Business Context and Reporting Period
Company: International Seaways, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 11, 2026
Principal Executive Offices: New York, New York
Business Context: The Company entered into a new Equity Distribution Agreement to facilitate "at the market" offerings of its Common Stock.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms of a new equity distribution agreement.
Material Changes
- New Distribution Agreement: Entered into an agreement with BTIG, LLC, B. Riley Securities, Inc., Clarksons Securities, Inc., and Fearnleys Securities, Inc. to sell up to $200,000,000 of Common Stock.
- Commission Structure: Sales Agents will receive a commission of up to 3.0% of the gross sales price of shares sold.
- Termination of Prior Agreement: Terminated the previous equity distribution agreement dated December 20, 2023, with Evercore Group L.L.C. and Jefferies LLC (which covered up to $100,000,000).
- Execution Status: As of May 11, 2026, no shares have been sold under the new agreement, and no shares were sold under the terminated prior agreement.
Guidance, Outlook, and Risks
- Management Commentary: The Company has no obligation to sell any shares and may suspend or terminate the Distribution Agreement at any time.
- Legal Contingencies: The Company agreed to indemnify Sales Agents against certain civil liabilities and reimburse legal expenses up to $65,000.
- Regulatory Framework: Sales will be conducted pursuant to a prospectus supplement filed May 11, 2026, and an automatic shelf registration statement (Form S-3) filed December 19, 2025.
Investor Verification Checklist
- Verify the current market price of INSW Common Stock to assess potential dilution from the $200 million offering capacity.
- Review the filed Prospectus Supplement (dated May 11, 2026) for specific terms regarding pricing and timing of sales.
- Confirm the status of the terminated prior agreement to ensure no outstanding obligations remain with Evercore or Jefferies.
- Monitor future 8-K filings for actual sales volumes and proceeds generated under the new Distribution Agreement.