Form 8-K
8-K — International Seaways, Inc.
Accession: 0001104659-26-037866
Filed: 2026-03-31
Period: 2026-03-27
CIK: 0001679049
SIC: 4400 (WATER TRANSPORTATION)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
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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
March 31, 2026 (March 27, 2026)
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 1
– Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On
March 27, 2026, an indirect wholly-owned subsidiary of International Seaways, Inc. (the
“Company”) entered into a joinder agreement (the “Agreement”) to that certain
Credit Agreement dated as of May 22, 2022 (as amended by the First Amendment to the Credit Agreement, dated as of
March 10, 2023, the Second Amendment to the Credit Agreement, dated as of April 26, 2024, the Third Amendment to the
Credit Agreement, dated as of October 7, 2025, and as further amended and/or restated, the “$500 Million
RCF”) among the Company, International Seaways Operating Corporation Ltd. (the
“Borrower”), the subsidiary guarantors, Nordea Bank Abp, New York Branch (as administrative agent,
collateral agent, security trustee and a lender) and the other lenders thereunder. Pursuant to the Agreement, that subsidiary agreed
to be bound as a subsidiary guarantor under the $500 Million RCF and related loan documents and also agreed to pledge as collateral
a VLCC tanker owned by it. That vessel comprises a Substitution Vessel (as defined in the Credit Agreement) replacing assets
previously sold or otherwise released from the facility collateral pool.
The
description of the Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text thereof, a copy of
which is filed as an exhibit to this Current Report on Form 8-K and which is 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 exhibit is furnished with this Form 8-K.
Exhibit No.
Description
10.1
Joinder Agreement dated March 27, 2026 by Hendricks Tanker Company LLC to the $500 Million RCF among the Registrant, the Borrower, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and as collateral agent and security trustee for the Secured Parties.
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: March 31, 2026
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
10.1
Joinder Agreement dated March 27, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
EX-10.1 — EXHIBIT 10.1
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EXHIBIT 10.1
JOINDER AGREEMENT
International Seaways, Inc.
International Seaways
Operating Corporation Ltd.
600 Third Avenue,
39th Floor
New York, NY 10016
March 27, 2026
Ladies and Gentlemen:
Reference
is made to that certain Credit Agreement, dated as of May 20, 2022 (as amended by the First Amendment to Credit Agreement, dated
as of March 10, 2023, the Second Amendment to Credit Agreement, dated as of April 26, 2024, the Third Amendment to Credit Agreement,
dated as of October 7, 2025 and as further amended, restated, amended and restated, supplemented and/or otherwise modified from
time to time, the “Credit Agreement”), among International Seaways, Inc., a Marshall Island corporation (“Holdings”), International
Seaways Operating Corporation Ltd., a Bermuda exempted limited company (f/k/a International Seaways Operating Corporation, a Marshall
Islands corporation) (the “Borrower”), the other Guarantors from time to time party thereto, the Lenders from time
to time party thereto and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent and Security Trustee. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
This
joinder agreement (this “Joinder Agreement”) supplements the Credit Agreement and is delivered by the undersigned
(the “Joining Party”), pursuant to Section 5.15 of the Credit Agreement.
The
Joining Party hereby agrees that upon the execution hereof to be bound as a Subsidiary Guarantor by all of the terms, covenants, obligations,
liabilities and conditions set forth in the Credit Agreement and the other Loan Documents to the same extent that it would have been
bound if it had been a signatory to the Credit Agreement and the other Loan Documents on the execution date or dates of the Credit Agreement
and such other Loan Documents. Without limiting the generality of the foregoing, and in furtherance thereof, the Joining Party, jointly
and severally, hereby guarantees, as a primary obligor and not a surety, to each Secured Party and their respective successors and assigns,
the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration
or otherwise) of the Guaranteed Obligations. The Joining Party hereby represents and warrants that the representations and warranties
set forth in Article III of the Credit Agreement and each of the other Loan Documents and applicable to the undersigned are true
and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by
materiality or Material Adverse Effect) on and as of the date hereof with the same effect as though made on and as of this date, except
to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties
shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties
qualified by materiality or Material Adverse Effect) on and as of such earlier date).
Schedule
A, Collateral Vessels and Schedule B, Subsidiary Guarantors, attached hereto supplement Schedule 1.01(a), Part 2 and
Schedule 1.01(h), respectively, of the Credit Agreement and shall be deemed a part thereof for all purposes of the Credit Agreement.
The Joining Party hereby certifies, as of the date first written above, that the schedules attached hereto are complete and accurate
and include all of the information required to be scheduled for them pursuant to the Credit Agreement.
This
Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, all of which shall together constitute one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Joinder Agreement shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.
This
Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except
that the Joining Party may not assign or otherwise transfer any of its respective rights or obligations hereunder, except as permitted
by the Credit Agreement and any other Loan Documents.
THIS
JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON,
ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The
provisions of Sections 11.06, 11.07, 11.09(b), 11.09(c), 11.09(d), 11.10 and 11.12 of
the Credit Agreement are incorporated herein by reference, mutatis mutandis.
From
and after the execution and delivery hereof by the parties hereto, this Joinder Agreement shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents.
[Remainder of
this page intentionally left blank]
2
IN
WITNESS WHEREOF, the Joining Party has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of
the date first above written.
HENDRICKS TANKER COMPANY LLC
By: /s/
James D. Small III
Name: James D. Small III
Title: Vice President and Assistant
Secretary
[Signature Page to
Joinder Agreement to INSW $750M Credit Agreement]
AGREED TO AND ACCEPTED:
NORDEA BANK ABP, NEW YORK BRANCH,
as Administrative Agent and Collateral Agent
By: /s/
Erik Havnvik
Name: Erik Havnvik
Title: Managing Director
By: /s/
Anna Cecilie Ribe
Name: Anna Cecilie Ribe
Title: Associate
[Signature Page to
Joinder Agreement to INSW $750M Credit Agreement]
Schedules
to the Joinder Agreement
Table of Contents
Schedule A — Collateral
Vessels
Schedule B — Subsidiary
Guarantors
Schedule A -
Collateral Vessels
Vessel
Documented
Owner
Official
Number
Flag
IMO
Number
Built
Date
(yyyy)
1.
Seaways
Hendricks
Hendricks
Tanker Company LLC
6446
Marshall
Islands
9727015
2016
Schedule B -
Subsidiary Guarantors
1.
Hendricks
Tanker Company LLC
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