Annual report
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Table of Contents SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTSPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________. Commission File Number 1-37836-1 INTERNATIONAL SEAWAYS, INC.(Exact name of registrant as specified in its charter) Marshall Islands 98-0467117(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)600 Third Avenue, 39th Floor, New York, New York 10016(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 212-578-1600Securities registered pursuant to Section 12(b) of the Act: Title of each class Ticker Symbol Name of each exchange on which registeredCommon Stock (no par value) INSW New York Stock Exchange Rights to Purchase Common Stock N/A New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of “large acceleratedfiler,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.Yes ☒ No ☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the common equity held by non-affiliates of the registrant on June 30, 2025, the last business day of the registrant’s most recently completed second quarter, was $1.8 billion, based onthe closing price of $36.48 per share of common stock on the NYSE on that date. For this purpose, all outstanding shares of common stock have been considered held by non-affiliates, other than the sharesbeneficially owned by directors and officers of the registrant; certain of such persons disclaim that they are affiliates of the registrant. The number of shares outstanding of the issuer’s common stock, as of February 23, 2026: common stock, no par value, 49,427,543 shares. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement to be filed by the registrant in connection with its 2026 Annual Meeting of Shareholders are incorporated by reference in Part III
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Table of Contents TABLE OF CONTENTS Available Information iForward-Looking Statements iSupplementary Financial Information iiiGlossary iiiPART IItem 1. Business 1Our Business 12025 in Review 1Our Strategy 2Fleet Operations 5Human Capital Management and Employees 9Competition 11Environmental and Security Matters Relating to Bulk Shipping 11Inspection by Classification Societies 21Insurance 21Income Taxation of the Company 22Item 1A. Risk Factors 23Item 1B. Unresolved Staff Comments 46Item 1C. Cybersecurity 47Item 2. Properties 50Item 3. Legal Proceedings 50Item 4. Mine Safety Disclosures 50 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 50Item 6. ReservedItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 54Item 7A. Quantitative and Qualitative Disclosures about Market Risk 70Item 8. Financial Statements and Supplementary Data 71Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 122Item 9A. Controls and Procedures 122Item 9B. Other Information 123 PART IIIItem 10. Directors, Executive Officers and Corporate Governance 123Item 11. Executive Compensation 125Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 125Item 13. Certain Relationships and Related Transactions, and Director Independence 125Item 14. Principal Accounting Fees and Services 125 PART IVItem 15. Exhibits, Financial Statement Schedules 126Item 16. Form 10-K Summary 132Signatures 133
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Table of Contents i References in this Annual Report on Form 10-K to the “Company”, “INSW”, “we”, “us”, or “our” refer to International Seaways, Inc. and, unless the context otherwiserequires or otherwise is expressly stated, its subsidiaries. A glossary of shipping terms (the “Glossary”) that should be used as a reference when reading this Annual Report on Form 10-K can be found immediately prior toPart I. Capitalized terms that are used in this Annual Report are either defined when they are first used or in the Glossary. AVAILABLE INFORMATION The Company makes available free of charge through its internet website www.intlseas.com, its Annual Report on Form 10-K, quarterly reports on Form 10-Q, currentreports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soonas reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission (the “SEC”). Ourwebsite and the information contained on that site, or connected to that site, are not incorporated by reference in this Annual Report on Form 10-K. The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549(information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330). The SEC also maintains a website that containsreports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov. The Company also makes available on its website, its corporate governance guidelines, its Code of Business Conduct and Ethics, insider trading policy, anti-briberyand corruption policy, incentive compensation recoupment policy, and charters of the Audit Committee, Human Resources and Compensation Committee,Sustainability and Safety Committee and Corporate Governance and Risk Assessment Committee of the Board of Directors. The Company is required to disclose anyamendment to a provision of its Code of Business Conduct and Ethics. The Company intends to use its website as a method of disseminating this disclosure, aspermitted by applicable SEC rules. Any such disclosure will be posted to the Company’s website within four business days following the date of any such amendment.Neither our website nor the information contained on that site, or connected to that site, is incorporated by reference into this Annual Report on Form 10-K. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements. In addition, we may make or approve certain statements in future filings with the SEC, in pressreleases, or oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. Words such as “may”, “will”, “should”, “would”, “could”, “appears”, “believe”, “intends”, “expects”, “estimates”, “targeted”, “plans”,“anticipates”, “goal”, and similar expressions are intended to identify forward-looking statements but should not be considered as the only means through which thesestatements may be made. Such forward-looking statements represent the Company’s reasonable expectation with respect to future events or circumstances based onvarious factors and are subject to various risks and uncertainties and assumptions relating to the Company’s operations, financial results, financial condition, business,prospects, growth strategy and liquidity. Accordingly, there are or will be important factors, many of which are beyond the control of the Company, that could cause theCompany’s actual results to differ materially from those indicated in these statements. Undue reliance should not be placed on any forward-looking statements andconsideration should be given to the following factors when reviewing any such statement. Such factors include, but are not limited to: ● the highly cyclical nature of INSW’s industry;● fluctuations in the market value of vessels;● declines in charter rates, including spot charter rates or other market deterioration;● an increase in the supply of vessels without a commensurate increase in demand;● the impact of adverse weather and natural disasters;● the adequacy of INSW’s insurance to cover its losses, including in connection with maritime accidents or spill events;● constraints on capital availability;● changing economic, political and governmental conditions in the United States and/or abroad and general conditions in the oil and natural gas industry;
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Table of Contents ii ● the effect of an increase in trade protectionism, including tariffs, and fees on vessels entering U.S. ports that were constructed in China or are owned oroperated by a Chinese entity, and fees on vessels entering Chinese ports that were not constructed in China and that are owned or operated by a U.S.controlled entity;● the impact of changes in fuel prices;● acts of piracy on ocean-going vessels;● terrorist attacks and international hostilities and instability, including attacks against merchant vessels in the Red Sea and the Gulf of Aden by Iran-backedHouthi militants based in Yemen;● the war between Russia and Ukraine could adversely affect INSW’s business;● the impact of public health threats and outbreaks of other highly communicable diseases;● the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business opportunities and successfully run its business in thefuture;● an event occurs that causes the rights issued under the Amended and Restated Rights Agreement adopted by the Company on April 11, 2023 to becomeexercisable;● the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants;● the Company’s ability to make capital expenditures to expand the number of vessels in its fleet, and to maintain all of its vessels and to comply with existingand new regulatory standards;● the availability and cost of third-party service providers for technical and commercial management of the Company’s fleet;● the Company’s ability to renew its time charters when they expire or to enter into new time charters;● termination or change in the nature of the Company’s relationship with any of the commercial pools in which it participates and the ability of such commercialpools to pursue a profitable chartering strategy;● competition within the Company’s industry and INSW’s ability to compete effectively for charters with companies with greater resources;● the loss of a large customer or significant business relationship;● the Company’s ability to realize benefits from its past acquisitions or acquisitions or other strategic transactions it may make in the future;● increasing operating costs and capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties or the consolidation ofsuppliers;● the Company’s ability to replace its operating leases on favorable terms, or at all;● changes in credit risk with respect to the Company’s counterparties on contracts;● the failure of contract counterparties to meet their obligations;● the compliance by shipyards that are constructing the Company’s newbuild vessels with their obligations under the shipbuilding contracts;● the Company’s ability to attract, retain and motivate key employees;● work stoppages or other labor disruptions by employees of INSW or other companies in related industries;● unexpected drydock costs;● the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom;● the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate;● seasonal variations in INSW’s revenues;● government requisition of the Company’s vessels during a period of war or emergency;● the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to ballast watertreatment and the emission of greenhouse gases and air contaminants, including from marine engines;● legal, regulatory or market measures to address climate change, including proposals to restrict emissions of greenhouse gases (“GHGs”) and othersustainability initiatives, could have an adverse impact on the Company’s business and results of operations;● increasing scrutiny and changing expectations from investors, lenders, and other market participants with respect to our sustainability and governancepolicies;● any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption;● the impact of litigation, government inquiries and investigations;● governmental claims against the Company;● the arrest of INSW’s vessels by maritime claimants;
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Table of Contents iii ● changes in laws, including governing tax laws, treaties or regulations, including those relating to environmental and security matters;● changes in worldwide trading conditions, including the impact of tariffs, trade sanctions, boycotts and other restrictions on trade; and● pending and future tax law changes may result in significant additional taxes to INSW. Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in this Annual Report on Form 10-K and in other reportshereafter filed by the Company with the SEC under the caption “Risk Factors.” The Company assumes no obligation to update or revise any forward-lookingstatements. Forward-looking statements in this Annual Report on Form 10-K and written and oral forward-looking statements attributable to the Company or itsrepresentatives after the date of this Annual Report on Form 10-K are qualified in their entirety by the cautionary statement contained in this paragraph and in otherreports hereafter filed by the Company with the SEC. SUPPLEMENTARY FINANCIAL INFORMATION The Company reports its financial results in accordance with generally accepted accounting principles of the United States of America (“GAAP”). However, theCompany has included certain non-GAAP financial measures and ratios, which it believes provide useful information to both management and readers of this report inmeasuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP and, therefore,may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to other titledmeasures determined in accordance with GAAP. The Company presents three non-GAAP financial measures: time charter equivalent revenues, EBITDA and Adjusted EBITDA. Time charter equivalent revenuesrepresent shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter.EBITDA represents net income/(loss) before interest expense and income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDAadjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. This Annual Report on Form 10-K includes industry data and forecasts that we have prepared based, in part, on information obtained from industry publications andsurveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to bereliable. In addition, certain statements regarding our market position in this report are based on information derived from the Company’s market studies and researchreports. Unless we state otherwise, statements about the Company’s relative competitive position in this report are based on our management’s beliefs, internal studiesand management’s knowledge of industry trends. GLOSSARY Unless otherwise noted or indicated by the context, the following terms used in the Annual Report on Form 10-K have the following meanings: Aframax—A medium size crude oil tanker of approximately 80,000 to 120,000 deadweight tons. Aframaxes can generally transport from 500,000 to 800,000 barrels ofcrude oil and are also used in Lightering. A coated Aframax operating in the refined petroleum products trades may be referred to as an LR2. Ballast — Any heavy material, including water, carried temporarily or permanently in a vessel to provide desired draft and stability. Bareboat charter—A charter under which a customer pays a fixed daily or monthly rate for a fixed period of time for use of the vessel. The customer pays all costs ofoperating the vessel, including voyage and vessel expenses. Bareboat charters are usually long term. b/d—Barrels per day. Charter—Contract entered into with a customer for the use of the vessel for a specific voyage at a specific rate per unit of cargo (“voyage charter”), or for a specificperiod of time at a specific rate per unit (day or month) of time (“time charter”). Classification Societies—Organizations that establish and administer standards for the design, construction and operational maintenance of vessels. As a practicalmatter, vessels cannot trade unless they meet these standards.
