Hafnia completed its purchase of about 14.1 million TORM A shares from Oaktree on 22 December 2025, paying $22 a share for $311.43 million and pushing Oaktree below the one-third ownership line that anchored its control of the company.
The number that matters is not the price. It is the threshold. Once Oaktree fell under one-third of TORM’s issued shares, a set of special governance rights written into TORM’s articles of association began to unwind, and on 6 January 2026 the board confirmed they had.
Oaktree has been the controlling shareholder of TORM since the 2015 debt restructuring that handed the private equity firm its equity stake. For most of the last decade it held the company outright, with roughly 88% of voting rights at its 2024 peak through a structure of A, B and C shares that concentrated control far above its economic ownership.
That structure is now collapsing. After the Hafnia sale, Oaktree holds 26,425,059 A shares and Hafnia holds 14,156,061, out of 101,332,707 A shares in issue. Oaktree is still the largest single holder. It is no longer in control.
The stake was first flagged at 14.45% in September 2025 and landed at 13.97% on completion, the gap explained by new shares TORM issued for employee incentive programs in the months between. A small adjustment. The direction was never in doubt.
TORM’s articles define a “threshold date” as the first moment Oaktree and its affiliates stop beneficially owning at least one third of the issued shares, treasury shares excluded. The Hafnia sale crossed that line. The board determined the date as 6 January 2026 and the consequences took effect immediately.
The B-director position was extinguished. David Weinstein, Deputy Chairman and Senior Independent Director, left the board that day, staying on as a Special Advisor. The C-share right to vote 350,000,000 shares ceased. The limitations on TORM’s corporate actions set out in Article 137 stopped applying with no transition period, which means reserved matters no longer need the special approvals Oaktree’s structure required.
After the B and C shares are redeemed and cancelled, TORM’s voting base is 101,332,707 A shares and a single B share, one vote each. Share capital settles at $1,013,327.07. The control architecture that let a minority economic holder run the company is being dismantled clause by clause, exactly as the articles always said it would when this day came.
A 13.97% stake is a seat at the table at a moment when the table is being rearranged. Hafnia, part of the BW Group and operator of around 200 vessels, has said consolidation is generally good for the tanker sector and that it has made no decision on a longer-term position. It has also said any transaction would not be structured as an offer under the UK Takeover Code, which TORM confirmed in September does not apply to it anyway.