Scorpio Tankers (NYSE: STNG) prices $375M convertibles and repurchases stock
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Scorpio Tankers Inc. completed a private Offering of $375 million of 1.75% Convertible Senior Notes due 2031, including $50 million from the initial purchasers’ option. The notes are senior, unsecured, pay 1.75% interest semi-annually, and may be converted into cash, common shares, or a mix.
The initial conversion rate is 9.9615 shares per $1,000 principal amount, implying a conversion price of about $100.39 per share, a roughly 35% premium to the $74.36 share price on April 7, 2026. The company received about $363.3 million in net proceeds and used approximately $100 million to repurchase about 1.34 million shares in privately negotiated transactions, with the balance earmarked for general corporate purposes.
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Insights
Scorpio Tankers adds low-coupon convertible debt and funds a sizable share buyback.
Scorpio Tankers Inc. issued $375 million of 1.75% Convertible Senior Notes due 2031, gaining long-dated, low-coupon funding. The notes are senior, unsecured and convertible at an initial price of about $100.39 per share, a reported 35% premium to the reference price.
Net proceeds were about $363.3 million, with roughly $100 million used to repurchase about 1.34 million shares at $74.36. This combination of new convertible debt and concurrent buyback shifts the balance between leverage, potential future dilution, and current equity reduction.
Key structural features include issuer callability from April 20, 2029 if the share price exceeds 130% of the conversion price, and a “fundamental change” put right for holders. Actual impact on future dilution and leverage will depend on share-price performance and any eventual conversions or redemptions.
Key Figures
Convertible notes principal: $375.0 million
Coupon rate: 1.75% per year
Net proceeds: $363.3 million
+5 more
8 metrics
Convertible notes principal
$375.0 million
Aggregate principal amount of 1.75% Convertible Senior Notes due 2031
Coupon rate
1.75% per year
Interest rate on Convertible Senior Notes, paid semi-annually
Net proceeds
$363.3 million
Net cash received after discounts, commissions and expenses
Share repurchase amount
$100.0 million
Net proceeds used to repurchase common stock concurrently with closing
Shares repurchased
1,344,809 shares
Common shares bought back at $74.36 per share
Conversion rate
9.9615 shares / $1,000
Initial conversion rate of notes into common stock
Implied conversion price
$100.39 per share
Approximate initial conversion price, 35% above $74.36 reference
Reference share price
$74.36 per share
Last reported NYSE sale price on April 7, 2026 used for pricing
Key Terms
Convertible Senior Notes, fundamental change, Qualified Successor Entity, Rule 144A, +2 more
6 terms
Convertible Senior Notes financial
"private offering of $375.0 million aggregate principal amount of 1.75% Convertible Senior Notes due 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
fundamental change financial
"If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
Qualified Successor Entity financial
"the resulting, surviving or transferee person (if not the Company) is a “Qualified Successor Entity” (as defined in the Indenture)"
Rule 144A regulatory
"offered and sold pursuant to exemptions from registration requirements afforded by Section 4(a)(2) of the Securities Act ... and Rule 144A under the Securities Act"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Section 3(a)(9) regulatory
"issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
additional interest financial
"sole remedy ... will, for the first 365 days ... consist exclusively of the right to receive additional interest on the Notes"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-34677
SCORPIO TANKERS INC.
(Translation of registrant’s name into English)
99, Boulevard du Jardin Exotique, Monaco 98000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On April 10, 2026, Scorpio Tankers Inc. (the “Company”) completed a private offering (the “Offering”) of $375.0 million aggregate principal amount of 1.75% Convertible Senior Notes due 2031 (the
“Notes”), which amount includes $50.0 million aggregate principal amount of Notes issued pursuant to the initial purchasers’ full exercise of their option to purchase additional Notes. The Notes were issued pursuant to an indenture, dated April 10,
2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.
The Notes are senior, unsecured obligations of the Company and bear interest at 1.75% per year. Interest is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Notes will mature on April
15, 2031, unless earlier converted or redeemed or repurchased in accordance with their terms.
Prior to January 15, 2031, the Notes will be convertible at the option of the holders only under certain circumstances and during certain periods. On or after January 15, 2031, holders may convert their Notes at any time at their election until
the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled at the Company’s election, in cash, shares of the Company’s common stock par value $0.01 per share (“common
stock”), or a combination of cash and shares of common stock. The initial conversion rate for each $1,000 principal amount of Notes is 9.9615 shares of common stock, equivalent to a conversion price of approximately $100.39 per share (which
represents a conversion premium of approximately 35% above the last reported sale price of the common stock on the New York Stock Exchange on April 7, 2026). The conversion rate and conversion price will be subject to adjustment upon the occurrence
of certain events.