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Table of Contents iv Commercial management or commercially managed—The management of the employment, or chartering, of a vessel and associated functions, including seeking andnegotiating employment for vessels, billing and collecting revenues, issuing voyage instructions, purchasing fuel, and appointing port agents. Commercial management agreements or CMA — A contract under which the commercial management of a vessel is outsourced to a third-party service provider. Commercial pool—A commercial pool is a group of similar size and quality vessels with different shipowners that are placed under one administrator or manager.Pools allow for scheduling and other operating efficiencies such as multi-legged charters and contracts of affreightment and other operating efficiencies. Consolidated Net Debt to Book Capital— Consolidated debt, net of unamortized discounts and deferred finance costs and the sum of consolidated cash and cashequivalents, short-term investments and non-current restricted cash divided by total equity. Consolidated Net Debt to Assets Value—Consolidated debt, net of unamortized discounts and deferred finance costs and the sum of consolidated cash and cashequivalents, short-term investments and non-current restricted cash, divided by the fair value of the Company’s owned fleet of vessels. Contract of affreightment or COA—An agreement providing for the transportation between specified points for a specific quantity of cargo over a specific time periodbut without designating specific vessels or voyage schedules, thereby allowing flexibility in scheduling since no vessel designation is required. COAs can either have afixed rate or a market-related rate. One example would be two shipments of 70,000 tons per month for two years at the prevailing spot rate at the time of each loading. Crude oil—Oil in its natural state that has not been refined or altered. Deadweight tons or dwt—The unit of measurement used to represent cargo carrying capacity of a vessel, but including the weight of consumables such as fuel, lube oil,drinking water and stores. Demurrage—Additional revenue paid to the shipowner on its voyage charters for delays experienced in loading and/or unloading cargo that are not deemed to be theresponsibility of the shipowner, calculated in accordance with specific Charter terms. Drydocking—An out-of-service period during which planned repairs and maintenance are carried out, including all underwater maintenance such as external hullpainting. During the drydocking, certain mandatory Classification Society inspections are carried out and relevant certifications issued. Normally, as the age of a vesselincreases, the cost and frequency of drydockings increase. Emission Control Area—A sea area in which stricter controls are established to minimize airborne emissions from ships as defined by Annex VI of the 1997 MARPOLProtocol. EU – the European Union. Exclusive Economic Zone—An area that extends up to 200 nautical miles beyond the territorial sea of a state’s coastline (land at lowest tide) over which the state hassovereign rights for the purpose of exploring, exploiting, conserving and managing natural resources. Exhaust Gas Cleaning System (“scrubber”)—Shipboard equipment intended to reduce sulfur air emissions to within regulatory limits. Floating Storage Offloading Unit or FSO—A converted or new build barge or tanker, moored at a location to receive crude or other products for storage and transferpurposes. FSOs are not equipped with petroleum processing facilities. Handysize— Smaller product carrier of approximately 25,000 to 42,000 deadweight tons, generally operate on medium-range or shorter routes. International Energy Agency or IEA — An intergovernmental organization established in the framework of the Organization for Economic Co-operation andDevelopment in 1974. Among other things, the IEA provides research, statistics, analysis and recommendations relating to energy. International Maritime Organization or IMO—An agency of the U.N., which is the body that is responsible for the administration of internationally developed maritimesafety and pollution treaties, including MARPOL.
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Table of Contents v International Flag—International law requires that every merchant vessel be registered in a country. International Flag vessel refers to those vessels that are registeredunder a flag other than that of the United States. LIBOR—the London Interbank Offered Rate. Lightering—The process of off-loading crude oil or petroleum products from large size tankers, typically VLCCs, into smaller tankers and/or barges for discharge inports from which the larger tankers are restricted due to the depth of the water, narrow entrances or small berths. LR1—A coated Panamax tanker. LR is an abbreviation of Long Range. LR2—A coated Aframax tanker. MARPOL—International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto. This convention includesregulations aimed at preventing and minimizing pollution from ships by accident and by routine operations. MR—An abbreviation for Medium Range. Certain types of vessels, such as a Product Carrier of approximately 42,000 to 60,000 deadweight tons, generally operate onmedium-range routes. OECD—Organization for Economic Cooperation and Development is a group of developed countries in North America, Europe and Asia. OPEC—Organization of Petroleum Exporting Countries, which is an international organization established to coordinate and unify the petroleum policies of itsmembers. P&I insurance or P&I—Protection and indemnity insurance, commonly known as P&I insurance, is a form of marine insurance provided by a P&I club. A P&I club is amutual (i.e., a co-operative) insurance association that provides cover for its members, who will typically be shipowners, ship-operators or demise charterers. Panamax—A medium size vessel of approximately 53,000 to 80,000 deadweight tons. A coated Panamax operating in the refined petroleum products trades may bereferred to as an LR1. Product Carrier—General term that applies to any tanker that is used to transport refined oil products, such as gasoline, jet fuel or heating oil. Safety Management System or SMS—A framework of processes and procedures that addresses a spectrum of operational risks associated with quality, environment,health and safety. The SMS is certified by ISM (International Safety Management Code), ISO 9001 (Quality Management) and ISO 14001 (EnvironmentalManagement). Scrubber—See Exhaust Gas Cleaning System. SOFR—Secured Overnight Financing Rate. Special Survey—An extensive inspection of a vessel by Classification Society surveyors that must be completed once every five-year period. Special surveys require avessel to be drydocked. Suezmax—A large crude oil tanker of approximately 120,000 to 200,000 deadweight tons. Suezmaxes can generally transport about one million barrels of crude oil. Technical Management or technically managed—The management of the operation of a vessel, including physically maintaining the vessel, maintaining necessarycertifications, and supplying necessary stores, spares, and lubricating oils. Responsibilities also generally include selecting, engaging and training crew, and arrangingnecessary insurance coverage. Time Charter—A Charter under which a customer pays a fixed daily or monthly rate for a fixed period of time for use of the vessel. Subject to any restrictions in theCharter, the customer decides the type and quantity of cargo to be carried and the ports of loading and unloading. The customer pays all voyage expenses such as fuel,canal tolls, and port charges. The shipowner pays all vessel expenses such as the technical management expenses.
