International Seaways, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
Contents
Item 1. CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | |
|---|---|---|---|---|---|---|
| · · September 30, 2026 · · December 31, 2025 | ||||||
| ASSETS | | | | | | |
| Current Assets: | | | | | | |
| Cash and cash equivalents | | $163,627 | | $116,922 | ||
| Short-term investments | | | 290,000 | | | 50,000 |
| Voyage receivables, net of allowance for credit losses of $84 and $52 | | | | | | |
| including unbilled receivables of $273,872 and $169,610 | | | 381,915 | | | 177,887 |
| Other receivables | | | 25,231 | | | 13,836 |
| Inventories | | | 21,962 | | | 611 |
| Prepaid expenses and other current assets | | | 12,861 | | | 7,790 |
| Total Current Assets | | | 895,596 | | | 367,046 |
| Vessels and other property, less accumulated depreciation of $509,785 and $506,585 | | | 2,104,268 | | | 2,077,986 |
| Vessels construction in progress | | | — | | | 57,725 |
| Deferred drydock expenditures, net | | | 122,897 | | | 109,257 |
| Operating lease right-of-use assets | | | 5,139 | | | 7,220 |
| Pool working capital deposits | | | 23,303 | | | 33,051 |
| Goodwill | | | 7,391 | | | — |
| Other assets | | | 14,218 | | | 16,357 |
| Total Assets | | $3,172,812 | | $2,668,642 | ||
| | | | | | | |
| LIABILITIES AND EQUITY | | | | | | |
| Current Liabilities: | | | | | | |
| Accounts payable, accrued expenses and other current liabilities | | $97,878 | | $69,921 | ||
| Current portion of operating lease liabilities | | | 1,349 | | | 3,182 |
| Current installments of long-term debt | | | 34,626 | | | 25,788 |
| Total Current Liabilities | | | 133,853 | | | 98,891 |
| Long-term operating lease liabilities | | | 5,546 | | | 5,954 |
| Long-term debt | | | 665,371 | | | 541,291 |
| Other liabilities | | | 2,427 | | | 2,229 |
| Total Liabilities | | | 807,197 | | | 648,365 |
| | | | | | | |
| Commitments and contingencies | | | | | | |
| | | | | | | |
| Equity: | | | | | | |
| Capital - 100,000,000 no par value shares authorized; 49,531,311 and 49,404,078 | | | | | | |
| shares issued and outstanding | | | 1,505,245 | | | 1,507,325 |
| Retained earnings | | | 867,211 | | | 523,792 |
| Accumulated other comprehensive loss | | | (6,841) | | | (10,840) |
| Total Equity | | | 2,365,615 | | | 2,020,277 |
| Total Liabilities and Equity | | $3,172,812 | | $2,668,642 | ||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Shipping Revenues: | | | | | | | | | | | | |
| Pool revenues, including $138,598, $46,687, $367,232 and $151,640 | | | | | | | | | | | | |
| from affiliated companies | | $215,551 | | $146,023 | | $719,574 | | $432,391 | ||||
| Time charter revenues | | | 113,961 | | | 39,040 | | | 263,605 | | | 111,626 |
| Voyage charter revenues | | | 153,690 | | | 11,325 | | | 292,786 | | | 31,406 |
| | | | 483,202 | | | 196,388 | | | 1,275,965 | | | 575,423 |
| | | | | | | | | | | | | |
| Other operating revenues | | | 2,247 | | | — | | | 6,590 | | | — |
| | | | | | | | | | | | | |
| Operating Expenses: | | | | | | | | | | | | |
| Voyage expenses | | | 40,645 | | | 3,920 | | | 81,976 | | | 15,791 |
| Vessel expenses | | | 64,051 | | | 65,815 | | | 188,721 | | | 200,264 |
| Charter hire expenses | | | 21,214 | | | 7,134 | | | 44,096 | | | 25,906 |
| Depreciation and amortization | | | 41,283 | | | 41,170 | | | 121,539 | | | 122,224 |
| General and administrative | | | 19,639 | | | 11,804 | | | 45,554 | | | 37,186 |
| Other operating expenses | | | 106 | | | 1,520 | | | 373 | | | 1,737 |
| Gain on disposal of vessels and other assets, net | | | (52,817) | | | (13,658) | | | (140,945) | | | (34,908) |
| Total operating expenses | | | 134,121 | | | 117,705 | | | 341,314 | | | 368,200 |
| Income from vessel operations | | | 351,328 | | | 78,683 | | | 941,241 | | | 207,223 |
| Holding gain on previously held equity interest | | | — | | | — | | | 3,919 | | | — |
| Operating income | | | 351,328 | | | 78,683 | | | 945,160 | | | 207,223 |
| Other income | | | 4,752 | | | 1,486 | | | 11,507 | | | 5,370 |
| Income before interest expense and income taxes | | | 356,080 | | | 80,169 | | | 956,667 | | | 212,593 |
| Interest expense | | | (11,396) | | | (9,623) | | | (30,916) | | | (30,836) |
| Income before income taxes | | | 344,684 | | | 70,546 | | | 925,751 | | | 181,757 |
| Income tax provision | | | (446) | | | — | | | (445) | | | — |
| Net income | | $344,238 | | $70,546 | | $925,306 | | $181,757 | ||||
| | | | | | | | | | | | | |
| Weighted Average Number of Common Shares Outstanding: | | | | | | | | | | | | |
| Basic | | | 49,518,848 | | | 49,348,406 | | | 49,489,239 | | | 49,326,459 |
| Diluted | | | 49,905,554 | | | 49,606,210 | | | 49,854,098 | | | 49,537,318 |
| | | | | | | | | | | | | |
| Per Share Amounts: | | | | | | | | | | | | |
| Basic net income per share | | $6.95 | | $1.43 | | $18.69 | | $3.68 | ||||
| Diluted net income per share | | $6.90 | | $1.42 | | $18.55 | | $3.67 | ||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Net income | | $344,238 | | $70,546 | | $925,306 | | $181,757 | ||||
| Other comprehensive income/(loss), net of tax: | | | | | | | | | | | | |
| Net change in foreign currency translation | | | 22 | | | — | | | (233) | | | — |
| Net change in unrealized gains/(losses) on cash flow hedges | | | 4,200 | | | (829) | | | 3,484 | | | (2,439) |
| Defined benefit pension and other postretirement benefit plans: | | | | | | | | | | | | |
| Net change in unrecognized prior service costs | | | 34 | | | 69 | | | 98 | | | (19) |
| Net change in unrecognized actuarial losses | | | 230 | | | 462 | | | 650 | | | (125) |
| Other comprehensive income/(loss), net of tax | | | 4,486 | | | (298) | | | 3,999 | | | (2,583) |
| Comprehensive income | | $348,724 | | $70,248 | | $929,305 | | $179,174 | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Nine Months Ended September 30, | ||||||
| | | | 2026 | | | 2025 |
| Cash Flows from Operating Activities: | | | | | | |
| Net income | | $925,306 | | $181,757 | ||
| Items included in net income not affecting cash flows: | | | | | | |
| Depreciation and amortization | | | 121,539 | | | 122,224 |
| Amortization of debt discount and other deferred financing costs | | | 4,152 | | | 2,980 |
| Stock compensation | | | 5,118 | | | 5,810 |
| Other – net | | | (619) | | | (34) |
| Items included in net income related to investing and financing activities: | | | | | | |
| Gain on disposal of vessels and other assets, net | | | (140,945) | | | (34,908) |
| Holding gain on previously held equity interest | | | (3,919) | | | — |
| Payments for drydocking | | | (61,719) | | | (63,181) |
| Insurance claims proceeds related to vessel operations | | | 791 | | | 1,914 |
| Changes in operating assets and liabilities: | | | | | | |
| (Increase)/decrease in voyage receivables | | | (204,028) | | | 30,504 |
| Decrease in deferred revenue | | | (3,214) | | | (6,549) |
| Net change in other receivables, inventories, prepaid expenses and other current assets, accounts | | | | | | |
| payable, accrued expenses and other current and long-term liabilities | | | 9,293 | | | (6,466) |
| Net cash provided by operating activities | | | 651,755 | | | 234,051 |
| Cash Flows from Investing Activities: | | | | | | |
| Expenditures for vessels, vessel improvements and vessels under construction | | | (199,309) | | | (188,546) |
| Security deposits returned for vessel exchange transactions | | | — | | | 5,000 |
| Proceeds from disposal of vessels and other property | | | 296,572 | | | 209,903 |
| Expenditures for other property | | | (1,041) | | | (627) |
