[D] International Seaways, Inc. SEC Filing

Rhea-AI Filing Summary

International Seaways, Inc. filed a Form D reporting a Regulation D, Rule 506(b) offering of debt securities that raised $23,750,000, with all offered securities sold (total remaining to be sold: $0). The offering lists a first sale date of 2025-09-23 and was conducted with solicitation outside the U.S. and in three U.S. states: Connecticut, Massachusetts, and New York. The issuer identifies its jurisdiction as the Marshall Islands and its principal place of business at 600 Third Avenue, New York, NY. The filing shows four investors participated, a reported minimum outside investment of $125,000, and estimated sales commissions of $435,000. The issuer indicates the offering is not tied to a business combination and is intended to last less than one year.

Positive

• Raised $23,750,000 in the offering, with no remaining amount to be sold
• Offering completed under Rule 506(b), enabling a structured private placement process
• Limited investor count (4) may simplify investor relations and administrative reporting

Negative

• High minimum investment of $125,000 restricts the investor base to larger accredited investors
• Estimated sales commissions of $435,000 represent an identifiable cost against proceeds
• Concentrated investor ownership (only 4 investors) could create refinancing or negotiation concentration risk

Insights

Capital Markets Attorney

Reg D debt placement completed; documentation and solicitation are conventional.

The filing shows a Rule 506(b) private placement of debt securities that raised $23,750,000 with solicitation in specified states and via several named foreign financial institutions. Rule 506(b) permits up to 35 non-accredited investors but the filing reports four investors and a high minimum of $125,000, indicating a targeted institutional/high‑net‑worth investor base.

Key compliance details to monitor include investor accreditation evidence, reliance on Rule 506(b) anti‑fraud obligations, and the stated sales commissions of $435,000. Expect any follow‑on disclosures if proceeds are used in ways that trigger reporting obligations within typical state or federal frameworks over the next 12 months.

Corporate Treasurer

Proceeds provide near‑term financing flexibility; structure suggests selective placement.

The company secured $23,750,000 via debt securities sold in a discrete private placement with no remaining amount to sell, which immediately increases available liquidity consistent with short‑term funding objectives. The minimum investment and small investor count suggest concentrated holders, which can simplify administration but concentrate refinancing or covenant negotiation risk.

Operational items to watch include the use of proceeds allocation, any covenant schedules tied to these notes, and near‑term maturities or refinancing needs that could emerge within the next 12 months as reflected in public reporting.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001679049

OSG International, INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

International Seaways, Inc.

Jurisdiction of Incorporation/Organization

MARSHALL ISLANDS

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
International Seaways, Inc.
Street Address 1		Street Address 2
600 THIRD AVENUE		39TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10016	212-953-4100

3. Related Persons

Last Name	First Name	Middle Name
Zabrocky	Lois	K.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pribor	Jeffrey	D.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Small	James	D.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Solon	Derek	G.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nugent	William	F.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Anderson	Darron	M.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bernlohr	Timothy	J.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Blackley	Ian	T.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Blankenship	A.	Kate
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Day	Randee	E.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Greenberg	David	I.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Johansen	Kristian	K.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stevenson	Craig	H.
Street Address 1	Street Address 2
600 Third Avenue	39th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10016

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
X	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-23				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $125,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
DNB Carnegie	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Dronning Eufemias Gate 30
City	State/Province/Country	ZIP/Postal Code
Oslo	NORWAY	0191
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CONNECTICUT MASSACHUSETTS NEW YORK

Recipient	Recipient CRD Number X None
Arctic Securities AS	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Haakon VIIs gate 5
City	State/Province/Country	ZIP/Postal Code
Oslo	NORWAY	0161
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CONNECTICUT MASSACHUSETTS NEW YORK

Recipient	Recipient CRD Number X None
Nordea Bank Abp, Filial i Norge	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Essendrops gate 7
City	State/Province/Country	ZIP/Postal Code
Oslo	NORWAY	0368
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CONNECTICUT MASSACHUSETTS NEW YORK

Recipient	Recipient CRD Number X None
Skandinaviska Enskilda Banken AB (publ) Oslofilialen	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Filipstadveien 10
City	State/Province/Country	ZIP/Postal Code
Oslo	NORWAY	0250
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CONNECTICUT MASSACHUSETTS NEW YORK

Recipient	Recipient CRD Number X None
Credit Agricole Corporate and Investment Bank	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
12 Place des Etats-Unis 92120
City	State/Province/Country	ZIP/Postal Code
Montrouge	FRANCE	92120
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CONNECTICUT MASSACHUSETTS NEW YORK

Recipient	Recipient CRD Number X None
Clarksons Securities	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Munkedamsveien 62C
City	State/Province/Country	ZIP/Postal Code
Oslo	NORWAY	0270
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CONNECTICUT MASSACHUSETTS NEW YORK

Recipient	Recipient CRD Number X None
Fearnley Securities	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Dronning Eufemias gate 8
City	State/Province/Country	ZIP/Postal Code
Oslo	NORWAY	0191
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CONNECTICUT MASSACHUSETTS NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$23,750,000	USD	or Indefinite
Total Amount Sold	$23,750,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The reported figure represents the portion of proceeds for securities sold in the offering in reliance on Regulation D.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

4

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$435,000	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

The reported figure represents the portion of sales commissions attributable to proceeds received in reliance on Regulation D.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
International Seaways, Inc.	/s/ James D. Small III	James D. Small III	Chief Administrative Officer, SrVP, Sec & General Counsel	2025-10-07

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did International Seaways (INSW) raise in the Form D filing?

The company raised $23,750,000 from a private placement of debt securities under Rule 506(b).

When was the first sale reported for INSW's offering?

The filing reports the first sale date as 2025-09-23.

How many investors participated in INSW's offering and what was the minimum investment?

There were 4 investors and the minimum outside investor amount was $125,000.

Were any sales commissions disclosed in INSW's offering?

Yes, the filing shows estimated sales commissions of $435,000 and no finders' fees.

Is the offering tied to a merger or acquisition for INSW?

No. The issuer indicated the offering is not being made in connection with a business combination.

Where is International Seaways organized and where is its principal place of business?

The issuer's jurisdiction of organization is the Marshall Islands and its principal place of business is 600 Third Avenue, New York, NY.