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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
Date
of Report (Date of earliest event reported): April 9, 2026
International
Seaways, Inc.
(Exact Name of Registrant as Specified in Charter)
| Marshall Islands |
|
1-37836-1 |
|
98-0467117 |
(State or other jurisdiction of
incorporation or organization) |
|
Commission File
Number |
|
(I.R.S. Employer
Identification Number) |
600 Third Avenue,
39th Floor
New
York, New
York 10016
(Address
of Principal Executive Offices) (Zip Code)
(212)
578-1600
Registrant’s telephone number, including area code
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 |
| Item 1.01 | Entry into a Material Definitive Agreement |
On April 9, 2026, International
Seaways, Inc. (the “Company”) amended and restated the Amended and Restated Rights Agreement, dated as of April 11, 2023,
by and between the Company and Computershare Trust Company, N.A., as rights agent, to extend the “Final Expiration Date” to
April 8, 2029 and increase the “Purchase Price” from $50 to $95.
The description of the Second
A&R Rights Agreement (as defined in Item 3.03 below) set forth in Item 3.03 below is incorporated herein by reference. A copy of the
Second A&R Rights Agreement is filed as Exhibit 4.1 hereto and incorporated herein by reference.
| Item 3.03 | Material Modification of Rights of Security Holders |
On May 8, 2022, the Company
entered into a shareholder rights plan in the form of a Rights Agreement (the “Original Rights Agreement”), between the Company
and Computershare Trust Company, N.A., as rights agent. The Original Rights Agreement was approved by the board of directors (the “Board”)
of the Company on May 6, 2022. In connection with the Original Rights Agreement, the Board authorized and declared a dividend distribution
of one right (a “Right”) for each outstanding share of common stock, no par value, of the Company (the “Common Stock”).
The dividend was payable on May 19, 2022 to stockholders of record at the close of business on such date (the “Record Date”).
On April 11, 2023, the Board
approved the Amended and Restated Rights Agreement (the “A&R Rights Agreement”) with Computershare Trust Company, N.A.,
as rights agent, which amended and restated the Original Rights Agreement in its entirety.
On April 6, 2026, the Board
approved and authorized management to enter into, on April 9, 2026, the Second Amended and Restated Rights Agreement (the “Second
A&R Rights Agreement”) between the Company and Computershare Trust Company, N.A., as rights agent, which amended and restated
the A&R Rights Agreement in its entirety. Each Right entitles the registered holder to purchase from the Company one share of Common
Stock at a purchase price of $95 per share, subject to adjustment as described in the Second A&R Rights Agreement (the “Purchase
Price”). The Company expects to seek stockholder ratification of the adoption of the Second A&R Rights
Agreement at its 2026 annual meeting of stockholders.
In general terms, the Second
A&R Rights Agreement implements the same features and protective measures of the A&R Rights Agreement (except as noted below)
and includes the following revised provisions:
| · | extends the “Final Expiration Date” from April 10, 2026 to April 8, 2029; and |
| · | increases the Purchase Price from $50 to $95. |
The Second A&R Rights
Agreement otherwise preserves the terms of the prior A&R Rights Agreement. In particular, the Second A&R Rights Agreement does
not change:
| · | the existing 20% beneficial ownership threshold at which a person becomes an “Acquiring Person”;
or |
| · | the existing qualifying offer provision and the related stockholder redemption feature. |
The Second A&R
Rights Agreement is designed to make it more difficult for any individual stockholder or group of stockholders to gain control of
the Company through open market accumulation without paying a control premium to all stockholders or by otherwise disadvantaging
other stockholders. The Board adopted the Original Rights Agreement in response to a rapid and significant accumulation of Company
Common Stock by Famatown Finance Limited (“Famatown”), an affiliate of a Company competitor, and its affiliates.
Famatown’s initial Schedule 13D filed with the SEC on April 27, 2022 reported beneficial ownership by various Famatown
affiliates of approximately 16.2% of the Company’s outstanding Common Stock. As of the date of this Form 8-K, Famatown and its
affiliates own approximately 15.8% of the Company’s Common Stock.
The Second A&R Rights
Agreement includes an exception for certain “qualifying offers” that would not cause the Rights to become exercisable, such
as fully financed tender offers or exchange offers meeting certain terms and conditions further described below (as well as any combination
of cash and stock meeting the conditions set forth in the Second A&R Rights Agreement for both types of offers), in any case with
such offer being made in respect of all outstanding shares of the Common Stock and held open for at least ninety (90) business days. This
qualifying offer exception is designed to allow for bona fide offers of cash and/or stock while still ensuring that all of the Company’s
shareholders receive fair and equal treatment in the event of any proposed takeover of the Company and guarding against abusive tactics
to gain control of the Company without paying all shareholders a premium for that control.