| Cash consideration paid for the purchase of equity method investment, net of cash acquired | | | (4,493) | | | — |
| Investments in short-term time deposits | | | (440,000) | | | — |
| Proceeds from maturities of short-term time deposits | | | 200,000 | | | — |
| Pool working capital deposits | | | (450) | | | (250) |
| Net cash (used in)/provided by investing activities | | | (148,721) | | | 25,480 |
| Cash Flows from Financing Activities: | | | | | | |
| Borrowings on nonrevolving credit facility debt | | | 158,245 | | | 290,775 |
| Repayments of nonrevolving credit facility debt | | | (4,122) | | | — |
| Borrowings on revolving credit facilities | | | 127,000 | | | 20,000 |
| Repayments on revolving credit facilities | | | (127,000) | | | (164,581) |
| Payments on sale and leaseback financing | | | (16,143) | | | (37,381) |
| Payments of deferred financing costs | | | (5,224) | | | (6,036) |
| Cash dividends paid | | | (581,887) | | | (102,127) |
| Cash paid to tax authority upon vesting or exercise of stock-based compensation | | | (7,198) | | | (5,118) |
| Net cash used in financing activities | | | (456,329) | | | (4,468) |
| Net increase in cash and cash equivalents | | | 46,705 | | | 255,063 |
| Cash and cash equivalents at beginning of year | | | 116,922 | | | 157,506 |
| Cash and cash equivalents at end of period | | $163,627 | | $412,569 | ||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Accumulated · · | ||||||||||||
| · · · · · · · Other · · · | ||||||||||||
| · · · · Retained · · Comprehensive · · | ||||||||||||
| · · Capital · · Earnings · · Loss · · Total | ||||||||||||
| For the nine months ended | | | | | | | | | | | | |
| Balance at January 1, 2026 | | $1,507,325 | | $523,792 | | $(10,840) | | $2,020,277 | ||||
| Net income | | | — | | | 925,306 | | | — | | | 925,306 |
| Other comprehensive income | | | — | | | — | | | 3,999 | | | 3,999 |
| Dividends | | | — | | | (581,887) | | | — | | | (581,887) |
| Common stock withheld related to net share settlement of equity awards | | | (7,198) | | | — | | | — | | | (7,198) |
| Compensation relating to restricted stock awards | | | 860 | | | — | | | — | | | 860 |
| Compensation relating to restricted stock units awards | | | 4,258 | | | — | | | — | | | 4,258 |
| Balance at September 30, 2026 | | $1,505,245 | | $867,211 | | $(6,841) | | $2,365,615 | ||||
| | | | | | | | | | | | | |
| Balance at January 1, 2025 | | $1,504,767 | | $359,142 | | $(7,861) | | $1,856,048 | ||||
| Net income | | | — | | | 181,757 | | | — | | | 181,757 |
| Other comprehensive loss | | | — | | | — | | | (2,583) | | | (2,583) |
| Dividends | | | — | | | (102,127) | | | — | | | (102,127) |
| Common stock withheld related to net share settlement of equity awards | | | (5,118) | | | — | | | — | | | (5,118) |
| Compensation relating to restricted stock awards | | | 782 | | | — | | | — | | | 782 |
| Compensation relating to restricted stock units awards | | | 5,028 | | | — | | | — | | | 5,028 |
| Balance at September 30, 2025 | | $1,505,459 | | $438,772 | | $(10,444) | | $1,933,787 | ||||
| | | | | | | | | | | | | |
| For the three months ended | | | | | | | | | | | | |
| Balance at July 1, 2026 | | $1,503,556 | | $773,106 | | $(11,327) | | $2,265,335 | ||||
| Net income | | | — | | | 344,238 | | | — | | | 344,238 |
| Other comprehensive income | | | — | | | — | | | 4,486 | | | 4,486 |
| Dividends | | | — | | | (250,133) | | | — | | | (250,133) |
| Common stock withheld related to net share settlement of equity awards | | | (402) | | | — | | | — | | | (402) |
| Compensation relating to restricted stock awards | | | 324 | | | — | | | — | | | 324 |
| Compensation relating to restricted stock units awards | | | 1,767 | | | — | | | — | | | 1,767 |
| Balance at September 30, 2026 | | $1,505,245 | | $867,211 | | $(6,841) | | $2,365,615 | ||||
| | | | | | | | | | | | | |
| Balance at July 1, 2025 | | $1,503,687 | | $406,238 | | $(10,146) | | $1,899,779 | ||||
| Net income | | | — | | | 70,546 | | | — | | | 70,546 |
| Other comprehensive loss | | | — | | | — | | | (298) | | | (298) |
| Dividends | | | — | | | (38,012) | | | — | | | (38,012) |
| Common stock withheld related to net share settlement of equity awards | | | (248) | | | — | | | — | | | (248) |
| Compensation relating to restricted stock units awards | | | 262 | | | — | | | — | | | 262 |
| Compensation relating to stock option awards | | | 1,758 | | | — | | | — | | | 1,758 |
| Balance at September 30, 2025 | | $1,505,459 | | $438,772 | | $(10,444) | | $1,933,787 | ||||
Note 1 — Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements include the accounts of International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly-owned subsidiaries. Unless the context indicates otherwise, references to “INSW”, the “Company”, “we”, “us” or “our” refer to International Seaways, Inc. and its subsidiaries. As of September 30, 2026, the Company’s operating fleet consisted of 65 wholly-owned or lease financed oceangoing vessels, engaged primarily in the transportation of crude oil and refined petroleum products in the International Flag trade through its wholly-owned subsidiaries. In addition to our operating fleet, four LR1 newbuilds are scheduled for delivery to the Company during the second half of 2028, bringing the total operating and newbuild fleet as of September 30, 2026 to 69 vessels.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results have been included. Operating results for the three months and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
All intercompany balances and transactions within INSW have been eliminated.
Risks and Uncertainties
The unaudited condensed consolidated financial statements presented herein reflect estimates and assumptions made by management at September 30, 2026. 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 November 5, 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 — Business Combinations and Mergers
Tankers (UK) Agencies Limited
On January 27, 2026, the Company acquired all of the remaining outstanding capital stock of Tankers (UK) Agencies Limited (“TUKA”), a privately-held joint venture between the Company and CMB.Tech, which serves as the commercial manager for the VLCC pool company – Tankers International Limited (“TIL”). The total purchase consideration was $10.0 million, which includes the fair value of our previously held equity interest in TUKA. TUKA owns 100% of the equity interest in TIL, which is a variable interest entity (“VIE”). The Company has accounted for this transaction as a business combination. As a result of this business combination, TUKA will be consolidated under the voting interest entity model, and TIL will retain its classification as an unconsolidated VIE (see Note 8, Variable Interest Entities (“VIEs”)).
The book value of the Company’s 50% ownership interest immediately prior to the acquisition date was $1.1 million. The acquisition of the additional 50% interest in TUKA was considered an acquisition achieved in stages and resulted in the remeasurement of the previously held equity interest to fair value of $5.0 million. The fair value attributed to the previously held equity interest was derived from the consideration transferred in the transaction and resulted in the recognition of a non-cash holding gain of $3.9 million
for the difference between the fair value and the book value of the Company’s previously held equity interest. Such gain was recorded in holding gain on previously held equity interest in the Company’s condensed consolidated statement of operations.
