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Close of Nov 06, 2026 · end-of-day data
INSW 8-K filings, explained
Every material Form 8-K International Seaways has filed with the SEC since March 26, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
International Seaways reported third quarter 2026 net income of $344 million, or $6.90 per diluted share, up from $71 million, or $1.42 per share, a year earlier; the filing says the result included a $53 million gain on a vessel sale. The Board also declared a $5.05 per share dividend and raised its share repurchase program to $100 million, which bears directly on shareholder returns.
Net income of $344 million ($6.90 per diluted share) vs. $71 million ($1.42) in Q3 2025, including a $53 million gain on vessel sale
Adjusted net income of $291 million, or $5.84 per diluted share; adjusted EBITDA of $345 million
Declared dividend of $5.05 per share, payable December 23, 2026, to holders of record on December 9, 2026
Share repurchase program increased to $100 million and extended from end of 2026 to end of 2028
On October 19, 2026, a subsidiary of International Seaways agreed to become a subsidiary guarantor under its $500 Million revolving credit facility and to pledge one VLCC tanker as collateral. The tanker is a substitution vessel that replaces a collateral vessel sold in the third quarter of 2026. The filing describes a change to existing loan security rather than new borrowing, and it gives no financial results or amounts.
Joinder agreement dated October 19, 2026, under the Credit Agreement dated May 20, 2022, as amended through October 7, 2025
Subsidiary agreed to be bound as subsidiary guarantor and to pledge one VLCC tanker as collateral
The tanker replaces a collateral vessel sold and announced in the third quarter of 2026
Nordea Bank Abp, New York Branch, serves as administrative agent and collateral agent
International Seaways agreed to acquire Bruton Limited, a Bermuda tanker company valued at about $370 million, through a share exchange with holders of about 50.5% of Bruton's shares and a later merger. The same release gave preliminary third-quarter 2026 results, with shipping revenues of $480-$490 million and net income of $340-$350 million, including a gain of about $50 million on a vessel sale, while blended spot earnings fell from the second quarter but rose from a year earlier. Shareholders should note that the Bruton merger is subject to a Bruton shareholder vote and that the share issuance will dilute existing holders.
Bruton is valued at about $370 million; holders of about 50.5% of its shares will exchange them for 0.05190 Seaways shares each, with that exchange expected to close on or about October 20, 2026.
Bruton holders of 10,000 or fewer shares will receive $6.3044 cash per share; the merger is expected to close after Bruton's special meeting on or about October 30, 2026, and either party may terminate if it has not closed by November 15, 2
Preliminary Q3 2026: shipping revenues of about $480-$490 million, net income of about $340-$350 million including a gain of about $50 million on a 2012-built Suezmax sale, and total liquidity of about $965 million.
Seaways expects to issue about 3.12 million shares, about 96% of the total consideration; blended spot earnings were about $68,000 per day in Q3 versus $79,000 in Q2 2026 and $29,000 in Q3 2025.
International Seaways reported second quarter 2026 net income of $295 million, or $5.91 per diluted share, up from $62 million, or $1.25 per share, a year earlier. The Board also declared a $5.05 per share quarterly dividend, which the company describes as its largest ever, payable September 24, 2026, to holders of record on September 10, 2026.
Net income of $295 million, or $5.91 per diluted share, versus $62 million, or $1.25, in Q2 2025.
Shipping revenues of $467 million versus $196 million; adjusted EBITDA of $345 million versus $102 million.
Quarterly dividend of $5.05 per share declared August 7, 2026; record date September 10 and payment date September 24, 2026.
Free cash flow of $261 million in the quarter; total liquidity of approximately $935 million as of June 30, 2026.
At its June 8, 2026 annual meeting, International Seaways stockholders elected all nine director nominees, ratified Ernst & Young LLP as auditor for 2026, and approved the 2025 executive pay in an advisory vote. Stockholders also ratified the Second Amended and Restated Rights Agreement dated April 9, 2026, though it drew 14,456,177 votes against. The board separately raised base salaries and equity targets for several executives, including CEO Lois Zabrocky, and increased director pay.
Holders of 44,769,310 shares, or 90.43% of the 49,504,696 shares outstanding and entitled to vote, were represented at the June 8, 2026 meeting.
Kristian K. Johansen received 39,511,902 votes for and 2,225,774 withheld, the lowest for-vote of the nine nominees.
Rights agreement ratification: 27,238,846 for, 14,456,177 against and 42,653 abstentions.
CEO Lois Zabrocky's base salary is now $850,000, with her 2026 annual equity target raised to 400% of salary; increases are retroactive to January 1, 2026.
