0001104659-26-041552
SEC filingInternational Seaways, Inc. amended and restated its shareholder rights plan, extending the expiration to April 8, 2029 and raising the purchase price to $95 per share to protect against control accumulations without premium.
The Second Amended and Restated Rights Agreement updates the prior plan originally adopted in 2022 in response to Famatown Finance Limited and affiliates accumulating approximately 16.2% of common stock, now at 15.8%. By extending the term three years and doubling the purchase price, the Board strengthens defenses against open-market accumulations exceeding the 20% threshold without a control premium. Rights remain attached to common stock certificates until a distribution event, entitling holders (excluding Acquiring Persons) to purchase shares at the adjusted price upon triggers like stock acquisition or certain mergers. Exceptions for qualifying offers—fully financed tenders or exchanges open for 90 business days—allow bona fide bids while enabling stockholder votes to exempt them if the Board does not act promptly. This preserves Board flexibility pre-trigger while promoting equal treatment, with ratification planned for the 2026 annual meeting.