The acquisition date fair value of the purchase consideration paid and the allocation of the purchase consideration paid to identifiable tangible and intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition was as follows:
| | | | |
|---|---|---|---|
| (Dollars in thousands) | | | Amounts |
| Cash paid | | $5,000 | |
| Fair value of previously held equity interest | | | 5,000 |
| Total Purchase Consideration | | | 10,000 |
| Fair value of identifiable assets acquired and liabilities assumed: | | | |
| Cash and cash equivalents | | | 507 |
| Other tangible assets | | | 5,786 |
| Other tangible liabilities | | | (3,917) |
| Total fair value of identifiable net assets acquired | | | 2,376 |
| Goodwill initially recognized(1)(2) | | $7,624 |
| (1) | Goodwill is primarily attributable to the assembled workforce of TUKA and brand recognition of TIL. |
| (2) | For segment reporting purposes, goodwill is included in the Crude Tankers reportable segment. |
The purchase price allocation and fair values of assets acquired and liabilities assumed above are final.
Bruton Limited
On October 16, 2026, INSW and its wholly owned subsidiary, International Seaways Operating Corporation Ltd., an exempted company limited by shares incorporated under the laws of Bermuda, entered into Exchange and Support Agreements (each, an “Exchange Agreement”) with certain shareholders of Bruton Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bruton” and, such exchanging Bruton shareholders, the “Exchanging Holders”), collectively holding Norwegian depositary receipts (“NDRs”) representing approximately 50.5% of Bruton’s then-outstanding common shares, $0.10 par value per share (the “Bruton Common Shares”). Pursuant to the Exchange Agreements, each Exchanging Holder agreed, among other things, to (i) exchange each of the Bruton Common Shares underlying its NDRs for 0.05190 shares of INSW’s common stock, no par value per share (the “INSW Common Stock,” and such exchange ratio the “Per Share Stock Consideration”) in a private transaction (collectively, the “Exchanges”), (ii) attend a shareholder meeting of Bruton pertaining to the Merger (defined and described below) and (iii) vote the Bruton Common Shares subject to its Exchange Agreement in favor of the Merger.
The Exchanges closed on October 20 and 21, 2026 with the issuance of approximately 1.6 million shares of INSW Common Stock.
Also on October 16, 2026, INSW, Bravo Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and indirect wholly owned subsidiary of INSW (“Merger Sub”), and Bruton entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which on November 2, 2026, Merger Sub merged with and into Bruton, with Bruton surviving the merger as an indirect wholly owned subsidiary of INSW (the “Merger”).
As a result of the Merger each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of more than 10,000 Bruton Common Shares was converted into the right to receive the Per Share Stock Consideration and cash in lieu of any fractional shares of INSW Common Stock, and each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of 10,000 or fewer Bruton Common Shares received cash consideration of $6.3044 per share (the “Per Share Cash Consideration”). In addition, each outstanding option to purchase Bruton Common Shares, whether vested or unvested, vested in full in connection with the Merger and was cancelled and converted into the right of the holder to receive a number of shares of INSW Common Stock equal to the product of (i) the Per Share Stock Consideration multiplied by (ii) the quotient of (A) the product of (1) the number of Bruton Common Shares subject to such option and (2) the excess of the Per Share Cash Consideration over the exercise price applicable to such option, divided by (B) the Per Share Cash Consideration, less any applicable withholding taxes.
The Company expects to complete the settlement of the total consideration due to Bruton shareholders with the issuance of approximately 1.1 million additional shares of INSW Common Stock and the payment of cash (with the final number of shares and cash to be determined following completion of the settlement process).
As a result of the Merger, one 2026-built, scrubber-fitted, dual-fuel (LNG) VLCC andthree VLCC newbuildings scheduled for delivery in November 2026, August 2027 and October 2027 were added to INSW’s operating and newbuilding fleet. See Note 6, Vessels, for additional information on the remaining commitments on the contracts for the construction of thethree VLCC newbuildings.
Accounting for the Merger
Based on the terms of the Transaction Agreement, the Merger was determined to not meet the requirements of a business combination under the guidelines of ASC 805, Business Combinations, and ASU 2017-01, Business Combinations (Topic 805). The Merger consists of acquiring vessels and associated assets and liabilities, which are concentrated in a group of similar identifiable assets, and therefore not considered a business. As a result, the Merger will be treated as an asset acquisition, whereby all assets acquired and liabilities assumed will be recorded at the cost of the acquisition, including transaction costs, on the basis of their relative fair value.
Note 3 — Significant Accounting Policies:
For a description of all of the Company’s material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. The following is a summary of any changes or updates to the Company’s critical accounting policies for the current period:
Business Combinations** —** The Company accounts for business combinations using the acquisition method and accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree are generally recorded at their acquisition date fair values. The excess of the purchase price over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill. For a business combination achieved in stages, we remeasure our previously held equity interest immediately before the acquisition to the acquisition date fair value and recognize any gain in our consolidated statements of operations. Acquisition-related costs are expensed in the periods in which the costs are incurred.
Goodwill —** Goodwill represents the excess purchase price over the fair value of identifiable tangible and intangible assets and liabilities acquired in connection with the Company’s acquisitions. We test goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. The Company has selected November 30 **as its annual goodwill impairment testing date. We have the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not that its fair value is less than its carrying value, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to such excess, up to the value of the goodwill. The reporting unit for goodwill impairment testing purposes is required to be the same as, or one level below an operating segment. Accordingly, the goodwill recognized in the acquisition of TUKA has been assigned to our VLCC operating segment, which is part of the Crude Tankers reportable segment.
Foreign currency remeasurement and translation —** **The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is primarily the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at period-end exchange rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in general and administrative expense in the condensed consolidated statements of operations and are not material for any of the periods presented.
For those subsidiaries with non-U.S. dollar functional currencies, assets and liabilities are translated into U.S. dollars at period-end exchange rates. Revenue and expenses are translated at the average exchange rates during the period. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets.
Concentration of Credit Risk **—**The pools in which the Company participates accounted in aggregate for 69% and 95% of consolidated voyage receivables at September 30, 2026 and December 31, 2025, respectively.
Recently Adopted Accounting Pronouncements— There have been no recently adopted accounting pronouncements since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025 that may have a material impact on our condensed consolidated financial statements.
New Accounting Pronouncements Not Yet Effective — 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.
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 15, 2026 and interim reporting periods beginning after December 15, 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 currently evaluating the new guidance but do not expect it to have a significant impact on our consolidated financial statements and related disclosures.
In May 2026, the FASB issued ASU 2026-02,Environmental Credits and Environmental Credit Obligations (ASC 818), which is intended to improve the accounting for and disclosure of environmental credits and related obligations and reduce diversity in practice. The amendments establish recognition, measurement, presentation, and disclosure requirements for environmental credits and environmental credit obligations arising from regulatory compliance programs. Environmental credits are recognized as assets when it is probable they will be used to settle an obligation, transferred in an exchange transaction, or used in a nonreciprocal transfer, and are subsequently measured based on their intended use. Environmental credit obligations are recognized as liabilities as qualifying events occur and are measured based on the carrying amount of related credits held and the amount required to settle any shortfall. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period with the
amendments to be applied on a retrospective basis through a cumulative-effect adjustment to retained earnings. We are currently evaluating this new standard, but do not expect it to have a significant impact on our consolidated financial statements and related disclosures.
Note 4 — 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 included in the computation of earnings per share pursuant to the two-class method.
Weighted average shares of unvested restricted common stock considered to be participating securities totaled 15,780 and 22,894 for the three and nine months ended September 30, 2026, respectively, and 28,072 and 22,192 for the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, there were 483,999 shares of restricted stock units and 26,713 stock options outstanding and considered to be potentially dilutive securities.
