Skip to main content

International Seaways, Inc.

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

INSW$96.45-1.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Notes to Consolidated Financial Statements

NOTE 1 — DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION:

Nature of the Business

International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly owned subsidiaries (the “Company” or “INSW,” or “we” or “us” or “our”) are engaged primarily in the ocean transportation of crude oil and petroleum products in international markets. The Marshall Islands is the principal flag of registry of the Company’s vessels. The Company’s business is currently organized intotwo reportable segments: Crude Tankers and Product Carriers. The crude oil fleet is comprised of most major crude oil vessel classes. The products fleet transports refined petroleum product cargoes from refineries to consuming markets characterized by both long and short-haul routes.

As of December 31, 2025, the Company owned or operated a fleet of 70 wholly-owned or lease financed and time chartered-in oceangoing vessels. In addition to its operating fleet, four LR1 newbuilds are scheduled for delivery to the Company by third quarter of 2026, bringing the total operating and newbuild fleet to 74 vessels as of December 31, 2025. The Company’s operating fleet list excludes vessels chartered-in where the duration of the charter was one year or less at inception. Vessels chartered-in may be bareboat charters or time charters. Under either a bareboat charter or time charter, a customer pays a daily or monthly rate for a fixed period of time for use of the vessel. Under a bareboat charter, the customer pays all costs of operating the vessel, including voyage expenses, such as fuel, canal tolls and port charges, and vessel expenses such as crew costs, vessel stores and supplies, lubricating oils, maintenance and repair, insurance and communications associated with operating the vessel. Under a time charter, the customer pays all voyage expenses and the shipowner pays all vessel expenses.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions within the Company have been eliminated. Investments in 50% or less owned affiliated companies, in which the Company exercises significant influence, are accounted for by the equity method.

Risks and Uncertainties

The consolidated financial statements presented herein reflect estimates and assumptions made by management at December 31, 2025. These estimates and assumptions affect, among other things, the Company’s long-lived asset valuations; freight and other income tax contingencies; and the allowance for expected credit losses. Events and changes in circumstances arising after February 26, 2026, including those resulting from the impacts of macroeconomic volatility with respect to trade and tariffs, as well as the ongoing international conflicts, will be reflected in management’s estimates and assumptions for future periods.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

1.* Cash and cash equivalents —*Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents.

2.* Short-term investments* — Short-term investments consist of time deposits with original maturities of between 91 and 364 days.

3.* Concentration of credit risk* — The Company is subject to concentrations of credit risk principally from cash and cash equivalents and voyage receivables due from charterers and pools in which the Company participates. The Company manages its credit risk exposure through assessment of the creditworthiness of its counterparties. Cash equivalents consist primarily of time deposits, and money market funds. The Company places its cash and cash equivalents in what we believe to be credit-worthy financial institutions. The Company’s money market funds are carried at fair market value. Voyage receivables consist of (i) operating lease receivables associated with revenues from leases accounted for under ASC 842,Leases(ASC 842), which are primarily accrued earnings due from pools; and (ii) billed and unbilled non-operating lease receivables associated with revenues from services accounted for under ASC 606,Revenue from Contracts with Customers (ASC 606), which are due within one year. The

Company performs ongoing evaluations to determine customer credit and limits the amount of credit extended to customers. The Company maintains allowances for estimated credit losses and these losses have generally been within its expectations.

With respect to non-operating lease receivables, the Company recognizes as an allowance its estimate of expected credit losses in accordance with ASC 326,Financial Instruments – Credit losses (ASC 326), based on troubled accounts, historical experience, other currently available evidence, and reasonable and supportable forecasts about the future. The Company makes significant judgements and assumptions to estimate its expected losses. The Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations including analysis of the counterparty’s established credit rating or assessment of the counterparty’s creditworthiness based on our analysis of their financial statements when a credit rating is not available, country and political risk of the counterparty, and their business strategy. The Company manages its non-operating lease receivable portfolios using delinquency as a key credit quality indicator. The Company performs the following steps in estimating expected losses: (i) gather historical losses over five years; (ii) assume outstanding billed amounts over 180 days as additional expected losses; and (iii) make forward-looking adjustments to the expected losses to reflect future economic conditions by comparing credit default swap rates of significant customers over time. In addition, the Company performs individual assessments for customers that do not share risk characteristics with other customers (for example a customer under bankruptcy or a customer with known disputes or collectability issues).

The allowance for credit losses reflects our best estimate of probable losses inherent in the voyage receivables balance and is recognized as an allowance or contra-asset to the voyage receivables balance. Provisions for credit losses associated with voyage receivables are included in general and administrative expenses on the consolidated statements of operations. The movement in the allowance for credit losses during the three years ended December 31, 2025 is summarized as follows:

​​​​
(Dollars in thousands)​​Allowance for Credit Losses - Voyage Receivables
Balance at January 1, 2023​$261
Provision for expected credit losses​​(70)
Balance at December 31, 2023​​191
Reversal of expected credit losses​​(11)
Write-offs charged against the allowance​​(94)
Balance at December 31, 2024​​86
Reversal of expected credit losses​​(34)
Balance at December 31, 2025​$52

During the years ended December 31, 2025, 2024 and 2023, the Company did not have any individual customers who accounted for 10% or more of its revenues apart from the pools in which it participates. The pools in which the Company participates accounted in aggregate for 95% and 98% of consolidated voyage receivables at December 31, 2025 and December 31, 2024, respectively.

4.* Inventories* — Inventories, which consist principally of fuel, are stated at cost determined on a first-in, first-out basis.

5.Vessels, vessels construction in progress, vessel lives, deferred drydocking expenditures and other property — Vessels are recorded at cost and are depreciated to their estimated salvage value on the straight-line basis over their estimated useful lives, which is generally 25 years. Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated steel recycling price of $300 per ton. The carrying value of each of the Company’s vessels represents its original cost at the time it was delivered or purchased less depreciation calculated using estimated useful lives from the date such vessel was originally delivered from the shipyard. A vessel’s carrying value is reduced to its new cost basis (i.e., its current fair value) if a vessel impairment charge is recorded.

Costs capitalized to vessels during construction include shipyard costs, direct cost of project design and engineering, project site office administration costs, crew familiarization training costs and interest costs. Interest costs capitalized during the construction period of a vessel represent the amount which theoretically could have been avoided had the Company not made installment payments on the vessel under construction. Interest capitalized aggregated$4.2 million, $1.3 million, and $2.4 million in 2025, 2024, and 2023, respectively (See Note 5, “Vessels, Deferred Drydock and Other Property”).

Other property, including leasehold improvements, are recorded at cost and amortized on a straight-line basis over the shorter of the terms of the leases or the estimated useful lives of the assets, which range from three toseven years.

Expenditures incurred during a drydocking are deferred and amortized on the straight-line basis over the period until the next scheduled drydocking, which is generallytwo and a half tofive years. The Company only includes in deferred drydocking costs those direct costs that are incurred as part of the drydocking to meet regulatory requirements or are expenditures that add economic life to the vessel, increase the vessel’s earnings capacity or improve the vessel’s efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in the shipyard. Expenditures for normal maintenance and repairs, whether incurred as part of the drydocking or not, are expensed as incurred.

6.Impairment of long-lived assets — The carrying amounts of long-lived assets held and used by the Company are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than the asset’s carrying amount. This assessment is made at the individual vessel level since separately identifiable cash flow information for each vessel is available. The impairment charge, if any, would be measured as the amount by which the carrying amount of a vessel exceeded its fair value. If using an income approach in determining the fair value of a vessel, the Company will consider the discounted cash flows resulting from the highest and best use of the vessel asset from a market-participant’s perspective. Alternatively, if using a market approach, the Company will obtain third-party appraisals of the estimated fair value of the vessel. A long-lived asset impairment charge results in a new cost basis being established for the relevant long-lived asset. See Note 5, “Vessels, Deferred Drydock and Other Property,” for further discussion on the impairment tests performed on certain of our vessels during the three years ended December 31, 2025.

7.Deferred finance charges — Finance charges, excluding original issue discount, incurred in the arrangement and/or amendments resulting in the modification of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortized deferred finance charges of $12.6 million and $11.2 million relating to the $500 Million Revolving Credit Facility, the $160 Million Revolving Credit Facility, and the undrawn ECA Credit Facility tranches as of December 31, 2025 and 2024, respectively, are included in other assets in the consolidated balance sheets. Unamortized deferred financing charges of $11.1 million and $6.4 million as of December 31, 2025 and 2024, respectively, relating to the Company’s outstanding debt facilities, are included in long-term debt in the consolidated balance sheets.

Interest expense relating to the amortization of deferred financing costs amounted to $4.3 million in 2025, $3.3 million in 2024 and $4.7 million in 2023.

8.Revenue and expense recognition — The Company’s contract revenues consist of revenues from time charters, bareboat charters, voyage charters and pool revenues. The majority of the Company's contracts for pool revenues, time and bareboat charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. Lightering services provided by the Company's Crude Tanker Lightering Business and voyage charter contracts that do not meet the definition of a lease are accounted for as service revenues under ASC 606.

Under ASC 842, lease revenue for fixed lease payments is recognized over the lease term on a straight-line basis and lease revenue for variable lease payments (e.g., demurrage, pool earnings) are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. Initial direct costs are expensed over the lease term on the same basis as lease revenue. The Company has elected the lessor practical expedient to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient since its primary revenue streams described above meet the conditions required to adopt the practical expedient. Furthermore, the Company has performed a qualitative analysis of each of its primary revenue contract types to determine whether the lease component or the non-lease component is the predominant component of the contract. The Company concluded that the lease component is the predominant component for all of its primary revenue contract types, as the lessee would ascribe more value to the control and use of the underlying vessel rather than to the technical services to operate the vessel which is an add-on service to the lessee.

Revenues from time charters are accounted for as fixed rate operating leases with an embedded technical management service component and are recognized ratably over the rental periods of such charters. Bareboat charters are also accounted for as fixed rate operating leases and the associated revenue is recognized ratably over the rental periods of such charters.

Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the charterer to direct how and for what purpose the vessel is used. Voyage charter revenues and expenses are recognized ratably over the estimated length of each voyage. For a voyage charter which contains a lease component, revenue and expenses are recognized based on a lease commencement-to-discharge basis and the lease commencement date is the latter of discharge of the previous cargo or voyage charter contract signing. For voyage charters that do not have a lease component, revenue and expenses are recognized based on a load-to-discharge basis. Accordingly, voyage expenses incurred during a vessel’s positioning voyage to a load port in order to serve a customer under a voyage charter not containing a lease are considered costs to fulfill a contract and are deferred and recognized ratably over the load-to-discharge portion of the contract.

Under voyage charters, expenses such as fuel, port charges, canal tolls, cargo handling operations and brokerage commissions are paid by the Company whereas, under time and bareboat charters, such voyage costs are paid by the Company’s customers.

For the Company’s vessels operating in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent (“TCE”) basis in accordance with an agreed-upon formula. Accordingly, the Company accounts for its agreements with commercial pools as variable rate operating leases. For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vessels operating in each of the pools to the total number of vessels in each of the respective pools and assesses whether or not the Company’s participation interest in each of the pools is sufficiently significant so as to determine that the Company has effective control of the pool.

Demurrage earned during a voyage charter represents variable consideration. The Company estimates demurrage at contract inception using either the expected value or most likely amount approaches. Such estimate is reviewed and updated over the term of the voyage charter contract.

The Company recognizes revenues from services in accordance with the provisions of ASC 606. The standard provides a unified model to determine how revenue is recognized. In doing so, the Company makes judgments including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each performance obligation. Revenues are recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

As the Company’s performance obligations are services which are received and consumed by its customers as it performs such services, revenues are recognized over time proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. The minimum duration of services is less than one year for each of the Company’s current contracts.

9.Leases**—**The Company currently has two major categories of lease contracts under which the Company is a lessee – chartered-in vessels and leased office space. Chartered-in vessels include bareboat charters which have a lease component only and time charters which have both lease and non-lease components. The lease component relates to the cost to a lessee to control the use of the vessel and the non-lease components relate to the cost to the lessee for the lessor to operate the vessel (technical management service components). For time charters-in, the Company has separated non-lease components from lease component and scoped out non-lease components from the application of ASC 842. For leased office space, the Company has elected the ASC 842 practical expedient to account for the lease and non-lease components as a single lease component as it is not practical to separate the insignificant non-lease components from the associated lease components for these types of leases. Further, the Company has elected as an accounting policy not to apply ASC 842 to its portfolio of short-term leases (i.e., leases with an original term of 12-months or less). Instead, the lease payments are recognized in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. (see Note 14, “Leases,” for additional information with respect to the Company’s short-term leases).

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the Company’s consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any prepaid lease payments made and excludes accrued lease payments and lease incentives. Our lease terms take into consideration options to extend or terminate the lease or purchase the underlying asset when it is reasonably certain that we will exercise such options. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company makes significant judgements and assumptions to estimate the incremental borrowing rate that it would have to pay to borrow on a 100% collateralized basis over a term similar to the lease term and in an amount equal to the lease payments in a similar economic environment. The Company performs the following steps in estimating its incremental borrowing rate: (i) gather observable debt yields of the Company’s recently issued debt facilities; and (ii) make adjustments to the yields of the actual debt facilities to reflect changes in collateral level, terms, the risk-free interest rate, and credit ratings. In addition, the Company performs sensitivity analyses to evaluate the impact of changes in the selected discount rates on the estimated lease liability.

The Company makes significant judgements and assumptions to separate the lease component from the non-lease component of its time chartered-in vessels. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters, and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using observable data (such as fees charged by third-party technical managers) and the residual transaction price is attributed to the vessel lease component.

The Company is party to a number of sale and leaseback transactions in which certain of our vessels were sold to third parties and then leased back under bareboat charter-in arrangements. For each arrangement, we evaluated whether, in substance, these transactions were leases or a form of financing. We have concluded that each arrangement was a form of financing on the basis that each transaction was a sale and leaseback transaction that did not meet the criteria for a sale under ASC 842. Accordingly, such arrangement was recorded at amortized costs using the effective interest method, with the corresponding vessels remaining on the balance sheet at cost, less accumulated depreciation.

10.Derivatives — ASC 815, Derivatives and Hedging, requires the Company to recognize all derivatives on the consolidated balance sheets at fair value. Derivatives that are not effective hedges must be adjusted to fair value through earnings. If the derivative is an effective hedge, depending on the nature of the hedge, a change in the fair value of the derivative is either recorded to current earnings (fair value hedge), or recognized in other comprehensive income/(loss) and reclassified into earnings in the same period or periods during which the hedge transaction affects earnings (cash flow hedge).

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. The Company also formally assesses (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, the Company discontinues hedge accounting prospectively, as discussed below.

The Company discontinues hedge accounting prospectively when: (1) it determines that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item such as forecasted transactions; (2) the derivative expires or is sold, terminated, or exercised; (3) it is no longer probable that the forecasted transaction will occur; or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate or desired.

