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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
November 3, 2026 (November 2, 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/Atrue |
New
York Stock Exchange |
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
On November 2, 2026, International
Seaways, Inc. (“Parent”) completed the acquisition of Bruton Limited, an exempted company limited by shares incorporated
under the laws of Bermuda (“Bruton”), pursuant to the Transaction Agreement, dated as of October 16, 2026 (the “Transaction
Agreement”), by and among Parent, Bravo Ltd., an exempted company limited by shares incorporated under the laws of Bermuda
and indirect wholly owned subsidiary of Parent (“Merger Sub”), and Bruton. Pursuant to the terms of the Transaction
Agreement, the Company acquired Bruton through the merger of Merger Sub with and into Bruton, with Bruton surviving the merger as an
indirect wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, among
other things, (i) each of Bruton’s outstanding common shares, $0.10 par value per share (the “Bruton Common Shares”),
held by a holder of more than 10,000 Bruton Common Shares (other than certain excluded shares) was converted into the right to receive
0.05190 shares of Parent common stock, no par value per share (the “Parent Common Stock,” and such exchange ratio
the “Per Share Stock Consideration”), and cash in lieu of any fractional shares of Parent Common Stock, and (ii) each
outstanding Bruton Common Share (other than certain excluded shares) held by a holder of 10,000 or fewer Bruton Common Shares received
cash consideration of $6.3044 per share.
In connection with the closing
of the Merger on November 2, 2026, approximately 1.1 million shares of Parent Common Stock are issuable, in the aggregate, as Per Share
Stock Consideration pursuant to the Merger (with the final number of shares to be determined following completion of the settlement process).
The shares of Parent Common Stock issued as the Per Share Stock Consideration pursuant to the Merger will be issued in reliance upon
the exemption from registration provided by Rule 802 under the Securities Act of 1933, as amended (the “Securities Act”),
based in part on a determination that fewer than 10% of the Bruton Common Shares were held by U.S. holders for purposes of Rule 802,
determined in accordance with Rule 802.
The foregoing description of
the terms of the Transaction Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to
the full text of the Transaction Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated
herein by reference.
| 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 |
|
Transaction Agreement, dated October 16, 2026, by and among International Seaways, Inc., Bravo
Ltd. and Bruton Limited (incorporated by reference to Exhibit 2.2 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: November 3, 2026 |
By |
/s/
James D. Small III |
| |
|
Name: |
James D. Small III |
| |
|
Title: |
Chief Administrative Officer, Senior Vice President, Secretary and General Counsel |