The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April 20, 2029 and on or before the 41st scheduled trading day immediately before
the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Company will have the right to
redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described in the two immediately preceding sentences, the Notes will not be redeemable at the Company’s option
prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a price equal to the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or
insolvency events of default involving the Company after which the Notes become automatically due and payable.
If certain bankruptcy and insolvency-related events of default occur, the principal amount of, and all accrued and unpaid interest on, all of the then outstanding Notes shall automatically become due
and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default, occurs and is continuing, the trustee, by written notice to the Company, or the holders of at least 25% in
principal amount of the outstanding Notes by written notice to the Company and the trustee, may declare 100% of the principal amount of, and all accrued and unpaid interest on, all the outstanding Notes to be due and payable immediately.
Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for
the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes.
The Indenture provides that the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the
Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or
transferee person (if not the Company) is a “Qualified Successor Entity” (as defined in the Indenture) (such Qualified Successor Entity, the “Successor Entity”) organized and existing under the laws of the Republic of the Marshall Islands, the
United States of America, any State thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes, by supplemental indenture, all of the Company’s obligations under the Notes and the Indenture; and (ii)
immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.
A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form
of the Notes) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
The Company received approximately $363.3 million of net proceeds after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company. The Company used
approximately $100.0 million of the net proceeds from the Offering to repurchase, concurrently with the closing of the Offering, shares of the Company’s common stock in privately negotiated transactions at a price of $74.36 per share, the closing
price of the Company’s shares on April 7, 2026, the date of the pricing of the Offering. The Company intends to use the remainder of the net proceeds from the Offering for general corporate purposes.
The Notes were offered and sold pursuant to exemptions from registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 144A under
the Securities Act. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof
because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock. The conversion rate is subject to customary anti-dilution adjustment provisions.
This Report on Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any offer, solicitation or sale of any securities in any state in
which such offer, solicitation or sale would be unlawful. The Notes have not been, nor will be, registered under the Securities Act, or applicable state securities laws, and the Notes may not be offered or sold in the United States absent
registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
On April 7, 2026, the Company issued a press release announcing the proposed Offering and then separately issued a press release announcing the pricing of the Notes. Copies of these press releases are
attached as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K. On April 10, 2026, the Company issued a press release announcing the closing
of the Offering. A copy of this press release is attached as Exhibit 99.3 to this Report on Form 6-K.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (Registration No. 333-286015) and S-8 (Registration No.
333-290540) that were filed with the U.S. Securities and Exchange Commission, with effective dates of March 21, 2025 and September 26, 2025, respectively.
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, thereunto duly
authorized.
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SCORPIO TANKERS INC.
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(registrant)
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Dated: April 10, 2026
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By:
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/s/ Christopher Avella
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Christopher Avella
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Chief Financial Officer
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Exhibit 99.1
Scorpio Tankers Inc. Announces Proposed Offering of Convertible Senior Notes and Concurrent Stock Repurchase
MONACO, April 7, 2026 (GLOBE NEWSWIRE) -- Scorpio Tankers Inc. (NYSE: STNG) (the “Company”) announced today its intention to offer $300,000,000 aggregate principal
amount of convertible senior notes due 2031 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), subject to market conditions and other factors. The Company also expects to grant to the initial purchasers of the Notes an option to purchase, during a 13-day period, beginning on, and including, the first date on which the Notes are
issued, up to an additional $45,000,000 aggregate principal amount of Notes.
The Company expects to use a portion of the net proceeds from the Offering to repurchase shares of its common stock (the “Common Stock”), concurrently with the closing of
the Offering. The Company expects to repurchase shares sold short by initial investors in the Offering in privately negotiated transactions effected with or through one of the initial purchasers or an affiliate at a price per share equal to the
closing price of the Common Stock on the date of the pricing of the Offering.
The Notes will be senior, unsecured obligations of the Company with interest payable semiannually in arrears and will mature on April 15, 2031, unless earlier converted
or redeemed or repurchased by the Company. Upon conversion, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s Common Stock, or a combination of cash and shares of the Common Stock. The interest rate, initial
conversion rate and other terms of the Notes will be determined upon pricing of the Offering.
