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Form 8-K

sec.gov

8-K — International Seaways, Inc.

Accession: 0001104659-26-073576

Filed: 2026-06-12

Period: 2026-06-08

CIK: 0001679049

SIC: 4400 (WATER TRANSPORTATION)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2617854d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2617854d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2617854d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2617854d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2617854d1_ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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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

June 8, 2026

(June 12, 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 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 8, 2026, International Seaways, Inc. (“INSW”

or the “Company”) held its Annual Meeting of Stockholders for 2026 (the “Annual Meeting”).

There were 49,504,696 shares of the Company’s Common Stock outstanding on the record date for the Annual Meeting that were entitled

to vote at such meeting, of which 44,769,310 shares were represented at the meeting by holders present in person or by proxy (constituting

90.43% of the shares outstanding and entitled to vote).

At the Annual Meeting, stockholders (1) elected nine directors; (2)

ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2026;

(3) approved, in an advisory vote, the compensation of the Company’s named executive officers (“NEOs”) for 2025

as described in the Compensation Discussion and Analysis (“CD&A”) section and in the accompanying compensation

tables and narrative in the Company’s proxy statement in respect of the Annual Meeting (the “Proxy Statement”);

and (4) ratified the Second Amended and Restated Rights Agreement dated as of April 9, 2026 between the Company and Computershare Trust

Company, N.A., as Rights Agent.

A replay of the Annual Meeting is available at www.virtualshareholdermeeting.com/INSW2026,

and can also be accessed via the Company’s website.

All of the nominees for director were duly elected to serve, subject

to the Company’s by-laws, as directors of the Company until the next annual meeting and until election and qualification of their

successors. The tabulation of the votes cast for each nominee for director was as follows:

NAME OF NOMINEE FOR DIRECTOR

VOTED FOR

WITHHELD

AUTHORITY TO

VOTE

Darron M. Anderson

41,646,243

91,433

Timothy J. Bernlohr

41,524,751

212,925

Ian T. Blackley

41,142,013

595,663

A. Kate Blankenship

41,644,823

92,853

Randee E. Day

41,572,696

164,980

David I. Greenberg

41,580,678

156,998

Kristian K. Johansen

39,511,902

2,225,774

Craig H. Stevenson, Jr.

41,661,563

76,113

Lois K. Zabrocky

41,665,149

72,527

Re-election required that the nominee receive a majority of the votes

cast for his or her election. There were 3,031,634 broker non-votes in respect of the election of directors.

The resolution to ratify the appointment of Ernst & Young LLP (“EY”)

as the Company’s independent registered public accounting firm for 2026 was ratified by a vote of 44,668,718 shares of Common Stock

in favor and 80,452 shares of Common Stock against. In addition, 20,140 shares of Common Stock abstained. There were no broker non-votes

of Common Stock in respect of the ratification of the appointment of EY.

The resolution

to approve, in an advisory vote, the compensation of the NEOs for 2025 as described in the CD&A section and in the accompanying compensation

tables and narrative in the Proxy Statement was approved by a vote of 41,218,025 shares of Common Stock in favor, 476,858 shares of Common

Stock against and 42,793 shares of Common Stock abstained. There were 3,031,634 broker non-votes in respect of the advisory vote

relating to NEO compensation.

The resolution to ratify the Second Amended and Restated Rights Agreement

dated as of April 9, 2026 between the Company and Computershare Trust Company, N.A., as Rights Agent, was approved by a vote of 27,238,846

shares of Company Stock in favor, 14,456,177 shares of Common Stock against and 42,653 shares of Common Stock abstained. There were 3,031,634

broker non-votes in respect of this resolution.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

and Directors

On June 8, 2026, the Company’s Board of

Directors (the “Board”) of approved and ratified certain actions concerning the compensation of the Company’s

President and Chief Executive Officer (Ms. Lois Zabrocky); its Senior Vice President and Chief Financial Officer (Mr. Jeffrey Pribor);

its Senior Vice President, Chief Administrative Officer, Secretary and General Counsel (Mr. James D. Small); its Senior Vice President

and Chief Commercial Officer (Mr. Derek Solon); its Senior Vice President and Chief Technical and Sustainability Officer (Mr. William

Nugent); and its Vice President and Controller (Mr. Adewale Oshodi), in each case as described below.