When the Company discontinues hedge accounting because it is no longer probable that the forecasted transaction will occur in the originally expected period, the gain or loss on the derivative remains in accumulated other comprehensive loss and is reclassified into earnings when the forecasted transaction affects earnings. However, if it is probable that a forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter, the gains and losses that were accumulated in other comprehensive loss will be recognized immediately in earnings. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the derivative at its fair value on the consolidated balance sheets, recognizing changes in the fair value in current-period earnings, unless it is designated in a new hedging relationship.

Any gain or loss realized upon the early termination of an interest rate cap, collar or swaps is recognized as an adjustment of interest expense over the shorter of the remaining term of the derivative instruments or the hedged debt. See Note 8, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures on the Company’s interest rate cap, collar and swaps and other financial instruments.

11.Fair value measurements **—**The Company accounts for certain assets and liabilities at fair value under ASC 820,Fair Value Measurement (ASC 820). ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company's own credit risk. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1 - Quoted prices in active markets for identical assets or liabilities. Our Level 1 non-derivative assets and liabilities primarily include cash and cash equivalents and short-term investments.

Level 2 - Quoted prices for similar assets and liabilities in active markets or model-based valuation techniques for which all significant inputs are observable in the market (where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, credit spreads, etc.). Our Level 2 non-derivative liabilities primarily include the Company’s other outstanding debt facilities. Our Level 2 derivative assets and liabilities primarily include our interest rate swaps.

Level 3 - Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

12.*Income taxes —*The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Net deferred tax assets are recorded to the extent the Company believes these assets will more likely than not be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Company were to determine that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes in the period such determination is made.

Uncertain tax positions are recorded in accordance with ASC 740,Income Taxes, on the basis of a two-step process whereby (1) the Company first determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority.

13.* Variable Interest Entities* — The Company determines at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity (“VIE”). We consolidate a VIE when we are the primary beneficiary, i.e., when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or benefits that could potentially be significant to the

VIE. If we are not the primary beneficiary, we account for the investment or other variable interests in a VIE in accordance with applicable generally accepted accounting principles in the United States.

We assess whether any changes in our interest or relationship with the entity have occurred that may affect our determination of whether the entity is a VIE and, if so, whether we are or remain the primary beneficiary. See Note 6, “Variable Interest Entities,” for additional information.

14.* Use of estimates* — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, equity, revenues and expenses reported in the financial statements and accompanying notes. The most significant estimates relate to the depreciation of vessels and other property, amortization of drydocking costs, judgments involved in identifying performance obligations in revenue contracts, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each performance obligation, estimates used in assessing the recoverability of equity method investments and other long-lived assets, liabilities incurred relating to pension benefits, and income taxes. Actual results could differ from those estimates.

15.* Recently adopted accounting standards* – In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The Company adopted the standard in this annual report for the year ended December 31, 2025 and applied retrospectively to all periods presented in the consolidated financial statements. See Note 10, “Taxes.”

16.Recently issued accounting standards — The Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification is the sole source of authoritative GAAP other than United States Securities and Exchange Commission (“SEC”) issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03,Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 31, 2026 and interim reporting periods within fiscal years beginning after December 31, 2027 with early adoption permitted. We are currently evaluating the impact of this new guidance on the disclosures to our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06,Intangibles - Goodwill and Other - Internal - Use Software (ASC 350-40): Targeted Improvements to the Accounting for Internal - Use Software. This new guidance is intended to eliminate the use of project stages and introduces a principles-based framework for recognizing and capitalizing internal-use software costs. The ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted. We are evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (ASC 815): Hedge Accounting Improvements, which amends certain aspects of the hedge accounting guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. This new guidance is intended to enable entities to achieve and maintain hedge accounting for a broader population of highly effective economic hedges while reducing cost and complexity. This ASU is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods. Early adoption is permitted. The amendments require adoption on a prospective basis. We are evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.

NOTE 3 — EARNINGS PER COMMON SHARE:

Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.

The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. Participating securities are defined by ASC 260,Earnings Per Share, as unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method.

There were 23,674,22,134 and 36,078 weighted average shares of unvested restricted common stock shares considered to be participating securities for the years ended December 31, 2025, 2024 and 2023, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method. As of December 31, 2025, there were 337,744 shares of restricted stock units and 127,980 stock options outstanding considered to be potentially dilutive securities.

Reconciliations of the numerator and denominator of the basic and diluted earnings per share computations are as follows:

​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023
Numerator:​​​​​​​​​
Net income allocated to:​​​​​​​​​
Common Stockholders​$309,107​$416,546​$556,043
Participating securities​​154​​178​​403
​​$309,261​$416,724​$556,446
​​​​​​​​​​
​​​​​​​​​​
Denominator:​​​​​​​​​
Weighted-average common shares outstanding, basic​​49,335,230​​49,270,496​​48,978,452
Dilutive effect of stock options​​84,257​​105,835​​121,545
Dilutive effect of performance-based restricted stock units​​94,599​​173,858​​127,623
Dilutive effect of restricted stock units​​81,859​​129,937​​201,347
Weighted-average common shares outstanding, diluted​​49,595,945​​49,680,127​​49,428,967

There wereno antidilutive equity awards outstanding for the year ended December 31, 2025. Awards of 33,245 and 40,504 for the years ended December 31, 2024 and 2023, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive.

NOTE 4 — BUSINESS AND SEGMENT REPORTING:

The Company is engaged primarily in the ocean transportation of crude oil and petroleum products in the international market through the ownership and operation of a diversified fleet of vessels. The shipping industry has many distinct market segments based, in large part, on the size and design configuration of vessels required and, in some cases, on the flag of registry. Rates in each market segment are determined by a variety of factors affecting the supply and demand for vessels to move cargoes in the trades for which they are suited. Tankers are not bound to specific ports or schedules and therefore can respond to market opportunities by moving between trades and geographical areas. The Company charters its vessels to commercial shippers and foreign governments and governmental agencies primarily on voyage charters and on time charters.

The Company hastwo reportable segments: Crude Tankers and Product Carriers. The Crude Tankers segment aggregates the Company’s VLCC, Suezmax, Aframax, and Lightering operating segments. The Product Carriers segment aggregates LR2, LR1, and MR operating segments. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s consolidated financial statements as described in Note 2, “Summary of Significant Accounting Policies.”

The Company’s President and Chief Executive Officer, who is the chief operating decision maker (“CODM”), evaluates segment performance based on adjusted income from vessel operations, which for segment reporting is defined as income from vessel operations before general and administrative expenses, other operating expenses, third-party debt modification fees, and gain on disposal of vessels and other property, net of impairments. These and other centrally managed items such as interest expense, net and taxes, are excluded from the measure of segment profitability reviewed by management. In making resource allocation decisions, the CODM reviews budget-to-actual variances of TCE revenues and vessel expenses (as these are quantitatively the primary drivers of each segment’s adjusted income from vessel operations), short-term and long-term market trends, current and projected vessel values and forecasts.

Information about the Company’s reportable segments as of and for each of the years in the three-year period ended December 31, 2025 follows:

​​​​​​​​​​​​​
​ · ​ · Crude · ​ · Product · ​ · ​ · ​ · ​ · ​ · ​
(Dollars in thousands) · ​ · Tankers · ​ · Carriers · ​ · Other · ​ · Totals
2025​​​​​​​​​​​​
Shipping revenues​$439,611​$403,691​$—​$843,302
Time charter equivalent revenues​​423,267​​396,347​​—​​819,614
Vessel expenses​​119,290​​146,853​​—​​266,143
Charter hire expenses​​14,419​​18,842​​—​​33,261
Depreciation and amortization​​76,347​​87,239​​—​​163,586
Gain on disposal of vessels and other assets​​(9,833)​​(32,704)​​—​​(42,537)
Adjusted income from vessel operations​​213,211​​143,413​​—​​356,624
Adjusted total assets at December 31, 2025​​1,411,798​​1,064,693​​—​​2,476,491
Expenditures for vessels and vessel improvements​​120,922​​219,558​​—​​340,480
Payments for drydocking​​22,781​​61,430​​—​​84,211
2024​​​​​​​​​​​​
Shipping revenues​$451,351​$500,262​$—​$951,613
Time charter equivalent revenues​​437,095​​496,008​​—​​933,103
Vessel expenses​​130,107​​145,554​​—​​275,661
Charter hire expenses​​14,322​​15,517​​—​​29,839
Depreciation and amortization​​80,988​​68,452​​—​​149,440
Loss/(gain) on disposal of vessels and other assets, net of impairments​​8,704​​(41,361)​​—​​(32,657)
Adjusted income from vessel operations​​211,678​​266,485​​—​​478,163
Adjusted total assets at December 31, 2024​​1,437,883​​1,005,559​​—​​2,443,442
Expenditures for vessels and vessel improvements​​1,135​​277,659​​—​​278,794
Payments for drydocking​​9,893​​48,749​​—​​58,642
2023​​​​​​​​​​​​
Shipping revenues​$524,006​$547,769​$—​$1,071,775
Time charter equivalent revenues​​512,220​​543,299​​—​​1,055,519
Vessel expenses​​115,708​​143,831​​—​​259,539
Charter hire expenses​​11,870​​27,534​​—​​39,404
Depreciation and amortization​​76,877​​52,160​​1​​129,038
Gain on disposal of vessels and other assets​​(12)​​(35,922)​​—​​(35,934)
Adjusted income/(loss) from vessel operations​​307,764​​319,775​​(1)​​627,538
Adjusted total assets at December 31, 2023​​1,523,713​​785,778​​—​​2,309,491
Expenditures for vessels and vessel improvements​​184,467​​20,692​​—​​205,159
Payments for drydocking​​5,659​​28,880​​—​​34,539

Reconciliations of time charter equivalent revenues of the segments to shipping revenues as reported in the consolidated statements of operations follow:

​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023
Time charter equivalent revenues​$819,614​$933,103​$1,055,519
Add: Voyage expenses​​23,688​​18,510​​16,256
Shipping revenues​$843,302​$951,613​$1,071,775

Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.

Reconciliations of adjusted income from vessel operations of the segments to income before income taxes, as reported in the consolidated statements of operations follow:

​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023
Total adjusted income from vessel operations of all segments​$356,624​$478,163​$627,538
General and administrative expenses​​(50,235)​​(52,607)​​(47,473)
Other operating expenses​​(3,541)​​(2,820)​​—
Third-party debt modification fees​​—​​(168)​​(568)
Gain on disposal of vessels and other assets, net of impairments​​42,537​​32,657​​35,934
Consolidated income from vessel operations​​345,385​​455,225​​615,431
Other income​​6,169​​10,118​​10,652
Interest expense​​(42,704)​​(49,703)​​(65,759)
Income before income taxes​$308,850​$415,640​$560,324

Reconciliations of adjusted total assets of the segments to amounts included in the consolidated balance sheets follow:

​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Adjusted total assets of all segments​$2,476,491​$2,443,442
Corporate cash and cash equivalents​​116,922​​157,506
Short-term investments​​50,000​​—
Other unallocated amounts​​25,229​​35,449
Consolidated total assets​$2,668,642​$2,636,397

Certain additional information about the Company’s operations for each of the years in the three year period ended December 31, 2025 follows:

​​​​​​​​​​​​​
​ · ​ · Crude · ​ · Product · ​ · ​ · ​ · ​ · ​ · ​
(Dollars in thousands) · ​ · Tankers · ​ · Carriers · ​ · ​ · Other · ​ · Consolidated
Total vessels, deferred drydock and other property at December 31, 2025​$1,312,781​$931,479​$708​$2,244,968
Total vessels, deferred drydock and other property at December 31, 2024​​1,345,241​​831,493​​706​​2,177,440
Total vessels, deferred drydock and other property at December 31, 2023​​1,420,750​​575,642​​584​​1,996,976

NOTE 5 — VESSELS, DEFERRED DRYDOCK AND OTHER PROPERTY:

Vessels and other property consist of the following:

​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Vessels, at cost​$2,573,678​$2,506,606
Accumulated depreciation​​(500,534)​​(460,623)
Vessels, net​​2,073,144​​2,045,983
Other property, at cost​​10,893​​9,961
Accumulated depreciation and amortization​​(6,051)​​(5,733)
Other property, net​​4,842​​4,228
Total vessels and other property, net​​2,077,986​​2,050,211
​​​​​​​
Construction in Progress​​57,725​​37,020

The aggregate carrying value of the 38 owned and chartered-in vessels pledged as collateral under the Company’s debt and lease financing facilities (see Note 8, “Debt”) was $1,295.8 million as of December 31, 2025.

A breakdown of the carrying value of the Company’s owned and chartered-in vessels by reportable segment and fleet as of December 31, 2025 and 2024 follows:

​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Net · ​ · ​ · Average · ​ · ​ · Number of
​ · ​ · ​ · ​ · ​ · Accumulated · ​ · Carrying · ​ · ​ · Vessel Age · ​ · ​ · Owned
As of December 31, 2025 (Dollars in thousands) · ​ · Cost · ​ · Depreciation · ​ · Value · ​ · ​ · (by dwt) · ​ · ​ · Vessels
Crude Tankers​​​​​​​​​​​​​​​
VLCC​$1,044,795​$(213,985)​$830,810​​8.5​​12
Suezmax​​452,307​​(98,652)​​353,655​​11.8​​13
Aframax​​109,533​​(24,087)​​85,446​​13.8​​4
Total Crude Tankers(1)​​1,606,635​​(336,724)​​1,269,911​​10.0​​29
​​​​​​​​​​​​​​​​
Product Carriers​​​​​​​​​​​​​​​
LR2​​75,162​​(31,081)​​44,081​​11.4​​1
LR1​​200,499​​(21,028)​​179,471​​10.2​​6
MR​​691,382​​(111,701)​​579,681​​14.3​​33
Total Product Carriers(2)​​967,043​​(163,810)​​803,233​​13.3​​40
​​​​​​​​​​​​​​​​
Fleet Total​$2,573,678​$(500,534)​$2,073,144​​10.9​​69
(1)Includes one VLCC with carrying value of $118.4 million, which the Company believes exceeds its market value of approximately $116.7 million by $1.7 million.
(2)Includes nine MRs with aggregate carrying value of $327.2 million, which the Company believes exceeds their aggregate market values of approximately $283.9 million by $43.3 million.
​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Net · ​ · ​ · Average · ​ · ​ · Number of
​ · ​ · ​ · ​ · ​ · Accumulated · ​ · Carrying · ​ · ​ · Vessel Age · ​ · ​ · Owned
As of December 31, 2024 (Dollars in thousands) · ​ · Cost · ​ · Depreciation · ​ · Value · ​ · ​ · (by dwt) · ​ · ​ · Vessels
Crude Tankers​​​​​​​​​​​​​​​
VLCC​$1,055,765​$(209,650)​$846,115​​8.8​​13
Suezmax​​451,416​​(79,900)​​371,516​​10.8​​13
Aframax​​109,306​​(18,529)​​90,777​​12.8​​4
Total Crude Tankers​​1,616,487​​(308,079)​​1,308,408​​9.7​​30
​​​​​​​​​​​​​​​​
Product Carriers​​​​​​​​​​​​​​​
LR2​​75,128​​(28,280)​​46,848​​10.4​​1
LR1​​118,265​​(33,198)​​85,067​​15.6​​6
MR​​696,726​​(91,066)​​605,660​​14.2​​39
Total Product Carriers​​890,119​​(152,544)​​737,575​​14.3​​46
​​​​​​​​​​​​​​​​
Fleet Total​$2,506,606​$(460,623)​$2,045,983​​11.0​​76

Vessel activity for the three years ended December 31, 2025 is summarized as follows:

​​​​​​​​​​
(Dollars in thousands) · ​ · Vessel Cost · ​ · Accumulated Depreciation · ​ · Net Book Value
Balance at January 1, 2023​$2,004,420​​(327,321)​$1,677,099
Purchases and vessel additions​​360,822​​—​​​
Disposals​​(32,176)​​3,904​​​
Depreciation​​—​​(98,859)​​​
Balance at December 31, 2023​​2,333,066​​(422,276)​​1,910,790
Purchases and vessel additions​​280,786​​—​​​
Disposals​​(33,281)​​5,681​​​
Depreciation​​—​​(109,293)​​​
Impairment​​(73,965)​​65,265​​​
Balance at December 31, 2024​​2,506,606​​(460,623)​​2,045,983
Purchases and vessel additions​​327,480​​—​​​
Disposals​​(260,408)​​72,183​​​
Depreciation​​—​​(112,094)​​​
Balance at December 31, 2025​$2,573,678​$(500,534)​$2,073,144

The total of purchases and vessel additions will differ from expenditures for vessels as shown in the consolidated statements of cash flows because of the timing of when payments were made.