Reconciliations of the numerator and denominator of the basic and diluted earnings per share computations are as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| (Dollars in thousands) | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Numerator: | | | | | | | | | | | | |
| Net income allocated to: | | | | | | | | | | | | |
| Common stockholders | | $344,128 | | $70,506 | | $924,962 | | $181,670 | ||||
| Participating securities | | | 110 | | | 40 | | | 344 | | | 87 |
| | | $344,238 | | $70,546 | | $925,306 | | $181,757 | ||||
| | | | | | | | | | | | | |
| Denominator: | | | | | | | | | | | | |
| Weighted-average common shares outstanding, basic | | | 49,518,848 | | | 49,348,406 | | | 49,489,239 | | | 49,326,459 |
| Dilutive effect of stock options | | | 21,189 | | | 93,319 | | | 30,337 | | | 83,454 |
| Dilutive effect of performance-based restricted stock units | | | 261,669 | | | 70,585 | | | 236,779 | | | 47,374 |
| Dilutive effect of restricted stock units | | | 103,848 | | | 93,900 | | | 97,743 | | | 80,031 |
| Weighted-average common shares outstanding, diluted | | | 49,905,554 | | | 49,606,210 | | | 49,854,098 | | | 49,537,318 |
There wereno antidilutive equity awards outstanding during the three and nine months ended September 30, 2026 and 2025.
Note 5 — Business and Segment Reporting:
The Company hastwo reportable segments: Crude Tankers and Product Carriers. Adjusted income from vessel operations for segment purposes is defined as income from vessel operations before other operating revenues, general and administrative expenses, other operating expenses, and gain on disposal of vessels and assets, net. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s condensed consolidated financial statements.
Information about the Company’s reportable segments as of and for the three and nine months ended September 30, 2026 and 2025 follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Crude · · Product · · · | |||||||||
| (Dollars in thousands) · · Tankers · · Carriers · · Totals | |||||||||
| Three months ended September 30, 2026: | | | | | | | | | |
| Shipping revenues | | $358,931 | | $124,271 | | $483,202 | |||
| Time charter equivalent revenues | | | 321,147 | | | 121,410 | | | 442,557 |
| Vessel expenses | | | 30,421 | | | 33,630 | | | 64,051 |
| Charter hire expenses | | | 21,202 | | | 12 | | | 21,214 |
| Depreciation and amortization | | | 19,297 | | | 21,986 | | | 41,283 |
| Gain on disposal of vessels and other assets, net | | | (52,817) | | | — | | | (52,817) |
| Adjusted income from vessel operations | | | 250,227 | | | 65,782 | | | 316,009 |
| Adjusted total assets at September 30, 2026 | | | 1,445,309 | | | 1,252,803 | | | 2,698,112 |
| | | | | | | | | | |
| Three months ended September 30, 2025: | | | | | | | | | |
| Shipping revenues | | $96,466 | | $99,922 | | $196,388 | |||
| Time charter equivalent revenues | | | 92,997 | | | 99,471 | | | 192,468 |
| Vessel expenses | | | 29,840 | | | 35,975 | | | 65,815 |
| Charter hire expenses | | | 3,830 | | | 3,304 | | | 7,134 |
| Depreciation and amortization | | | 18,903 | | | 22,267 | | | 41,170 |
| Loss/(gain) on disposal of vessels and other assets, net | | | 9 | | | (13,667) | | | (13,658) |
| Adjusted income from vessel operations | | | 40,425 | | | 37,924 | | | 78,349 |
| Adjusted total assets at September 30, 2025 | | | 1,294,587 | | | 1,061,252 | | | 2,355,839 |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Crude · · Product · · · | |||||||||
| (Dollars in thousands) · · Tankers · · Carriers · · Totals | |||||||||
| Nine months ended September 30, 2026: | | | | | | | | | |
| Shipping revenues | | $835,443 | | $440,522 | | $1,275,965 | |||
| Time charter equivalent revenues | | | 758,786 | | | 435,203 | | | 1,193,989 |
| Vessel expenses | | | 90,252 | | | 98,469 | | | 188,721 |
| Charter hire expenses | | | 39,975 | | | 4,121 | | | 44,096 |
| Depreciation and amortization | | | 57,769 | | | 63,770 | | | 121,539 |
| Gain on disposal of vessels and other assets, net | | | (105,399) | | | (35,546) | | | (140,945) |
| Adjusted income from vessel operations | | | 570,790 | | | 268,843 | | | 839,633 |
| Adjusted total assets at September 30, 2026 | | | 1,445,309 | | | 1,252,803 | | | 2,698,112 |
| Expenditures for vessels and vessel improvements | | | 809 | | | 198,500 | | | 199,309 |
| Payments for drydocking | | | 40,376 | | | 21,343 | | | 61,719 |
| | | | | | | | | | |
| Nine months ended September 30, 2025: | | | | | | | | | |
| Shipping revenues | | $288,268 | | $287,155 | | $575,423 | |||
| Time charter equivalent revenues | | | 276,534 | | | 283,098 | | | 559,632 |
| Vessel expenses | | | 88,273 | | | 111,991 | | | 200,264 |
| Charter hire expenses | | | 10,339 | | | 15,567 | | | 25,906 |
| Depreciation and amortization | | | 56,351 | | | 65,873 | | | 122,224 |
| Gain on disposal of vessels and other assets, net | | | (9,871) | | | (25,037) | | | (34,908) |
| Adjusted income from vessel operations | | | 121,571 | | | 89,667 | | | 211,238 |
| Expenditures for vessels and vessel improvements | | | 13,524 | | | 175,022 | | | 188,546 |
| Payments for drydocking | | | 6,547 | | | 56,634 | | | 63,181 |
Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| (Dollars in thousands) | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Shipping revenues | | $483,202 | | $196,388 | | $1,275,965 | | $575,423 | ||||
| Less: Voyage expenses | | | (40,645) | | | (3,920) | | | (81,976) | | | (15,791) |
| Time charter equivalent revenues | | $442,557 | | $192,468 | | $1,193,989 | | $559,632 | ||||
Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represent 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 total adjusted income from vessel operations of the segments to income before income taxes, as reported in the condensed consolidated statements of operations follow:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| (Dollars in thousands) | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Total adjusted income from vessel operations of all segments | | $316,009 | | $78,349 | | $839,633 | | $211,238 | ||||
| Other operating revenues | | | 2,247 | | | — | | | 6,590 | | | — |
| General and administrative expenses | | | (19,639) | | | (11,804) | | | (45,554) | | | (37,186) |
| Other operating expenses | | | (106) | | | (1,520) | | | (373) | | | (1,737) |
| Gain on disposal of vessels and other assets, net | | | 52,817 | | | 13,658 | | | 140,945 | | | 34,908 |
| Consolidated income from vessel operations | | | 351,328 | | | 78,683 | | | 941,241 | | | 207,223 |
| Holding gain on previously held equity interest | | | — | | | — | | | 3,919 | | | — |
| Other income | | | 4,752 | | | 1,486 | | | 11,507 | | | 5,370 |
| Interest expense | | | (11,396) | | | (9,623) | | | (30,916) | | | (30,836) |
| Income before income taxes | | $344,684 | | $70,546 | | $925,751 | | $181,757 | ||||
Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:
| | | | | | | |
|---|---|---|---|---|---|---|
| (Dollars in thousands) · · September 30, 2026 · · September 30, 2025 | ||||||
| Adjusted total assets of all segments | | $2,698,112 | | $2,355,839 | ||
| Cash and cash equivalents | | | 163,627 | | | 412,569 |
| Short-term investments | | | 290,000 | | | — |
| Other unallocated amounts | | | 21,073 | | | 21,170 |
| Consolidated total assets | | $3,172,812 | | $2,789,578 | ||
Note 6 — Vessels:
Vessel Acquisitions and**Construction Commitments
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. The firsttwo LR1
newbuildings were delivered during the second half of 2025 and the remaining four LR1 newbuildings were delivered to the Company between March and September 2026.
