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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
October 21, 2026 (October 20, 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 3 - Securities
and Trading Markets
| Item 3.02 |
Unregistered Sales of Equity Securities. |
On October 20 and 21, 2026, International Seaways, Inc. (“Parent”)
and International Seaways Operating Corporation Ltd. completed the previously announced exchange transactions (the “Exchanges”)
contemplated by the Exchange and Support Agreements (the “Exchange Agreements”) entered into with certain shareholders
of Bruton Limited (“Bruton”), collectively holding Norwegian depositary receipts representing approximately 50.5% of
Bruton’s outstanding common shares, $0.10 par value per share (the “Bruton Common Shares”). Pursuant to the Exchanges,
the participating shareholders exchanged their interests in such Bruton Common Shares for an aggregate of 1,624,036 shares of Parent common
stock, no par value per share (“Parent Common Stock”). The shares of Parent Common Stock issued in the Exchanges were
not registered under the Securities Act of 1933, as amended, and were issued in reliance upon the exemption from registration provided
by Section 4(a)(2) thereof based in part on the nature of the Exchanges and the representations made by the participating shareholders
in the Exchange Agreements.
The foregoing description of the terms of the Exchanges does
not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreements, a form of which
is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and 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
exhibits are filed with this Form 8-K.
| Exhibit No. |
|
Description |
| 2.1 |
|
Form of Exchange and Support Agreement, dated October 16, 2026, by and among International Seaways, Inc., International Seaways Operating Corporation Ltd. and the Bruton Limited shareholders party thereto (incorporated by reference to Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the SEC on October 16, 2026). |
| 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: October 21, 2026 |
By |
/s/ James D. Small III |
| |
|
Name: |
James D. Small III |
| |
|
Title: |
Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