Vessel Impairments

During the year ended December 31, 2025, the Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2024, that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable. The Company determined that no held-for-use or held-for-sale impairment indicators existed for the Company’s vessels during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2023, that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable. During the quarter ended December 31, 2024, the Company determined that the contracted sale of one of its 2010-built VLCCs resulted in the recognition of a held-for-use impairment charge of $8.7 million.

During the year ended December 31, 2023, the Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2022, that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable. The Company determined that no held-for-use or held-for-sale impairment indicators existed for the Company’s vessels during the year ended December 31, 2023.

Vessel Acquisitions and Construction Commitments

Construction of the Company’sthree dual-fuel LNG VLCCs was completed during 2023. Allthree vessels commenced employment under seven-year time charter contracts with an oil major shortly after being delivered from the shipyard.

Between August 2023 and March 2024, the Company entered into agreements to constructsix dual-fuel ready LNG 73,600 dwt LR1 Product Carriers at K Shipbuilding Co., Ltd.’s shipyard for an aggregate cost of approximately $359 million. Between September and October 2025, two of the six LR1s were delivered to the Company. The remaining four LR1s are expected to be delivered by the third quarter of 2026. The remaining commitments on the contracts for the construction of the four LR1 newbuilds as of December 31, 2025 were $188.5 million, which will be paid through a combination of borrowings under the ECA Credit Facility (see Note 8, “Debt”) and available liquidity.

On February 23, 2024, the Company entered into agreements to acquiretwo 2014-built andfour 2015-built MR Product Carriers for an aggregate consideration of approximately $232 million, payable 85% in cash and 15% in shares of common stock of the Company. Allsix vessels were delivered during the second quarter of 2024 and are Collateral Vessels under the $500 Million Revolving Credit Facility (see Note 8, “Debt”). In total, for the acquisition of the vessels, the Company paid $198.3 million in cash, including $1.1 million for initial stores on board and directly related third-party professional fees, and also issued 623,778 shares of its common stock to the sellers. Such shares had an aggregate value of $36.8 million based upon the closing market price of the Company’s stock on each of the vessel delivery dates.

An automatic shelf registration statement on Form S-3 was filed with the SEC on April 29, 2024 that, in connection with prospectus supplements filed during the second quarter of 2024, registered the aggregate 623,778 shares that were issued in conjunction with these vessel acquisitions and facilitated the seller’s ability to offer and sell or otherwise dispose of the shares of common stock issued to them under this transaction.

In November 2024, the Company entered into memoranda of agreements for the sale ofone 2010-built VLCC andone 2011-built VLCC for an aggregate sales price of $116.6 million and the purchase ofthree 2015-built MRs for an aggregate purchase price of $119.5 million with the same counterparty. The Company closed on all five transactions between December 2024 and February 2025, with net cash outflow of $2.9 million, representing the difference in transaction prices among the five vessels. In conjunction with the agreements, the buyer of each vessel was required to lodge a deposit equal to 10% of the vessel’s purchase price into an escrow account, and to ensure that all five vessel transactions were executed, the seller of each vessel was also required to make an additional security deposit of $2.5 million into an escrow account. These security deposits were refunded to each respective seller after all five vessel transactions were completed in February 2025.

On November 14, 2025, the Company completed the purchase of a 2020-built, scrubber-fitted VLCC for $119.0 million.

Disposal/Sales of Vessel and Other Property

During 2023, the Company recognized a net aggregate gain of$36.1 million on disposal of three 2008-built MRs.

During 2024, the Company recognized a net aggregate gain of$41.3 million on disposal of one 2009-built and two 2008-built MRs.

During 2025, the Company recognized a net aggregate gain of$42.5 million on disposal of one 2010-built VLCC, one 2011-built VLCC, two 2006-built LR1s, five 2007-built MRs, and three 2008-built MRs.

In December 2025, the Company entered into memoranda of agreements for the sale of one 2007-built MR Product Carrier and two 2008-built MR Product Carriers for net proceeds of approximately $44.7 million after fees and commissions. The vessels were delivered to their buyers between January and February 2026.

Between January and February 2026, the Company entered into memoranda of agreements for the sale of one 2010-built VLCC, one 2012-built VLCC and two 2008-built MRs for net proceeds of approximately $171.7 million after fees and commissions. The vessels are expected to be delivered to their buyers in the first quarter of 2026.

Drydocking activity for the three years ended December 31, 2025 is summarized as follows:

​​​​​​​​​​
(Dollars in thousands) · ​ · 2025 · ​ · 2024 · ​ · 2023
Balance at January 1​$90,209​$70,880​$65,611
Additions​​85,326​​61,696​​35,117
Sub-total​​175,535​​132,576​​100,728
Drydock amortization​​(50,743)​​(39,391)​​(28,787)
Amount charged to gain or loss on disposal of vessels​​(15,535)​​(2,976)​​(1,061)
Balance at December 31​$109,257​$90,209​$70,880

The total additions above will differ from payments for drydocking as shown in the consolidated statements of cash flows because of the timing of when payments were made.

NOTE 6 —VARIABLE INTEREST ENTITIES (“VIEs”):

Commercial pools in which the Company participates operate a large number of vessels as an integrated transportation system, which offer customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Participants in the commercial pools contribute one or more vessels and generally provide an initial contribution towards the working capital of the pools at the time they enter their vessels. The pools finance their operations primarily through the earnings that they generate.

From time to time, INSW enters into joint ventures to take advantage of commercial opportunities. In each joint venture, INSW had the same relative rights and obligations and financial risks and rewards as its partners. INSW evaluated all of its pooling and joint venture arrangements to determine if they were variable interest entities (“VIEs”). INSW determined that each pool and each joint venture met the criteria of a VIE and, therefore, INSW reviewed its participation in these VIEs to determine if it was the primary beneficiary of any of them.

INSW reviewed the legal documents that govern the creation and management of the VIEs and also analyzed its involvement to determine if INSW was a primary beneficiary in any of these VIEs. A VIE for which INSW is determined to be the primary beneficiary is required to be consolidated in its financial statements.

Unconsolidated VIEs

The formation agreements for the commercial pools state that the board of the pool has decision making power over their significant decisions. In addition, all such decisions must be approved unanimously by the board. Since INSW shares power to make all significant economic decisions that affect the pools and does not control a majority of the board, INSW is not considered a primary beneficiary of the pools.

The following table presents the carrying amounts of assets and liabilities in the consolidated balance sheets related to the unconsolidated VIEs as of December 31, 2025 and 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​
(Dollars in thousands)​2025​2024
Pool working capital deposits​$33,051​$35,372

In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these VIEs by assuming a complete loss of the Company’s investment in these VIEs. The table below compares the Company’s liability in the consolidated balance sheet to the maximum exposure to loss at December 31, 2025:

​ · ​ · ​ · ​ · ​ · ​ · ​
(Dollars in thousands) · ​ · ​ · Consolidated Balance Sheet · ​ · ​ · Maximum Exposure to Loss
Other Liabilities​$—​$33,051

In addition, as of December 31, 2025, the Company had approximately $166.4 million of trade receivables due from the pools that were determined to be a VIE. These trade receivables, which are included in voyage receivables in the accompanying consolidated balance sheet, have been excluded from the above tables and the calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such a loss is probable of occurring as of December 31, 2025.

In January 2026 the Company purchased CMB.Tech’s 50% equity interest in Tankers (UK) Agencies Limited (“TUKA”). The transaction resulted in INSW holding a 100% equity interest in TUKA. TUKA is a voting interest entity that serves as the commercial manager for Tankers International Limited (“TIL”), which is the VLCC pool company and is a VIE. TUKA owns 100% of the equity interest in TIL. The Company currently expects that commencing in 2026 TUKA will be consolidated under the voting interest entity model, and TIL will retain its classification as an unconsolidated VIE.

NOTE 7 — FAIR VALUE OF FINANCIAL INSTRUMENTS, DERIVATIVES AND FAIR VALUE DISCLOSURES:

The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, at December 31, 2025 and 2024 are as follows:

​​​​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024 · ​ · Fair Value Level
Cash and cash equivalents​$116,922​$157,506​​Level 1
Short-term investments(1)​​50,000​​—​​Level 1
2030 Bonds​​(249,748)​​—​​Level 1
ECA Credit Facility​​(81,494)​​—​​Level 2
$500 Million Revolving Credit Facility(2)​​—​​(144,581)​​Level 2
Ocean Yield Lease Financing(2)​​—​​(282,627)​​Level 2
BoComm Lease Financing(3)​​(174,713)​​(188,370)​​Level 2
Toshin Lease Financing(3)​​(10,151)​​(11,662)​​Level 2
Hyuga Lease Financing(3)​​(10,164)​​(11,776)​​Level 2
Kaiyo Lease Financing(3)​​(9,485)​​(10,554)​​Level 2
Kaisha Lease Financing(3)​​(8,921)​​(10,656)​​Level 2
(1)Short-term investments consist of time deposits with original maturities of between 91 and 180 days.
(2)Floating rate debt – the fair value of floating rate debt has been determined using level 2 inputs and is considered to be equal to the carrying value since it bears a variable interest rate, which is reset every three months.
(3)Fixed rate debt – the fair value of fixed rate debt has been determined using level 2 inputs by discounting the expected cash flows of the outstanding debt.

Derivatives

The Company uses interest rate caps, collars and swaps for the management of interest rate risk exposure associated with changes in SOFR interest rate payments due on its credit facilities.

On June 2, 2022, the Company entered into amortizing interest rate swap agreements covering a notional amount of$475 million of the then $750 Million Facility Term Loan (now$500 Million Revolving Credit Facility) with major financial institutions participating in such facility that effectively converts the Company’s interest rate exposure from a three-month SOFR floating rate to a fixed rate of

2.84% through the maturity date of February 22, 2027, effective August 22, 2022. The interest rate swap agreements, which contain no leverage features, are designated and qualify as cash flow hedges. The outstanding unamortized notional amount of these interest rates swaps was$118.5 million as of December 31, 2025 covering for accounting purposes the$81.5 million principal balance outstanding under the ECA Credit Facility and expected further drawdowns of variable-rate debt outstanding under the ECA Credit Facility (in connection with the delivery of the four remaining LR1 newbuilds) of at least the designated notional amount of the interest rate swaps through to the maturity date of the interest rate swaps.

Terminated Derivatives

In November 2021, in connection with the refinancing of one of its then outstanding credit facilities, the Company terminated its amended interest rate swap agreement providing for a fixed-three month LIBOR rate of 2.5%, originally scheduled to expire on December 21, 2027, with a cash payment of$11.7 million. The amended interest rate swap agreement did not in its entirety meet the definition of a derivative instrument because of its off market fixed rate at inception and was deemed to be a hybrid instrument with a financing component and an embedded at-the-market derivative. Such embedded derivative was bifurcated and accounted for separately in the same manner as the Company’s other derivatives. The financing component was recorded in current and noncurrent other liabilities on the consolidated balance sheets at amortized cost. Due to an other-than-insignificant financing element on a portion of such hybrid instrument, the cash flows associated with this hybrid instrument were classified as financing activities in the consolidated statement of cash flows. Upon termination, a$4.2 million loss related to theextinguishment of the financing component of the hybrid instrument was recognized in other expense in the accompanying consolidated statement of operations for the year ended December 31, 2021 and a$4.1 million loss associated with the embedded derivative component of the hybrid instrument remained in accumulated other comprehensive income/(loss) to be released into earnings as the forecasted interest accrual transactions either affect earnings or become not probable of occurring. Approximately$0.5 million of gain,$1.7 million of loss, and$2.0 million of loss were released to interest expense in the accompanying consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, approximately$0.9 million in gain from previously terminated interest rate swaps is expected to amortize out of accumulated other comprehensive loss to earnings within the next 12 months.

In May 2022, in connection with the refinancing of certain of the Company’s debt facilities, the Company terminated all of its existing in-the-money LIBOR based interest swaps with an aggregate notional amount of approximately$358.6 million and received net cash proceeds of approximately$9.6 million. Upon termination, a$9.7 million gain associated with the swaps remained in accumulated other comprehensive income to be released into earnings as the forecasted interest accrual transactions either affect earnings or become not probable of occurring. Approximately$0.1 million,$2.5 million and$4.1 million of this gain was released to interest expense in the accompanying consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023, respectively, and the swaps are fully amortized as of December 31, 2025.

Tabular disclosure of derivatives location

Derivatives are recorded on a net basis by counterparty when a legal right of offset exists. The Company had the following amounts recorded on a net basis by transaction in the accompanying consolidated balance sheets related to the Company’s use of derivatives as of December 31, 2025 and 2024:

Fair Values of Derivative Instruments:

​​​​​​​​​​
(Dollars in thousands) · ​ · Current portion of derivative asset · ​ · Long-term derivative assets · ​ · Other receivables
December 31, 2025:​​​​​​​​​
Derivatives designated as hedging instruments: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Interest rate swaps​$406​$5​$139
Total​$406​$5​$139
​​​​​​​​​​
December 31, 2024:​​​​​​​​​
Derivatives designated as hedging instruments:​​​​​​​
Interest rate swaps​$2,080​$801​$453
Total​$2,080​$801​$453

The following tables present information with respect to gains and losses on derivative positions reflected in the consolidated statements of operations or in the consolidated statements of other comprehensive income.