The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April
20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for a specified period of time and certain
other conditions are satisfied. In addition, the Company will have the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described herein, the Notes
will not be redeemable at the Company’s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their
Notes for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The Company intends to use (i) a portion of the net proceeds from the Offering to repurchase shares of Common Stock as described above and (ii) the remainder of the net
proceeds for general corporate purposes. The share repurchases, or the expectation of repurchases, could increase (or reduce the size of any decrease in) the market price of the Common Stock or the Notes prior to, concurrently with or shortly
after the pricing of the Notes, and could result in a higher effective conversion price for the Notes.
The Notes will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and any
shares of Common Stock issuable upon conversion of the Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy these securities, nor will there be any offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale is unlawful.
About Scorpio Tankers Inc.
Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. Scorpio Tankers Inc. currently owns 88 product tankers (33 LR2 tankers, 41
MR tankers and 14 Handymax tankers) with an average age of 10.1 years. The Company has reached agreements to sell an LR2 product tanker and three MR product tankers, which are expected to close in the second quarter of 2026. The Company has also
reached agreements for four MR new buildings that are currently under construction with deliveries expected in 2026 and 2027, four LR2 new buildings with deliveries expected in 2027 and 2029 and two VLCC new buildings with deliveries expected in
the second half of 2028. Additional information about the Company is available at the Company’s website www.scorpiotankers.com, which is not a part of this press release.
Forward-Looking Statements
Matters discussed in this press release may constitute forward‐looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward‐looking statements in order to encourage companies to provide prospective information about their business. Forward‐looking statements include statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions
identify forward‐looking statements.
The forward‐looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these
expectations, beliefs or projections. The Company undertakes no obligation, and specifically declines any obligation, except as required by law, to publicly update or revise any forward‐looking statements, whether as a result of new information,
future events or otherwise.
In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in
the forward‐looking statements include unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, expansion and growth of the
Company’s operations, risks relating to the integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized
within expected timeframes or at all, the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel
values, changes in demand for tanker vessel capacity, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, charter
counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, the impact of the current and future sanctions
that may impact the transportation of petroleum products, potential liability from pending or future litigation, general domestic and international political conditions, which have and may continue to disrupt certain global shipping routes, vessel
breakdowns and instances of off‐hires, and other factors. Please see the Company’s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.
Contact Information
Scorpio Tankers Inc.
James Doyle - Head of Corporate Development & Investor Relations
Tel: +1 203-900-0559
Email: investor.relations@scorpiotankers.com
Exhibit 99.2
Scorpio Tankers Inc. Announces Pricing of Convertible Senior Notes due 2031 and Concurrent Stock Repurchase
MONACO, April 7, 2026 (GLOBE NEWSWIRE) -- Scorpio Tankers Inc. (NYSE: STNG) (the “Company”) announced today that it priced a private offering (the “Offering”) of $325 million aggregate principal amount of 1.75% convertible senior notes due
2031 (the “Notes”). The offering size was increased from the announced offering size of $300 million aggregate principal amount of Notes. The Notes will be sold only to persons reasonably believed to be qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted to the initial purchasers of the Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the
Notes are issued, up to an additional $50 million aggregate principal amount of Notes.
The Company has agreed to repurchase, concurrently with the closing of the Offering, approximately 1.34 million shares of the Company’s common stock (the “Common Stock”) from purchasers of Notes in privately negotiated transactions effected with
or through one of the initial purchasers or an affiliate, at a purchase price per share equal to the last reported sale price of $74.36 per share of the Common Stock on the New York Stock Exchange on April 7, 2026.
The Offering is expected to close on April 10, 2026, subject to the satisfaction of certain customary closing conditions. The Notes will be senior, unsecured obligations of the Company. The Notes will mature on April 15, 2031, unless earlier
converted or repurchased or redeemed by the Company. The Notes will bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026.