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Table of Contents vi Time Charter Equivalent or TCE—TCE is the abbreviation for time charter equivalent. TCE revenues, which is voyage revenues less voyage expenses, serves as anindustry standard for measuring and managing fleet revenue and comparing results between geographical regions and among competitors. Ton-mile demand—A calculation that multiplies the average distance of each route a tanker travels by the volume of cargo moved. The greater the increase in long haulmovement compared with shorter haul movements, the higher the increase in ton-mile demand. U.N. – the United Nations U.S. Coast Guard or USCG—The United States Coast Guard. Vessel Expenses—Includes crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance and communication costs associated with theoperations of vessels. Vessel Recycling—The complete or partial dismantling of a ship at a recycling facility to recover components and materials for reprocessing and reuse, includingmanagement and care of hazardous and other similar materials. VLCC—VLCC is the abbreviation for Very Large Crude Carrier, a large crude oil tanker of approximately 200,000 to 320,000 deadweight tons. VLCCs can generallytransport two million barrels or more of crude oil. These vessels are mainly used on the longest (long haul) routes from the Arabian Gulf to North America, Europe, andAsia, from West Africa to the United States and Asian destinations and from the Americas to Asian destinations. Voyage Charter—A charter under which a customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. Theshipowner pays all Voyage Expenses, and all Vessel Expenses unless the vessel to which the Charter relates has been time chartered-in. The customer is liable forDemurrage, if incurred. Voyage Expenses—Includes fuel, port charges, canal tolls, cargo handling operations and brokerage commissions paid by the Company under voyage charters. Theseexpenses are subtracted from shipping revenues to calculate TCE revenues for voyage charters.
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Table of Contents 1International Seaways, Inc. PART I ITEM 1. BUSINESS OUR BUSINESS International Seaways, Inc., a Marshall Islands corporation incorporated in 1999, and its wholly owned subsidiaries own and operate a fleet of oceangoing vesselsengaged primarily in the transportation of crude oil and petroleum products in the International Flag trade. Our vessel operations are organized into two segments:Crude Tankers and Product Carriers. At December 31, 2025, we owned or operated an International Flag fleet of 70 vessels (totaling an aggregate of 8.4 million dwt),consisting of VLCC, Suezmax and Aframax crude tankers, as well as LR2, LR1 and MR product carriers. In addition to our operating fleet of 70 vessels, four dual-fuelready LR1 newbuilds are contracted for delivery to the Company between the first and third quarters of 2026, bringing the total operating and newbuild fleet to 74vessels. The Marshall Islands is the principal flag of registry of our vessels. Additional information about our fleet, including its ownership profile, is set forth under“— Fleet Operations — Fleet Summary,” as well as on the Company’s website, www.intlseas.com. Neither our website nor the information contained on that site, orconnected to that site, is incorporated by reference in this Annual Report on Form 10-K. Our ultimate customers, including those of the commercial pools in which we participate, include major independent and state-owned oil companies, oil traders,refinery operators and international government entities. We generally charter our vessels to customers either for specific voyages at spot rates through the services ofpools in which the Company participates, or for specific periods of time at fixed daily rates through time charters or bareboat charters. Spot market rates are highlyvolatile, while time charter and bareboat charter rates provide more predictable streams of TCE revenues because they are fixed for specific periods of time. For a moredetailed discussion on factors influencing spot and time charter markets, see “— Fleet Operations — Commercial Management” below. 2025 IN REVIEW In 2025, we recorded another annual period of strong financial results. Shipping revenues and TCE Revenues for 2025 were $843.3 million and $819.6 million,respectively. Approximately 52% of our TCE Revenues were generated from our Crude Tankers segment and 48% from our Product Carriers segment. Income fromvessel operations decreased by $109.8 million to $345.4 million in 2025, from $455.2 million in 2024, primarily driven by lower average daily rates across INSW’sProduct Carrier sectors. We achieved an Adjusted EBITDA (see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations fordefinition) of $474.7 million in 2025 compared to $583.3 million in 2024. In addition, we continued to further enhance our strong balance sheet by increasing total liquidity to $723.6 million from $632.2 million at the end of 2024, and ended the year with 44% (i.e., 31 vessels) of our fleet unencumbered, a net loan to value ratio of 12.9%, and a net debt-to-capital ratio of 16.5%. We made approximately $426.1 million in capital investments for vessel and other property purchases, vessel improvements, vessel construction and drydocking. We also returned capital to our shareholders through cash dividends totaling $144.6 million. During 2025, we continued to focus on (i) maximizing our fleet’s earning potential through safe and reliable operations, opportunistic charter-ins/charter-outs, and salesand purchases of vessels, (ii) building on our track record as a disciplined capital allocator, and (iii) executing transactions that would ultimately unlock the value of ourshares to investors. We executed these goals during 2025 by: ● Maintaining our fleet optimization program: o We sold 12 vessels – one 2010-built VLCC, one 2011-built VLCC, three 2008-built MRs, five 2007-built MRs and two 2006-built LR1s, resulting innet proceeds of approximately $246.3 million after fees and commissions. We recognized total net gains of approximately $42.5 million on thesesales.o We took delivery of the first two of the six dual-fuel ready LNG 73,600 dwt LR1 Product Carriers under construction in Korea at K ShipbuildingCo., Ltd.’s shipyard.o We took delivery of one 2020-built, scrubber-fitted VLCC in November 2025 for a purchase price of $119.0 million.
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Table of Contents 2International Seaways, Inc. o We opportunistically locked in $34.9 million of minimum revenues (before reduction for brokerage commissions) on non-cancelable time chartersfor two Suezmaxes and two MRs with charter expiry dates ranging from October 2025 to November 2026. At December 31, 2025, the remainingfuture minimum revenues under these charters (approximately $14.6 million), when aggregated with the remaining future minimum revenues(excluding any applicable profit share) under time charters entered into in previous years, totaled approximately $208.7 million.o Between December 2025 and February 2026, we entered into agreements to sell one 2007-built MR, four 2008-built MRs, one 2010-built VLCC andone 2012-built VLCC for aggregate proceeds of approximately $216.4 million, net of commissions and fees. The Company expects to close all ofthese transactions in the first quarter of 2026 and recognize gains from the vessel sales. ● Building on our track record as a disciplined capital allocator o In a cyclical business such as ours, we believe that capital allocation is not a formula embedded in a financial metric but levers that we pull at the right times in the cycle. We have a proven track record of buying vessel assets at appropriate points, while opportunistically renewing our fleet, voluntarily decreasing our leverage and returning a substantial amount of cash to shareholders, throughout the cycle. o We paid out $144.6 million in dividends to our shareholders during 2025 and with the dividend declared by our Board of Directors in February 2026,we will have returned over $1.0 billion to our shareholders since 2020 through dividends and share repurchases. ● Executing a number of liquidity enhancing, deleveraging and financing diversification initiatives, including: o We issued $250 million aggregate principal amount of non-amortizing, 7.125% senior unsecured bonds maturing on September 23, 2030 at an issueprice of 100%.o We exercised our purchase options on six VLCCs that secured the Ocean Yield Lease Financing arrangement. The $257.8 million aggregate purchaseprice, was paid on November 10, 2025 using the proceeds from our senior unsecured bond issuance. The impact of this transaction is reduced interestexpense and the elimination of approximately $22 million in annual mandatory principal payments.o We entered into an ECA Credit Facility, consisting of (i) a 12-year term loan facility of up to $239.7 million and (ii) a commercial credit facility of up to $91.9 million, collectively for use in respect of our LR1 newbuilding program at K Shipbuilding Co., Ltd. The 12-year facility combines for a 20-year amortization profile and a blended interest rate of SOFR plus 125 basis points across two tranches. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Sources of Capital,” forfurther details on these financing transactions. Finally, during the fourth quarter of 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliance with evolving global taxregulations that are focused on the alignment of the jurisdictions in which an entity’s commercial or strategic management are performed with where its profits arerealized, we completed the redomiciliation of our vessel-owning subsidiaries and various intermediate holding companies from the Marshall Islands and Liberia toBermuda. The Company itself remains organized under the laws of the Republic of the Marshall Islands. See “— Income Taxation of the Company — BermudaTaxation” below for further discussion on the impact of this exercise. OUR STRATEGY Our primary objectives are to (i) maintain safe and reliable vessel operations that meet or exceed environmental standards; (ii) actively manage the size, age andcomposition of our fleet over the course of market cycles to increase investment returns and available capital; (iii) maximize cash flows through management of vesselemployment in the spot market through our participation in a number of commercial pools and selective time charters; (iv) defend and grow the market share andprofits of our asset light Crude Tankers Lightering business; (v) execute a disciplined yet flexible capital allocation strategy that is aligned with the shipping industrycycles by maintaining a healthy balance sheet in order to use cash flow generation for opportunistic fleet investment, further de-levering that