The effect of cash flow hedging relationships recognized in other comprehensive income excluding amounts reclassified from accumulated other comprehensive income/(loss), including hedges of equity method investees, for the three years ended December 31, 2025 follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(Dollars in thousands)​2025​2024​2023
Derivatives designated as hedging instruments: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Interest rate swaps​$104​$3,532​$3,187
Total other comprehensive income​$104​$3,532​$3,187

The effect of the Company’s cash flow hedging relationships on the consolidated statement of operations for the three years ended December 31, 2025 is shown below:

​​​​​​​​​​
(Dollars in thousands) · ​ · 2025 · ​ · 2024 · ​ · 2023
Derivatives designated as hedging instruments: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Interest rate swaps​$(2,575)​$(6,885)​$(8,601)
​​​​​​​​​​
Discontinued hedging instruments:​​​​​​​
Interest rate swap​​(612)​​(820)​​(2,149)
​​​​​​​​​​
Total interest income​$(3,187)​$(7,705)​$(10,750)

See Note 12, “Accumulated Other Comprehensive Income/(loss),” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss.

Fair Value Hierarchy

The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis (excluding investments in affiliated companies):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024 · ​ · Fair Value Level
Derivative Assets (interest rate swaps)​$550​$3,334​​Level 2(1)
(1)Fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.

NOTE 8 —DEBT:

The Company is party to a number of sale and leaseback transactions. The Company’s obligations under these transactions are secured by, among other things, assignments of earnings and insurances and stock pledges and account charges in respect of the subject vessels. The arrangements also contain customary events of default, including cross-default provisions as well as subjective acceleration clauses under which the lessor could cancel the lease in the event of a material adverse change in the Company’s business. For each arrangement, the Company evaluated whether, in substance, these transactions are leases or merely a form of financing. As a result of this evaluation, we concluded that each agreement was a form of financing on the basis that each transaction was a sale and leaseback transaction that did not meet the criteria for a sale under ASC 842 and ASC 606 due to the fixed price seller repurchase options and/or mandatory seller repurchase obligations terms included in the arrangements. Accordingly, the cash received in the transactions has been accounted for as a liability, and such arrangements have been recorded at amortized cost using the

effective interest method, with the corresponding vessels remaining on the consolidated balance sheet at cost, less accumulated depreciation.

The balances in the following table reflect the amounts due under the Company’s secured debt facilities and secured lease financing arrangements, net of any unamortized deferred financing fees or discounts/premiums:

​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
$500 Million Revolving Credit Facility, due 2030​$—​$144,581
ECA Credit Facility, due 2037, net of amortized deferred finance costs of $3,030​​78,464​​—
2030 Bonds, due 2030, net of amortized deferred finance costs of $4,774​​245,226​​—
Ocean Yield Lease Financing, due 2031, net of unamortized deferred finance costs of $2,154​​—​​280,473
BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $2,731 and $3,438​​202,505​​216,343
Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $189 and $243​​11,092​​12,510
Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $157 and $207​​10,808​​12,270
Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $126 and $174​​9,500​​11,059
Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $129 and $183​​9,484​​11,171
​​​567,079​​688,407
Less current portion​​(25,788)​​(50,054)
Long-term portion​$541,291​$638,353

Capitalized terms used hereafter have the meaning given in these consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.

ECA Credit Facility

On August 20, 2025, the Company entered into a credit agreement (the “ECA Credit Facility”) with DNB Bank ASA, New York Branch, as facility agent, K-Sure agent, security agent and hedge counterparty; DNB Capital LLC, as lender; and DNB Markets, Inc., as arranger. The ECA Credit Facility consists of (1) a 12-year term loan facility of up to $239.7 million and (2) a commercial credit facility of up to $91.9 million, collectively for use in respect of partly financing the acquisition ofsix LR1 newbuildings under construction at K Shipbuilding Co., Ltd in Korea. The facilities combine for an effective 20-year amortization profile.

The ECA Credit Facility is secured by a first lien on the shares of the subsidiaries that will acquire thesix newbuildings (one per subsidiary), along with (when delivered) a first lien on the vessels and the earnings, insurances, and certain other assets of those entities. A portion of each tranche of term loans are insured by Korea Trade Insurance Corporation (“K-Sure”), up to the aggregate approximate amount of $239.7 million (reflecting approximately 70% of the anticipated contract price of the first four vessels and approximately 60% of the contract price of the lasttwo vessels). Each K-Sure covered term loan tranche shall be repaid in 24 equal consecutive semi-annual installments, the first of which shall be paid on the date falling six months after the loan is drawn. Any amounts outstanding under the commercial credit facility in respect of a vessel shall be repaid on the relevant maturity date of the K-Sure covered term loan tranche. The maturity dates for the ECA Credit Facility are subject to acceleration upon the occurrence of certain events, including prepayment options held by lenders which are exercisable on the sixth anniversary of each borrowing.

Interest on the ECA Credit Facility will be calculated based upon applicable Term SOFR plus the margin. The margin in respect of a K-Sure covered tranche is 1.10% per annum and the margin in respect of the commercial tranche is 1.45% per annum.

Between September and October 2025, the Company borrowed $81.5 million under the ECA Credit Facility upon the delivery of the first two LR1 newbuildings.

2030 Bonds

On September 23, 2025, the Company issued $250 million aggregate principal amount of 7.125% senior unsecured bonds maturing on September 23, 2030, unless earlier redeemed or repurchased (the “2030 Bonds”), at an issue price of 100%.

Interest will be paid semi-annually in arrears on March 23 and September 23 each year (and subject to business day conventions), commencing March 23, 2026. The 2030 Bonds are senior unsecured obligations of the Company and will be equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The 2030 Bonds have a denomination of $0.125 million, and application will be made to list the 2030 Bonds on the Oslo Stock Exchange.

Upon the occurrence of specified put option events (a change of control or a share delisting event), the Company is required to offer to repurchase the 2030 Bonds at 101% of the principal amount, plus accrued and unpaid interest to the purchase date. In addition, the Company may redeem all of the outstanding 2030 Bonds at its option at a redemption price equal to 100% of the principal amount redeemed if, as a result of a change in applicable law implemented after September 17, 2025 or any decision by any applicable taxing authority made after that date, the Company is or will be required to gross up its payments of interest on the 2030 Bonds to compensate for a withholding tax. Furthermore, on or prior to the interest payment date in March 2028, the Company may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price equal to 100% of the principal amount of the 2030 Bonds redeemed, plus a “make whole” premium and accrued and unpaid interest and, thereafter, may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price that steps down over time from 103.5625% of the principal amount of the 2030 Bonds to be redeemed (plus accrued and unpaid interest) to 100% of the principal amount (plus accrued and unpaid interest) on or after the interest payment date in March 2030.

The Company used the net proceeds from the 2030 Bonds to finance the repurchase of thesix VLCCs secured by the Ocean Yield Lease Financing on November 10, 2025.

The 2030 Bonds were offered outside the United States in reliance on Regulation S under the Securities Act of 1933 (the “Securities Act”) and in the United States and its territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The 2030 Bonds were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

$750 Million Credit Facility /$500 Million Revolving Credit Facility

On May 20, 2022, International Seaways Operating Corporation (“ISOC”), the borrower, and certain of their subsidiaries entered into a credit agreement comprising $750 million of secured debt facilities (the “$750 Million Credit Facility”) with Nordea Bank Abp, New York Branch (“Nordea”), Crédit Agricole Corporate & Investment Bank (“CA-CIB”), BNP Paribas, DNB Markets Inc. and Skandinaviska Enskilda Banken AB (PUBL) (or their respective affiliates), as mandated lead arrangers and bookrunners; Danish Ship Finance A/S and ING Bank N.V., London Branch (or their respective affiliates), as mandated lead arrangers; and National Australia Bank Limited, as co-arranger. Nordea acted as administrative agent, collateral agent and security trustee under the credit agreement, and CA-CIB acted as sustainability coordinator.

The $750 Million Credit Facility consisted of (i) afive-year senior secured term loan facility in an aggregate principal amount of $530 million (the “$750 Million Facility Term Loan”), and (ii) afive-year revolving credit facility in an aggregate principal amount of $220 million (the “$750 Million Facility Revolving Loan”) that amortized or reduced in 19 quarterly installments, beginning on November 20, 2022. The $750 Million Credit Facility was secured by (i) a first lien on 55 of the Company’s vessels at the time of the closing of the facility, along with their earnings and insurances, and (ii) liens on certain additional assets of ISOC. The maturity date of the $750 Million Credit Facility was May 20, 2027, and was subject to acceleration upon the occurrence of certain events (as described in the credit agreement). The $750 Million Facility Term Loan contained an uncommitted accordion feature whereby, for a period of up to 24 months following the closing date, the amount of the loan thereunder could have been increased up to an additional incremental $250 million (in increments of at least $10 million) for the acquisition of Additional Vessels, subject to certain conditions.

On May 24, 2022, the available amount of $530 million under the $750 Million Facility Term Loan was drawn in full, and $70 million of the $220 million available under the $750 Million Facility Revolving Loan was also drawn. The loan proceeds, together with available cash, were used to repay an aggregate total of $574.8 million in outstanding principal balances under various credit agreements the Company was party to at the time and to pay certain expenses related to the refinancing, including certain structuring and arrangement fees, legal and administrative fees totaling $10.5 million.

Interest on the $750 Million Credit Facility was calculated based upon Adjusted Term SOFR plus the Applicable Margin. The Applicable Margin at the inception of the facility was 2.40%. The facilities also included a sustainability-linked pricing mechanism. The adjustment in pricing was linked to three factors:

●a Fleet Sustainability Score Target, reflecting the carbon efficiency of the INSW fleet as it related to reductions in CO2 emissions year-over-year, such that it aligned with the International Maritime Organization’s 50% industry reduction target in GHG emissions by 2050, to be calculated in a manner consistent with the de-carbonization trajectory outlined in the Poseidon Principles (the global framework by which financial institutions can assess the climate alignment of their ship finance portfolios relative to established de-carbonization trajectories);
●a Sustainability-Linked Investment Target, reflecting targeted spending of $3 million per annum on investments in energy efficiency improvements, decarbonization, and other environmental, social and corporate governance-related initiatives; and
●a Lost Time Incident Frequency Target, reflecting performance against a Lost Time Incident Frequency average published by Intertanko.

The Company was required to deliver annually, commencing in July 2023, a sustainability certificate for the preceding calendar year setting out the sustainability-related calculations required under the credit agreement. If the Company achieved all of the targets set out in the credit agreement, the Applicable Margin would be decreased by 0.05% per annum, while if the Company failed to achieve any of the targets set out in the credit agreement, the Applicable Margin would be increased by that same amount (but in no case would any such adjustment result in the Applicable Margin being increased or decreased from the otherwise-applicable Applicable Margin by more than 0.05% per annum in the aggregate).

The $750 Million Credit Facility contained customary representations, warranties, restrictions and covenants applicable to the Company, ISOC and the subsidiary guarantors (and in certain cases, other subsidiaries).

The sale and delivery of a 2008-built MR, which was pledged under the $750 Million Credit Facility, on November 30, 2022, resulted in a mandatory principal prepayment of $5.8 million, reduced the number of vessels collateralizing the $750 Million Credit Facility to 54 vessels, and reduced the availability under the $750 Million Facility Revolving Loan to $217.4 million.

On March 10, 2023, the Company entered into the first amendment to the $750 Million Credit Facility. Pursuant to the amendment, the Company (a) prepaid $97 million of outstanding principal under the $750 Million Facility Term Loan; (b) obtained a release of collateral vessel mortgages over 22 MR product carriers; (c) received from the lenders additional revolving credit commitments in an aggregate amount of $40 million, which additional commitments constituted an increase to, and were subject to the same terms and conditions as, the previously-existing revolving credit commitments; and (d) made certain other amendments to the credit agreement and ancillary documents, including amendments relating to certain hedging obligations related to the credit agreement and to repayment schedules. Following the effectiveness of the amendment, (a) the aggregate outstanding principal amount under the$750 Million Facility Term Loan was $366.3 million, and (b) the aggregate principal commitments available under the $750 Million Facility Revolving Loan was $257.4 million.

Following the amendment to the $750 Million Credit Facility agreement and through December 31, 2023, the Company made an additional $181.3 million in mandatory principal prepayments on the $750 Million Facility Term Loan in conjunction with the sale ofthree 2008-built MRs, and the release offive Suezmaxes andone Aframax Tanker from the collateral package.

On April 26, 2024, the Company, ISOC and certain of their subsidiaries entered into a second amendment that amended and extended the $750 Million Credit Facility. Immediately prior to the closing of the second amendment, the $750 Million Facility, had a remaining term loan balance of $94.6 million and undrawn revolver capacity of $257.4 million. The amended agreement consists of a $500 million revolving credit facility (the “$500 Million Revolving Credit Facility”) that matures on January 31, 2030. That maturity date is subject to acceleration upon the occurrence of certain events (as described in the credit agreement). The $500 Million Revolving Credit Facility is secured by a first lien on certain of the Company’s vessels (the “Collateral Vessels”), along with their earnings, insurances and certain other assets, as well as by liens on certain additional assets of ISOC. Under the terms of the $500 Million Revolving Credit Facility capacity is reduced on a quarterly basis by approximately $12.8 million, based on a 20-year age-adjusted profile of the Collateral Vessels. The $500 Million Revolving Credit Facility bears an interest rate based on term SOFR plus the Applicable Margin (each as defined in the credit agreement). The Applicable Margin is 1.85% and is subject to similar sustainability-linked features as included in the $750 Million Credit Facility, that are aimed at reducing the carbon footprint, targeting expenditures toward energy efficiency improvements and maintaining a safety record above the industry average. The Company’s

performance against these sustainability measures could impact the margin by five basis points. At the time of closing, $94.6 million was drawn on the $500 Million Revolving Credit Facility.

Between the closing of the second amendment and December 31, 2024, an additional $120 million was drawn on the $500 Million Revolving Credit Facility and $70 million subsequently repaid, leaving an aggregate outstanding principal balance of $144.6 million as of December 31, 2024.

On March 21, 2025, the Company entered into an agreement with the lenders under the $500 Million Revolving Credit Facility wherebytwo of thethree MRs acquired in the vessel exchange transactions described in Note 5, “Vessels, Deferred Drydock and Other Property” were pledged as collateral under the $500 Million Revolving Credit Facility. These vessels comprise Substitution Vessels, replacingone of thetwo VLCCs sold in the vessel exchange transactions.

On October 7, 2025, the Company and certain of its subsidiaries entered into a third amendment to the $500 Million Revolving Credit Facility with Nordea Bank Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender) and the other lenders thereunder. Pursuant to the amendment, the Borrower and certain subsidiary guarantors originally formed in the Republic of the Marshall Islands or the Republic of Liberia, as applicable, were permitted to redomicile to Bermuda. The redomiciliations took place during the fourth quarter of 2025 (see Note 10, “Taxes”). There were no other material changes to the terms of the credit agreement.

During the year ended 2025, the Company drew $80 million under the $500 Million Revolving Credit Facility and repaid an aggregate of $224.6 million of the principal balance outstanding under this facility, leaving the facility fully undrawn with a capacity of $423.9 million as of December 31, 2025.

