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KEY INFORMATION
ITEM 4AUNRESOLVED STAFF COMMENTS
ITEM 5OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 7MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 11QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
ITEM 13DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15CONTROLS AND PROCEDURES
ITEM 16AAUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16DEXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16EPURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16FCHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
ITEM 16HMINE SAFETY DISCLOSURE
ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 16JINSIDER TRADING POLICIES
CAUTITEM 4.ONARY 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 InformationD. 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
Companys 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, or the 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.