United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~April~~May 310, 2024

Date of Report (Date of earliest event reported)

Overseas Shipholding Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-06479

13-2637623

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Two Harbor Place

302 Knights Run Avenue, Suite 1200

Tampa, Florida 33602

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (813) 209-0600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock (par value $0.01 per share)		OSG		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

OVERSEAS SHIPHOLDING GROUP, INC.

FORM 8-K

CURRENT REPORT

~~Item~~Section 2 ~~5.02~~– ~~Departure~~Financial ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Officers.~~Information

~~(b)~~Item 2.02 Results of Operations and Financial Condition.

OnThe ~~April~~following 3information, ~~2024,~~including ~~Gary~~the ~~Eugene~~Exhibit ~~Taylor~~to this Form 8-K, ais ~~director~~being offurnished ~~Overseas~~pursuant ~~Shipholding~~to ~~Group,~~Item ~~Inc~~2.02 ~~(the~~of ~~“Company”),~~Form ~~advised~~8-K ~~the~~– ~~Company~~Results of ~~his~~Operations ~~intention~~and ~~not~~Financial toCondition. ~~stand~~This ~~for~~information ~~reelection~~is tonot ~~the~~deemed ~~Company’s~~to ~~Board~~be ~~of Directors (the~~ “~~Board~~filed”) atfor the ~~Company’s 2024~~purposes ~~annual~~of ~~meeting~~Section 18 of ~~stockholders (~~the ~~“Annual Meeting”). Consequently, Mr. Taylor will cease being a director effective~~Securities ~~immediately~~Exchange ~~after~~Act ~~the~~of ~~Annual~~1934 ~~Meeting.~~and ~~Mr.~~is ~~Taylor~~not ~~has~~incorporated ~~advised~~by ~~that~~reference ~~his~~into ~~decision~~any toSecurities ~~retire~~Act ~~was not the result~~ of ~~any~~1933 ~~disagreement~~registration ~~with the Company that would require disclosure under Item 5~~statements.~~02(a) of Form 8-K.~~

On May 10, 2024, Overseas Shipholding Group, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing first quarter 2024 earnings.

Section 9 - Financial Statements and Exhibits.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.

Exhibit No.		Description
99.1		Press Release dated May 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OVERSEAS SHIPHOLDING GROUP, INC.
	(Registrant)
Date: April 8, 2024	By	/s/ Susan Allan
Date: May 10, 2024	By	/s/ Richard Trueblood
	Name:	~~Susan~~Richard ~~Allan~~Trueblood
	Title:	Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated May 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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