Prior to January 15, 2031, the Notes will be convertible at the option of the holders only under certain circumstances and during certain periods. On or after January 15, 2031, holders may convert their Notes at any time at their election until
the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled at the Company’s election, in cash, shares of the Company’s Common Stock, or a combination of cash and
shares of Common Stock. The initial conversion rate for each $1,000 principal amount of Notes is 9.9615 shares of Common Stock, equivalent to a conversion price of approximately $100.39 per share (which represents a conversion premium of
approximately 35% above the last reported sale price of the Common Stock on the New York Stock Exchange on April 7, 2026). The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April 20, 2029 and on or before the 41st scheduled trading day immediately
before the maturity date, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Company will have
the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described in the two immediately preceding sentences, the Notes will not be redeemable at the
Company’s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a price equal to the principal amount of the Notes to be
repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The Company estimates that the net proceeds from the Offering will be approximately $314.7 million (or approximately $363.3 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the
initial purchasers’ discounts and commissions and the Company’s estimated Offering expenses. The Company intends to use (i) approximately $100.0 million of the net proceeds from the Offering to repurchase approximately 1.34 million shares of Common
Stock as described above and (ii) the remainder of the net proceeds for general corporate purposes. The Company’s share repurchases could have increased, or prevented a decrease in, the market price of the Common Stock or the Notes, which could
have resulted in a higher effective conversion price for the Notes.
The Notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and any shares of the Common Stock issuable upon conversion of the Notes, have not been,
and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration
requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Scorpio Tankers Inc.
Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. Scorpio Tankers Inc. currently owns 88 product tankers (33 LR2 tankers, 41 MR tankers and 14 Handymax tankers) with an
average age of 10.1 years. The Company has reached agreements to sell an LR2 product tanker and three MR product tankers, which are expected to close in the second quarter of 2026. The Company has also reached agreements for four MR new buildings
that are currently under construction with deliveries expected in 2026 and 2027, four LR2 new buildings with deliveries expected in 2027 and 2029 and two VLCC new buildings with deliveries expected in the second half of 2028. Additional information
about the Company is available at the Company’s website www.scorpiotankers.com, which is not a part of this press release.
Forward-Looking Statements
Matters discussed in this press release may constitute forward‐looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward‐looking statements in order to
encourage companies to provide prospective information about their business. Forward‐looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other
statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection
with this safe harbor legislation. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions identify forward‐looking statements.
The forward‐looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of
historical operating trends, data contained in the Company’s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these expectations, beliefs or projections. The
Company undertakes no obligation, and specifically declines any obligation, except as required by law, to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise.
In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward‐looking statements include unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, expansion and growth of the Company’s operations, risks relating to the
integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized within expected timeframes or at all, the
failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel
capacity, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain
financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, the impact of the current and future sanctions that may impact the transportation of
petroleum products, potential liability from pending or future litigation, general domestic and international political conditions, which have and may continue to disrupt certain global shipping routes, vessel breakdowns and instances of off‐hires,
and other factors. Please see the Company’s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.
Contact Information
Scorpio Tankers Inc.
James Doyle - Head of Corporate Development & Investor Relations
Tel: +1 203-900-0559
Email: investor.relations@scorpiotankers.com
Exhibit 99.3
Scorpio Tankers Inc. Announces Closing
Convertible Senior Notes due 2031 and Concurrent Stock Repurchase
MONACO, April 10, 2026 (GLOBE NEWSWIRE) -- Scorpio Tankers Inc. (NYSE: STNG) (the “Company”) announced today that it has closed its previously announced private offering
(the “Offering”) for $375,000,000 in aggregate principal amount of convertible senior notes due 2031 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). This
amount includes the full exercise of the initial purchasers’ option to purchase an additional $50,000,000 in aggregate principal amount of the Notes in connection with the Offering. In conjunction with the Offering, the Company repurchased 1,344,809
of its common stock at $74.36 per share.
The Notes are senior, unsecured obligations of the Company and bear interest at 1.75% per year. Interest is payable semi-annually in arrears on April 15 and October 15 of
each year, beginning on October 15, 2026. The Notes will mature on April 15, 2031, unless earlier converted or redeemed or repurchased in accordance with their terms.
Prior to January 15, 2031, the Notes will be convertible at the option of the holders only under certain circumstances and during certain periods. On or after January 15,
2031, holders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled at the Company’s election, in cash,
shares of the Company’s common stock, or a combination of cash and shares of common stock. The initial conversion rate for each $1,000 principal amount of Notes is 9.9615 shares of common stock, equivalent to a conversion price of approximately
$100.39 per share (which represents a conversion premium of approximately 35% above the last reported sale price of the common stock on the New York Stock Exchange on April 7, 2026). The conversion rate and conversion price will be subject to
adjustment upon the occurrence of certain events.
