UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 31, 2026 (
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
Commission File Number
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code (
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 |
| N/A |
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. |
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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. | |
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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.
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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 |