SEC Form 6-K filed by TMD Energy Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-42604

TMD Energy Limited

(Exact name of Registrant as specified in its charter)

B-10-06, Block B, Plaza Mont Kiara

No. 2, Jalan Kiara, Mont Kiara

50480 Kuala Lumpur

Wilayah Persekutuan, West Malaysia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Resignation of Independent Director

The board (the “Board”) of directors (the “Director”) of TMD Energy Limited (the “Company”) announces that, on February 16, 2026, Mr. Shin Yick Fabian resigned as an independent Director. Upon his resignation, Mr. Shin Yick Fabian ceased to serve as chairman of the nominating and corporate governance committee of the Board (the “NCGC”) and as a member of each of the audit committee of the Board (the “AC”) and the compensation committee of the Board (the “CC”). Mr. Shin Yick Fabian’s resignation was due to personal reasons and was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies, procedures or practices.

Appointment of Independent Director

To fill the vacancy created by Mr. Shin Yick Fabian’s resignation, the Board appointed Mr. Kwok On Tse (“Mr. Tse”) as an independent Director on February 16, 2026. Upon his appointment, Mr. Tse was also appointed to serve as a member and chairman of the NCGC and as a member of each of the AC and the CC. The biographical information of Mr. Tse is set forth below:

Mr. Tse, aged 59, has over 20 years of experience in investment banking and capital markets. He is currently the deputy chief executive officer of SBI China Capital Financial Services Limited, a position he has held since March 2023. Prior to this, he served as head of global capital markets at Eddid Securities and Futures Limited from March 2020 to July 2022. From May 2017 to March 2020, Mr. Tse was managing director and co-head of global capital markets at Southwest Securities (HK) Capital Limited.

Earlier in his career, Mr. Tse served as associate director, equity capital markets, at Goldbond Securities Ltd. (currently known as Piper Jaffray Asia Securities) from August 2006 to May 2007. He previously worked at CLSA Limited from 2001 to 2006 as assistant manager, syndicate, and from 1996 to 2001 as assistant manager, settlement and operations.

Mr. Tse is a licensed person with the Hong Kong Securities and Futures Commission, holding Type 1 (Dealing in Securities) and Type 6 (Advising on Corporate Finance) licenses. He obtained a Master of Business Administration degree from The University of Northern Virginia.

The Company has also entered into an indemnification agreement with Mr. Tse in the same form as its standard form of indemnification agreement with its other directors.

The Company has determined that Mr. Tse satisfies the “independence” requirements of Rule 803(A)(2) of NYSE American LLC Company Guide and meets the independence standards under Rule 10A-3 of the Securities Exchange Act of 1934, as amended. There are no family relationships between Mr. Tse and any director or executive officer of the Company, and he was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Tse has not engaged in any transaction that would be reportable as a related party transaction under Item 7.B of Form 20-F.

A press release dated February 17, 2026 relating to these director changes is furnished as Exhibit 99.1 to this Form 6-K.

EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.