TORM plc-A 2026年年度报告和过渡报告

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 December31, 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 ExchangeAct 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 theirobligations 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 preceding12 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. Yes 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). Yes 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 theextended 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 Codificationafter 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 financialreporting 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 thecorrection 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 theregistrant'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: Table of Contents PART I1ITEM 1IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3KEY INFORMATION1ITEM 4AUNRESOLVED STAFF COMMENTS49ITEM 5OPERATING AND FINANCIAL REVIEW AND PROSPECTS49ITEM 6DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES62ITEM 7MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS68ITEM 8FINANCIAL INFORMATION69ITEM 9THE OFFER AND LISTING70ITEM 10ADDITIONAL INFORMATION70ITEM 11QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK84ITEM 12DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES84 PART II85ITEM 13DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES85ITEM 14MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS85ITEM 15CONTROLS AND PROCEDURES85ITEM 16[RESERVED]86ITEM 16AAUDIT COMMITTEE FINANCIAL EXPERT86ITEM 16BCODE OF ETHICS86ITEM 16DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES86ITEM 16EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS86ITEM 16FCHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT86ITEM 16GCORPORATE GOVERNANCE86ITEM 16HMINE SAFETY DISCLOSURE88ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS88ITEM 16JINSIDER TRADING POLICIES88ITEM 16KCYBERSECURITY88 PART III ITEM 17FINANCIAL STATEMENTS91ITEM 18FINANCIAL STATEMENTS91ITEM 19EXHIBITS91 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order toencourage companies to provide prospective information about their business. Forward-looking statements include s