our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful

lives.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to

risks and uncertainties that are described more fully in “Item 3. Key Information—D. Risk Factors.” Any of these factors or a

combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking

statements. These factors and the other risk factors described in this annual report are not necessarily all of the important factors that

could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other

unknown or unpredictable factors also could harm our results, including, but are not limited to, the following:

•changes in governmental rules and regulations or actions taken by regulatory authorities;

•inflationary pressure and central bank policies intended to combat overall inflation and rising interest rates and foreign

exchange rates;

•the impact that any discontinuance, modification or other reform or the establishment of alternate reference rates have on the

Company’s floating interest rate debt instruments;

•increased cost of capital or limited access to funding due to European Union, or EU, Taxonomy or relevant territorial

taxonomy regulations;

•general domestic and international political conditions or events, including “trade wars” and the war between Russia and

Ukraine, and the developments in the Middle East, including vessel attacks in the Red Sea and the Israel-Iran conflict, which

remain ongoing as of this annual report;

•international sanctions against, among others, Russian oil and oil products;

•changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and

charterers’ abilities to perform under existing time charters;

•changes in the supply and demand for vessels comparable to ours and the number of newbuildings under construction;

•the highly cyclical nature of the industry that we operate in;

•the loss of a large customer or significant business relationship;

•changes in worldwide oil production and consumption and storage;

•risks associated with any future vessel construction;

•our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned;

•availability of skilled crew members or other employees and the related labor costs;

•work stoppages or other labor disruptions by our employees or the employees of other companies in related industries;

•the impact of increasing scrutiny and changing expectations from investors, lenders and other market participants with

respect to our Environmental, Social and Governance, or ESG, policies;

•compliance with the Foreign Corrupt Practices Act of 1977, or FCPA, or other applicable regulations relating to bribery;

•effects of new products and new technology in our industry, including the potential for technological innovation to reduce the

value of our vessels and charter income derived therefrom;

•new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime

Organization, or IMO, and/or imposed by regional or national authorities such as the European Union or individual countries;

•the impact of an interruption in or failure of our information technology, or IT, and communications systems, including the

impact of cyber-attacks, upon our ability to operate;

•potential conflicts of interest involving members of our board of directors, or Board of Directors, and senior management

team, or Senior Management Team;

•the failure of counterparties to fully perform their contracts with us;

•changes in credit risk with respect to our counterparties on contracts;

•our dependence on key personnel and our ability to attract, retain and motivate key employees;

•adequacy and cost of insurance coverage;

•our ability to obtain indemnities from customers;

•changes in laws, treaties or regulations;

•our incorporation under the laws of England and Wales and the different rights to relief that may be available compared to

other countries, including the United States, or U.S.;

•government requisition of our vessels during a period of war or emergency;

•the arrest of our vessels by maritime claimants;

•any further changes in U.S. trade policy that could trigger retaliatory actions by the affected countries;

•the impact of restrictions on trade, including the imposition of new tariffs, port fees and other import restrictions by the U.S.

on its trading partners and the imposition of retaliatory tariffs by China and the European Union on the U.S., and potential

further protectionist measures and/or further retaliatory actions by others, including the imposition of tariffs or penalties on

vessels calling in key export or import ports such as the U.S., European Union and/or China;

•the amendment, termination or any other material change to a relationship governed by a treaty, fees and other import

restrictions;

•potential disruption of shipping routes due to accidents, climate-related incidents, including adverse weather and natural

disasters, environmental factors, political events, public health threats, acts by terrorists or acts of piracy on ocean-going

vessels;

•damage to storage and receiving facilities;

•potential liability from future litigation and potential costs due to environmental damage and vessel collisions;

•the length and number of off-hire periods and dependence on third-party managers; and

•other factors discussed in “Item 3. Key Information - D. Risk Factors” in this annual report.

You should not place undue reliance on forward-looking statements contained in this annual report because they are statements about

events that are not certain to occur as described or at all. All forward-looking statements in this annual report are qualified in their

entirety by the cautionary statements contained in this annual report. These forward-looking statements are made only as of the date of

this report. These forward-looking statements are not guarantees of our future performance, and actual results and future developments

may vary materially from those projected in the forward-looking statements.

We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends,

current conditions, expected future developments and other factors we believe are appropriate in the circumstances. All future written

and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by

the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation,

except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report

might not occur.

EXPLANATORY NOTE AND PRESENTATION OF OUR FINANCIAL AND OPERATING DATA

Throughout this annual report on Form 20-F, we incorporate information responsive to the items hereof by reference to our "glossy"

annual report for the year ended December 31, 2025, orthe Annual Report 2025. Therefore, the information contained in this annual

report should be read in conjunction with the Annual Report 2025, which was furnished to the U.S. Securities and Exchange

Commission, or the SEC, on Form 6-K on February 26, 2026. The content of quotations, websites and other sources contained in the

sections of the Annual Report 2025 referenced herein are not incorporated by reference into this Form 20-F.

Unless otherwise indicated, the term “TORM plc” refers solely to TORM plc and the terms “we,” “us,” “our,” the “Company,”

“TORM” and the “Group” refer to TORM plc and its consolidated subsidiaries.

Unless otherwise indicated, all references to “U.S. dollars,” “USD,” and “$” in this annual report are to the lawful currency of the

United States of America, references to “£” is to the lawful currency of the United Kingdom, and references to “DKK” is to the lawful

currency of Denmark. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons, each of

which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.

Our Class A common shares of TORM plc are issued and traded on Nasdaq Copenhagen A/S, or Nasdaq Copenhagen, under the symbol

“TRMD A” and on the Nasdaq Stock Market LLC in New York, or Nasdaq New York, under the symbol “TRMD”.

All commercial and technical management of our fleet of product tankers is led out of the Denmark office of TORM A/S and the United

Kingdom office of TORM plc as wells as our subsidiaries in India, the Philippines, the U.S., Singapore, and the United Arab Emirates.

See “Item 4. Information on the Company.”

We are therefore subject to the applicable corporate governance rules of Nasdaq New York, the United Kingdom Corporate Governance

Code, or the UK Corporate Governance Code, the United Kingdom Listing Authority's Disclosure and Transparency Rules and the

applicable rules and regulations applicable to companies admitted to trading and official listing on Nasdaq Copenhagen. Further, in

relation to our bond issuance we are subject to the rules and regulations applicable to companies trading bonds on Euronext Oslo Børs.

We report our consolidated financial results in U.S. dollars and in accordance with International Financial Reporting Standards

Accounting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which also comply with reporting

requirements under English law.

Accordingly, this document includes the audited consolidated financial statements of TORM plc as of December 31, 2025,2024 and

2023 and for the years ended December 31,2025,2024 and 2023, which have been prepared in accordance with IFRS.

Enforcement of Civil Liabilities

We are a public limited company incorporated under the laws of England and Wales, and substantially all of our directors and officers

are non-residents of the U.S.. A substantial portion of our assets, including the subsidiaries of TORM plc, and our directors and

executive officers are located outside the U.S.. As a result, it may be difficult for shareholders of TORM plc to effect service within the

U.S. upon directors, officers and experts who are not residents of the U.S. or to enforce judgments in the U.S.. In addition, there can be

no assurance as to the enforceability in the United Kingdom against us or our respective directors, officers and experts who are not

residents of the U.S., or in actions for enforcement of judgments of U.S. courts, of liabilities predicated solely upon the federal securities

laws of the U.S..

PART I