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Table of Contents 3International Seaways, Inc. reduces cash break evens and/or interest costs and increases return to shareholders; and (vi) enter into value-creating transactions. The key elements of our strategy are: Actively manage our fleet to maximize return on capital over market cycles. We will continue to actively manage the size and composition of our fleet through opportunistic accretive acquisitions and dispositions as part of our effort to achieveabove-market returns on capital for our vessel assets and renew our fleet. Using our commercial, financial and operational expertise, we will continue to execute ourplan to opportunistically grow our fleet through the timely and selective acquisition of high-quality secondhand vessels, resales or newbuild contracts when we believethose acquisitions will result in attractive returns on invested capital and increased cash flow. We also intend to continue to engage in opportunistic dispositions wherewe can achieve attractive values for our vessels relative to their anticipated future earnings from operations as we assess the market cycle. Taken together, we believethese activities have and will continue to help us maintain a balanced, high-quality and modern fleet of crude oil and refined product vessels with an enhanced return oninvested capital. We believe our balanced and versatile fleet, our experience and our long-standing relationships with participants in the crude and refined productshipping industry position us to identify and take advantage of attractive acquisition opportunities in any vessel class in the international market. Generate strong cash flows through a blend of spot market and period market exposure We believe we are well-positioned to generate strong cash flows by identifying and taking advantage of attractive chartering opportunities in the International Flagtanker market. We will continue to pursue an overall chartering strategy, with a substantial spot rate exposure that provides us with higher returns when the morevolatile spot market is stronger. We currently deploy the majority of our fleet on a spot rate basis to benefit from market volatility and what we believe are the traditionally higher returns the spotmarket offers compared with time charters. We believe this strategy continues to offer significant upside exposure to the spot market and an opportunity to captureenhanced profit margins at times when vessel demand exceeds supply. As of December 31, 2025, we participated in six commercial pools as our principal means ofparticipation in the spot market— Tankers International (“TI”), Maersk Tankers Suezmax Pool (“MAERSK”), Panamax International (“PI”), Clean Products TankersAlliance (“CPTA”), Norden Tanker Pool (“NTP”) and Aframax International Pool (“AI”) — each selected for specific expertise in its respective market. Our continuedparticipation in pools allows us to benefit from economies of scale and higher vessel utilization rates. We plan to continue to complement our spot chartering strategy by selectively employing a portion of our vessels on time charters that provide consistent cash flows.As of December 31, 2025, we had three VLCCs, two Suezmaxes, one Aframax, one LR2 and six MRs on time charters expiring between 2026 and 2030. We may seekto place other tonnage on time charters, for storage or transport, when we can do so at attractive rates. Maintain an appropriate and flexible financial profile. We seek to maintain a strong balance sheet and prudent financial leverage with sufficient liquidity that positions us to take advantage of attractive strategicopportunities throughout the dynamic tanker cycles of the shipping sector. During 2025, we maintained what we believe to be reasonable financial leverage for thecurrent point in the tanker cycle. As of December 31, 2025, we had total liquidity on a consolidated basis of $723.6 million, comprised of $166.9 million of cash andshort-term investments and $556.7 million of remaining undrawn revolver capacity, as well as a Consolidated Net Debt to Assets Value and Consolidated Net Debt toBook Capital ratios of 12.9% and 16.5%, respectively. Sustainability and governance initiatives We are committed to fulfilling our mission of transporting energy safely and efficiently to customers around the world using well-maintained assets operated bydedicated crews in a diligent and environmentally sustainable manner. We are aware of our role as a crude and petroleum products transporter in a world graduallytransitioning to cleaner energy sources. While we believe that oil will continue to play a significant role in the global energy landscape during this transition, we arecommitted to supporting and adapting to the shift toward cleaner energy. We welcome and support efforts to increase transparency and to promote investors’understanding of how we and our industry peers are addressing the climate change-related risks and opportunities particular to our industry. The Company’sgovernance, strategy, risk management and performance monitoring efforts in this area are evolving and will continue to do so over time. We have disclosed certaininformation relating to sustainability and governance on our website, including our
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Table of Contents 4International Seaways, Inc. Sustainability Disclosure Report. The report includes information on how we monitor, manage and perform on material sustainability and governance issues in the faceof increasing expectations and regulations. Our Sustainability Disclosure Report may be found on our website at www.intlseas.com and is not incorporated by referenceinto this Annual Report. Governance – Our Board of Directors (the “Board”), which had nine members as of December 31, 2025, including seven independent members, has experts in shippingand compliance and engages in regular discussions relating to environmental matters and the Company’s response to related risks and opportunities. During 2024, theBoard established a committee of the Board to assist the Board in fulfilling its sustainability oversight responsibilities with respect to Environmental and Socialpolicies, strategies and programs. The Company’s management team, led by the Chief Executive Officer, has the day-to-day responsibility to execute the action plans asapproved by the Board. Strategy – We are committed to sustainability and governance practices as a part of our core culture. To achieve sustainable growth, including reducing fuel cost andenhancing workforce safety, as well as our long-term financial goals, we have taken actions which include: - The establishment of a Performance and Sustainability team that is tasked with both educating the organization as well as putting in place programsand initiatives to expand our decarbonization efforts; - The continuing implementation of a third-party data collection and analysis platform which allows data to be gathered from our vessels for use inadvanced analytics with the aim of reducing our fuel consumption and CO2 and GHG emissions; - The inclusion of a sustainability-linked pricing mechanism in both the $500 Million Revolving Credit Facility and the $160 Million Revolving CreditFacility. The mechanism has been certified by an independent, leading firm in sustainability and corporate governance research as meetingsustainability-linked loan principles. The adjustment in pricing will be linked to the carbon efficiency of the INSW fleet as it relates to reductions inCO2 emissions year-over-year, such that it aligns with the IMO’s industry reduction targets in GHG emissions by 2050 (as per the 2023 IMOStrategy on Reduction of GHG Emissions from Ships). This key performance indicator is calculated in a manner consistent with the de-carbonizationtrajectory outlined in the Poseidon Principles, the global framework by which financial institutions can assess the climate alignment of their shipfinance portfolios. The relevant emissions data for our fleet will be reported to the applicable Classification Societies, the IMO and the lenders underour sustainability-linked loan facility. We also intend to make such emissions data publicly available. In addition to this GHG reduction measure, thepricing mechanism in the $500 Million Revolving Credit Facility also includes key performance indicators relating to crew safety and investment bythe Company aimed at improving energy efficiency and the reduction of emissions; - Participation in ITOPF, the leading not-for-profit marine ship pollution response advisors; - Participation in the Marine Anti-Corruption Network, a global business network of over 220 members whose vision is a maritime industry free ofcorruption that enables fair trade to the benefit of society at large; - Membership in the Society for Gas as a Marine Fuel, an organization providing expertise on the use of low and zero carbon marine fuels; - Membership on the steering committee of Together in Safety, an industry consortium connecting the maritime sector to improve safety performance; - Participation in the North American Marine Environmental Protection Association; - Participation as a signatory to the Neptune Declaration on Seafarer Wellbeing and Crew Change, in a worldwide call to action to improve workingconditions for seafarers by increasing transparency around mental health, connectivity, shore leave, and work/rest hours; - Participation as a signatory to the Gulf of Guinea Declaration on the Suppression of Piracy, which has been signed by more than 500 organizationsacross the maritime industry and sets out a series of steps to help decrease and end the threat of piracy in the Gulf of Guinea; - The installation of Ballast Water Treatment Systems on vessels to comply with all applicable regulations;
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Table of Contents 5International Seaways, Inc. - Specific consideration of overall fuel consumption when selecting vessel purchase candidates and ships in our fleet to consider for disposition, inorder to reduce our fleet’s contribution to GHG emissions; and - Our continued commitment to practice environmentally and socially responsible ship recycling. Stoppage of work until identified unsafe workingconditions are rectified and improvements in procedures for materials handling were some of the positive takeaways noted from our most recentrecycling projects. Additionally, we are developing a plan to meet the IMO’s 2050 and interim GHG emissions targets. The pathway to achieve these targets includes short-term, mid-termand long-term components, such as: - We have embarked on a significant Fleet Decarbonization Project to enhance and align our sustainability strategy with stakeholder expectations. Weare undertaking a comprehensive assessment of the future readiness and decarbonization capabilities of our vessels. This project will set thefoundation for a robust formalized transition plan, ensuring that our fleet is well-prepared to meet the demands of any future low-carbonrequirements. - We completed the construction of our three dual-fuel LNG VLCCs at Daewoo Shipbuilding and Marine Engineering’s shipyard during 2023. We expect these highly efficient tankers to be well suited to adhere to future environmental regulation throughout their life. - We have a six vessel dual-fuel ready LR1 newbuild program, with two of the vessels delivered to us in 2025, as discussed in the “2025 in Review”section above. - We have installed, and placed a number of additional orders for, energy savings devices such as wake improvement ducts, propellor boss cap fins(PBCFs), and advanced hull coatings which significantly reduce our carbon footprint and adhere to future environmental regulations. - We are actively studying, and have begun implementing, other technologies, such as e-fuels and carbon capture, which are not yet mature, oravailable at scale, but could prove to be an important part of achieving the industry’s decarbonization ambitions and our long-term financial growth. Risk Management – Due to the nature of our business, environmental and climate change-related risks are included in key risks discussed at the Board of Directorslevel. What we believe to be the most significant of such risks are described in the “Item 1A – Risk Factors” section below. Metrics and Targets – As a part of the actions described in the “Strategy” section above, we are working to meet the carbon efficiency targets included in oursustainability-linked loans and to continue to establish other appropriate metrics by which to measure our performance and drive improvement. FLEET OPERATIONS Fleet Summary As of December 31, 2025, our operating fleet consisted of 70 vessels, 62 of which were owned and eight of which were chartered in (including seven vessels underbareboat charters pursuant to sale and leaseback arrangements which are deemed to be financing arrangements). The Company is subject to purchase obligations forfour of the vessels under sale and leaseback financing arrangements at the end of each bareboat charter. See Note 14, “Leases,” to the Company’s consolidated financialstatements set forth in Item 8, “Financial Statements and Supplementary Data,” for additional information relating to the Company’s chartered-in vessel.
