International Seaways, Inc. Reports Material Event

Rhea-AI Filing Summary

International Seaways, Inc. entered into a new Equity Distribution Agreement with BTIG, B. Riley Securities, Clarksons Securities and Fearnleys Securities, allowing it to sell, from time to time, up to $200,000,000 of common stock in "at the market" offerings under its existing shelf registration.

Each sales agent may earn a commission of up to 3.0% of the gross sales price, and the company may suspend or terminate the program at any time and currently has not sold or committed to sell any shares. A prior $100,000,000 at-the-market program with Evercore and Jefferies was terminated without any shares being sold.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $200,000,000 Sales agent commission: 3.0% of gross sales price Expense reimbursement cap: $65,000 +1 more

4 metrics

ATM program size $200,000,000 Aggregate gross sales price capacity for new at-the-market offerings

Sales agent commission 3.0% of gross sales price Maximum commission per agent on common stock sold

Expense reimbursement cap $65,000 Cap on certain sales agents’ legal fees and disbursements

Prior ATM capacity $100,000,000 Aggregate gross sales price under terminated 2023 equity distribution agreement

Key Terms

Equity Distribution Agreement, at the market offerings, automatic shelf registration statement, prospectus supplement, +1 more

5 terms

Equity Distribution Agreement financial

"entered into an Equity Distribution Agreement (the “Distribution Agreement”) with BTIG, LLC, B. Riley Securities, Inc., Clarksons Securities, Inc. and Fearnleys Securities, Inc."

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market offerings financial

"to issue and sell through or to the Sales Agents, from time to time, shares of its Common Stock ... in “at the market” offerings"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

automatic shelf registration statement regulatory

"the Company’s automatic shelf registration statement on Form S-3 (File No. 333-292313)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement regulatory

"Sales of shares of Common Stock ... will be made pursuant to the Company’s prospectus supplement, dated May 11, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution financial

"agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities"

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

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Accepted by SEC EDGAR 05/11/2026 - 05:25 PM EDT Learn about SEC filing dates

false 0001679049 true 0001679049 2026-05-11 2026-05-11 0001679049 us-gaap:CommonStockMember 2026-05-11 2026-05-11 0001679049 insw:RightscommonstockMember 2026-05-11 2026-05-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

                            May 11, 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))

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

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. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On May 11, 2026, International Seaways, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with BTIG, LLC, B. Riley Securities, Inc., Clarksons Securities, Inc. and Fearnleys Securities, Inc. as sales agents (the “Sales Agents”), to issue and sell through or to the Sales Agents, from time to time, shares of its Common Stock, no par value (the “Common Stock”), in “at the market” offerings having an aggregate gross sales price of up to $200,000,000. Each Sales Agent will receive from the Company a commission of up to 3.0% of the gross sales price of all common shares sold through it as sales agent under the Distribution Agreement.

As of the date hereof, the Company has neither sold nor undertaken to sell any shares pursuant to the Distribution Agreement. Sales of shares of Common Stock made pursuant to the Distribution Agreement, if any, will be made pursuant to the Company’s prospectus supplement, dated May 11, 2026 (the “Prospectus Supplement”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on such date, and the Company’s automatic shelf registration statement on Form S-3 (File No. 333-292313) (the “Registration Statement”) filed with the SEC on December 19, 2025 (collectively with the Prospectus Supplement, the “Prospectus”).

The sale of shares under the Distribution Agreement (if any), through or to the Sales Agents, will be through transactions deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933 (the “Securities Act”), on or through the facilities of the New York Stock Exchange (the “NYSE”), on any other existing trading market for the shares or to or through a market maker, by any other method permitted by law, including, without limitation, privately negotiated transactions at prices prevailing in the market at the time of sale or as otherwise agreed with the Sales Agents pursuant to the Distribution Agreement. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Distribution Agreement or terminate the Distribution Agreement.

The Company made certain customary representations, warranties and covenants concerning the Company and the Common Stock in the Distribution Agreement and agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. The Company has also agreed to reimburse the Sales Agents for certain expenses in certain circumstances, including fees and disbursements related to their legal counsel, in an amount not to exceed $65,000, in addition to certain ongoing fees and disbursements of their legal counsel.

In connection with entering into the Distribution Agreement, effective May 11, 2026, the Company terminated the equity distribution agreement dated December 20, 2023, with Evercore Group L.L.C. and Jefferies LLC (the “Prior Distribution Agreement”), relating to the “at the market” offerings of the shares of Common Stock having an aggregate gross sales price of up to $100,000,000. Accordingly, the related “at the market” offering conducted pursuant to the prospectus supplement filed December 20, 2023 was terminated. The Company did not sell any shares of Common Stock under the Prior Distribution Agreement and no further offerings or sales will be made under the Prior Distribution Agreement.

The Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Distribution Agreement. The opinion of the Company’s counsel regarding the validity of the shares that will be issued pursuant to the Distribution Agreement and the Prospectus is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

2 

Section 9 – Financial Statements and Exhibits

Item 9.01 Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

(d) Exhibits

Exhibit No.	Description
1.1	Distribution Agreement dated May 11, 2026 among International Seaways, Inc. and BTIG, LLC, B. Riley Securities, Inc., Clarksons Securities, Inc. and Fearnleys Securities, Inc.
5.1	Opinion and consent of Reeder & Simpson, P.C.
5.2	Opinion and consent of Cleary Gottlieb Steen & Hamilton LLP
23.1	Consent of Reeder & Simpson, P.C. (included in Exhibit 5.1 hereto)
23.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2 hereto)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

3 

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: May 11, 2026	By	/s/ James D. Small III
		Name:	James D. Small III
		Title:	Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 225.0 KB
• EX-5.1 EXHIBIT 5.1 9.3 KB
• EX-5.2 EXHIBIT 5.2 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 25.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.6 KB