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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
September 9, 2025
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/A true | New York Stock Exchange |
Section 8 – Other Events
| Item 8.01 | Other Events. |
On September 9, 2025, International Seaways, Inc. (the “Company”) announced the pricing of its offering of $250.0 million aggregate principal amount of senior unsecured bonds, due to mature in September 2030 (the “2030 Bonds”). The 2030 Bonds will bear interest at a rate of 7.125% per year, and are expected to be issued on September 23, 2025. The 2030 Bonds will be issued at par.
The Company expects to use the net proceeds from this offering to finance the repurchase of six VLCCs pursuant to the terms of an existing lease financing arrangement (for which the Company has tendered irrevocable notice of its intention to exercise purchase options in November 2025) and for general corporate purposes.
A copy of the press release issued by the Company on September 9, 2025 announcing the pricing of the offering is attached hereto as Exhibit 99.1.
The 2030 Bonds were offered outside the United States in reliance on Regulation S under the Securities Act of 1933 (the “Securities Act”) and in the United States and its territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act. The 2030 Bonds have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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 exhibit is furnished with this Form 8-K.
| Exhibit No. | Description |
| 99.1 | Press Release dated September 9, 2025. |
| 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: September 9, 2025 | By | /s/ James D. Small III | |
| Name: | James D. Small III | ||
| Title: | Chief Administrative Officer, Senior Vice President, Secretary and General Counsel | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 9, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
 |
Press Release |
INTERNATIONAL SEAWAYS, INC. ANNOUNCES SUCCESSFUL
PLACEMENT OF 5-YEAR SENIOR UNSECURED BONDS
New York, NY – September 9, 2025 – International Seaways, Inc. (NYSE: INSW), announces today that it has successfully placed $250 million of new senior unsecured bonds in the Nordic bond market. The new bonds are due to mature in September 2030 and will pay a fixed coupon of 7.125% per annum, payable semi-annually in arrears. An application will be made for the bonds to be listed on the Oslo Stock Exchange.
The net proceeds from the bond issue are intended to be used for the refinancing of the Ocean Yield sale-and-leaseback agreement and for general corporate purposes.
DNB Carnegie, Nordea Bank Abp, filial i Norge, Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) Oslofilialen ("SEB") acted as Joint Bookrunners and Credit Agricole Corporate and Investment Bank, Clarksons Securities AS and Fearnleys Securities AS acted as passive Joint Lead Managers in the bond issue.
The senior unsecured bonds are being sold in the United States or its territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act of 1933, as amended (the “U.S. Securities Act”). The bonds have not been registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of International Seaways, Inc., nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
ABOUT INTERNATIONAL SEAWAYS, INC.
International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. International Seaways owns and operates a fleet of 77 vessels on a fully delivered basis, including 12 VLCCs, 13 Suezmaxes, five Aframaxes/LR2s, 11 LR1s (including six newbuildings), and 36 MR tankers. International Seaways has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. International Seaways is headquartered in New York City, NY. Additional information is available at https://www.intlseas.com.
Forward-Looking Statements
This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (the “SEC”), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to plans to issue dividends, the Company’s prospects, including statements regarding vessel acquisitions and disposals, expected synergies, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2024 for the Company, the Form 10-Q for the first quarter and second quarters of 2025, and in similar sections of other filings made by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.
Investor Relations & Media Contact:
Tom Trovato, International Seaways, Inc.
(212) 578-1602
ttrovato@intlseas.com