UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 21, 2026 (
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
Commission File Number
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
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 |
| N/A |
Section 3 - Securities and Trading Markets
| Item 3.02 | Unregistered Sales of Equity Securities. |
On October 20 and 21, 2026, International Seaways, Inc. (“Parent”) and International Seaways Operating Corporation Ltd. completed the previously announced exchange transactions (the “Exchanges”) contemplated by the Exchange and Support Agreements (the “Exchange Agreements”) entered into with certain shareholders of Bruton Limited (“Bruton”), collectively holding Norwegian depositary receipts representing approximately 50.5% of Bruton’s outstanding common shares, $0.10 par value per share (the “Bruton Common Shares”). Pursuant to the Exchanges, the participating shareholders exchanged their interests in such Bruton Common Shares for an aggregate of 1,624,036 shares of Parent common stock, no par value per share (“Parent Common Stock”). The shares of Parent Common Stock issued in the Exchanges were not registered under the Securities Act of 1933, as amended, and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) thereof based in part on the nature of the Exchanges and the representations made by the participating shareholders in the Exchange Agreements.
The foregoing description of the terms of the Exchanges does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreements, a form of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
| 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 | ||
| 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: October 21, 2026 | By | /s/ James D. Small III | |
| Name: | James D. Small III | ||
| Title: | Chief Administrative Officer, Senior Vice President, Secretary and General Counsel | ||