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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
March 31, 2026 (March 27, 2026)
Date of Report (Date
of earliest event reported)
International
Seaways, Inc.
(Exact
Name of Registrant as Specified in Charter)
1-37836-1
Commission
File Number
| Marshall Islands |
|
98-0467117 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
600 Third Avenue,
39th Floor
New York, New York
10016
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code (212) 578-1600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Symbol |
Name of each exchange on which registered |
| Common Stock (no par value) |
INSW |
New York Stock Exchange |
| Rights to Purchase Common Stock |
N/A true |
New York Stock Exchange |
Section 1
– Registrant’s Business and Operations
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On
March 27, 2026, an indirect wholly-owned subsidiary of International Seaways, Inc. (the
“Company”) entered into a joinder agreement (the “Agreement”) to that certain
Credit Agreement dated as of May 22, 2022 (as amended by the First Amendment to the Credit Agreement, dated as of
March 10, 2023, the Second Amendment to the Credit Agreement, dated as of April 26, 2024, the Third Amendment to the
Credit Agreement, dated as of October 7, 2025, and as further amended and/or restated, the “$500 Million
RCF”) among the Company, International Seaways Operating Corporation Ltd. (the
“Borrower”), the subsidiary guarantors, Nordea Bank Abp, New York Branch (as administrative agent,
collateral agent, security trustee and a lender) and the other lenders thereunder. Pursuant to the Agreement, that subsidiary agreed
to be bound as a subsidiary guarantor under the $500 Million RCF and related loan documents and also agreed to pledge as collateral
a VLCC tanker owned by it. That vessel comprises a Substitution Vessel (as defined in the Credit Agreement) replacing assets
previously sold or otherwise released from the facility collateral pool.
The
description of the Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text thereof, a copy of
which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Section 9 – Financial Statements
and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Pursuant to General Instruction B.2 of Form 8-K, the
following exhibit is furnished with this Form 8-K.
| Exhibit No. |
Description |
| |
|
| 10.1 |
Joinder Agreement dated March 27, 2026 by Hendricks Tanker Company LLC to the $500 Million RCF among the Registrant, the Borrower, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and as collateral agent and security trustee for the Secured Parties. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
INTERNATIONAL SEAWAYS, INC. |
| |
(Registrant) |
| |
|
| |
|
| Date: March 31, 2026 |
By |
/s/ James D. Small III |
| |
|
Name: |
James D. Small III |
| |
|
Title: |
Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Joinder Agreement dated March 27, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
