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Scorpio Tankers Inc. Announces Proposed Reopening of 1.75% Convertible Senior Notes due 2031 and Concurrent Stock Repurchase

(Moderate)
(Neutral)
Tags
buybacks

Scorpio Tankers (NYSE: STNG) proposes a private offering of $150.0 million additional 1.75% convertible senior notes due 2031, with an initial purchaser option for up to $22.5 million more. The company expects to use part of net proceeds to repurchase shares sold short concurrently at the pricing-date closing price.

The notes bear interest at 1.75%, mature April 15, 2031, and have an initial conversion rate of 9.9615 shares per $1,000 principal (≈ $100.39 per share).

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Positive

  • Raises up to $150.0M of incremental convertible financing
  • Initial purchaser option adds up to $22.5M incremental capacity
  • Concurrent share repurchase could support short-term share price
  • Low cash interest cost at 1.75% per annum

Negative

  • Potential dilution via conversion at 9.9615 shares per $1,000 principal
  • Offering creates up to $172.5M aggregate new convertibles if option exercised
  • Notes convertible before maturity under specified conditions, increasing share count upon conversion

News Market Reaction – STNG

-0.33%
-0.33% Session close to close

In the May 8 session, STNG declined 0.33%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement combines a reopening of 1.75% convertible senior notes due 2031 with a concurrent ...
Analysis

This announcement combines a reopening of 1.75% convertible senior notes due 2031 with a concurrent share repurchase, extending an approach used in early April. Key watch points include execution of the planned $150.0M issuance, uptake of the $22.5M option, and the impact of repurchasing shares around the $100.39 conversion reference. Investors may track future balance between additional debt raises and further buybacks under this structure.

Key Figures

New notes offering size: $150.0 million Existing 2031 notes: $375.0 million Over-allotment option: $22.5 million +5 more
8 metrics
New notes offering size $150.0 million Additional 1.75% convertible senior notes due 2031
Existing 2031 notes $375.0 million Initial 1.75% convertible senior notes due 2031 issued Apr 10, 2026
Over-allotment option $22.5 million Potential additional aggregate principal amount of new notes
Coupon rate 1.75% per annum Interest on convertible senior notes, paid semi-annually
Maturity date April 15, 2031 Final maturity of the convertible senior notes
Initial conversion rate 9.9615 shares per $1,000 Common stock per $1,000 principal amount of notes
Conversion price $100.39 per share Implied from initial conversion rate of the notes
Redemption trigger 130% of conversion price Common stock price condition for optional redemption after Apr 20, 2029

Previous Buybacks Reports

2 past events · Latest: Apr 10 (Positive)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Apr 10 Notes closing & buyback Positive +2.6% Closed $375M 2031 convertible notes and executed ~$100M in share repurchases.
Apr 07 Notes pricing & buyback Positive +3.3% Priced $325M 2031 convertible notes and planned ~1.34M share buyback at $74.36.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent buyback-linked convertible note announcements have coincided with positive single-day moves for STNG.

Recent Company History

Over the past month, Scorpio Tankers has repeatedly paired convertible note offerings with share repurchases. On Apr 7, it priced $325M of 1.75% convertible notes due 2031 alongside repurchases of about 1.34M shares at $74.36. On Apr 10, the company closed a $375M offering of these notes and confirmed roughly $100M allocated to buybacks. Both events saw positive next‑day price reactions of 3.29% and 2.6%, respectively.

Key Terms

convertible senior notes, qualified institutional buyers, rule 144a, cusip, +1 more
5 terms
convertible senior notes financial
"additional 1.75% convertible senior notes due 2031 (the “New Notes”)"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
qualified institutional buyers financial
"in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
rule 144a regulatory
"pursuant to Rule 144A under the Securities Act of 1933, as amended"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
cusip technical
"once de-legended, the New Notes will trade with the same CUSIP number as the Initial Notes"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
View in glossary
fundamental change financial
"If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MONACO, May 07, 2026 (GLOBE NEWSWIRE) -- Scorpio Tankers Inc. (NYSE: STNG) (the “Company”) announced today its intention to offer $150.0 million aggregate principal amount of additional 1.75% convertible senior notes due 2031 (the “New Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions and other factors. The New Notes will be issued pursuant to the same indenture as the Company’s $375.0 million aggregate principal amount of 1.75% convertible senior notes due 2031 (the “Initial Notes” and, together with the New Notes, the “Notes”) issued on April 10, 2026 and will form a part of the same series of Notes as the Initial Notes. Although the New Notes will initially trade under a different Rule 144A CUSIP number than the Initial Notes, the Company expects that once de-legended, the New Notes will trade with the same CUSIP number as the Initial Notes. The Company also expects to grant to the initial purchaser of the New Notes an option to purchase, during a 13-day period, beginning on, and including, the first date on which the New Notes are issued, up to an additional $22.5 million aggregate principal amount of New Notes.