In May and July 2026, the Company entered into agreements to construct an additional four scrubber-fitted, dual-fuel LNG ready LR1 Product Carriers at K Shipbuilding Co., Ltd.’s shipyard for an aggregate cost of approximately $244 million. The vessels are expected to be delivered in the second half of 2028. The Company expects to finance the newbuildings through a combination of long-term financing and available liquidity. As of September 30, 2026, no payments have been made in connection with the construction contracts. Upon delivery, all four of these vessels are expected to be deployed into the Panamax International Pool.
In connection with the Merger described above in Note 2, “Business Combinations and Mergers,” the Company acquiredtwo 2026-built, scrubber-fitted, dual-fuel (LNG) VLCC newbuildings andtwo scrubber-fitted VLCC newbuildings. One of thetwo dual-fuel VLCCs is currently operational. The second dual-fuel VLCC is scheduled for delivery in November 2026 and the remainingtwo VLCC newbuildings are scheduled for delivery between August and October 2027. The remaining commitments on the contracts for the construction of thethree VLCC newbuilds total $279 million, all of which can be funded by existing sale leaseback financing agreements assumed by the Company. Gross debt outstanding under existing sale leaseback financing agreements for these vessels aggregated $171 million as of October 31, 2026.
Disposal/Sales of Vessels
During the nine months ended September 30, 2026, the Company soldone 2007-built MR, four 2008-built MRs, one 2010-built VLCC, one 2012-built VLCC, andone 2012-built Suezmax for net proceeds of $296.6 million and recognized a gain of $140.9 million.
Note 7 — Goodwill:
As described above in Note 2, “Business Combinations and Mergers,” on January 27, 2026, the Company acquired CMB.Tech’s 50% equity interest in TUKA and recognized $7.6 million of goodwill at the time of acquisition.
The changes in goodwill during the nine months ended September 30, 2026 were as follows:
| | | | |
|---|---|---|---|
| (Dollars in thousands) | | | Amounts |
| Balance at December 31, 2025 | | $— | |
| Acquisition of TUKA | | | 7,624 |
| Foreign currency translation adjustment | | | (233) |
| Balance at September 30, 2026 | | $7,391 |
Note 8 — Variable Interest Entities (“VIEs”):
Consolidated VIEs
The Company consolidates VIEs in which it holds a variable interest and is the primary beneficiary. On January 27, 2026, in conjunction with the acquisition of TUKA (see Note 2, “Business Combinations and Mergers”), the Company established Tankers International Suezmax Ltd. (“TISL”), a tanker pool for the commercial management of the Company’s and other third-party owners’ Suezmaxes. TISL was determined to be a VIE. The formation agreements for TISL state that a board of pool participants has decision making power over the significant economic decisions that impact the pool. Although there was one other pool participant during the nine months ended September 30, 2026, the Company controlled the majority of the decision making power and accordingly was
considered to be the primary beneficiary of TISL. As such, the balance sheets and results of operations of TISL are included in the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2026. This assessment will change if additional third-party owners join the pool and the Company is deemed to no longer hold the majority of the decision making power over the significant economic decisions that impact the pool.
As of September 30, 2026, TISL’s total current assets and total current liabilities, after intercompany eliminations, were $101.5 million and $29.8 million, respectively. Total current assets primarily consisted of cash and cash equivalents of $10.5 million, trade receivables of $69.2 million, and inventories of $20.6 million. Total current liabilities primarily consisted of accrued charter hire payable to the third-party pool participant of $15.7 million and accrued operating expenses of $14.1 million.
Unconsolidated VIEs
As of September 30, 2026, six commercial pools in which the Company participates were determined to be VIEs for which the Company is not considered a primary beneficiary.
The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the unconsolidated VIEs as of September 30, 2026:
| · · · | ||
|---|---|---|
| (Dollars in thousands) | | |
| Pool working capital deposits | | $23,303 |
In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these unconsolidated VIEs by assuming a complete loss of the Company’s investment in these VIEs. The table below compares the Company’s liability in the condensed consolidated balance sheet to the maximum exposure to loss at September 30, 2026:
| · · · · · · | ||||
|---|---|---|---|---|
| (Dollars in thousands) · · · · · Maximum Exposure toLoss | ||||
| Other Liabilities | | $– | | $23,303 |
In addition, as of September 30, 2026, the Company had $261.5 million of trade receivables due from the pools in which it participates that were determined to be VIEs. These trade receivables, which are included in voyage receivables in the accompanying condensed 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 September 30, 2026.
Note 9 — 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, are as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · · September 30, 2026 · · December 31, 2025 · · Fair Value Level | |||||||||
| Cash and cash equivalents | | $163,627 | | $116,922 | | | Level 1 | ||
| Short-term investments | | | 290,000 | | | 50,000 | | | Level 1 |
| 2030 Bonds | | | (253,975) | | | (249,748) | | | Level 1 |
| ECA Credit Facility(1) | | | (235,617) | | | (81,494) | | | Level 2 |
| BoComm Lease Financing (2) | | | (162,582) | | | (174,713) | | | Level 2 |
| Toshin Lease Financing (2) | | | (8,886) | | | (10,151) | | | Level 2 |
| Hyuga Lease Financing (2) | | | (8,758) | | | (10,164) | | | Level 2 |
| Kaiyo Lease Financing (2) | | | (7,632) | | | (9,485) | | | Level 2 |
| Kaisha Lease Financing (2) | | | (7,624) | | | (8,921) | | | Level 2 |
| (1) | 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 or six months (the Company’s current reset election is three months). |
| (2) | 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. |
The following table summarizes the fair values of net assets acquired in business combinations during the nine months ended September 30, 2026:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) | | | Fair Value | | | Level 1 | | | Level 2 |
| Previously held equity interest(1) | | $5,000 | | $— | | $5,000 | |||
| Identifiable net assets acquired in business combination(2) | | | 2,376 | | | 507 | | | 1,869 |
(1)The fair value attributed to the previously held equity interest was derived from the consideration transferred in the transaction.
(2)Identifiable net assets acquired primarily consisted of working capital, including $0.5 million of cash and cash equivalents.
Derivatives
On August 12, 2026, the Company entered into a non-amortizing interest rate swap agreement covering a notional amount of $150 million of the ECA Credit Facility with a major financial institution 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 4.09% through the maturity date of September 30, 2031, effective September 30, 2026. Also, at September 30, 2026, the Company was party to amortizing interest rate swap agreements with major financial institutions participating in the$500 Million Revolving Credit Facility that effectively convert 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.
All of these interest rate swap agreements, which contain no leverage features, are designated and qualify as cash flow hedges and have an aggregate notional value of$186.2 million as of September 30, 2026, covering for accounting purposes, debt outstanding under the ECA Credit Facility. The value of the interest rate swaps held by the Company as of September 30, 2026 is an asset of approximately$4.6 million, which is included in prepaid expenses and other current assets and other assets in the condensed consolidated balance sheet.
See Note 12, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss.
Note 10 — Debt:
Debt consists of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| (Dollars in thousands) · · September 30, 2026 · · December 31, 2025 | ||||||
| ECA Credit Facility, due 2038, net of unamortized deferred finance costs of $9,382 and $3,030 | | $226,236 | | $78,464 | ||
| 2030 Bonds, due 2030, net of unamortized deferred finance costs of $4,137 and $4,774 | | | 245,863 | | | 245,226 |
| BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $2,215 and $2,731 | | | 191,748 | | | 202,505 |
| Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $151 and $189 | | | 9,969 | | | 11,092 |
| Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $123 and $157 | | | 9,645 | | | 10,808 |
| Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $94 and $126 | | | 8,277 | | | 9,500 |
| Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $96 and $129 | | | 8,259 | | | 9,484 |
| | | | 699,997 | | | 567,079 |
| Less current portion | | | (34,626) | | | (25,788) |
| Long-term portion | | $665,371 | | $541,291 | ||
Capitalized terms used hereafter have the meaning given in these condensed consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.