International Seaways entered into an equity distribution agreement allowing it to sell up to $200 million of common stock through four sales agents over time. The company says it has not sold any shares under the agreement yet, and it replaces a prior $100 million program that was terminated without any sales.
Aggregate gross sales price of up to $200,000,000 in at-the-market offerings
Sales agents are BTIG, B. Riley Securities, Clarksons Securities and Fearnleys Securities; each receives commissions of up to 3.0% of gross sales price
No shares sold as of the filing date; the company may suspend or terminate the agreement at any time
Prior $100,000,000 program with Evercore and Jefferies, dated December 20, 2023, was terminated effective May 11, 2026
International Seaways reported first quarter 2026 net income of $286 million, or $5.75 per diluted share, up from $50 million, or $1.00 per diluted share, a year earlier. The company also declared a combined dividend of $4.55 per share, which it describes as the largest quarterly dividend in its history, payable June 26, 2026.
Net income was $286 million ($5.75 diluted) versus $50 million ($1.00 diluted) in Q1 2025; adjusted net income was $194 million ($3.90 per diluted share).
Total shipping revenues were $325 million versus $183 million; adjusted EBITDA was $244 million versus $91 million.
Combined dividend of $4.55 per share ($4.43 supplemental plus $0.12 regular), payable June 26, 2026, to holders of record on June 12, 2026.
Sold seven vessels for about $216 million net of positioning, commissions and fees, recognizing gains of $88 million in the quarter.
On April 9, 2026, International Seaways amended and restated its shareholder rights agreement, extending the final expiration date from April 10, 2026 to April 8, 2029 and raising the purchase price for each right from $50 to $95 per share. The company says the plan is designed to make it harder for any stockholder or group to gain control through open market accumulation without paying a control premium to all stockholders. The 20% Acquiring Person threshold and the qualifying offer provision are unchanged, and the company expects to seek stockholder ratification at its 2026 annual meeting.
Final expiration date extended from April 10, 2026 to April 8, 2029.
Purchase price increased from $50 to $95 per share.
The 20% beneficial ownership threshold and qualifying offer provision are unchanged; the board approved the change on April 6, 2026.
Famatown Finance Limited and affiliates own about 15.8% of common stock, versus 16.2% in their initial 2022 Schedule 13D filing.
On March 27, 2026, an indirect subsidiary of International Seaways agreed to become a subsidiary guarantor under its $500 million revolving credit facility and to pledge a VLCC tanker as collateral. The vessel replaces assets previously sold or released from the facility's collateral pool. The filing is an administrative amendment to existing debt terms and does not disclose new borrowing amounts.
Agreement dated March 27, 2026, a joinder to the $500 Million RCF dated May 22, 2022
Subsidiary Hendricks Tanker Company LLC agreed to pledge a VLCC tanker as collateral
The tanker is a Substitution Vessel replacing assets previously sold or released from the collateral pool
Nordea Bank Abp, New York Branch is administrative agent, collateral agent and security trustee
International Seaways reported fourth-quarter 2025 net income of $128 million, or $2.56 per diluted share, up from $36 million, or $0.72, a year earlier. For the full year, net income was $309 million, or $6.23 per diluted share, down from $416.7 million, or $8.38, in 2024. The board also declared a combined dividend of $2.15 per share, payable March 30, 2026, to holders of record on March 20, 2026.
Q4 2025 shipping revenues were $268 million, compared with $195 million in Q4 2024; full-year shipping revenues were $843 million, compared with $952 million in 2024.
Q4 2025 adjusted EBITDA was $175 million, compared with $95 million a year earlier; full-year adjusted EBITDA was $475 million, compared with $583 million in 2024.
The combined dividend of $2.15 per share includes a regular quarterly dividend of $0.12 and a supplemental dividend of $2.03, and is payable March 30, 2026.
Total liquidity was $724 million as of December 31, 2025, including total cash of $167 million.
International Seaways reported third quarter 2025 net income of $71 million, or $1.42 per diluted share, down from $92 million, or $1.84 per share, a year earlier, and shipping revenues fell to $196 million from $225 million. The company attributed the decline mainly to lower TCE revenues from weaker spot earnings and fewer revenue days. The board also declared a combined $0.86 per share dividend, which shareholders of record on December 9, 2025 will receive on December 23, 2025.
Net income was $71 million, or $1.42 per diluted share, versus $92 million, or $1.84 per diluted share, in Q3 2024.
Adjusted net income, which excludes gains on vessel sales, was $57 million, or $1.15 per diluted share, versus $1.57 a year earlier.
Shipping revenues were $196 million versus $225 million; Adjusted EBITDA was $108 million versus $130 million.
Declared a combined dividend of $0.86 per share ($0.12 regular and $0.74 supplemental), payable December 23, 2025, to holders of record on December 9, 2025.