The Rights are issued pursuant
to the Second A&R Rights Agreement. The following is a summary of the principal terms of the Second A&R Rights Agreement. The
following summary is a general description only and is qualified in its entirety by the full text of the Second A&R Rights Agreement,
which has been filed as an exhibit to this Form 8-K. A copy of the Second A&R Rights Agreement is available free of charge from the
Company upon request.
The Rights
Currently, the Rights trade
with, and are inseparable from, the Common Stock. The Rights are evidenced by the same stock certificates as the Common Stock (or the
balances in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of the Common
Stock) and not by separate certificates (any such certificates, the “Rights Certificates”). The Rights will accompany all
new shares of Common Stock the Company may issue in the future, as long as the Second A&R Rights Agreement remains in effect.
Each Right will allow its
holder to purchase Common Stock from the Company having a value (as determined pursuant to the Second A&R Rights Agreement) equal
to two times the exercise price of the Right, once the Rights become exercisable. Prior to exercise, the Right does not give its holder
any dividend, voting, or liquidation rights.
Exercisability
The Rights will not be exercisable
until ten (10) business days after (i) the public announcement that a person or group has become an Acquiring Person by obtaining beneficial
ownership of 20% or more of the Company’s outstanding Common Stock, (ii) the Board becomes aware of the existence of an Acquiring
Person (the “Stock Acquisition Date”) or (iii) the commencement of, or announcement of an intention to make, a tender offer
or exchange offer that would result in a person becoming an Acquiring Person. For purposes of the Second A&R Rights Agreement, beneficial
ownership is defined to include the ownership of derivative securities.
The date when the Rights become
exercisable is the “Distribution Date.” Until that date, (i) the Rights will be evidenced by the Common Stock certificates
or the balances in the book-entry account system of the transfer agent for the Common Stock registered in the names of the holders of
the Common Stock, as applicable, (ii) any confirmation or written notices sent to holders of Common Stock in book-entry form and any new
Common Stock certificates issued after the Rights Record Date will contain a notation incorporating the Second A&R Rights Agreement
by reference and (iii) the transfer of Common Stock outstanding will also constitute the transfer of the Rights associated with such shares
of Common Stock. The Company reserves the right to require prior to the occurrence of a Flip In or Flip Over (as discussed below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock will be issued.
Consequences of a Person
or Group Becoming an Acquiring Person
Flip In. In the event
that a person becomes an Acquiring Person, (i) each holder of a Right, other than Rights that are or were beneficially owned by an Acquiring
Person (or an Affiliate or Associate thereof (as such terms are defined in the Second A&R Rights Agreement)), will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having
a value (as determined pursuant to the Second A&R Rights Agreement) equal to two times the exercise price of the Right and (ii) all
Rights that are, or (under certain circumstances specified in the Second A&R Rights Agreement) were, beneficially owned by any Acquiring
Person or Affiliates or Associates thereof will be null and void.
Flip Over. In the event
that a person becomes an Acquiring Person and (i) the Company engages in a merger or other business combination transaction in which the
Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is changed or exchanged or (iii) 50% or more of the Company’s
assets (measured by book value), cash flow or earning power is sold or transferred, each holder of a Right (except Rights which have previously
been voided as set forth above) shall thereafter have the right to receive, upon exercise, Common Stock of the acquiring company having
a value equal to two times the exercise price of the Right.
Exchange. After a person
or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Common Stock, our Board of Directors may
exchange all or part of the Rights (other than Rights owned by such person or group which have become null and void), in whole or in part,
for Common Stock at an exchange ratio of one share of Common Stock per Right (subject to adjustment).
Expiration
The Rights will expire no
later than April 8, 2029, unless the Second A&R Rights Agreement is earlier terminated in accordance with its terms or such date is
extended or the Rights are earlier redeemed or exchanged by the Company.
Redemption
At any time prior to the earlier
of (i) the Stock Acquisition Date (or, if the Stock Acquisition Date has occurred prior to the Rights Record Date, the Rights Record Date)
and (ii) the expiration date of the Second A&R Rights Agreement, the Company may redeem the Rights in whole, but not in part, at a
price of $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board) or amend the Second A&R
Rights Agreement to change the expiration date to another date, including without limitation an earlier date. Immediately upon the action
of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive
the $0.001 redemption price.