The Board approved entry by the Company into agreements

to implement annual base salary increases for each of Ms. Zabrocky, Mr. Pribor, Mr. Small and Mr. Oshodi, the forms of which are filed

as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively. As a result of these increases, Ms. Zabrocky receives an annual base salary of $850,000;

Mr. Pribor receives an annual base salary of $675,000; Mr. Small receives an annual base salary of $600,000; and Mr. Oshodi receives an

annual base salary of $333,000. In addition, the Board approved increases to the annual base salaries of each of Mr. Solon and Mr. Nugent

to $500,000. All such salary increases are retroactive with effect from January 1, 2026.

The Board also approved, for 2026, increases to

Ms. Zabrocky’s annual equity target opportunity to 400% of her base salary; to Mr. Pribor’s annual equity target opportunity

to 200% of his base salary; to Mr. Small’s annual equity target opportunity to 150% of his base salary; to Messrs. Solon and Nugent’s

annual equity target opportunity to 175% of each of their base salary; and to retaining Mr. Oshodi’s annual equity target opportunity

at 75% of his base salary. Future equity grants, if any, will be made by the Board or its Human Resources and Compensation Committee (the

“Committee”) pursuant to the terms of the Company’s equity plans after consideration of various factors

deemed relevant by them, and any future increase or decrease in such annual equity target opportunities are subject in each case to decisions

of the Board or the Committee.

All other material terms of such persons’

employment remain unchanged.

In addition, on June 8, 2026, the Board

ratified a prior approval of the Committee to increase the annual cash compensation payable to the Chair of the Board to $190,000

per annum, retroactive with effect from March 10, 2026. On June 8, 2026, the Board also provided for equity compensation for

non-employee directors in the form of restricted stock grants expected to vest in June 2027, of $235,000 for the non-Executive

Chairman of the Board and of $150,000 for each other non-employee director.

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

Form

of Amendment No. 10 to Ms. Zabrocky Employment Agreement.

10.2

Form

of Amendment No. 8 to Mr. Pribor Employment Agreement.

10.3

Form

of Amendment No. 9 to Mr. Small Employment Agreement.

10.4

Form

of Amendment No. 10 to Mr. Oshodi Employment Agreement.

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:  June 12, 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

Form

of Amendment No. 10 to Ms. Zabrocky Employment Agreement.

10.2

Form

of Amendment No. 8 to Mr. Pribor Employment Agreement.

10.3

Form

of Amendment No. 9 to Mr. Small Employment Agreement.

10.4

Form

of Amendment No. 10 to Mr. Oshodi Employment Agreement.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2617854d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

FORM OF Amendment No. 10 to Lois K. Zabrocky’s

Employment Agreement

This Amendment No. 10 (the “Amendment”),

dated as of June 8, 2026 (the “Effective Date”), is between International Seaways, Inc. (the “Company”)

and Lois K. Zabrocky (the “Executive”).

WHEREAS,

Overseas Shipholding Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated September

29, 2014 and as amended as of March 30, 2016; August 3, 2016; and November 7, 2016, which was assumed by the Company and subsequently

further amended as of April 4, 2018; April 5, 2019; April 2, 2020; April 7, 2022; March 8, 2023; and March 14, 2024 (the “Employment

Agreement”).

WHEREAS,

the Employment Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the

“Assignment”).

WHEREAS,

pursuant to Section 13(g) of the Employment Agreement, following the Assignment, references to “the Company” in the Employment

Agreement constitute a reference to the Company (rather than to OSG).

WHEREAS,

the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW,

THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the

parties agree as follows:

1. Section 3(a) is hereby amended by replacing “$800,000” with “$850,000”.

2. Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall be

binding on the Company in the same manner and to the same extent as on OSG if no assignment to the Company had taken place.

3. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but

all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

have executed this Amendment to the Employment Agreement as of the date first written above.

Lois K. Zabrocky

International Seaways, Inc.

Name:

Title:

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2617854d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

FORM OF Amendment No. 8 to Jeffrey D. Pribor’s

Employment Agreement

This Amendment No. 8 (the “Amendment”),

dated as of June 8, 2026 (the “Effective Date”), is between International Seaways, Inc. (the “Company”)

and Jeffrey D. Pribor (the “Executive”).

WHEREAS,

the Company and the Executive previously entered into an employment agreement, dated November 9, 2016, as amended as of April 5, 2019;

April 2, 2020; March 16, 2021; April 7, 2022; March 8, 2023; March 14, 2024; and March 12, 2025 (the “Employment Agreement”).

WHEREAS,

the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW,

THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the

parties agree as follows:

1. Section 3(a) is hereby amended by replacing “$625,000” with “$675,000”.

2. Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall be

binding on the Company.

3. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but

all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

have executed this Amendment to the Employment Agreement as of the date first written above.

Jeffrey D. Pribor

International Seaways, Inc.

Name:

Title:

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2617854d1_ex10-3.htm · Sequence: 4

Exhibit 10.3

FORM OF Amendment No. 9 to James D. Small’s

Employment Agreement

This Amendment No. 9 (the “Amendment”),

dated as of June 8, 2026 (the “Effective Date”), is between International Seaways, Inc. (the “Company”)

and James D. Small (the “Executive”).

WHEREAS, Overseas Shipholding

Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated February 13, 2015, and

as amended as of March 30, 2016; August 3, 2016; November 7, 2016; April 2, 2020; April 7, 2022; March 8, 2023; March 14, 2024; and March

12, 2025 which was assumed by the Company (the “Employment Agreement”).

WHEREAS, the Employment

Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the “Assignment”).

WHEREAS, pursuant to

Section 13(g) of the Employment Agreement, following the Assignment, references to “the Company” in the Employment Agreement

constitute a reference to the Company (rather than to OSG).

WHEREAS, the Company

and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW, THEREFORE, in consideration

of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Section 3(a) is hereby amended by replacing “$565,000” with “$600,000”.

2. Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall be

binding on the Company in the same manner and to the same extent as on OSG if no assignment to the Company had taken place.

3. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but

all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

have executed this Amendment to the Employment Agreement as of the date first written above.

James D. Small III

International Seaways, Inc.

Name:

Title:

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2617854d1_ex10-4.htm · Sequence: 5

Exhibit 10.4

FORM OF Amendment No. 10 to Wale Oshodi’s

Employment Agreement

This Amendment No. 10 (the “Amendment”),

dated as of June 8, 2026 (the “Effective Date”), is between International Seaways, Inc. (the “Company”)

and Adewale O. Oshodi (the “Executive”).

WHEREAS, Overseas Shipholding

Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated September 29, 2014 and

as amended as of March 2, 2015, which was assumed by the Company and subsequently further amended as of November 7, 2017; April 5, 2019;

April 2, 2020; March 16, 2021; April 7, 2022; March 8, 2023; March 14, 2024; and March 12, 2025 (the “Employment Agreement”).

WHEREAS, the Employment

Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the “Assignment”).

WHEREAS, pursuant to

Section 13(g) of the Employment Agreement, following the Assignment, references to “the Company” in the Employment Agreement

constitute a reference to the Company (rather than to OSG).

WHEREAS, the Company

and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

NOW, THEREFORE, in consideration

of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Section 3(a) is hereby amended by replacing “$321,740” with “$333,000”.

2. Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall be

binding on the Company in the same manner and to the same extent as on OSG if no assignment to the Company had taken place.

3. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but

all of which shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

have executed this Amendment to the Employment Agreement as of the date first written above.

Adewale O. Oshodi

International Seaways, Inc.

Name:

Title:

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Name of the Exchange on which a security is registered.

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