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Table of Contents 6International Seaways, Inc. The Company’s fleet list excludes vessels chartered-in where the duration of the charter was one year or less at inception, as well as any workboats chartered-in by ourCrude Tankers Lightering business. Total at December 31, 2025Vessel Fleet and Type Vessels Owned Vessels Chartered-in Number Total DwtOperating FleetCrude TankersVLCC 9 3 12 3,617,800Suezmax 13 — 13 2,061,754Aframax 4 — 4 452,375Total 26 3 29 6,131,929Product CarriersLR2 1 — 1 112,691LR1 6 1 7 519,941MR 29 4 33 1,658,013Total 36 5 41 2,290,645Total Owned and Operated Fleet 62 8 70 8,422,574Newbuild FleetLR1 4 — 4 297,600Total Newbuild Fleet 4 — 4 297,600 Total Operating and Newbuild Fleet 66 8 74 8,720,174 Business Segments The bulk shipping of crude oil and refined petroleum products has many distinct market segments based largely on the size and design configuration of vessels requiredand, in some cases, on the flag of registry. Freight rates in each market segment are determined by a variety of factors affecting the supply and demand for suitablevessels. Our diverse fleet gives us the ability to provide a broad range of services to global customers. Tankers and product carriers are not bound to specific ports orschedules and therefore can respond to market opportunities by moving between trades and geographical areas. The Company has established two reportable businesssegments: Crude Tankers and Product Carriers. For additional information regarding the Company’s two reportable segments for the three years ended December 31, 2025, see Note 4, “Business and SegmentReporting,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data.” Crude Tankers (including Crude Tankers Lightering) Our Crude Tankers reportable business segment is made up of a fleet of VLCCs, Suezmaxes, and Aframaxes engaged in the worldwide transportation of crude oil. This segment also includes our Crude Tankers Lightering business through which we provide ship-to-ship (or “STS”) lightering support services and full-service STSlightering to customers in the U.S. Gulf (“USG”), U.S. Pacific, Grand Bahama and Panama regions. In STS lightering support service, we provide the personnel andequipment (hoses and fenders) to facilitate the transferring of cargo between seagoing ships positioned alongside each other, either stationary or underway. In full-service STS lightering, we provide the lightering vessel, usually an Aframax tanker, in addition to the personnel and equipment to facilitate the transferring of cargo.Demand for lightering services is significantly affected by the level of crude oil imports into the United States and, in recent years, by the volumes of crude oil exportsfrom the United States. Our customers include oil companies and trading companies that are importing or exporting crude oil in the USG to or from larger Suezmaxand VLCC vessels, which are prevented from using certain ports due to their size and draft.
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Table of Contents 7International Seaways, Inc. Product Carriers Our Product Carriers reportable business segment consists of a fleet of MRs, LR1 product carriers, and an LR2 product carrier engaged in the worldwide transportationof refined petroleum products. Refined petroleum product cargoes are transported from refineries to consuming markets characterized by both long and short-haulroutes. The market for these product cargoes is driven by global refinery capacity, changes in consumer demand and product specifications and cargo arbitrageopportunities. In contrast to the crude oil tanker market, the refined petroleum trades are more complex due to the diverse nature of product cargoes, which includegasoline, diesel and jet fuel, home heating oil, vegetable oils and organic chemicals (e.g., methanol and ethylene glycols). The trades require crew to have specializedcertifications. Customer vetting requirements can be more rigorous and, in general, vessel operations are more complex due to the fact that refineries can be in closerproximity to importing nations, resulting in more frequent port calls and more discharging, cleaning and loading operations than crude oil tankers. The Company’s MRproduct carriers are IMO III compliant, allowing those vessels to carry edible oils, such as palm and vegetable oil, increasing flexibility when switching between cargogrades. In order to take advantage of market conditions and optimize economic performance, we employ our LR1 Product Carriers, which currently participate in the PI pool,in the transportation of crude oil cargoes. Commercial and Technical Management of Fleet – Hybrid Operating Model We employ a hybrid operating model in the commercial and technical management of our fleet. Our in-house commercial and technical management experts utilizethird-party service providers to execute our commercial and technical operations, while providing us with the flexibility to scale operations up or down with our fleetacross various shipping cycles. Commercial Pools and other Commercial Management Arrangements We currently utilize third-party managed pools as the principal commercial strategy for our vessels participating in the spot voyage charter markets. By operating alarge number of vessels as an integrated transportation system, commercial pools offer customers greater flexibility and a higher level of service while achievingscheduling efficiencies. Pools are commercially managed by experienced commercial operators that, among other things, arrange charters for the vessels participatingin the pool in exchange for an administrative fee. Technical management is performed or outsourced by each shipowner. The pools collect revenue from customers, payvoyage-related expenses, and distribute TCE revenues to the participants after deducting administrative fees, according to formulas that capture the contribution of eachvessel to the pool by:● first, summarizing the earnings capacity of each vessel (as determined by the pool operator based largely on the physical characteristics and fuelconsumption) to a number of “points;”● second, multiplying each vessel’s “points” by the number of days that vessel operated during a specified period (the “Vessel Contribution”);● third, multiplying the total number of points of all vessels in the pool by the total number of days all vessels in the pool operated (the “Total Earnings”);and● fourth, dividing the Vessel Contribution by the Total Earnings. Pools negotiate charters with customers primarily in the spot market. The size and scope of these pools enable them to enhance utilization for pool vessels by securingbackhaul voyages and Contracts of Affreightment (“COAs”), thereby reducing wait time and providing a high level of service to customers. We also employ third-party commercial managers on a limited basis for some of our vessels from time-to-time in the spot market through Commercial ManagementAgreements (“CMAs”). Under the CMAs, the manager collects revenue, pays for voyage related expenses and distributes the actual voyage results for each individualship under management and receives a management fee.