The $500 Million Revolving Credit Facility also contains customary representations, warranties, restrictions and covenants applicable to the Company, the Borrower and the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that are consistent with the financial covenants that previously existed in the $750 Million Credit Facility as further described below.

$160* Million Revolving Credit Facility*

On September 27, 2023, the Company entered into a $160 million revolving credit agreement (the “$160 Million Revolving Credit Facility”) with Nordea Bank Abp, New York Branch (“Nordea”), ING Bank N.V., London Branch (“ING”), Crédit Agricole Corporate & Investment Bank, and DNB Markets Inc. (or their respective affiliates), as mandated lead arrangers and bookrunners; and Danish Ship Finance A/S and Skandinaviska Enskilda Banken AB (PUBL) (or their respective affiliates), as lead arrangers. Nordea is acting as administrative agent, collateral agent, coordinator and security trustee under the Revolving Credit Agreement, and ING is acting as sustainability coordinator.

The $160 Million Revolving Credit Facility comprises a 5.5-year revolving credit facility in an aggregate amount of $160 million that matures on March 27, 2029 and reduces on a 20-year age-adjusted profile. The $160 Million Revolving Credit Facility is secured by a first lien onfive of the Company’s vessels (the “Collateral Vessels”), along with their earnings, insurances and certain other assets, as well as by liens on certain additional assets of the Borrower. Interest on the $160 Million Revolving Credit Facility is calculated based upon Term SOFR plus the Applicable Margin (each as defined in the credit agreement). The Applicable Margin was 1.90% and is subject to a sustainability-linked pricing mechanism, pursuant to which the Applicable Margin may be decreased or increased by 0.075%, as described in greater detail below.

The sustainability-linked pricing adjustment is linked to three factors, which are consistent with those contained in the Company’s $750 Million Credit Facility described above. The Company will be required to deliver annually, commencing for the period ending June 30, 2024, a sustainability certificate for the preceding calendar year setting out its sustainability-related calculations. If the Company achieves all of the targets set out in the credit agreement, the Applicable Margin will be decreased by 0.075% per annum, while if it fails to achieve any of those targets the Applicable Margin will be increased by that same amount (but no such adjustment will result in the Applicable Margin being increased or decreased from the otherwise-applicable Applicable Margin by more than 0.075% per annum in the aggregate). Based on the sustainability certificate submitted in July 2024, the Applicable Margin was increased to 1.975%.

The $160 Million Revolving Credit Facility also contains customary representations, warranties, restrictions and covenants applicable to the Company, the Borrower and the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that are consistent with existing financial covenants in the $500 Million Revolving Credit Facility, as further described below.

On September 29, 2023, $50 million of the $160 million available under the $160 Million Revolving Credit Facility was drawn for general corporate purposes (including paying certain expenses related to the new financing). The $50 million was repaid in full on October 30, 2023. The undrawn revolver capacity under this facility has decreased to $132.8 million as of December 31, 2025.

On October 7, 2025, the Company and certain of its subsidiaries entered into the first amendment to the $160 Million Revolving Credit Facility with Nordea Bank Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender) and the other lenders thereunder, to effect the redomiciliations described above under the third amendment to the $500 Million Revolving Credit Facility described above. There were no other material changes to the terms of the credit agreement.

Lease Financing Arrangements

BoComm Lease Financing Relating to Dual-Fuel LNG VLCC Newbuilds

On November 15, 2021, the Company andthree of its vessel-owning indirect subsidiaries entered into a series of sale and leaseback arrangements with entities affiliated with the Bank of Communications Limited (“BoComm”) in connection with the construction of three dual-fuel LNG VLCC newbuilds (the “BoComm Lease Financing”). BoComm’s obligation to provide funding pursuant to the terms of the sale and leaseback agreements commenced when construction began on the first vessel in November 2021. The three newbuilds were delivered to the Company on March 7, 2023, April 11, 2023, and May 24, 2023, respectively. The BoComm Lease Financing provided the funding of$244.8 million in aggregate ($81.6 million each vessel) over the course of the construction and delivery of thethree vessels. Under the lease financing arrangements, each vessel is subject to aseven-year bareboat charter commencing on delivery of each vessel at a bareboat rate of$21,700 per day, with purchase options exercisable commencing at the end of the second year.

Toshin Lease Financing

On December 7, 2021, the Company entered into lease financing arrangement with Toshin Co., Ltd (“Toshin”) for the sale and leaseback of a 2012-built MR, which was a $390 Million Facility Collateral Vessel, for a net sale price of $17.1 million (the “Toshin Lease Financing”). The transaction generated $6.9 million net proceeds, after prepaying $10.2 million of the $390 Million Facility Term Loan. The Company also incurred issuance and other debt financing costs of $0.4 million on this transaction. Under the lease financing arrangement, the vessel is subject to a 10-year fixed rate bareboat charter at a bareboat rate of $6,200 per day for the first three years, $6,000 per day for the second three years, and $5,700 per day for the last four years, with purchase options exercisable commencing at the end of the fourth year and purchase obligation at the end of the 10-year term for $1.0 million.

Hyuga Lease Financing

On January 14, 2022, the Company entered into a lease financing arrangement with Hyuga Kaiun Co., Ltd (“Hyuga”) for the sale and leaseback of a 2011-built MR, which was a $390 Million Facility Collateral Vessel, for a net sale price of $16.7 million (the “Hyuga Lease Financing”). The transaction generated net proceeds of $5.7 million, after prepaying $11.0 million of the $390 Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to anine-year bareboat charter at a bareboat rate of $6,300 per day for the first three years, $6,200 per day for the second three years, and $6,000 per day for the last three years, with purchase options exercisable commencing at the end of the fourth year and a $2.0 million purchase obligation at the end of thenine-year term.

Kaiyo Lease Financing

On April 25, 2022, the Company entered into a lease financing arrangement with Kaiyo Ltd. (“Kaiyo”) for the sale and leaseback of a 2010-built MR, which was a $390 Million Facility Collateral Vessel, for a net sale price of $15.2 million (the “Kaiyo Lease Financing”). The transaction generated net proceeds of $5.4 million, after prepaying $9.8 million of the $390 Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to aneight-year bareboat charter at a bareboat rate of $6,250 per day for the first four years, and $6,150 per day for the remaining four years, with purchase options exercisable commencing at the end of the fourth year and a $1.5 million purchase obligation at the end of theeight-year term.

Kaisha Lease Financing

On May 12, 2022, the Company entered into a lease financing arrangement with Kabushiki Kaisha (“Kaisha”) for the sale and leaseback of a 2010-built MR, which was a $525 Million Facility Collateral Vessel, for a net sale price of $15.2 million (the “Kaisha Lease Financing”). The transaction generated net proceeds of $10.6 million, after prepaying $4.6 million of the $525 Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to aneight-year bareboat charter at a bareboat rate of $6,250 per day for the first four years, and $6,150 per day for the remaining four years, with purchase options exercisable commencing at the end of the fourth year and a $1.5 million purchase obligation at the end of theeight-year term.

Extinguished Credit Facilities

Ocean Yield Lease Financing

On October 26, 2021, the Company entered into lease financing arrangements with Ocean Yield ASA for the sale and leaseback ofsix VLCCs for a total net sale price of $374.6 million (the “Ocean Yield Lease Financing”). The proceeds from the transactions, which were received on November 8, 2021, were used to prepay a $228.4 million outstanding loan balance previously collateralized by the vessels and for general corporate purposes, which included a $100.0 million voluntary prepayment on another of the Company’s outstanding credit facilities at the time. The Company incurred issuance and other debt financing costs of $3.9 million on this transaction. Under these lease financing arrangements, each of thesix VLCCs were subject to a 10-year bareboat charter with purchase options exercisable commencing at the end of the fourth year and purchase obligations at the end of the 10-year term equal to the outstanding principal balance of $82.5 million in total at that date. Charter hire under these arrangements was comprised of a fixed monthly repayment amount aggregating $2.4 million plus a variable interest component calculated based on three-month LIBOR plus a margin of 4.05%. The terms and conditions, including financial covenants, of the arrangements were in-line with those within the Company’s other debt facilities.

In April 2025, the Company tendered an irrevocable notice of its intention to exercise purchase options on thesix VLCCs that were bareboat chartered-in under this lease financing arrangements. The aggregate purchase price for thesix vessels of $257.8 million, consisted of the $257.5 million remaining debt balance and $0.3 million of other costs. The transaction closed on November 10, 2025.

ING Credit Facility

On November 12, 2021, the Company, together with its indirect subsidiaries Diamond S Shipping Inc. (together with the Company, the “Guarantors”) and NT Suez One LLC, the borrower, entered into a credit agreement for a$25 million term loan facility with ING Bank N.V., London Branch, as lender, administrative agent, collateral agent and security trustee (the “ING Credit Facility”). The ING Credit Facility was secured by a first lien on the Suezmax owned by NT Suez One LLC, a wholly owned subsidiary of the Company, along with its earnings, insurances and certain other assets. The full$25 million was drawn down on November 12, 2021 and used to repay approximately$22.0 million of outstanding and accrued interest under the maturing debt facility that previously financed the Suezmax. The Company also incurred issuance and other debt financing costs of $0.6 million on this transaction. Interest on the loan was based upon LIBOR plus a margin of 2%. The loan amortized in quarterly installments of approximately$0.5 million commencing in February 2022 and was to mature on the fifth anniversary of the borrowing date in November 2026 with a final balloon payment due at maturity in an amount equal to the remaining principal amount of the loan outstanding on that date.

On April 18, 2024, the Company prepaid the outstanding principal balance of$20.3 million and terminated the ING Credit Facility.

COSCO Lease Financing

On December 23, 2021, the Company entered into lease financing arrangements with Oriental Fleet International Company Limited (“COSCO Shipping”) for the sale and leaseback of a 2013-built Aframax and a 2014-built LR2, for a net sale price of $54.0 million in total (the “COSCO Lease Financing”). The transactions generated $19.9 million net proceeds, after prepaying $34.1 million outstanding under the credit facility these vessels collateralized. The Company also incurred issuance and other debt financing costs of $1.4 million on this transaction. Under these lease financing arrangements, each of the two vessels was subject to aseven-year bareboat charter with purchase options exercisable commencing after the end of the second year and purchase obligations at the end of theseven-year term equal to the outstanding principal balance of $18.9 million at that date. Charter hire under these arrangements is comprised of a fixed quarterly repayment amount aggregating $1.3 million plus a variable interest component calculated based on

three-month LIBOR plus a margin of 3.90%. The terms and conditions, including financial covenants, of the arrangements were in-line with those within the Company’s existing debt facilities.

In May 2023, the Company tendered notice of its intention to exercise its options to purchase thetwo vessels, which were bareboat chartered-in under the COSCO Lease Financing arrangements. The aggregate purchase price for thetwo vessels of $46.4 million, consisted of the $45.2 million remaining debt balance and $1.2 million of purchase option premiums. The transaction closed on July 3, 2023.

Debt Covenants

The Company was in compliance with the financial and non-financial covenants under all of its financing arrangements as of December 31, 2025.

The $500 Million Revolving Credit Facility, $160 Million Revolving Credit Facility, the ECA Credit Facility, and the 2030 Bonds contain customary representations, warranties, restrictions and covenants applicable to the Company, the Borrower and the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that require the Company (i) to maintain a minimum liquidity level of the greater of $50 million and 5% of the Company’s Consolidated Indebtedness; (ii) to ensure the Company’s and its consolidated subsidiaries’ Maximum Leverage Ratio will not exceed 0.65 to 1.00 under the ECA Credit Facility and 2030 Bonds or 0.60 to 1.00 under the other facilities, at any time; (iii) to ensure that Current Assets exceeds Current Liabilities (which is defined to exclude the current portion of Consolidated Indebtedness); (iv) to ensure the aggregate Fair Market Value of the Collateral Vessels will not be less than 135% of the aggregate outstanding principal amount of each facility; or not be less than 125% of the aggregate outstanding principal amount of the ECA Credit Facility; and (v) under the 2030 Bonds, have a minimum level of free liquidity in order to make permitted distributions.

The Company’s bonds and credit facilities also require it to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”); maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants and related provisions.

Interest Expense

The following table summarizes interest expense before the impact of capitalized interest, including amortization of deferred financing costs (for additional information related to deferred financing costs see Note 2, “Significant Accounting Policies”), commitment fees of $3.7 million, $3.5 million, and $2.4 million, and other administrative fees, recognized during the years ended December 31, 2025, 2024 and 2023, respectively, with respect to the Company’s debt facilities:

​​​​​​​​​​
(Dollars in thousands) · ​ · 2025 · ​ · 2024 · ​ · 2023
$750 Million Credit Facility / $500 Million Revolving Credit Facility​$4,904​$2,337​$18,351
$160 Million Revolving Credit Facility​​1,452​​2,881​​616
ECA Credit Facility​​1,220​​—​​—
2030 Bonds​​5,095​​—​​—
Vessel lease financing arrangements​​12,912​​13,878​​15,157
Extinguished credit facilities and lease financing arrangements(1)​​20,508​​30,803​​32,956
Total debt related interest expense​$46,091​$49,899​$67,080
(1)Includes interest expense (including amortization of terminated interest rate swap agreements as described in Note 7, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures”) on principal balances outstanding under the Ocean Yield Lease Financing, the ING Credit Facility, which were repaid in November 2025 and April 2024, respectively, and certain of the Company’s other debt facilities.

The following table summarizes interest paid, net of interest rate swap cash settlements, excluding deferred financing fees paid, during the years ended December 31, 2025, 2024 and 2023 with respect to the Company’s debt facilities:

​​​​​​​​​​
(Dollars in thousands) · ​ · 2025 · ​ · 2024 · ​ · 2023
$750 Million Credit Facility / $500 Million Revolving Credit Facility​$2,713​$1,800​$19,798
$160 Million Revolving Credit Facility​​983​​—​​311
ECA Credit Facility​​549​​—​​—
Vessel lease financing arrangements​​12,087​​13,017​​13,668
Extinguished credit facilities and lease financing arrangements​​20,641​​29,772​​32,650
Total debt related interest expense paid​$36,973​$44,589​$66,427

Debt Modifications, Repurchases and Extinguishments

During the year ended December 31, 2025, in connection with the prepayment of the Ocean Yield Lease Financing, the Company recognized an aggregate net loss of $1.8 million from the write-off of unamortized deferred financing costs and $0.3 million of costs paid in conjunction with this transaction.

During the year ended December 31, 2023, in connection with the prepayment and extinguishment of certain of the Company’s debt facilities, the Company recognized aggregate net losses of $4.0 million, which are included in other income in the accompanying consolidated statement of operations. The net losses principally reflect (i) a $1.7 million write-off of unamortized deferred financing costs associated with the mandatory principal prepayments of the $750 Million Facility Term Loan; (ii) $1.1 million write-off of unamortized deferred financing costs associated with the prepayment of the COSCO Lease Financing described above; and (iii) $1.2 million in purchase option premium fees paid in conjunction with the prepayment of the COSCO Lease Financing.