Qualifying Offer
The Rights would also not
interfere with any fully financed tender offer, exchange offer of common stock of the offeror meeting certain terms and conditions further
described below, or a combination thereof, in each case for all outstanding shares of our Common Stock at the same per share consideration,
remaining open for a minimum of ninety (90) business days, subject to a minimum condition of acceptance by a majority of the outstanding
shares of our Common Stock and providing for a twenty (20)-business day “subsequent offering period” after consummation (such
offers, as determined by a majority of independent directors, are referred to as “qualifying offers”).
If an offer includes shares
of common stock of the offeror, the Rights would not interfere with such offer if:
| · | any non-cash consideration consists solely of freely-tradeable common stock of a publicly traded corporation; |
| · | such common stock is listed or admitted to trading on the New York Stock Exchange, Nasdaq Global Select
Market or Nasdaq Global Market; |
| · | the offeror has already received stockholder approval to issue such common stock prior to the commencement
of such offer or no such approval is or will be required; |
| · | the offeror has no other class of voting stock outstanding at the time of the commencement, during the
term or upon completion of such offer; and |
| · | the offeror meets the registrant eligibility requirements for use of a registration statement on Form
S-3 (or its equivalent for foreign private issuers) for registering securities under the Securities Act of 1933, as amended, including
the filing of all reports required to be filed pursuant to the Exchange Act in a timely manner during the twelve (12) calendar months
prior to the date of commencement, and throughout the term, of such offer. |
In the event the Company receives
a qualifying offer and the Board has not redeemed the Rights prior to the consummation of such offer, or called a special meeting for
stockholders to vote on whether to exempt the qualifying offer from the terms of the Second A&R Rights Agreement within ninety (90)
business days following the commencement of such offer, and if, within ninety (90) to one hundred and twenty (120) business days following
commencement of such qualifying offer, the Company receives a notice in compliance with the Second A&R Rights Agreement from holders
of record (or their duly authorized proxy) of at least 10% of the Common Stock (excluding shares beneficially owned by the offeror and
its affiliates and associates) requesting a special meeting to vote on a resolution to exempt the qualifying offer (the “Qualifying
Offer Resolution”) from the terms of the Second A&R Rights Agreement, then the Board must call and hold such a special meeting
by the ninetieth (90th) business day following receipt of the stockholder notice (the “Outside Meeting Date”).
If prior to holding a vote on the Qualifying Offer Resolution at the special meeting, the Company enters into an agreement conditioned
on the approval by holders of a majority of the outstanding Common Stock with respect to a share exchange, one-step merger, tender offer
and back-end merger, consolidation, recapitalization, reorganization, business combination or a similar transaction involving the Company
or the direct or indirect acquisition of more than 50% of the Company’s consolidated total assets or earning power, the Outside
Meeting Date may be extended by the Board so that stockholders vote on whether to exempt the qualifying offer at the same time as they
vote on such agreement.
If the Board does not hold
the special meeting of stockholders by the Outside Meeting Date to vote on the exemption of the qualifying offer, the qualifying offer
will be deemed exempt from the Second A&R Rights Agreement 10 business days after the Outside Meeting Date. If the Board does hold
a special meeting and stockholders vote at such meeting in favor of exempting the qualifying offer from the terms of the Second A&R
Rights Agreement, the qualifying offer will be deemed exempt from the Second A&R Rights Agreement ten (10) business days after the
votes are certified as official by the inspector of elections. Subject to the terms of the Second A&R Rights Agreement, the consummation
of the qualifying offer will not cause the offeror or its affiliates or associates to become an Acquiring Person, and the Rights will
immediately expire upon consummation of the qualifying offer.
Anti-Dilution
The Purchase Price payable,
and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) if holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or convertible
securities at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those
referred to above).
Amendments
Any of the provisions of the
Second A&R Rights Agreement may be amended by the Board prior to the Stock Acquisition Date. After the Stock Acquisition Date, the
provisions of the Second A&R Rights Agreement may only be amended by the Board in order to cure any ambiguity, to correct any defect
or inconsistency or to make changes which do not adversely affect the interests of holders of Rights.
The Second A&R Rights
Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the Rights is qualified
in its entirety by reference to such exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Second Amended and Restated Rights Agreement, dated as of April 9, 2026, between International Seaways, Inc. and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent, which includes the Form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Common Stock as Exhibit B. |
| |
|
|
| 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: April 9, 2026 |
By: |
/s/
James D. Small III |
| |
Name: |
James D. Small III |
| |
Title: |
Chief Administrative Officer, Senior Vice President,
Secretary and General Counsel |
