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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
September 9, 2025
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
8 – Other Events
On September 9, 2025, International Seaways, Inc. (the “Company”)
announced the pricing of its offering of $250.0 million aggregate principal amount of senior unsecured bonds, due to mature in September
2030 (the “2030 Bonds”). The 2030 Bonds will bear interest at a rate of 7.125% per year, and are expected to be issued on
September 23, 2025. The 2030 Bonds will be issued at par.
The Company expects to use the net
proceeds from this offering to finance the repurchase of six VLCCs pursuant to the terms of an existing lease financing arrangement (for
which the Company has tendered irrevocable notice of its intention to exercise purchase options in November 2025) and for general corporate
purposes.
A copy of the press release issued
by the Company on September 9, 2025 announcing the pricing of the offering is attached hereto as Exhibit 99.1.
The 2030 Bonds were offered outside the United States in reliance on
Regulation S under the Securities Act of 1933 (the “Securities Act”) and in the United States and its territories only to
persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act. The 2030 Bonds
have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
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 |
| |
|
| 99.1 |
Press Release dated September 9, 2025. |
| 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: September 9, 2025 |
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 |
| 99.1 |
|
Press Release dated September 9, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