As of December 31, 2025, the aggregate annual principal payments required to be made on the Company’s financing arrangements are as follows:

​​​​
(Dollars in thousands) · ​ · Amount
2026​$25,788
2027​​26,997
2028​​27,982
2029​​28,979
2030​​402,617
Thereafter​​65,851
Aggregate principal payments required​$578,214

NOTE 9 — ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Accounts payable​$1,655​$5,828
Accrued payroll and benefits​​9,754​​10,167
Accrued general and administrative expenses​​3,178​​1,525
Accrued vessel expenses​​19,169​​19,835
Accrued drydock, repairs and vessel betterment costs​​8,616​​10,108
Bunkers and lubricants​​278​​1,025
Insurance​​680​​96
Due to owners on chartered in vessels​​1,233​​902
EUAs due to authorities​​9,726​​4,990
Charter revenues received in advance​​5,977​​7,834
Accrued interest expense​​5,973​​1,018
Other​​3,682​​2,936
Total accounts payable, accrued expense and other current liabilities​$69,921​$66,264

NOTE 10 —TAXES:

Income taxes are provided for using the asset and liability method, such that income taxes are recorded based on amounts refundable or payable in the current year and include the results of any differences in the basis of assets and liabilities between U.S. GAAP and tax reporting. The Company derives substantially all of its gross income from the use and operation of vessels in international commerce. A substantial portion of income earned by INSW is not subject to income tax, and no deferred taxes are provided on the temporary differences between the tax and financial statement basis of the underlying assets and liabilities for those subsidiaries not subject to income tax in their respective countries of incorporation.

Prior to September 2025, INSW’s subsidiaries that own and operate vessels were primarily domiciled in the Marshall Islands and Liberia, which do not impose income tax on offshore shipping operations. Beginning in September 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliance with evolving global tax reform regulations that are focused on the alignment of the jurisdictions in which an entity’s commercial or strategic management are performed with where its profits are realized, the Company began the process of changing the domicile of its international shipping income generating vessel-owning subsidiaries and various intermediate parent holding companies under International Seaways, Inc. (the “Bermuda Constituent Entity Group”) from the Marshall Islands and Liberia to Bermuda. This redomiciliation process was completed in December 2025, and the Company itself remains organized under the laws of the Republic of the Marshall Islands.

Bermuda enacted the Corporate Income Tax Act on December 27, 2023 (the "Bermuda CIT Act") to ensure that Bermuda (a member of the Organization for Economic Cooperation and Development [“OECD”]/G20 Inclusive Framework) is an adhering jurisdiction with respect to Pillar Two Model Rules and to mitigate against top-up tax being collected by other jurisdictions on Bermuda-realized income. The Bermuda CIT Act imposes a 15% Bermuda corporate income tax effective for fiscal years beginning on or after January 1, 2025 on Bermuda companies within a “Multinational Enterprise Group” with consolidated annual revenue of €750 million or more in two of the four previous fiscal years. Where corporate income tax is chargeable to a Bermuda Constituent Entity Group (as defined in the Bermuda CIT Act), the amount of corporate income tax chargeable for a fiscal year will be 15% of the net taxable income of the Bermuda Constituent Entity Group as determined in accordance with and subject to the adjustments set out in the Bermuda CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities). In general, income arising from international shipping is exempted from the scope of such tax to the extent that the applicable substance based requirements relating to strategic or commercial management in Bermuda are satisfied. Accordingly, in compliance with the Bermuda CIT Act and the Bermuda economic substance requirements, the strategic management of the Company’s international shipping income generating subsidiaries and their intermediate parent holding companies was carried out from Bermuda, following their redomiciliation between September and December 2025.Therefore, we expect that our income will be exempt from income taxation in Bermuda under the Bermuda CIT Act.

Under current Bermuda tax law (including the Bermuda CIT Act), there are no withholding taxes payable in Bermuda on distributions the Company may receive from its wholly-owned Bermuda constituent entities. All entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government. We will also pay annual government fees to the Bermuda government. Bermuda currently has no tax treaties in place with other countries in

relation to double-taxation or for the withholding of tax for foreign tax authorities. Bermuda has entered into a number of Tax Information Exchange Agreements with countries such as Australia, Canada, China, France, Germany, India, Japan, Mexico, UK, and the US, among others to allow for the exchange of tax-related information to combat tax evasion.

The Bermuda constituent entities will also be subject to the Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (together the “Economic Substance Framework”) following their redomiciliation. The Economic Substance Framework provides that a registered entity that carries on a relevant activity complies with economic substance requirements if (a) it is directed and managed in Bermuda, (b) its core income-generating activities (as may be prescribed) are undertaken in Bermuda with respect to the relevant activity, (c) it maintains adequate physical presence in Bermuda, (d) it has adequate full time employees in Bermuda with suitable qualifications and (e) it incurs adequate operating expenditure in Bermuda in relation to the relevant activity. A registered entity that carries on a relevant activity is obliged under the Economic Substance Framework to file a declaration in the prescribed form with the Registrar of Companies on an annual basis.

INSW, including its subsidiaries, is exempt from taxation on its U.S. source shipping income under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations. INSW qualified for this exemption because its common shares were treated as primarily and regularly traded on an established securities market in the United States or another qualified country and for more than half of the days in the taxable year ended December 31, 2025, less than 50 percent of the total vote and value of the Company’s stock was held in the aggregate by one or more shareholders who each owned 5% or more of the vote and value of the Company’s stock. Beginning in 2026, to the extent INSW is unable to qualify for exemption from tax under Section 883, INSW will be subject to U.S. federal taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. will be considered to be 50% derived from sources within the U.S. Shipping income attributable to transportation that both begins and ends in the U.S. will be considered to be 100% derived from sources within the U.S. INSW does not engage in transportation that gives rise to 100% U.S. source income. Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the U.S. Shipping income derived from sources outside the U.S. will not be subject to any U.S. federal income tax. INSW’s vessels operate in various parts of the world, including to or from U.S. ports. There can be no assurance that INSW will continue to qualify for the Section 883 exemption.

The Marshall Islands and Liberia impose tonnage taxes, which are assessed on the tonnage of certain of the Company’s vessels. These tonnage taxes are included in vessel expenses in the accompanying consolidated statements of operations.

The components of the income tax benefit/(provision) are as follows:

​​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023​
Current​$411​$1,084​$(3,878)​
Deferred​​—​​—​​—​
Income tax benefit/(provision)​$411​$1,084​$(3,878)​

Included in the Company's current income tax benefit/(provision) are benefits and provisions for uncertain tax positions relating to freight taxes in various tax jurisdictions. The Company reviews its freight tax obligations on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly. During 2025, the Company decreased its reserve for uncertain tax liabilities for these jurisdictions by $0.4 million. The Company does not presently anticipate that its provisions for these uncertain tax

positions will significantly increase in the next 12 months; however, this is dependent on the jurisdictions in which vessel trading activity occurs.

The differences between income taxes expected at the Marshall Islands statutory income tax rate of zero percent and the reported income tax (benefit)/provision are summarized as follows:

​​​​​​​​​​​​​​​​
For the Year ended December 31, · ​ · ​ · 2025 · ​ · ​ · ​ · 2024 · ​ · ​ · 2023
​​​AmountPercent​​​AmountPercent​​​AmountPercent​
Income before income taxes​$308,850-%​$415,640-%​$560,324-%
​​​​​​​​​​​​​​​​
Expected tax expense and Marshall Island statutory tax rate​​--%​​--%​​--%
​​​​​​​​​​​​​​​​
Foreign tax effects​​​​​​​​​​​​​​​
United Kingdom (UK)​​​​​​​​​​​​​​​
Statutory tax rate difference between UK and Marshall Island​​--%​​4230.10%​​200.00%
Change in valuation allowances​​--%​​(423)(0.10)%​​(20)(0.00)%
​​​​​​​​​​​​​​​​
Changes in unrecognized tax (benefit)/provision​​(411)(0.13)%​​(1,084)(0.26)%​​3,8780.69%
​​​​​​​​​​​​​​​​
Effective income tax​$(411)(0.13)%​$(1,084)(0.26)%​$3,8780.69%

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (excluding interest and penalties) of $3.2 million and $3.4 million as of December 31, 2025 and 2024, respectively, which are included in other current and other non-current liabilities in the consolidated balance sheets:** **

​​​​​​​
(Dollars in thousands) · ​ · 2025 · ​ · 2024
Balance of unrecognized tax benefits as of January 1,​$3,412​$4,521
Increases for positions taken in current year​​308​​249
Decreases for positions taken in prior years​​(518)​​(1,358)
Balance of unrecognized tax benefits as of December 31,​$3,202​$3,412

The Company records interest on unrecognized tax benefits in its provision for income taxes. Accrued interest is included in other liabilities in the consolidated balance sheets. The Company had a total liability for interest of $0.8 million and $1.0 million as of December 31, 2025 and 2024, respectively.

NOTE 11 — CAPITAL STOCK AND STOCK COMPENSATION:

Rights Agreement

On May 8, 2022, the Company entered into a shareholder rights plan in the form of a Rights Agreement (the “Rights Agreement”), dated as of May 8, 2022, between the Company and Computershare Trust Company, N.A., as rights agent. The Rights Agreement was approved by the Company’s Board of Directors. In connection with the Rights Agreement, the Company’s Board of Directors authorized and declared a dividend distribution ofone right (a “Right”) for each outstanding share of common stock, no par value, of the Company. The dividend was payable on May 19, 2022 to stockholders of record at the close of business on such date. While the Rights Agreement was effective immediately, the Rights would become exercisable only if a person or group acquired beneficial ownership, as defined in the Rights Agreement, of 17.5% or more of the Company’s common stock in a transaction not approved by the Company's Board of Directors. In that situation, each holder of a Right (other than the acquiring person or group) would have the right to purchase, upon payment of the then-current exercise price, a number of shares of Company common stock having a market value of twice the exercise price of the Right. In addition, at any time after a person or group acquired 17.5% or more of the

Company’s common stock (unless such person or group acquires 50% or more), the Company’s Board of Directors could exchangeone share of the Company’s common stock for each outstanding Right (other than Rights owned by such person or group, which would have become null and void). The expiry date of the Rights Agreement was May 7, 2023.

On April 11, 2023, the Company’s Board of Directors approved the Amended and Restated the Rights Agreement (the “A&R Rights Agreement”), which amends and restates the Rights Agreement dated as of May 8, 2022. The A&R Rights Agreement implements substantially the same features and protective measures of the Rights Agreements and includes the following revised or additional provisions:

(i)extends the expiration date from May 7, 2023 to April 10, 2026;

(ii)increases the “Acquiring Person” trigger threshold from 17.5% to 20%;

(iii)increases the “Purchase Price” from$25 to$50; and

(iv)includes a qualifying offer provision with a shareholder redemption feature.

The Company’s Board of Directors adopted the Rights Agreement and the A&R Rights Agreement to enable all stockholders of the Company to realize the full potential value of their investment in the Company. The A&R Rights Agreement is designed to prevent any individual stockholder or group of stockholders from gaining control of the Company through open market accumulation without paying a control premium to all stockholders or by otherwise disadvantaging other stockholders. The A&R Rights Agreement is not intended to prevent a takeover or deter fair offers for securities of the Company that deliver value to all stockholders on an equal basis. It is designed, instead, to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.

Shares of Common Stock

The following table shows the changes in shares of common stock for 2025, 2024, and 2023:

​​​​​​​
​​2025​2024​2023
Common stock outstanding at beginning​49,194,458​48,925,562​49,120,648
Common stock issued - vessel acquisitions​—​623,778​—
Restricted common stock issued - non-executive directors​28,072​21,818​26,878
Common stock issued - vesting or exercise of share-based compensation​371,381​283,537​291,813
Common stock withheld for employee taxes​(189,833)​(158,591)​(147,294)
Common stock repurchased​—​(501,646)​(366,483)
Common stock outstanding at ending​49,404,078​49,194,458​48,925,562

Share Repurchases

The Company has had a stock repurchase program since 2017. Under the program, the Company can opportunistically repurchase shares of the Company’s common stock (up to the authorized program limits) from time to time, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determined was in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company are not eligible for repurchase under this program without further authorization from the Board.

No stock repurchases were made during the year ended December 31, 2025 other than shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stock units or the exercise of stock options held by employees and certain members of management. The following is a summary of the purchases, excluding commissions, made under the Company’s stock repurchase program during the two years ended December 31, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Year-ended December 31, · Total shares repurchased · ​ · ​ · Average Price per share · ​ · ​ · Total Cost (In thousands)
2024501,646​$49.81​$24,985
2023366,483​$38.03​$13,937

In October 2025, the Company’s Board of Directors authorized the extension of the expiry date of its$50.0 million share repurchase program from December 31, 2025 to December 31, 2026.

In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased 189,833,158,591 and 147,294 shares of common stock during the years ended December 31, 2025, 2024 and 2023, respectively, at an average cost of $36.78, $53.42 and $44.09 per share, respectively (based on the market prices on the dates of vesting or option exercise), from employees, including certain members of management to cover withholding taxes and the cost of options exercised.

Share-based Compensation

The Company accounts for stock compensation expense in accordance with the fair value based methods required by ASC 718,Compensation – Stock Compensation. Such fair value based methods require share based payment transactions to be measured based on the fair value of the equity instruments issued. Compensation expense is recognized over the vesting period applicable to each grant, using the straight-line method.

Effective November 18, 2016, INSW adopted incentive compensation plans (the “Incentive Plans” as further described below) in order to facilitate the grant of equity and cash incentives to directors, employees, including executive officers and consultants of the Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success. INSW reserved 2,000,000 shares for issuance under its management incentive plan and 400,000 shares for issuance under its non-employee director incentive compensation plan. Effective June 22, 2020, INSW adopted new Incentive Plans and reserved an additional 1,400,000 shares for issuance under its management incentive plan and 400,000 shares for issuance under its non-employee director incentive compensation plan.

Effective June 23, 2025, INSW adopted a new management incentive plan and reserved an additional 1,300,000 shares for issuance under the plan.

