International Seaways, Inc.: agrees to merge with Bruton Limited

What happened

• The filing reports that on Oct 16, 2026 International Seaways, Inc. and its subsidiary International Seaways Operating Corporation Ltd. entered into Exchange and Support Agreements with certain shareholders of Bruton Limited to exchange the Bruton common shares underlying NDRs for Parent common stock. Those Exchanging Holders collectively hold NDRs representing approximately 50.5% of Bruton’s outstanding common shares.
• The filing also reports that on Oct 16, 2026 International Seaways, Inc., Bravo Ltd. (merger sub) and Bruton entered into a Transaction Agreement and a Statutory Merger Agreement under Bermuda law, pursuant to which Merger Sub will merge with and into Bruton, with Bruton surviving as an indirect wholly owned subsidiary of Parent.

Key details

• Per share stock consideration: each Bruton common share underlying an NDR will be exchanged for 0.05190 shares of Parent common stock.
• Holders of 10,000 or fewer Bruton common shares (other than certain excluded shares) will receive cash consideration of $6.3044 per share; holders of more than 10,000 shares will receive the stock consideration and cash in lieu of fractional Parent shares.
• The Exchanges are expected to close on or about Oct 20, 2026; Bruton is expected to hold a special general meeting to vote on the Merger on or about Oct 30, 2026; the Transaction Agreement contains a termination right if the Merger is not consummated on or before Nov 15, 2026.
• The Merger is subject to customary closing conditions, including shareholder approval, absence of legal restraints and approval for listing of Parent common stock to be issued on the New York Stock Exchange.

Why it may matter

• This 8-K reports Item 1.01 (entry into material definitive agreements) describing the Exchange and Support Agreements, the Transaction Agreement and the Statutory Merger Agreement that together contemplate the merger of Bruton into Parent’s group. The filing also references Item 3.02 (unregistered sales of equity securities) and Item 7.01 (Regulation FD disclosure). The filing does not show why the insider traded or why the company acted.