The Company expects to use a portion of the net proceeds from the Offering to repurchase shares of its common stock (the “Common Stock”), concurrently with the closing of the Offering. The Company expects to repurchase shares sold short by initial investors in the Offering in privately negotiated transactions effected with or through the initial purchaser or an affiliate at a price per share equal to the closing price of the Common Stock on the date of the pricing of the Offering.

The Notes are senior, unsecured obligations of the Company. The Notes will mature on April 15, 2031, unless earlier converted or repurchased or redeemed by the Company. The Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The interest payment to be made with respect to the New Notes on October 15, 2026, will include interest deemed to have accrued from, and including, April 10, 2026. The offering price for the New Notes will include such accrued interest.

Prior to January 15, 2031, the Notes will be convertible at the option of the holders only under certain circumstances and during certain periods. On or after January 15, 2031, holders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled at the Company’s election, in cash, shares of the Company’s Common Stock, or a combination of cash and shares of Common Stock. The initial conversion rate for each $1,000 principal amount of Notes is 9.9615 shares of Common Stock, equivalent to a conversion price of approximately $100.39 per share. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Company will have the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described herein, the Notes will not be redeemable at the Company’s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The Company intends to use (i) a portion of the net proceeds from the Offering to repurchase shares of Common Stock as described above and (ii) the remainder of the net proceeds for general corporate purposes. The share repurchases, or the expectation of repurchases, could increase (or reduce the size of any decrease in) the market price of the Common Stock or the Notes prior to, concurrently with or shortly after the pricing of the New Notes.

The New Notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The New Notes and any shares of Common Stock issuable upon conversion of the New Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy these securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Scorpio Tankers Inc.

Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. Scorpio Tankers Inc. currently owns 87 product tankers (32 LR2 tankers, 41 MR tankers and 14 Handymax tankers) with an average age of 10.2 years. The Company has reached agreements to sell six MR product tankers and three LR2 product tankers, which are expected to close in the second quarter of 2026. The Company has also reached agreements for four MR new buildings that are currently under construction with deliveries expected in 2026 and 2027, four LR2 new buildings with deliveries expected in 2027 and 2029 and two VLCC new buildings with deliveries expected in the second half of 2028. Additional information about the Company is available at the Company’s website www.scorpiotankers.com, which is not a part of this press release.

Forward-Looking Statements

Matters discussed in this press release may constitute 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 other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these expectations, beliefs or projections. The Company undertakes no obligation, and specifically declines 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 addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, expansion and growth of the Company’s operations, risks relating to the integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized within expected timeframes or at all, the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, the impact of the current and future sanctions that may impact the transportation of petroleum products, the recent military conflict in Iran which has had a significant direct and indirect impact on the trade of crude oil and refined petroleum products, potential disruption of shipping routes due to accidents or political events, potential liability from pending or future litigation, general domestic and international political conditions, which have and may continue to disrupt certain global shipping routes, vessel breakdowns and instances of off-hires, and other factors. Please see the Company’s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.

Contact Information

Scorpio Tankers Inc.
James Doyle - Head of Corporate Development & Investor Relations
Tel: +1 203-900-0559
Email: investor.relations@scorpiotankers.com


FAQ

What size and type of securities is Scorpio Tankers (STNG) offering on May 7, 2026?

The company is offering $150.0 million of additional 1.75% convertible senior notes due 2031. According to the company, an initial purchaser may buy up to an extra $22.5 million during a 13-day option window.

How will Scorpio Tankers (STNG) use proceeds from the May 7, 2026 convertible note offering?

The company expects to use a portion of net proceeds to repurchase shares sold short concurrently. According to the company, the remainder will be used for general corporate purposes.

What are the conversion terms for the new STNG convertible notes issued May 7, 2026?

The initial conversion rate is 9.9615 shares per $1,000 principal, about $100.39 per share. According to the company, conversion may be settled in cash, shares, or a combination, and is subject to adjustments.

When do the new STNG notes pay interest and mature?

The notes bear interest at 1.75% per year, payable semi-annually on April 15 and October 15, beginning October 15, 2026. According to the company, they mature on April 15, 2031, unless earlier converted or repurchased.

Could the May 7, 2026 STNG offering dilute existing shareholders and by how much?

Conversion would issue 9.9615 shares for each $1,000 principal, creating dilution if holders convert. According to the company, conversion settlement may include stock issuance, which would increase outstanding share count if conversion occurs.