International Seaways Inc.

10/21/2026 | Press release | Distributed by Public on 10/21/2026 14:44

Private Placement (Form 8-K)

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

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