ECA Credit Facility
During the nine months ended September 30, 2026, the Company borrowed a total of $158.2 million upon the delivery of the remaining four LR1 newbuildings financed by this facility.
TISL Borrowing Base Facility
In May 2026, TISL, a consolidated variable interest entity (see Note 8), entered into a $40.0 million working capital borrowing base facility with Macquarie Bank Limited, London Branch (the “TISL Borrowing Base Facility”), under which funds can be drawn and repaid with one day’s notice under a revolving loan arrangement. The TISL Borrowing Base Facility bears interest at SOFR plus 2% and is secured by a fixed and floating charge over current and future freight and demurrage receivable, freights in transit and any other fees relating to vessels in the TISL pool. As of September 30, 2026, there wasno outstanding balance under the TISL Borrowing Base Facility.
Debt Covenants
The Company was in compliance with the financial and non-financial covenants under all of its financing arrangements as of September 30, 2026.
Deferred finance charges
Finance charges incurred in the arrangement of new debt and/or amendments resulting in the modification of existing debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the term of the related debt. Unamortized deferred finance charges of $7.9 million as of September 30, 2026, relating to the $500 Million Revolving Credit Facility and the $160 Million Revolving Credit Facility, and $12.6 million as of December 31, 2025 relating to the $500 Million Revolving Credit Facility, the $160 Million Revolving Credit Facility and the undrawn ECA Credit Facility tranches, are included in other assets in the condensed consolidated balance sheets. Unamortized deferred financing charges of $16.2 million and $11.1 million as of September 30, 2026 and December 31, 2025, respectively, relating to the Company’s outstanding debt facilities, are included in debt in the condensed consolidated balance sheets.
Interest Expense
Total interest expense before the impact of capitalized interest, including amortization of deferred financing costs, commitment, administrative and other fees for all of the Company’s debt facilities for the three and nine months ended September 30, 2026 was $11.8 million and $33.1 million, respectively, and for the three and nine months ended September 30, 2025 was $10.7 million and $33.3 million, respectively. Interest paid, net of interest rate swap cash settlements, for the Company’s debt facilities for the three and nine months ended September 30, 2026 was $14.7 million and $33.3 million, respectively, and for the three and nine months ended September 30, 2025 was $8.4 million and $27.4 million, respectively.
Interest capitalized to vessels under construction during the three and nine months ended September 30, 2026 totaled $0.7 million and $2.8 million, respectively, and $1.2 million and $3.0 million for the three and nine months ended September 30, 2025, respectively.
Note 11 — Capital Stock and Stock Compensation:
Share Repurchase Program
No shares were acquired under the Company’s$50 million stock repurchase program during the three and nine months ended September 30, 2026 and 2025. In November 2026, the Company’s Board of Directors increased the stock repurchase program amount to$100 million and extended the expiry of the share repurchase program from the end of 2026 to the end of 2028.
Shares of Common Stock
The following table shows the changes in shares of common stock outstanding:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Common stock outstanding at beginning | 49,520,476 | | | 49,366,276 | | | 49,404,078 | | | 49,194,458 | ||
| | | | | | | | | | | | | |
| Restricted common stock issued - non-executive directors | | | — | | | — | | | 15,780 | | | 28,072 |
| Common stock issued - vesting or exercise of share-based compensation | | | 15,738 | | | 17,442 | | | 250,033 | | | 308,388 |
| Common stock withheld for employee taxes(1) | | | (4,903) | | | (12,249) | | | (138,580) | | | (159,449) |
| | | | | | | | | | | | | |
| Common stock outstanding at ending | | | 49,531,311 | | | 49,371,469 | | | 49,531,311 | | | 49,371,469 |
| (1) | In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased 4,903 and 138,580 shares of common stock during the three and nine months ended September 30, 2026, respectively, at an average cost of $81.98 and $66.80 per share (based on the closing market prices on the dates of vesting or exercise), respectively, from employees and certain members of management to cover withholding taxes. Similarly, the Company repurchased 12,249 and 159,449 shares of common stock during the three and nine months ended September 30, 2025, respectively, at an average cost of $47.52 and $34.19 per share, respectively. |
Director Compensation – Restricted Common Stock
In June 2026, the Company awarded a total of 15,780 restricted common stock shares to its non-employee directors. The weighted average fair market value of INSW’s stock on the measurement date of such awards was $81.42 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 8, 2027, 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 otherwise 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
Stock Options
There wereno stock options granted during the three and nine months ended September 30, 2026 and 2025. A total of 101,267 stock options were exercised during the nine months ended September 30, 2026 by certain senior officers and employees of the Company at an average exercise price of $20.33.
Restricted Stock Units
During the nine months ended September 30, 2026, the Company granted 60,105 time-based restricted stock units (“RSUs”) to certain of its senior officers and employees. The weighted average grant date fair value of these awards was $79.97 per RSU. Each RSU represents a contingent right to receiveone share of INSW common stock upon vesting. All of the RSUs awarded will vest in equal installments on each of the first three anniversaries of the grant date.
During the nine months ended September 30, 2026, the Company also granted 60,098 performance-based RSUs to certain of its senior officers and employees. 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 December 31, 2028, 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 December 31, 2028, 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, 2029. The weighted average grant date fair value of the awards with performance conditions was determined to be $79.97 per RSU. The weighted average grant date fair value of the TSR based performance awards which have a market condition was estimated using a Monte Carlo probability model and determined to be $72.06 per RSU.
Rights Agreement
On April 6, 2026, the Board approved and authorized management to enter into, on April 9, 2026, the Second Amended and Restated Rights Agreement (the “Second A&R Rights Agreement”) between the Company and Computershare Trust Company, N.A., as rights agent, which amended and restated the Amended and Restated Rights Agreement with Computershare Trust Company, N.A., as rights agent (the “A&R Rights Agreement”) in its entirety. Each Right entitles the registered holder to purchase from the Companyone share of Common Stock at a purchase price of $95 per share, subject to adjustment as described in the Second A&R Rights Agreement (the “Purchase Price”). The Company’s stockholders ratified the adoption of the Second A&R Rights Agreement at the Company’s 2026 annual meeting of stockholders in June 2026.
In general terms, the Second A&R Rights Agreement implements the same features and protective measures of the A&R Rights Agreement (except as noted below) and includes the following revised provisions:
| i. | extends the “Final Expiration Date” from April 10, 2026 to April 8, 2029; and |
|---|
| ii. | increases the Purchase Price from $50 to $95. |
|---|
The Second A&R Rights Agreement otherwise preserves the terms of the prior A&R Rights Agreement. In particular, the Second A&R Rights Agreement does not change:
| i. | the existing 20% beneficial ownership threshold at which a person becomes an “Acquiring Person”; or |
|---|
| ii. | the existing qualifying offer provision and the related stockholder redemption feature. |
|---|
The Company’s Board of Directors adopted the Second A&R Rights Agreement and prior versions of the Rights Agreement to enable all stockholders of the Company to realize the full potential value of their investment in the Company. The Second 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 Second 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.
The Company’s Board of Directors may consider an earlier termination of the Second A&R Rights Agreement if market and other conditions warrant.
Dividends
During 2026, the Company’s Board of Directors declared and paid the following dividends:
| · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| Declaration Date · Record Date · Payment Date · · · Total Dividends per Share · · · Total Dividends Paid (Dollars in Thousands) | ||||||
| February 25, 2026 | March 20, 2026 | March 30, 2026 | | $2.15 | | $106,435 |
| May 6, 2026 | June 12, 2026 | June 26, 2026 | | $4.55 | | $225,319 |
| August 7, 2026 | September 10, 2026 | September 24, 2026 | | $5.05 | | $250,133 |
On November 3, 2026, the Company’s Board of Directors declared cash dividends of $5.05 per share of common stock, payable on December 23, 2026 to stockholders of record as of December 9, 2026.