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Table of Contents 8International Seaways, Inc. The table below summarizes the pool deployment of our conventional tanker fleet as of December 31, 2025: Tankers International 2026 Update In January 2026, the Company purchased CMB.Tech’s 50% equity interest in Tankers (UK) Agencies Limited (“TUKA”). The transaction resulted in INSW holding a100% equity interest in TUKA. TUKA serves as the commercial manager for Tankers International Limited (“TIL”), which is the Tankers International pool company. As part of this transaction, TIL has extended its coverage beyond the VLCC market to include Suezmax vessels in a new Suezmax pool. With the formation of this newSuezmax pool, we will add our Suezmax vessels that participated in the MAERSK Tankers pool to TIL’s long-standing platform. The expansion allows TankersInternational to support its charterers and partners with a more diverse group of assets, improving operational efficiency and accessing a broader cargo base acrosscrude transportation markets. Spot Market Voyage charters, including vessels operating in commercial pools that predominantly operate in the spot market, constituted 82% of the Company’s aggregate TCErevenues in 2025 compared to 86% in 2024. Accordingly, the Company’s shipping revenues are
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Table of Contents 9International Seaways, Inc. significantly affected by the amount of available tonnage both at the time such tonnage is required and over the period of projected use, and the levels of seaborne andshore-based inventories of crude oil and refined products. Seasonal trends affect world oil consumption and consequently vessel demand. While trends in consumption vary with seasons, peaks in demand quite often precedethe seasonal consumption peaks as refiners and suppliers try to anticipate consumer demand. Seasonal peaks in oil demand have been principally driven by increaseddemand prior to Northern Hemisphere winters and increased demand for gasoline prior to the summer driving season in the United States. Available tonnage is affectedover time by the volume of newbuilding deliveries, the number of tankers used to store clean products and crude oil, and the removal (principally through vesselrecycling or conversion) of existing vessels from service. Vessel recycling is affected by the level of freight rates, recycling prices, vetting standards established bycharterers and terminals and by international and U.S. governmental regulations that establish maintenance standards and regulatory compliance standards. Time Charter Market Time charters constituted 18% and 14% of the Company’s TCE revenues in 2025 and 2024, respectively. As of December 31, 2025, we had three VLCCs, twoSuezmaxes, one Aframax, one LR2 and six MRs deployed on non-cancelable time charters expiring between March 2026 and April 2030. Within a contract period,time charters provide a predictable level of revenues without the fluctuations inherent in spot-market rates. Once a time charter expires, however, the ability to secure anew time charter may be uncertain and subject to market conditions at such time. See Item 7, “Management’s Discussion and Analysis of Financial Condition andResults of Operations — General,” for further information on the future minimum revenues, before reduction for brokerage commissions, expected to be received onour non-cancelable time charters. Technical Management We have two outsourced third-party technical managers. The managers supervise the technical management of our vessels and the integrity of our operations to ensureindustry leading safety, compliance, environmental protection and service quality. We retain a pool of well-trained seafarers to serve on our vessels. We continue to hirethe crew, through our technical managers acting as agents on our behalf. In addition to regular maintenance and repair, crews onboard each vessel and shoreside personnel must ensure that the vessels in the Company’s fleet meet or exceedregulatory standards established by organizations such as the IMO and the U.S. Coast Guard. HUMAN CAPITAL MANAGEMENT AND EMPLOYEES As of December 31, 2025, we had 2,763 employees comprised of 2,697 seafarers employed on our fleet and 66 shoreside staff. We believe a commitment to and investment in human capital management helps us build competitive advantage and furthers our long-term success. Our highly skilledseafarers and shoreside employees are the foundation of everything that we do and the embodiment of our “do the right thing” culture. We depend on our workforce toprovide superior service and to ensure our vessels are operated safely and securely. Our seafarers are hired through the technical managers acting as agent for theindividual ship owning companies, each of which is a subsidiary of INSW. All of the seafarers onboard our vessels are represented by collective bargaining agreements.We consider our seafarers and union relationships to be strong. To facilitate the recruitment, development and retention of our valuable seafarers and shoreside employees, we strive to make INSW an inclusive and safe workplace,with opportunities for our employees to grow and develop in their careers. Talent Development To support the advancement of our employees, we offer training and development programs encouraging advancement from within. We leverage both formal andinformal programs to identify, foster, and retain top seafarer and shoreside talent. On average, our seafarers have worked for us for more than 10 years and more thanhalf of our shore-based employees have worked for us for at least 16 years. For our seafarers, ongoing training is integral to conducting safe operations and keepingemployees engaged. One key part of our training regimen is our crew conferences. Senior leaders from the Company, our fleet and our third-party managers spendthree
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Table of Contents 10International Seaways, Inc. days with up to 100 seafarers from across our fleet, representing all ranks and nationalities. During the conferences, the seafarers are updated on new policies,regulations, and procedures. Interactive learning sessions and team building exercises are used to foster communication and shared learnings. Day long trainingsessions are capped off with a social agenda that celebrates successes during the year and includes the presentation of awards for long time service with the Company.This presents management with both an opportunity to teach and to learn and provides everyone with an excellent networking opportunity. Succession Planning Our Board of Directors believe that planning for succession is an important function. We continually strive to foster the professional development of management andteam members. We continue to invest in developing a very experienced and strong group of leaders, with their performance subject to ongoing monitoring andevaluation, as potential successors to our senior management, including our CEO. Broad-based workforce We are committed to attracting a talented, experienced and broad-based workforce. We believe unique ideas and perspectives fuel innovation and our differences makeus stronger and better. We value difference in gender, race, ethnicity, age, gender identity, sexual orientation, ability, cultural background, religion, veteran status,experience, thought, and more across the globe. We recognize the importance of teams from different backgrounds and a broad-based culture in driving innovation andcompetitiveness. Our Board of Directors and executive management team each represent a broad spectrum of backgrounds and perspectives. We believe that our nine member Board ofDirectors and our seven member executive leadership team are varied by ethnic heritage, non-U.S. place of birth, or gender and reflect our ongoing commitment tohiring, developing, and retaining talent from different backgrounds. As of December 31, 2025Female MaleShoreside Employees 26 40Seafarers(a) 3 2,694Total Employees 29 2,734 As of December 31, 2025Female MaleBoard of Directors(b) 3 6Non-Director Senior Management — 5Non-Director Senior Management Direct Reports 25 35(a) Excludes eight female cadets that began training on vessels in our fleet during 2025.(b) Includes our CEO who is also a member of the Board of Directors We recognize the need to address two labor challenges in the seagoing workforce – a chronic shortage of qualified seafarers and gender representation in our industry.We take pride in the wide range of nationalities represented among our seafarers and we acknowledge that our crews are almost entirely male. This gender disparity isnot unique to our company but prevalent across the broader shipping industry, as only 2% of the crewing population is female, the majority of whom sail in the cruiseand leisure segments. We are committed to overcoming hurdles to women’s career opportunities at sea, ensuring safety, and fostering an
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Table of Contents 11International Seaways, Inc. environment in which all people can thrive, and in doing so, we expand the pool of available and capable individuals to sail on our ships. International Seaways is a founding member of the Global Maritime Forum’s All Aboard Alliance, a transformative industry initiative aimed at fostering a broad-based workforce both ashore and at sea. As part of this significant commitment, we actively participate in the Diversity@Sea project, a focused endeavor dedicated to enhancing career opportunities for women in the maritime industry. Safety, Quality and Health We are committed to creating a safe, healthy and secure workplace at sea and onshore. We are also committed to providing safe, reliable and environmentally soundtransportation to our customers. Integral to meeting standards mandated by worldwide regulators and customers is a ship manager’s use of robust Safety ManagementSystems (“SMS”). The SMS is a framework of processes and procedures that addresses a spectrum of operational risks associated with quality, environment, health andsafety. The SMS is certified by the International Safety Management Code (“ISM Code”), promulgated by the IMO and the International Standards Organization(“ISO”), and meets ISO 9001 (Quality Management) and ISO 14001 (Environmental Management) requirements. To support a culture of transparency, accountabilityand compliance, we have an open reporting system on all of our ships, whereby seafarers can anonymously report possible violations of our or our third-party technicaland commercial manager’s policies and procedures. All open reports are investigated, and appropriate actions are taken when necessary. Our commitment to safety also extends to our continued response to changes in how we work and collaborate shoreside. In 2025, we have maintained the hybrid workschedule introduced in 2022, taking into account collaboration, convenience and work-life balance for our shoreside employees. COMPETITION The shipping industry is highly competitive and fragmented. We compete with other owners of International Flag tankers, including other independent shipowners,integrated oil companies, state-owned entities with their own fleets, and oil traders with logistical operations. Our vessels compete with all other vessels of a size andtype required by the customer that can be available at the date and location specified. In the spot market, competition is based primarily on price, cargo quantity andcargo type, although charterers are selective with respect to the quality of the vessels they hire considering other key factors such as the reliability, age and quality andefficiency of operations and experience of crews. In the time charter market, factors such as the age and quality of the vessel and the efficiency of its operation andreputation of its owner and operator tend to be even more significant when competing for business. Our lightering business competes against a small number of other market participants, both in the United States and in other jurisdictions in which we operate. ENVIRONMENTAL AND SECURITY MATTERS RELATING TO BULK SHIPPING Government regulation significantly affects the operation of the Company’s vessels. INSW’s vessels operate in a heavily regulated environment and are subject tointernational conventions and international, national, state and local laws and regulations in force in the countries in which such vessels operate or are registered. The Company’s vessels undergo regular and rigorous safety inspections and audits which are conducted by the ships’ third-party managers. In addition, a variety ofgovernmental and private entities subject the Company’s vessels to both scheduled and unscheduled inspections. These entities include USCG, local port state controlauthorities (harbor master or equivalent), coastal states, Classification Societies, flag state administration (country of registry) and customers, particularly major oilcompanies and petroleum terminal operators. Certain of these entities require INSW to obtain permits, licenses and certificates for the operation of the Company’svessels. Failure to maintain necessary permits or approvals could require INSW to incur substantial costs or temporarily suspend operation of one or more of theCompany’s vessels. The Company believes that the heightened level of environmental, health, safety and quality awareness among various stakeholders, including lenders, insuranceunderwriters, regulators and charterers, is leading to greater safety and other regulatory requirements and