The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April
20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time and certain
other conditions are satisfied. In addition, the Company will have the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described in the two immediately
preceding sentences, the Notes will not be redeemable at the Company’s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but
excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes
for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
Net proceeds from the Offering were approximately $363.3 million after deducting the initial purchasers’ discounts and commissions and the Company’s estimated Offering
expenses. The Company used approximately $100.0 million of the net proceeds from the Offering to repurchase approximately 1,344,809 shares of common stock as described above and will use the remainder of the net proceeds for general corporate
purposes.
The Notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes and any shares of
the common stock issuable upon conversion of the Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States
except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy securities, nor will there be any offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About Scorpio Tankers Inc.
Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. Scorpio Tankers Inc. currently owns 87 product tankers (32 LR2 tankers, 41
MR tankers and 14 Handymax tankers) with an average age of 10.1 years. The Company has reached agreements to three MR product tankers, which are expected to close in the second quarter of 2026. The Company has also reached agreements for four MR new
buildings that are currently under construction with deliveries expected in 2026 and 2027, four LR2 new buildings with deliveries expected in 2027 and 2029 and two VLCC new buildings with deliveries expected in the second half of 2028. Additional
information about the Company is available at the Company’s website www.scorpiotankers.com, which is not a part of this press release.
Forward-Looking Statements
Matters discussed in this press release may constitute forward‐looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections
for forward‐looking statements in order to encourage companies to provide prospective information about their business. Forward‐looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions identify
forward‐looking statements.
The forward‐looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these
expectations, beliefs or projections. The Company undertakes no obligation, and specifically declines any obligation, except as required by law, to publicly update or revise any forward‐looking statements, whether as a result of new information,
future events or otherwise.
In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the
forward‐looking statements include unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, expansion and growth of the Company’s
operations, risks relating to the integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized within expected
timeframes or at all, the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in
demand for tanker vessel capacity, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, charter counterparty
performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, the impact of the current and future sanctions that may
impact the transportation of petroleum products, potential liability from pending or future litigation, general domestic and international political conditions, which have and may continue to disrupt certain global shipping routes, vessel breakdowns
and instances of off‐hires, and other factors. Please see the Company’s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.
Contact Information
Scorpio Tankers Inc.
James Doyle - Head of Corporate Development & Investor Relations
Tel: +1 203-900-0559
Email: investor.relations@scorpiotankers.com
FAQ
What did Scorpio Tankers Inc. (STNG) announce in this Form 6-K?
Scorpio Tankers completed a private offering of $375 million of 1.75% Convertible Senior Notes due 2031. It received about $363.3 million in net proceeds and used roughly $100 million to repurchase approximately 1.34 million common shares, with remaining funds for general corporate purposes.
What are the key terms of Scorpio Tankers’ 1.75% convertible notes due 2031?
The notes are senior, unsecured obligations maturing April 15, 2031, with 1.75% annual interest paid semi-annually. They are convertible into cash, common stock, or both at the company’s election and carry an initial conversion rate of 9.9615 shares per $1,000 principal amount, subject to customary adjustments.
At what price can Scorpio Tankers’ new convertible notes initially convert into common stock?
The initial conversion rate of 9.9615 shares per $1,000 principal amount equates to a conversion price of about $100.39 per share. This represents an approximately 35% premium to the last reported $74.36 New York Stock Exchange share price on April 7, 2026, the pricing date for the offering.
How will Scorpio Tankers use the proceeds from the $375 million convertible notes offering?
Net proceeds were approximately $363.3 million after fees and expenses. Scorpio Tankers used about $100 million to repurchase roughly 1.34 million common shares at $74.36 per share in privately negotiated transactions and plans to use the remaining proceeds for general corporate purposes.
When can Scorpio Tankers redeem or investors convert the 2031 convertible notes?
Prior to January 15, 2031, holders may convert notes only under specified circumstances and periods. From January 15, 2031 until shortly before maturity, notes are freely convertible. The company can redeem the notes for cash from April 20, 2029 if price and other conditions, including a 130% stock price test, are met.
Are Scorpio Tankers’ 1.75% convertible notes registered with the SEC?
The notes were sold in a private offering under Section 4(a)(2) and Rule 144A exemptions and are not registered under the Securities Act. Any common shares issued upon conversion are expected to rely on Section 3(a)(9) exemptions, since no commission or other remuneration is anticipated on such conversions.