Note 12 — Accumulated Other Comprehensive Loss:
The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:
| | | | | | | |
|---|---|---|---|---|---|---|
| (Dollars in thousands) · · September 30, 2026 · · December 31, 2025 | ||||||
| Unrealized gains on derivative instruments | | $5,577 | | $2,093 | ||
| Items not yet recognized as a component of net periodic benefit cost (pension plans) | | | (12,185) | | | (12,933) |
| Foreign currency translation adjustment | | | (233) | | | — |
| | | $(6,841) | | $(10,840) | ||
The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three and nine months ended September 30, 2026 and 2025 follow:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · · Unrealized gains on cash flow hedges · · Items not yet recognized as a component of net periodic benefit cost · · Foreign currency translation adjustment · · Total | ||||||||||||
| Balance as of June 30, 2026 | | $1,377 | | $(12,449) | | $(255) | | $(11,327) | ||||
| Current period change, excluding amounts reclassified | | | | | | | | | | | | |
| from accumulated other comprehensive loss | | | 4,540 | | | — | | | 22 | | | 4,562 |
| Amounts reclassified from accumulated other comprehensive loss | | | (340) | | | 264 | | | — | | | (76) |
| Balance as of September 30, 2026 | | $5,577 | | $(12,185) | | $(233) | | $(6,841) | ||||
| | | | | | | | | | | | | |
| Balance as of June 30, 2025 | | $3,566 | | $(13,712) | | $— | | $(10,146) | ||||
| Current period change, excluding amounts reclassified | | | | | | | | | | | | |
| from accumulated other comprehensive loss | | | 79 | | | 269 | | | — | | | 348 |
| Amounts reclassified from accumulated other comprehensive loss | | | (908) | | | 262 | | | — | | | (646) |
| Balance as of September 30, 2025 | | $2,737 | | $(13,181) | | $— | | $(10,444) | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) · · Unrealized gains on cash flow hedges · · Items not yet recognized as a component of net periodic benefit cost · · Foreign currency translation adjustment · · Total | ||||||||||||
| Balance as of December 31, 2025 | | $2,093 | | $(12,933) | | $— | | $(10,840) | ||||
| Current period change, excluding amounts reclassified | | | | | | | | | | | | |
| from accumulated other comprehensive loss | | | 4,699 | | | (311) | | | (233) | | | 4,155 |
| Amounts reclassified from accumulated other comprehensive loss | | | (1,215) | | | 1,059 | | | — | | | (156) |
| Balance as of September 30, 2026 | | $5,577 | | $(12,185) | | $(233) | | $(6,841) | ||||
| | | | | | | | | | | | | |
| Balance as of December 31, 2024 | | $5,176 | | $(13,037) | | $— | | $(7,861) | ||||
| Current period change, excluding amounts reclassified | | | | | | | | | | | | |
| from accumulated other comprehensive loss | | | 68 | | | (918) | | | — | | | (850) |
| Amounts reclassified from accumulated other comprehensive loss | | | (2,507) | | | 774 | | | — | | | (1,733) |
| Balance as of September 30, 2025 | | $2,737 | | $(13,181) | | $— | | $(10,444) | ||||
Amounts reclassified out of each component of accumulated other comprehensive loss follow:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, · · | ||||||||||||||
| (Dollars in thousands) | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | Statement of Operations Line Item |
| Reclassifications of gains on cash flow hedges: | | | | | | | | | | | | | | |
| Interest rate swaps entered into by the Company's subsidiaries | | $(108) | | $(630) | | $(493) | | $(2,161) | | Interest expense | ||||
| | | | | | | | | | | | | | | |
| Reclassifications of losses on discontinued hedging instruments: | | | | | | | | | | | | | | |
| Interest rate swap entered into by the Company's subsidiaries | | | (232) | | | (278) | | | (722) | | | (346) | | 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 | | | 264 | | | 262 | | | 1,059 | | | 774 | | Other income |
| Total before and net of tax | | $(76) | | $(646) | | $(156) | | $(1,733) | | | ||||
At September 30, 2026, the Company expects that it will reclassify $0.7 million (gross and net of tax) of net gain on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months attributable to interest rate swaps held by the Company.
Note 13 — Shipping Revenue and Other Operating Revenues:
Revenue Recognition
The majority of the Company’s contracts for pool revenues, time charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are short term and are cancellable with up to 90 days’ notice. As of September 30, 2026, the Company is a party to time charter out contracts with customers onthree VLCCs, four Suezmaxes, one LR2, andthree MRs with expiry dates ranging from December 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) is recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.
Lightering services provided by the Company’s Crude Tanker Lightering Business, voyage charter contracts that do not meet the definition of a lease, and commercial management services rendered to vessel owners participating in the VLCC and Suezmax tanker pools (TIL and TISL), respectively, 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.
The following tables present the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three and nine months ended September 30, 2026 and 2025:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Crude · · Product · · · | |||||||||
| (Dollars in thousands) · · Tankers · · Carriers · · Totals | |||||||||
| Three months ended September 30, 2026: | | | | | | | | | |
| Revenues from leases | | | | | | | | | |
| Pool revenues | | $102,981 | | $112,570 | | $215,551 | |||
| Time charter revenues | | | 103,295 | | | 10,666 | | | 113,961 |
| Voyage charter revenues from non-variable lease payments(1) | | | 131,263 | | | 1,035 | | | 132,298 |
| Voyage charter revenues from variable lease payments(1) | | | 11,419 | | | – | | | 11,419 |
| Revenues from services | | | | | | | | | |
| Voyage charter revenues from voyage charters | | | 141 | | | — | | | 141 |
| Voyage charter revenues from lightering services | | | 9,832 | | | — | | | 9,832 |
| Total shipping revenues | | $358,931 | | $124,271 | | $483,202 | |||
| | | | | | | | | | |
| Other operating revenues | | $2,247 | | $— | | $2,247 | |||
| | | | | | | | | | |
| Three months ended September 30, 2025: | | | | | | | | | |
| Revenues from leases | | | | | | | | | |
| Pool revenues | | $67,776 | | $78,247 | | $146,023 | |||
| Time charter revenues | | | 19,252 | | | 19,788 | | | 39,040 |
| Voyage charter revenues from non-variable lease payments | | | 46 | | | 1,887 | | | 1,933 |
| Revenues from services | | | | | | | | | |
| Voyage charter revenues from lightering services | | | 9,392 | | | — | | | 9,392 |
| Total shipping revenues | | $96,466 | | $99,922 | | $196,388 | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Crude · · Product · · · | |||||||||
| (Dollars in thousands) · · Tankers · · Carriers · · Totals | |||||||||
| Nine months ended September 30, 2026: | | | | | | | | | |
| Revenues from leases | | | | | | | | | |
| Pool revenues | | $327,055 | | $392,519 | | $719,574 | |||
| Time charter revenues | | | 222,962 | | | 40,643 | | | 263,605 |
| Voyage charter revenues from non-variable lease payments(1) | | | 232,391 | | | 7,360 | | | 239,751 |
| Voyage charter revenues from variable lease payments(1) | | | 21,149 | | | – | | | 21,149 |
| Revenues from services | | | | | | | | | |
| Voyage charter revenues from voyage charters | | | 141 | | | — | | | 141 |
| Voyage charter revenues from lightering services | | | 31,745 | | | — | | | 31,745 |
| Total shipping revenues | | $835,443 | | $440,522 | | $1,275,965 | |||
| | | | | | | | | | |
| Other operating revenues | | $6,590 | | $— | | $6,590 | |||
| | | | | | | | | | |
| Nine months ended September 30, 2025: | | | | | | | | | |
| Revenues from leases | | | | | | | | | |
| Pool revenues | | $206,894 | | $225,497 | | $432,391 | |||
| Time charter revenues | | | 52,551 | | | 59,075 | | | 111,626 |
| Voyage charter revenues from non-variable lease payments | | | 272 | | | 2,583 | | | 2,855 |
| Revenues from services | | | | | | | | | |
| Voyage charter revenues from lightering services | | | 28,551 | | | — | | | 28,551 |
| Total shipping revenues | | $288,268 | | $287,155 | | $575,423 | |||
| (1) | Voyage charter revenues from non-variable and variable lease payments include voyage charter revenues of TISL. |
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 assets (Unbilled Commercial Management Fees) · · Contract liabilities (Deferred revenues and off hires) | ||||||||||||
| Opening balance as of January 1, 2026 | | $2,622 | | $— | | $— | | $— | ||||
| Closing balance as of September 30, 2026 | | | 4,235 | | | 246 | | | 2,844 | | | — |
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 are generally transferred to customers over time. The expected duration of services is less than one year. There were no material adjustments in revenues from performance obligations satisfied in previous periods recognized during the three and nine months ended September 30, 2026 and 2025, respectively.
