International Seaways Inc美股招股说明书(2026-05-11版)

Up to $200,000,000 maximum aggregate offering priceofCommon Shares International Seaways,Inc. We have entered into an Equity Distribution Agreement (the “Distribution Agreement”) with BTIG, LLC, B. Riley Securities, Inc.,Clarksons Securities,Inc., and Fearnley Securities,Inc., as our sales agents (the “sales agents”), relating to the common shares ofInternational Seaways,Inc. offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms ofthe Distribution Agreement, we may offer and sell common shares having an aggregate offering price of up to $200,000,000 from timeto time through the sales agents. Sales of shares of our common stock (the “common shares”), if any, under this prospectus supplementand the accompanying prospectus may be made in negotiated transactions, which may include block trades, or transactions that aredeemed to be “at the market offerings” as defined in Rule415(a)(4)under the Securities Act of 1933, as amended (the “SecuritiesAct”), including sales made directly on the New York Stock Exchange (“NYSE”) or sales made to or through a market maker other thanon an exchange or as otherwise agreed upon by the sales agents and us. We also may sell some or all of the shares in this offering to asales agent as principal for its own account at a price per share agreed upon at the time of sale. If we sell shares of our common stockto a sales agent as principal, we will enter into a separate agreement with such sales agent setting forth the terms of such transaction,and, to the extent required by applicable law, we will describe this agreement in a separate prospectus supplement or pricingsupplement. Each sales agent will receive from us a commission of up to 3.0% of the gross sales price of all common shares sold through it as salesagent under the Distribution Agreement. In connection with the sale of common stock, each of the sales agents may be deemed an“underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents may be deemed to beunderwriting commission. The sales agents are not required to sell any specific number or dollar amount of our common shares but will use their commerciallyreasonable efforts, as our agents and subject to the terms of the Distribution Agreement, to sell the common shares offered, asinstructed by us. Our common shares are listed on the NYSE under the symbol “INSW.” The last reported sale price of our common shares on theNYSE on May8, 2026 was $91.62 per share. Investing in our common shares involves risks. You should carefully consider each of the factors described or referred to under“Risk Factors” beginning on pageS-7 of this prospectus supplement, page6 of the accompanying prospectus and in thedocuments incorporated by reference into this prospectus supplement and accompanying prospectus before you make aninvestment in our common shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Anyrepresentation to the contrary is a criminal offense. Fearnley Securities May11, 2026 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-6RISK FACTORSS-7USE OF PROCEEDSS-11U.S. FEDERAL INCOME TAX CONSEQUENCESS-12NON-UNITED STATES TAX CONSIDERATIONSS-16PLAN OF DISTRIBUTIONS-17LEGAL MATTERSS-19EXPERTSS-19WHERE YOU CAN FIND MORE INFORMATIONS-19INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-20 Base Prospectus ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF PREFERRED STOCK15DESCRIPTION OF COMMON STOCK18DESCRIPTION OF WARRANTS23DESCRIPTION OF UNITS24PLAN OF DISTRIBUTION25LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND MORE INFORMATION27INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. Thesecond part is the accompanying base prospectus, which gives more general information, some of which may not apply to thisoffering. Generally, when we refer to the “prospectus,” we are referring to both parts combined. This prospectus supplement and the accompanying prospectus are part of a registration statement on FormS-3 that we filed with theSecurities and Exchange Commission (the “SEC”), using an automatic shelf registration process. This prospectus supplement containsspecific information about us and the terms on which we are offering and selling our common stock. To the extent that any statementmade in this prospectus supplement is inconsistent with statements made in the prospectus, the statements made in the prospectus willbe