International Seaways, Inc. completed the exchange of Bruton Limited shares for its own common stock on October 20 and 21, 2026, issuing securities that were not registered with the Securities and Exchange Commission. The transaction resolved a previously announced deal between the tanker operator and a group of shareholders holding Norwegian depositary receipts.
The company disclosed in a Form 8-K filed with the SEC that the participating shareholders exchanged their interests in Bruton Common Shares for an aggregate of 1,624,036 shares of International Seaways common stock. These Bruton shareholders collectively held approximately 50.5% of Bruton's outstanding common shares, which carry a par value of $0.10 per share. The new International Seaways shares have no par value.
The issuance of the 1,624,036 Parent Common Stock shares was not registered under the Securities Act of 1933. International Seaways relied on the exemption provided by Section 4(a)(2) of the Act for these unregistered sales. The company stated that this exemption was supported by the character of the transactions and the commitments provided by the participating shareholders in the Exchange Agreements.
The exchange transactions were contemplated by Exchange and Support Agreements entered into with certain Bruton Limited shareholders. A form of the Exchange and Support Agreement is dated October 16, 2026, and was incorporated by reference from a previous filing. The current report notes that the description of the exchange terms is qualified in its entirety by reference to the full text of these agreements.
James D. Small III, Chief Administrative Officer, Senior Vice President, Secretary and General Counsel at International Seaways, Inc., signed the report on October 21, 2026. The company is headquartered at 600 Third Avenue, New York, and is incorporated in the Marshall Islands. Its common stock trades on the New York Stock Exchange under the symbol INSW.