Information and activity with respect to restricted common stock, restricted stock units, and stock options under INSW compensation plans is summarized as follows:

​​​​​​​​​​​
Activity for the three years ended December 31, 2025​Total​Restricted Common Stock​Time-based Restricted Stock Units​Performance-based Restricted Stock Units​Stock Options
Share-based Compensation Awards Outstanding at December 31, 2022​920,648​49,301​411,564​189,533​270,250
Grants​132,658​26,878​52,890​52,890​—
PRSU Adjustments for above target achievement​16,233​—​—​16,233​—
PRSU Cancellations for below target achievement​(3,641)​—​—​(3,641)​—
Forfeitures​—​—​—​—​—
Stock options exercised(1)​(30,654)​—​—​—​(30,654)
Restricted shares, RSUs and PRSUs Vested ($19.63 - $43.05 per share)(1)​(311,004)​(46,660)​(186,809)​(77,535)​—
Share-based Compensation Awards Outstanding at December 31, 2023​724,240​29,519​277,645​177,480​239,596
Grants​151,974​21,818​82,076​48,080​—
PRSU Adjustments for above target achievement​31,144​—​—​31,144​—
PRSU Cancellations for below target achievement​—​—​—​—​—
Forfeitures​—​—​—​—​—
Stock options exercised(1)​(65,179)​—​—​—​(65,179)
Restricted Shares, RSUs and PRSUs Vested ($19.63 - $51.37 per share)(1)​(330,186)​(33,629)​(140,823)​(155,734)​—
Share-based Compensation Awards Outstanding at December 31, 2024​511,993​17,708​218,898​100,970​174,417
Grants​273,877​28,072​138,037​107,768​—
PRSU Adjustments for above target achievement​16,521​—​—​16,521​—
PRSU Cancellations for below target achievement​—​—​—​—​—
Forfeitures​—​—​—​—​—
Stock options exercised(1)​(46,437)​—​—​—​(46,437)
Restricted Shares, RSUs and PRSUs Vested ($19.63 - $57.17 per share)(1)​(256,329)​(17,708)​(169,210)​(69,411)​—
Share-based Compensation Awards Outstanding at December 31, 2025​499,625​28,072​187,725​155,848​127,980
(1)Includes 189,833 (2025), 158,591 (2024) and 147,294 (2023) shares of common stock sold back to the Company by employees to cover withholding taxes and the cost of options exercised.

Compensation expense with respect to restricted common stock and restricted stock units outstanding for the years ended December 31, 2025, 2024 and 2023 was $8.7 million, $8.9 million and $7.9 million, respectively. Compensation expense relating to stock options for the years ended December 31, 2025, 2024 and 2023 was nil, $0.1 million, and $0.6 million, respectively.

As of December 31, 2025, there was $8.8 million of unrecognized compensation cost related to INSW nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.84 years.

Director Compensation – Restricted Common Stock

INSW awarded a total of 28,072,21,818 and 26,878 restricted common stock shares during the years ended December 31, 2025, 2024 and 2023, respectively, to its non-employee directors. The weighted average fair value of INSW’s stock on the measurement date of such awards was $37.04 (2025), $55.40 (2024) and $37.94 (2023) per share. Such restricted shares awards vest in full on the earlier of the next annual meeting of the stockholders or grant anniversary date, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting date, a holder of restricted share awards has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally.

Management Compensation

(i) Restricted Stock Units

During the years ended December 31, 2025, 2024 and 2023, the Company awarded 138,037,82,076 and 52,890 time-based restricted stock units (“RSUs”) to certain of its employees, including senior officers, respectively. The average grant date fair value of these awards was $35.31 (2025), $52.99 (2024) and $51.37 (2023) per RSU. Each RSU represents a contingent right to receiveone share of INSW common stock upon vesting. All of the RSUs awarded in 2023 and 2025 and 48,078 of the RSUs awarded in 2024 will vest in equal installments on each of the first three anniversaries of their grant dates and 33,998 of the RSUs awarded in 2024 cliff vested in October 2025 at the end of an 18-month vesting period.

RSUs may not be transferred, pledged, assigned or otherwise encumbered until they are settled. Settlement of vested RSUs may be in either shares of common stock or cash, as determined at the discretion of the Human Resources and Compensation Committee and shall occur as soon as practicable after the vesting date. If the RSUs are settled in shares of common stock, following the settlement of such shares, the grantee will be the record owner of the shares of common stock and will have all the rights of a shareholder of the Company, including the right to vote such shares and the right to receive dividends paid with respect to such shares of common stock. RSUs which have not become vested as of the date of a grantee’s termination from the Company will be forfeited without the payment of any consideration, unless otherwise provided for.

During the years ended December 31, 2025, 2024 and 2023, the Company awarded 107,768,48,080 and 52,890, respectively, performance-based RSUs to its senior officers and employees. The weighted average grant date fair value of the awards with performance conditions was determined to be$34.18 (2025),$52.57 (2024) and$51.37 (2023) per RSU. The weighted average grant date fair value of the TSR (as defined below) based performance awards, which have a market condition, was estimated using a Monte Carlo probability model and determined to be$26.51 (2025),$41.08 (2024) and$53.65 (2023) per RSU. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i)one-half of the target RSUs shall vest on the third fiscal year end date following the grant date, subject to INSW’s return on invested capital (“ROIC”) performance in thethree-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (ii)one-half of the target RSUs shall vest on the third fiscal year end date following the grant date, subject to INSW’sthree-year total shareholder return (“TSR”) performance relative to that of a performance peer group over athree-year performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15 th of the year following the vesting date. The TSR Target

and the ROIC Target in the 2023 award were achieved at a payout of 112.5% and 150%, respectively, of target as of the performance period end date of December 31, 2025.

Settlement of the vested INSW performance-based RSUs may be in either shares of common stock or cash, as determined by the Human Resources and Compensation Committee in its discretion, and shall occur as soon as practicable after the vesting date.

(ii) Stock Options

There were no stock options granted during 2025, 2024 and 2023. The outstanding stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock option but only within such period of time ending on the earlier to occur of (i) the 90 th day ending after the option recipient’s employment terminated and (ii) the expiration of the options, provided that if the Optionee’s employment terminates for death or disability the vested portion of the option may be exercised until the earlier of (i) the first anniversary of employment termination and (ii) the expiration date of the options.

The weighted average remaining contractual life of the outstanding and exercisable stock options at December 31, 2025 was 4.51 years. The range of exercise prices of the stock options outstanding and exercisable at December 31, 2025 was between $17.21 and $21.93 per share. The weighted average exercise price of the stock options outstanding andexercisable at December 31, 2025 was $20.59. The aggregate intrinsic value of the INSW stock options outstanding and exercisable at December 31, 2025 was $3.6 million.

Dividends

During the year ended December 31, 2025, the Company paid regular quarterly and supplemental cash dividends totaling $144.6 million or $2.93 per share declared by the Company’s Board of Directors as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Declaration Date · Record Date · Payment Date · ​ · ​ · Regular Quarterly Dividend per Share · ​ · ​ · Supplemental Dividend per Share · ​ · ​ · Total Dividends Declared(Dollars in Thousands)
February 26, 2025March 14, 2025March 28, 2025​$0.12​$0.58​$34,495
May 7, 2025June 12, 2025June 26, 2025​$0.12​$0.48​$29,620
August 5, 2025September 10, 2025September 24, 2025​$0.12​$0.65​$38,012
November 5, 2025December 9, 2025December 23, 2025​$0.12​$0.74​$42,484

On February 25, 2026, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and asupplemental dividend of $2.03 pershare of common stock. Both dividends will be paid on March 30, 2026 to shareholders of record at the close of business on March 20, 2026.

During the year ended December 31, 2024, the Company paid regular quarterly and supplemental cash dividends totaling $284.4 million or $5.77 per share declared by the Company’s Board of Directors as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Declaration Date · Record Date · Payment Date · ​ · ​ · Regular Quarterly Dividend per Share · ​ · ​ · Supplemental Dividend per Share · ​ · ​ · Total Dividends Declared(Dollars in Thousands)
February 28, 2024March 14, 2024March 28, 2024​$0.12​$1.20​$64,665
May 7, 2024June 12, 2024June 26, 2024​$0.12​$1.63​$86,930
August 6, 2024September 11, 2024September 25, 2024​$0.12​$1.38​$73,789
November 6, 2024December 13, 2024December 27, 2024​$0.12​$1.08​$59,031

During the year ended December 31, 2023, the Company paid regular quarterly and supplemental cash dividends totaling $308.2 million or $6.29 per share declared by the Company’s Board of Directors as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Declaration Date · Record Date · Payment Date · ​ · ​ · Regular Quarterly Dividend per Share · ​ · ​ · Supplemental Dividend per Share · ​ · ​ · Total Dividends Declared(Dollars in Thousands)
February 27, 2023March 14, 2023March 28, 2023​$0.12​$1.88​$98,321
May 4, 2023June 14, 2023June 28, 2023​$0.12​$1.50​$79,259
August 8, 2023September 13, 2023September 27, 2023​$0.12​$1.30​$69,428
November 6, 2023December 13, 2023December 27, 2023​$0.12​$1.13​$61,157

NOTE 12 —ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS):

The components of accumulated other comprehensive income/(loss), net of related taxes, in the consolidated balance sheets follow:

​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Unrealized gains on derivative instruments​$2,093​$5,176
Items not yet recognized as a component of net periodic benefit cost (pension plans)​​(12,933)​​(13,037)
​​$(10,840)​$(7,861)

The following tables present the changes in the balances of each component of accumulated other comprehensive income/(loss), net of related taxes, for the three years ended December 31, 2025.

​​​​​​​​​​
(Dollars in thousands) · ​ · Unrealized gains/(losses) on cash flow hedges · ​ · Items not yet recognized as a component of net periodic benefit cost (pension plans) · ​ · Total
Balance at December 31, 2022​$16,912​$(9,948)​$6,964
Current period change, excluding amounts reclassified from​​​​​​​​​
accumulated other comprehensive income/(loss)​​3,187​​(1,043)​​2,144
Amounts reclassified from accumulated other comprehensive income/(loss)​​(10,750)​​579​​(10,171)
Balance at December 31, 2023​​9,349​​(10,412)​​(1,063)
Current period change, excluding amounts reclassified from​​​​​​​​​
accumulated other comprehensive income/(loss)​​3,532​​(2,625)​​907
Amounts reclassified from accumulated other comprehensive income/(loss)​​(7,705)​​—​​(7,705)
Balance at December 31, 2024​​5,176​​(13,037)​​(7,861)
Current period change, excluding amounts reclassified from​​​​​​​​​
accumulated other comprehensive income/(loss)​​104​​(931)​​(827)
Amounts reclassified from accumulated other comprehensive income/(loss)​​(3,187)​​1,035​​(2,152)
Balance at December 31, 2025​$2,093​$(12,933)​$(10,840)

The following table presents information with respect to amounts reclassified out of accumulated other comprehensive income/(loss) for the three years ended December 31, 2025.

​​​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023​Statement of Operations Line Item
Reclassifications of (gains)/losses on cash flow hedges:​​​​​​​​​​​
Interest rate swaps entered into by the Company's subsidiaries​$(2,575)​$(6,885)​$(8,601)​Interest expense
​​​​​​​​​​​​
Reclassifications of (gains)/losses on discontinued hedging instruments​​​​​​​​​​​
Interest rate swap entered into by the Company's subsidiaries​​(612)​​(820)​​(2,149)​Interest expense
​​​​​​​​​​​​
Items not yet recognized as a component of net periodic benefit cost​​​​​​​​​​​
(pension plans):​​​​​​​​​​​
Net periodic benefit costs associated with pension and​​​​​​​​​​​
postretirement benefit plans​​1,035​​—​​579​Other expense
Total before and net of tax​$(2,152)​$(7,705)​$(10,171)​​

The following amounts are included in accumulated other comprehensive income/(loss) at December 31, 2025, which have not yet been recognized in net periodic cost: unrecognized prior service costs of $1.0 million ($0.7 million net of tax) and unrecognized actuarial losses of $13.7 million ($12.3 million net of tax). The Company’s wholly owned U.K. subsidiary was liquidated in 2024, and all deferred taxes and valuation allowances associated with the entity were derecognized. The defined benefit pension plan obligation and assets of the U.K. subsidiary remain with the Company and in accordance with relevant accounting guidance, the tax effects remaining in accumulated other comprehensive loss will not be reclassified to earnings until the pension plan is settled, as further described in Note 15, “Pension and Other Postretirement Benefit Plans.”

At December 31, 2025, the Company expects that it will reclassify $1.4 million (gross and net of tax) of net gain on active and terminated derivative instruments from accumulated other comprehensive income/(loss) to earnings during the next twelve months due to the interest rate swaps held by the Company.

See Note 7, “Fair Value of Financial Instruments, Derivatives and Fair Value,” for additional disclosures relating to derivative instruments.

NOTE 13 — REVENUE:

Revenue Recognition

The majority of the Company’s contracts for pool revenues, time and bareboat charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are short term which are cancellable with up to 90 days' notice. As of December 31, 2025, the Company is a party to time charter out contracts with customers onthree VLCCs, two Suezmaxes, one Aframax, one LR2, andsix MRs with expiry dates ranging from March 2026 to April 2030. The Company’s contracts with customers for voyage charters are short term and vary in length based upon the duration of each voyage. Lease revenue for non-variable lease payments is recognized over the lease term on a straight-line basis and lease revenue for variable lease payments (e.g., demurrage) are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding revenue recognition for leases.

Lightering services provided by the Company’s Crude Tanker Lightering Business and voyage charter contracts that do not meet the definition of a lease are accounted for as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding service revenue recognition and costs to obtain or fulfill a contract.

The following table presents the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three years ended December 31, 2025:

​​​​​​​​​​
​ · ​ · Crude · ​ · Product · ​ · ​ · ​
(Dollars in thousands) · ​ · Tankers · ​ · Carriers · ​ · Totals
2025​​​​​​​​​
Revenues from leases​​​​​​​​​
Pool revenues​$321,595​$320,190​$641,785
Time and bareboat charter revenues​​81,203​​76,377​​157,580
Voyage charter revenues from non-variable lease payments​​337​​7,124​​7,461
Revenues from services​​​​​​​​​
Voyage charter revenues from lightering services​​36,476​​—​​36,476
Total shipping revenues​$439,611​$403,691​$843,302
2024​​​​​​​​​
Revenues from leases​​​​​​​​​
Pool revenues​$314,018​$435,146​$749,164
Time and bareboat charter revenues​​77,420​​59,699​​137,119
Voyage charter revenues from non-variable lease payments​​4,983​​5,417​​10,400
Revenues from services​​​​​​​​​
Voyage charter revenues from lightering services​​54,930​​—​​54,930
Total shipping revenues​$451,351​$500,262​$951,613
2023​​​​​​​​​
Revenues from leases​​​​​​​​​
Pool revenues​$399,904​$505,904​$905,808
Time and bareboat charter revenues​​67,883​​28,661​​96,544
Voyage charter revenues from non-variable lease payments​​7,860​​12,688​​20,548
Voyage charter revenues from variable lease payments​​66​​516​​582
Revenues from services​​​​​​​​​
Voyage charter revenues from lightering services​​48,293​​—​​48,293
Total shipping revenues​$524,006​$547,769​$1,071,775

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606. Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.

​​​​​​​​​​
(Dollars in thousands) · ​ · Voyage receivables - Billed receivables · ​ · Contract assets (Unbilled voyage receivables) · ​ · Contract liabilities (Deferred revenues and off hires)
Opening balance as of January 1, 2025​$4,086​$258​$—
Closing balance as of December 31, 2025​​2,622​​—​​—

We receive payments from customers based on the schedule established in our contracts. Contract assets relate to our conditional right to consideration for our completed performance obligations under contracts and decrease when the right to consideration becomes unconditional or payments are received. Contract liabilities include payments received in advance of performance under contracts and are recognized when performance under the respective contract has been completed. Deferred revenues allocated to unsatisfied performance obligations will be recognized over time as the services are performed.