Costs to Obtain or Fulfill a Contract
As of September 30, 2026, there wereno unamortized deferred costs of obtaining or fulfilling a contract.
European Union’s Emissions Trading System
The European Union’s Emissions Trading System (“EU ETS”) emissions allowances (“EUA”) 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 condensed 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 condensed consolidated statements of operations.
Any EUAs held by the Company are intended to be used to settle its EUA obligations and are accounted for as intangible assets. As of September 30, 2026, the value of EUAs held by the Company that are required to be surrendered to the EU authorities by September 30, 2027 is approximately $4.2 million and is included in other current assets in the condensed consolidated balance sheet.
The following table presents the components of the revenues and expenses recognized for EUAs earned and incurred during the three and nine months ended September 30, 2026 and 2025:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| (Dollars in thousands) · · 2026 · · 2025 · · 2026 · · 2025 | ||||||||||||
| Pool revenues | | $828 | | $1,230 | | $5,692 | | $5,463 | ||||
| Time charter revenues | | | 883 | | | 423 | | | 2,335 | | | 1,483 |
| Voyage charter revenues | | | 1,314 | | | — | | | 2,868 | | | — |
| Total shipping revenues | | $3,025 | | $1,653 | | $10,895 | | $6,946 | ||||
| | | | | | | | | | | | | |
| Voyage expenses | | $4,696 | | $1,653 | | $12,566 | | $6,946 | ||||
The value of EUAs due to the Company from its charterers or commercial pools in which it participates is $6.8 million as of September 30, 2026 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 was $10.9 million as of September 30, 2026 and is included in other current liabilities in the condensed 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 lease term of 12 months or less; and (iii) short term leases of office and other space.
Contracts under which the Company is a Lessee
The Company hastwo major categories of leases – chartered-in vessel and leased office space and vessel equipment. The expenses recognized during the three and nine months ended September 30, 2026 and 2025 for the lease component of these leases are as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended September 30, · · Nine Months Ended September 30, | ||||||||||||
| (Dollars in thousands) | | | 2026 | | | 2025 | | | 2026 | | | 2025 |
| Operating lease cost | | | | | | | | | | | | |
| Vessel assets | | | | | | | | | | | | |
| Charter hire expenses | | $12 | | $2,494 | | $3,051 | | $11,714 | ||||
| | | | | | | | | | | | | |
| Office space and vessel equipment | | | | | | | | | | | | |
| General and administrative | | | 227 | | | 227 | | | 681 | | | 681 |
| Voyage expenses | | | 46 | | | 46 | | | 138 | | | 76 |
| Vessel expenses | | | 20 | | | — | | | 60 | | | — |
| | | | | | | | | | | | | |
| Short-term lease cost | | | | | | | | | | | | |
| Vessel assets (1) | | | | | | | | | | | | |
| Charter hire expenses | | | 867 | | | 1,244 | | | 3,514 | | | 3,795 |
| Total lease cost | | $1,172 | | $4,011 | | $7,444 | | $16,266 | ||||
| (1) | Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $0.2 million and $1.6 million for the three and nine months ended September 30, 2026, respectively, compared with $0.4 million and $1.1 million for the three and nine months ended September 30, 2025, respectively, including both lease and non-lease components. |
Supplemental cash flow information related to leases was as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Nine Months Ended September 30, | ||||
| (Dollars in thousands) · · · 2026 · · · 2025 | ||||
| Cash paid for amounts included in the measurement of lease liabilities · · · · · · | ||||
| Operating cash flows used for operating leases | | $4,077 | | $12,609 |
Supplemental balance sheet information related to leases was as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| (Dollars in thousands) · · September 30, 2026 · · December 31, 2025 | ||||||
| Operating lease right-of-use assets | | $5,139 | | $7,220 | ||
| | | | | | | |
| Current portion of operating lease liabilities | | $(1,349) | | $(3,182) | ||
| Long-term operating lease liabilities | | | (5,546) | | | (5,954) |
| Total operating lease liabilities | | $(6,895) | | $(9,136) | ||
| | | | | | | |
| Weighted average remaining lease term - operating leases | | | 6.26 years | | | 5.62 years |
| Weighted average discount rate - operating leases | | | 4.41% | | | 4.77% |
Office space and vessel equipment:
The Company has operating leases for offices, a lightering workboat dock space, and hull cleaning robots. These leases have expiry dates ranging from November 2026 to May 2033.
Payments of lease liabilities for office space and vessel equipment as of September 30, 2026 are as follows:
| | | | |
|---|---|---|---|
| (Dollars in thousands) | | | Amount |
| 2026 | | $331 | |
| 2027 | | | 1,406 |
| 2028 | | | 1,260 |
| 2029 | | | 1,185 |
| 2030 | | | 1,104 |
| Thereafter | | | 2,602 |
| Total lease payments | | | 7,888 |
| less imputed interest | | | (993) |
| Total operating lease liabilities | | $6,895 |
Contracts under which the Company is a Lessor
See Note 13, “Shipping Revenue and Other Operating Revenues,” for discussion on the Company’s revenues from operating leases accounted for under ASC 842.
The future minimum contracted revenues, before the deduction of brokerage commissions, expected to be received on non-cancelable time charters forthree VLCCs, four Suezmaxes, one LR2, andthree MRs, and the related revenue days as of September 30, 2026 are as follows:
| | | | | | |
|---|---|---|---|---|---|
| (Dollars in thousands) · · Amount · · Revenue Days | |||||
| 2026 | | $34,210 | | 980 | |
| 2027 | | | 103,334 | | 2,717 |
| 2028 | | | 98,161 | | 2,562 |
| 2029 | | | 62,643 | | 1,715 |
| 2030 | | | 7,068 | | 228 |
| Future minimum revenues | | $305,416 | | 8,202 | |
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 newbuild 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 — Contingencies:
INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.
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 is 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 February 2023, a commercial dispute arose between the Company and a counterparty that led to the arrest of one of the Company’s vessels in late July 2023, The vessel was subsequently released, with the dispute becoming subject to an arbitration hearing in England. In March 2025, the arbitration tribunal ruled in the Company’s favor by (i) dismissing the arresting party’s claims against the Company, and (ii) awarding the Company monetary damages of $25 million. The arresting party appealed the arbitration tribunal’s ruling in April 2025; that appeal was dismissed in September 2025. During the nine months ended September 30, 2026, the Company recovered $4.8 million in connection with that ruling, for legal fees that it had incurred in relation to this matter. Such recovery was recognized as a reduction in general and administrative expenses during the nine months ended September 30, 2026. The Company’s ultimate ability to collect the balance of the damages in whole or in part from the arresting party remains uncertain.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.