Private Placement (Form 8-K)

On November 2, 2026, International Seaways, Inc. ("Parent") completed the acquisition of Bruton Limited, an exempted company limited by shares incorporated under the laws of Bermuda ("Bruton"), pursuant to the Transaction Agreement, dated as of October 16, 2026 (the "Transaction Agreement"), by and among Parent, Bravo Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and indirect wholly owned subsidiary of Parent ("Merger Sub"), and Bruton. Pursuant to the terms of the Transaction Agreement, the Company acquired Bruton through the merger of Merger Sub with and into Bruton, with Bruton surviving the merger as an indirect wholly owned subsidiary of Parent (the "Merger").

As a result of the Merger, among other things, (i) each of Bruton's outstanding common shares, $0.10 par value per share (the "Bruton Common Shares"), held by a holder of more than 10,000 Bruton Common Shares (other than certain excluded shares) was converted into the right to receive 0.05190 shares of Parent common stock, no par value per share (the "Parent Common Stock," and such exchange ratio the "Per Share Stock Consideration"), and cash in lieu of any fractional shares of Parent Common Stock, and (ii) each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of 10,000 or fewer Bruton Common Shares received cash consideration of $6.3044 per share.

In connection with the closing of the Merger on November 2, 2026, approximately 1.1 million shares of Parent Common Stock are issuable, in the aggregate, as Per Share Stock Consideration pursuant to the Merger (with the final number of shares to be determined following completion of the settlement process). The shares of Parent Common Stock issued as the Per Share Stock Consideration pursuant to the Merger will be issued in reliance upon the exemption from registration provided by Rule 802 under the Securities Act of 1933, as amended (the "Securities Act"), based in part on a determination that fewer than 10% of the Bruton Common Shares were held by U.S. holders for purposes of Rule 802, determined in accordance with Rule 802.

The foregoing description of the terms of the Transaction Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.