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Table of Contents 12International Seaways, Inc. a more stringent inspection regime on all vessels. The Company is required to maintain operating standards for all of its vessels emphasizing operational safety andquality, environmental stewardship, preventive planned maintenance, continuous training of its officers and crews and compliance with international and U.S.regulations. INSW believes that the operation of its vessels is in compliance with applicable environmental laws and regulations. However, because such laws andregulations are changed frequently, and new laws and regulations impose new or increasingly stringent requirements, INSW cannot predict the cost of complying withrequirements beyond those that are currently in force. The impact of future regulatory requirements on operations or the resale value or useful lives of its vessels mayresult in substantial additional costs in meeting new legal and regulatory requirements. See Item 1A, “Risk Factors— Risks Related to Our Company — Risks relatingto legal and regulatory matters, compliance with complex laws, regulations and, in particular, environmental laws or regulations, including those relating to theemission of greenhouse gases, may adversely affect INSW’s business.” International and U.S. Greenhouse Gas Regulations In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change (commonly called the Kyoto Protocol) became effective.Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to asgreenhouse gases (“GHGs”), which contribute to global warming. The Kyoto Protocol, which was adopted by about 190 countries, commits its parties by settinginternationally binding emission reduction targets. In December 2012, the Doha Amendment to the Kyoto Protocol was adopted to further extend the Kyoto Protocol’sGHG emissions reductions through 2020. In December 2015, the United Nations Framework Convention on Climate Change (“UNFCCC”) forged a new internationalframework (the “Paris Agreement”) that became effective in November 2016, after it had been ratified by a sufficient number of countries. The Paris Agreement sets agoal of holding the increase in global average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5 degrees Celsius, to beachieved by aiming to reach a global peaking of GHG emissions as soon as possible. To meet these objectives, the participating countries, acting individually or jointly,are to develop and implement successive “nationally determined contributions.” The countries assessed their collective programs toward achieving the goals of theParis Agreement in 2023 and agreed to reassess such programs every five years thereafter, referred to as the global stock take, and subsequently are to update andenhance their actions on climate change. The Paris Agreement does not specifically require controls on shipping or other industries, but it is possible that countries orgroups of countries will seek to impose such controls as they implement the Paris Agreement. The United States rejoined the Paris Agreement in February 2021, and, inApril 2021, announced a new, more rigorous nationally determined emissions reduction level target of 50-52% reduction from 2005 levels in economy wide net GHGpollution by 2030. However, in January 2025, President Trump directed the United States to withdraw from the Paris Agreement by an Executive Order. Following thecompletion of a one-year waiting period, January 2026 marked the official withdrawal of the United States from the Paris Agreement. In November 2021, atUNFCCC’s COP26 in Glasgow, new initiatives to incorporate shipping in the climate change framework were proposed. These proposals remain either voluntaryamong countries or represent efforts towards building consensus for further work within the maritime industry. In particular, at COP26, a coalition of 19 countriesincluding the United Kingdom and the United States signed the Clydebank Declaration to support and facilitate the establishment of at least six green shippingcorridors – zero emission maritime routes between two or more ports -- by 2025, with a view toward increasing the number of green corridors over the longer term. TheDeclaration noted that voluntary participation by operators would be essential. The October 2024 Annual Progress Report on Green Shipping Corridors reported that,62 green corridor initiatives had been announced, six of which had moved to the preparation stage. As of October 2025, this number had increased to 84 activeinitiatives with four initiatives at realization stage, 12 at preparation stage, 24 at initiation stage and 44 at exploration stage. In 2014, IMO’s third study of GHG emissions from the global shipping fleet predicted that, in the absence of appropriate policies, GHG emissions from ships mayincrease by 50% to 250% by 2050 due to expected growth in international seaborne trade. Methane emissions are projected to increase rapidly (albeit from a low base)as the share of LNG in the fuel mix increases. With respect to energy efficiency measures, the Marine Environmental Protection Committee (“MEPC”) adoptedguidelines on the Energy Efficiency Design Index (“EEDI”), which reflects the primary fuel for the calculation of the attained EEDI for ships having dual fuel enginesusing LNG and liquid fuel oil (see discussion below). IMO is committed to developing limits on greenhouse gases from international shipping and is working onproposed mandatory technical and operational measures to achieve these limits. In April 2018, IMO adopted an initial strategy on the reduction of GHG emissions fromships, with the ultimate goal of eliminating GHG emissions from international shipping as soon as possible during this century. More specifically, under the identified“levels of ambition,” the initial strategy envisages the halt of the growth in GHG emissions from international shipping as soon as possible and then the reduction of thetotal annual GHG emissions by at least 50% by 2050 compared to 2008 levels. In 2019, IMO launched a project for an initial two-year period to initiate and promoteglobal efforts to demonstrate and test technical solutions for reducing GHG emissions and improve energy efficiency throughout the maritime sector. In 2020, IMOissued its Fourth GHG Study, which further refined IMO’s
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Table of Contents 13International Seaways, Inc. understanding of maritime greenhouse gas emissions and reported updated projections that in 2050 GHG emissions will increase from 0 to 50% over 2018 levels, which is equal to 90-130% of 2008 levels. At the MEPC 76 in June 2021, the IMO, taking into account the findings of the Fourth GHG Study, adopted short-term measures that became effective in 2023 to implement its stated goals of reducing carbon dioxide emissions from international shipping by 40% by 2030 and 70% by 2050, and GHG emissions from international shipping by 50% by 2050. The new measures will require ships to calculate their Energy Efficiency Existing Ship Index (“EEXI”) and to establish their annual operational carbon intensity indicator (“CII”) that links the GHG emissions to the amount of cargo carried over distance traveled. Ships with low ratings are required to submit corrective action plans. MEPC 78 in June 2022 marked a significant step towards achieving net-zero greenhouse gas emissions in the shipping industry by reiterating the commitment to revisethe initial IMO GHG strategy with a strengthened ambition to reach net-zero emissions by around 2050, while also discussing and developing mid-term measures toachieve this goal; essentially, IMO signaled a strong push for the maritime industry to transition towards net-zero emissions by 2050. The main focus of MEPC 78 wasto further develop plans for revising the initial IMO GHG strategy, aiming to include more ambitious targets for reducing emissions, including a pathway to net-zeroemissions by 2050. The committee discussed and approved further development of a “basket of candidate mid-term GHG reduction measures,” which could includetechnical and carbon pricing elements to facilitate the transition towards net-zero. MEPC 78 acknowledged the need for more information regarding the readiness andavailability of low- and zero-carbon marine fuels and technologies to support the revision process. The revised strategy was adopted in July 2023 at MEPC 80.Supporting technical and economic measures are still under development. MEPC met twice in 2025 – in April for a regularly scheduled meeting and in October for an extraordinary session. These meetings were focused on adopting a set oflegislative packages aimed at codifying the technical and economic measures needed to advance the IMO’s GHG strategy. During the April session, MEPC approved adraft net-zero framework as amendments to Annex VI of MARPOL. During the October meeting, convened to consider formal adoption of draft amendments to theframework, there was a lack of consensus around the technical and economic measures. Several nations, including the United States, strenuously objected to theproposals under consideration. MEPC elected to defer debate for one year to allow more time for debate and development. Another extraordinary session is expected inOctober 2026. The outcome of the coming year’s work and the October 2026 meeting is unclear and the likelihood of adoption remains uncertain. In 2011, the European Commission established a working group on shipping to provide input to the European Commission in its work to develop and assess options forthe inclusion of international maritime transport in the GHG reduction commitment of the EU. The Measure, Report and Verify (“MRV”) Regulation was adopted onApril 29, 2015 and created an EU-wide framework for the monitoring, reporting and verification of carbon dioxide emissions from maritime transport. The MRVRegulation requires large ships (over 5,000 gross tons) calling at EU ports from January 1, 2018, to collect and later publish verified annual data on carbon dioxideemissions. IMO has developed similar MRV regulations that became effective on March 1, 2018 and the first reporting period was for the full year 2019. In July 2021, the EUissued draft legislation that from 2023 to 2026 would phase in GHG emissions from shipping into its established Emissions Trading Scheme (“ETS”) and require thepurchase of allowances reflecting the emissions. In December 2022, the EU Council and Parliament agreed to include maritime shipping emissions in the EU ETS,with a gradual introduction of obligations for shipping companies to surrender allowances: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Itwas also agreed to include non-carbon dioxide emissions (methane and nitrous oxide) in the MRV scheme from 2024 and in the EU ETS from 2026. The Companycannot predict the specific impacts of the EU ETS on the shipping industry as a whole. To date, the EU ETS has not had a material impact on the Company because theCompany has been able to pass on the cost of the emissions allowances contractually to charterers. In an effort to further reduce GHG emissions from the maritime sector, the EU has introduced the FuelEU Maritime regulation, which came into effect on January 1,2025. This regulation imposes annual penalties on vessels trading to and from European ports based on their GHG emissions, which are determined by the fuelconsumed and the length of the voyage. The FuelEU Maritime regulation is designed to incentivize the use of low-emission fuels by providing reduced penalties for vessels operating on alternative fuels suchas LNG, biofuels, ammonia and other low-carbon alternatives. The penalties increase progressively over time, with vessels operating on LNG expected to remainlargely unaffected until approximately 2035. Additionally, the