Performance Obligations

All of the Company’s performance obligations, and associated revenue, are generally transferred to customers over time. The expected duration of services is less than one year. There wereno material adjustments to revenues from performance obligations satisfied in previous periods recognized during the years ended December 31, 2025, 2024 and 2023.

Costs to Obtain or Fulfill a Contract

As of December 31, 2025, there wereno unamortized deferred costs of obtaining or fulfilling a contract.

European Union’s Emissions Trading System

Commencing January 1, 2024, the European Union’s Emissions Trading System (“EU ETS”) was extended to cover Carbon dioxide (“CO2”) emissions from ships over 5,000 gross tons entering EU ports. The EU ETS covers (a) 50% of emissions from voyages either starting in or ending in an EU port, and (b) 100% of emissions from voyages between two EU ports or emissions generated while a ship is within an EU port.

Shipping companies will have to surrender EU ETS emissions allowances (“EUA”) for each ton of reported CO2 emissions in the scope of the EU ETS. There is a phase-in period for the regulations, as allowances will have to be submitted for 40% of 2024 emissions, 70% of 2025 emissions and 100% of emissions for 2026 and subsequent years. Beginning in 2026, the scope of the EU ETS will also be expanded to include Methane (“CH4”) and Nitrous oxide (“N2O”).

EUAs are valued based upon a market approach utilizing prices published on an EUA market index. The value of the EUAs to be provided to the Company pursuant to the terms of its agreements with the charterers of its vessels and the commercial pools in which it participates is included in shipping revenues in the consolidated statements of operations. The value of the EUA obligations incurred by the Company under the EU ETS while its vessels are on-hire is included in voyage expenses, or in vessel expenses while its vessels are off-hire, in the consolidated statements of operations.

EUAs held by the Company are intended to be used to settle its EUA obligations and are accounted for as intangible assets. As of December 31, 2025, the value of EUAs held by the Company relating to 2025 emissions that required to be surrendered to the EU authorities in September 2026 is approximately $1.3 million and is included in other current assets in the consolidated balance sheet. The Company did not hold any EUAs as of December 31,2024.

The following table presents the components of the non-cash revenues and expenses recognized for EUAs earned and incurred during the two years ended December 31, 2025:

​​​​​​​
(Dollars in thousands)​​2025​​2024
Pool revenues​$8,440​$3,493
Time charter revenues​​2,372​​1,497
Total shipping revenues​$10,812​$4,990
​​​​​​​
Voyage expenses​$10,812​$4,990

The value of EUAs due to the Company from its charterers or commercial pools in which it participates is $8.4 million as of December 31, 2025 and is included in other receivables in the condensed consolidated balance sheet. The value of the EUAs the Company is obligated to surrender to the EU authorities is $9.7 million as of December 31, 2025 and is included in other current liabilities in the consolidated balance sheet.

NOTE 14 — LEASES:

As permitted under ASC 842, the Company has elected not to apply the provisions of ASC 842 to short term leases, which include: (i) tanker vessels chartered-in where the duration of the charter was one year or less at inception; (ii)workboats employed in the Crude Tankers Lightering business which have a noncancelable lease term of 12-months or less; and (iii) short term leases of office space.

Contracts under which the Company is a Lessee

The Company currently hastwo major categories of leases – chartered-in vessels and leased office space. The expenses recognized during the three years ended December 31, 2025 for the lease component of these leases are as follows:

​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023
Operating lease cost​​​​​​​​​
Vessel assets​​​​​​​​​
Charter hire expenses​$14,180​$11,977​$6,192
​​​​​​​​​​
Finance lease cost​​​​​​​​​
Vessel assets​​​​​​​​​
Amortization of right-of-use assets​​—​​—​​731
Interest on lease liabilities​​—​​—​​124
​​​​​​​​​​
Office space​​​​​​​​​
General and administrative​​908​​904​​869
Voyage expenses​​122​​180​​180
​​​​​​​​​​
Short-term lease cost​​​​​​​​​
Vessel assets (1)​​​​​​​​​
Charter hire expenses​​5,144​​4,784​​18,679
Total lease cost​$20,354​$17,845​$26,775
(1)Excludes vessels and workboats spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $1.5 million, $4.0 million and $2.1 million for the years ended December 31, 2025, 2024 and 2023, respectively, including both lease and non-lease components.

Supplemental cash flow information related to leases was as follows:

​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023
Cash paid for amounts included in the measurement of lease liabilities​​​​​​​​​
Operating cash flows used for operating leases​$15,394​$13,240​$6,028
Finance cash flows used for finance leases​​—​​—​​42,284

Supplemental balance sheet information related to leases was as follows:

​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Operating lease right-of-use assets​$7,220​$21,229
​​​​​​​
Current portion of operating lease liabilities​$(3,182)​$(14,617)
Long-term operating lease liabilities​​(5,954)​​(8,715)
Total operating lease liabilities​$(9,136)​$(23,332)
​​​​​​​
Weighted average remaining lease term - operating leases​​5.62 years​​3.37 years
Weighted average discount rate - operating leases​​4.77%​​5.51%
1.Charters-in of vessel assets:

As of December 31, 2025, the Company has acommitment to time charter-in one LR1 through March 2026. The minimum lease liabilities and related number of operating days under this operating lease as of December 31, 2025 are as follows:

Time Charters-in

​​​​​​
(Dollars in thousands) · ​ · Amount · ​ · Operating Days
2026​$1,948​72
Total lease payments (lease component only)​​1,948​72
less imputed interest​​(6)​​
Total operating lease liabilities​$1,942​​
2.Office space:

The Company has operating leases for office space. These leases have expiry dates ranging from November 2026 to May 2033.

Payments of lease liabilities for office space as of December 31, 2025 are as follows:

​​​​
(Dollars in thousands)​​Amount
2026​$1,297
2027​​1,250
2028​​1,077
2029​​1,077
2030​​1,077
Thereafter​​2,602
Total lease payments​​8,380
less imputed interest​​(1,186)
Total operating lease liabilities​$7,194

Contracts under which the Company is a Lessor

See Note 13, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under ASC 842.

The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters forthree VLCCs, two Suezmaxes, one Aframax, one LR2, andsix MRs and the related revenue days as of December 31, 2025 are as follows:

​​​​​​
(Dollars in thousands) · ​ · Amount · ​ · Revenue Days
2026​$95,129​3,120
2027​​39,433​1,259
2028​​34,038​1,098
2029​​33,945​1,095
2030​​7,068​228
Future minimum revenues​$209,612​6,800

Future minimum contracted revenues do not include the Company’s share of time charters entered into by the pools in which it participates or profit-sharing above the base rate on the dual-fuel LNG VLCCs. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum

future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

NOTE 15 —PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS:

Defined Benefit Pension Plan

In September 2024, the Company contributed $3.6 million into the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Plan”) to allow the Trustee of the Plan to purchase a $21.0 million insurance contract tailored to match the full value of future Plan benefits payable from the Plan. In this arrangement, the Company’s pension benefit obligation and related risks and rewards are not transferred to the insurance company, and as a result, the Company continues to be responsible for paying the benefits. However, this arrangement generally constitutes an economic settlement of the liability by eliminating relevant risks associated with changes to the obligation, including investment, interest rate and longevity risk. The contract is accounted for as a plan asset in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. As this arrangement does not qualify for settlement accounting under ASC 715, Compensation – Retirement Benefits, the corresponding obligation is netted against the plan asset in the accompanying consolidated balance sheet.

The Company expects the benefits due to the participants under the Plan to be transferred to the insurance company after the completion of their standard review of the Plan’s underlying data in approximately twenty-four months (i.e., December 2027) with minimal or no additional cost to the Company. At such time, the Company believes the arrangement will qualify for settlement accounting.

Information with respect to the Plan for which INSW uses a December 31 measurement date, is as follows:

​​​​​​​
(Dollars in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Change in benefit obligation:​​​​​​
Benefit obligation at beginning of year​$18,720​$17,876
Interest cost on benefit obligation​​812​​797
Actuarial losses​​598​​1,233
Benefits paid​​(1,356)​​(890)
Foreign exchange losses/(gains)​​1,365​​(296)
Benefit obligation at year end​​20,139​​18,720
​​​​​​​
Change in plan assets:​​​​​​
Fair value of plan assets at beginning of year​​18,679​​17,703
Actual return on plan assets​​1,367​​(1,373)
Employer contributions​​—​​3,649
Benefits paid​​(1,356)​​(890)
Foreign exchange gains/(losses)​​1,361​​(410)
Fair value of plan assets at year end​​20,051​​18,679
Unfunded status at December 31​$(88)​$(41)

The unfunded benefit obligation for the pension plan included in other liabilities in the accompanying consolidated balance sheets, represents the actuarial estimate of the portion of the pension plan benefit obligation that is not covered by the insurance contract purchased by the Plan. At the completion of the insurance company’s standard review of the underlying data, an additional premium cost may be incurred to cover this benefit obligation but as discussed above, such additional cost is expected to be minimal.

Information for net periodic benefit cost for the three years ended December 31, 2025 follows:

​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023
Components of expense:​​​​​​​​​
Interest cost on benefit obligation​$812​$797​$827
Expected return on plan assets​​(811)​​(914)​​(1,080)
Amortization of prior-service costs​​78​​76​​74
Recognized net actuarial loss​​955​​664​​506
Net periodic benefit cost​$1,034​$623​$327

Unrecognized actuarial losses will continue to be amortized over a period of 13 years, which represents the term to retirement of the youngest member of the Plan, until the benefits due to the participants under the Plan are formally transferred to the insurance company.

The weighted-average assumptions used to determine benefit obligations follow:

​​​​​​​
​ · ​ · December 31, 2025 · ​ · December 31, 2024
Discount rate​​4.45%​​4.27%

The selection of a single discount rate for the defined benefit plan was derived from bond yield curves, which the Company believed as of such dates to be appropriate for the plan, reflecting the length of the liabilities and the yields obtainable on investment grade bonds. The assumption for a long-term rate of return on assets was based on a weighted average of rates of return on the investment sectors in which the assets are invested.

The weighted-average assumptions used to determine net periodic benefit costs follow:

​​​​​​​​​​
​​​2025​​2024​​2023
Discount rate​​4.27%​​4.55%​​4.90%
Expected (long-term) return on plan assets​​4.27%​​4.90%​​6.37%
Rate of future compensation increases​​-​​-​​-

Expected benefit payments are as follows:

​​​​
(Dollars in thousands) · ​ · Pension benefits
2026​$1,166
2027​​1,211
2028​​1,242
2029​​1,293
2030​​1,332
Years 2031-2035​​6,871
​​$13,115

The fair values of the Company’s pension plan assets at December 31, 2025, by asset category are as follows:

​​​​​​​​​​
(Dollars in thousands) · ​ · Fair Value · ​ · Level 1 · ​ · Level 3 (1)
Cash and cash equivalents​$68​$68​$—
Insured assets​​19,983​​—​​19,983
Total​$20,051​$68​$19,983
(1)The insured assets as of December 31, 2025 were measured using assumptions consistent with those used to measure the Plan liability as of December 31, 2025.

Multi-Employer Plans

The Merchant Navy Officers Pension Fund (“MNOPF”) is a multi-employer defined benefit pension plan covering British crew members that served as officers on board INSW’s vessels (as well as vessels of other owners). The Trustees of the MNOPF have indicated that, under the terms of the High Court ruling in 2005, which established the liability of past employers to fund the deficit on the Post 1978 section of MNOPF, calls for further contributions may be required if additional actuarial deficits arise or if other employers liable for contributions are not able to pay their share in the future. On July 11, 2024, the Company and the Trustees of the MNOPF entered into an agreement pursuant to which the Company paid $0.1 million and the Trustees of the MNOPF agreed not to seek any future contributions from the Company.

The Merchant Navy Ratings Pension Fund (“MNRPF”) is a multi-employer defined benefit pension plan covering British crew members that served as ratings (seamen) on board INSW’s vessels (as well as vessels of other owners) more than 20 years ago. Based on a High Court ruling in 2015, the Trustees of the MNRPF levied assessments to recover the significant deficit in the plan from participating employers. Participating employers include current employers, historic employers that have made voluntary contributions, and historic employers such as INSW that have made no deficit contributions. In September 2024, the Company entered into an agreement with the Trustees of the MNRPF to release the Company from any future obligation to fund deficits in the plan in exchange for the Company’s payment of $0.8 million.

The Company also made payments totaling $0.1 million in 2024 to reimburse the Trustees of the MNOPF and MNRPF for costs incurred in connection with the agreements entered into with the Company.

Defined Contribution Plans

The Company has defined contribution plans covering all eligible shore-based employees. Contributions are limited to amounts allowable for income tax purposes and include employer matching contributions to the plans. All contributions to the plans are at the discretion of the Company or as mandated by statutory laws. The employer matching contributions to the plans during each of the years ended December 31, 2025, 2024 and 2023 were $0.8 million, $0.8 million and $0.7 million, respectively.

NOTE 16 — OTHER OPERATING EXPENSES:

The components of other operating expenses for the years ended December 31, 2025 and 2024 are as follows:

​​​​​​​
​​​​​​​
(Dollars in thousands)​​2025​​2024
Provisions for settlement of multi-employer pension plan obligations​$—​$1,019
Legal and consulting fees associated with settlement of pension plan obligations​​525​​1,801
Write-off of previously deferred costs for expiring shelf registration​​697​​—
One-time redomiciliation costs​​2,319​​—
Total other operating expenses​$3,541​$2,820

NOTE 17 — OTHER INCOME:

​​​​​​​​​​
(Dollars in thousands)​​2025​​2024​​2023
Investment income - interest​$7,609​$9,916​$13,963
​​​​​​​​​​
Net actuarial gain on defined benefit pension plan​​(213)​​233​​510
Write-off of deferred financing costs​​(1,761)​​—​​(2,686)
Loss on extinguishment of debt​​(315)​​—​​(1,323)
Other​​849​​(31)​​188
​​$6,169​$10,118​$10,652

Refer to Note 8, “Debt,” for additional information relating to the write-off of deferred financing costs and the loss on extinguishment of debt.

NOTE 18 — CONTINGENCIES:

INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.

Spin-Off Related Agreements

On November 30, 2016, INSW was spun off from OSG as a separate publicly traded company. In connection with the spin-off, INSW and OSG entered into several agreements, including a separation and distribution agreement, an employee matters agreement and a transition services agreement. While most of the obligations under those agreements were subsequently fulfilled, certain provisions (including in particular mutual indemnification provisions under the separation and distribution agreement and the employee matters agreement) continue in force.

Legal Proceedings Arising in the Ordinary Course of Business

The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries, wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company are covered by insurance (subject to deductibles not material in amount). Each of the claims involves an amount which, in the opinion of management, should not be material to the Company’s financial position, results of operations and cash flows.

In March 2025, an arbitration tribunal in England awarded the Company monetary damages of approximately $25 million in connection with a commercial dispute that arose in 2023. The Company expects (at a minimum) to recover approximately $5 million of legal fees that it incurred in relation to this matter, which will be recognized as a reduction in general and administrative expenses upon receipt in a future period, but the Company’s ultimate ability to collect the balance of the damages in whole or in part remains uncertain.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.