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Form 8-K

sec.gov

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

Documents

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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

EX-10.1

Filename: tm2610627d1_ex10-1.htm · Sequence: 2

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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