International Seaways and subsidiaries amended two credit facilities on October 7, 2025, permitting the Borrower and certain subsidiary guarantors to redomicile from the Marshall Islands or Liberia to Bermuda. The company expects the redomiciliation to finish by the end of the fourth quarter of 2025, and the parent company will remain organized under Marshall Islands law. The company estimates $3 million to $5 million in legal and administrative costs for the move.
Amendments dated October 7, 2025 cover the $500 Million RCF and the $160 Million RCF, with Nordea Bank Abp, New York Branch as agent
Vessel-owning entities and intermediate holding companies are expected to move domicile to Bermuda by end of Q4 2025
Estimated legal and administrative costs of $3 million to $5 million in aggregate
No other material changes to the terms of the Credit Facilities
International Seaways issued $250 million of 7.125% senior unsecured bonds due September 23, 2030, at 100% of face value. The company says it will use the proceeds to repurchase six VLCCs under an existing lease financing arrangement and for general corporate purposes, with purchase options to be exercised in November 2025. The bonds add $250 million of debt and come with financial covenants, including a minimum free liquidity level and a net indebtedness ratio cap.
Issued $250 million of 7.125% senior unsecured bonds on September 23, 2025, at an issue price of 100%
Interest is payable semi-annually on March 23 and September 23, starting March 23, 2026; maturity is September 23, 2030
Proceeds fund repurchase of six VLCCs under an existing lease financing arrangement and general corporate purposes
Covenants require free liquidity of the greater of $50 million and 5% of total indebtedness, and net indebtedness to total capitalization below 0.65 to 1.00
International Seaways and subsidiaries entered into an ECA credit facility with DNB Bank ASA on August 20, 2025, offering a 12-year term loan of up to $239.7 million and a revolving credit facility of up to $91.9 million. The facilities will partly finance six LR1 tanker newbuildings under construction at K Shipbuilding in Korea, and no amounts are currently drawn, with the first vessel expected to deliver later in the third quarter of 2025.
Term loan of up to $239.7 million over 12 years; revolving facility of up to $91.9 million
Portion of term loans insured by Korea Trade Insurance Corporation (K-Sure), up to $239.7 million, repaid in 24 semi-annual instalments
Interest at Term SOFR plus a 1.10% margin on K-SURE tranches and 1.45% on the commercial tranche
Covenants require minimum liquidity of the greater of $50 million and 5% of Consolidated Indebtedness, and a Maximum Leverage Ratio of no more than 0.65 to 1.00
International Seaways reported second quarter 2025 net income of $62 million, or $1.25 per diluted share, down from $145 million, or $2.91 per diluted share, a year earlier. Shipping revenues fell to $196 million from $257 million, and the company's board declared a combined $0.77 per share dividend, which shareholders would receive in September 2025.
Q2 2025 net income was $62 million, or $1.25 per diluted share, versus $145 million, or $2.91, in Q2 2024.
Shipping revenues were $196 million versus $257 million; adjusted EBITDA was $102 million versus $167 million.
On August 5, 2025, the board declared a combined $0.77 per share dividend, payable September 24, 2025 to holders of record on September 10, 2025.
International Seaways reported first quarter 2025 net income of $50 million, or $1.00 per diluted share, down from $144 million, or $2.92, a year earlier, as shipping revenues fell to $183 million from $274 million. Adjusted net income was $40 million, or $0.80 per diluted share, excluding a gain on vessel sales. The board also declared a combined dividend of $0.60 per share, payable June 26, 2025.
Shipping revenues were $183 million versus $274 million a year earlier; TCE revenues were $178 million versus $271 million.
Adjusted EBITDA was $91 million versus $191 million in the first quarter of 2024.
Declared a $0.60 per share dividend ($0.12 regular and $0.48 supplemental), payable June 26, 2025 to holders of record on June 12, 2025.
Total liquidity was $673 million as of March 31, 2025, including $133 million in cash.
On March 21, 2025, two International Seaways subsidiaries signed a joinder agreement to the company's $500 million revolving credit facility, agreeing to act as subsidiary guarantors and to pledge one MR tanker each as collateral. The vessels are substitution vessels that replace a collateral vessel sold earlier in the first quarter of 2025. The filing is a routine collateral update and gives no change to facility size or terms beyond the added guarantors and collateral.
Agreement dated March 21, 2025, between two subsidiaries and the $500 million revolving credit facility
Alpha Seaways MR Tanker Corporation and Delta Seaways MR Tanker Corporation each pledge one MR tanker as collateral
Vessels replace a collateral vessel sold and announced in the first quarter of 2025
Lender group led by Nordea Bank Abp, New York Branch, as administrative agent
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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