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Table of Contents 14International Seaways, Inc. regulation allows vessel owners to offset emissions across their fleet, enabling them to pool credits and deficits between over-performing and under-performing vessels. Similar to the EU ETS, most vessel owners are incorporating contractual provisions in their charterparties to pass on FuelEU Maritime liabilities to charterers. Thismeasure aims to ensure that compliance costs associated with the regulation are allocated appropriately within the commercial framework of vessel operations. The Company cannot predict the precise financial or operational impact of FuelEU Maritime on the shipping industry or on the Company at this time. However, as theregulation evolves and penalties increase, it is expected to influence fuel choices, where and how vessels are fixed and contractual negotiations between vessel ownersand charterers. In the United States, pursuant to U.S. Supreme Court decisions in 2007 and 2014, the U.S. Environmental Protection Agency (“EPA”) has authority to regulate GHGemissions under the U.S. Clean Air Act. Although the EPA has promulgated certain regulations relating to GHG emissions, to date the regulations proposed and enactedby the EPA have not involved ocean-going vessels. The EPA does participate in the U.S. delegation to the IMO and U.S. government, under the current administration,is not participating in international efforts to control GHG emissions, including the IMO’s. Future passage of climate control legislation or other regulatory initiatives by the IMO, EU, United States or other countries where INSW operates that restrictemissions of GHGs could require significant additional capital and/or operating expenditures and could have operational impacts on INSW’s business. Although wecannot predict such expenditures and impacts with certainty at this time, they may be material to INSW’s results of operations. International Environmental and Safety Regulations and Standards Liability Standards and Limits Many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damageof 1969 (the “1969 Convention”). Some of these countries have also adopted the 1992 Protocol to the 1969 Convention (the “1992 Protocol”). Under both the 1969Convention and the 1992 Protocol, a vessel’s registered owner is strictly liable for pollution damage caused in the territory, including the territorial waters (and in theexclusive economic zone under the 1992 Protocol) of a contracting state by discharge of persistent oil, subject to certain complete defenses. Both instruments apply toall seagoing vessels carrying oil in bulk as cargo. These instruments also limit the liability of the shipowner under certain circumstances. As these instruments calculateliability in terms of a basket of currencies, the figures in this section are converted into U.S. dollars based on currency exchange rates on January 30, 2026 and areapproximate. Actual dollar amounts are used in this section “Liability Standards and Limits” and in “U.S. Environmental and Safety Regulations and Standards -Liability Standards and Limits” below. Under the 1969 Convention, except where the pollution damage resulted from the actual fault or privity of the owner, its liability is limited to $184 per ton of thevessel’s tonnage, with a maximum liability of $19.3 million. Under the 1992 Protocol, the liability of the owner is limited to $4.1 million for a ship not exceeding 5,000units of tonnage (a unit of measurement for the total enclosed spaces within a vessel) and $622 per gross ton thereafter, with a maximum liability of $82.5 million.Under the 1992 Protocol, the owner's liability is limited except where the pollution damage results from its personal act or omission, committed with the intent to causesuch damage, or recklessly and with knowledge that such damage would probably result. Under the 2000 amendments to the 1992 Protocol, which became effective onNovember 1, 2003, liability is limited to $6.2 million plus $872 for each additional gross ton over 5,000 for vessels of 5,000 to 140,000 gross tons, with a maximumliability of $124 million subject to the exceptions discussed above for the 1992 Protocol. Vessels trading to states that are parties to these instruments must provide evidence of insurance covering the liability of the owner. The Company believes that its P&Iinsurance will cover any liability under the plan adopted by the IMO. See the discussion of insurance in “U.S. Environmental and Safety Regulations and Standards-Liability Standards and Limits” below. The United States is not a party to the 1969 Convention or the 1992 Protocol. See “U.S. Environmental and Safety Restrictions and Regulations” below. In otherjurisdictions where the 1969 Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of faultor in a manner similar to that convention.
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Table of Contents 15International Seaways, Inc. The International Convention on Civil Liability for Bunker Oil Pollution Damage, 2001, which was adopted on March 23, 2001 and became effective on November 21,2008, is a separate convention adopted to ensure that adequate, prompt and effective compensation is available to persons who suffer damage caused by spills of oilwhen used as fuel by vessels. The convention applies to damage caused to the territory, including the territorial sea, and exclusive economic zones, of states that areparty to it. Vessels operating internationally are subject to it if sailing within the territories of those countries that have implemented its provisions (which does notinclude the United States). Key features of this convention are compulsory insurance or other financial security for vessels over 1,000 gross tons to cover the liability ofthe registered owner for pollution damage and direct action against the insurer. The Company believes that its vessels comply with these requirements. Other International Environmental and Safety Regulations and Standards Under the ISM Code, promulgated by the IMO, vessel operators are required to develop a safety management system that includes, among other things, the adoption ofa safety and environmental protection policy describing how the objectives of a functional safety management system will be met. The third-party managers of INSW’svessels, have safety management systems for the Company’s fleet, with instructions and procedures for the safe operation of its vessels, reporting accidents and non-conformities, internal audits and management reviews and responding to emergencies, as well as defined levels of responsibility. The ISM Code requires a Documentof Compliance (“DoC”) to be obtained for the company responsible for operating the vessel and a Safety Management Certificate (“SMC”) to be obtained for eachvessel that such company operates. Once issued, these certificates are valid for a maximum of five years. The company operating the vessel in turn must undergo anannual internal audit and an external verification audit in order to maintain the DoC. In accordance with the ISM Code, each vessel must also undergo an annualinternal audit at intervals not to exceed twelve months and vessels must undergo an external verification audit twice in a five-year period. The Company’s third-partymanagers have DoCs for their offices. The SMC is issued after verifying that the company responsible for operating the vessel and its shipboard management operate in accordance with the approved safetymanagement system. No vessel can obtain a certificate unless its operator has been awarded a DoC issued by the administration of that vessel’s flag state or asotherwise permitted under the International Convention for the Safety of Life at Sea, 1974, as amended (“SOLAS”). IMO regulations also require owners and operators of vessels to adopt Shipboard Oil Pollution Emergency Plans (“SOPEPs”). Periodic training and drills for responsepersonnel and for vessels and their crews are required. In addition to SOPEPs, INSW has adopted Shipboard Marine Pollution Emergency Plans, which cover potentialreleases not only of oil but of any noxious liquid substances. Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or charterer toincreased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. Forexample, the USCG and EU authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading to United States and EU ports. The International Convention for the Control and Management of Ships’ Ballast Water and Sediments (“BWM Convention”) is designed to protect the marineenvironment from the introduction of non-native (alien) species as a result of the carrying of ships’ ballast water from one place to another. The introduction of non-native species has been identified as one of the top five threats to biological diversity. Expanding seaborne trade and traffic have exacerbated the threat. Tankers musttake on ballast water in order to maintain their stability and draft and must discharge the ballast water when they load their next cargo. When emptying the ballastwater, which they carried from the previous port, they may release organisms and pathogens that have been identified as being potentially harmful in the newenvironment. The BWM Convention defines a discharge standard consisting of maximum allowable levels of critical invasive species, which standard is met by installing treatmentsystems that render the invasive species non-viable. In addition, each vessel is required to have on board a valid International Ballast Water Management Certificate, aBallast Water Management Plan and a Ballast Water Record Book. INSW’s vessels are subject to other international, national and local ballast water management regulations (including those described below under “U.S. Environmentaland Safety Regulations and Standards”). INSW complies with these regulations through ballast water management plans implemented on each of the vessels in its fleet.To meet existing and anticipated ballast water treatment requirements, including those contained in the BWM Convention, INSW has a fleetwide action plan to complywith IMO, EPA, USCG and possibly more stringent U.S. state mandates as they are implemented and become effective, which may require the installation and use ofcostly control technologies. Compliance with the ballast water requirements effective under the BWM
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Table of Contents 16International Seaways, Inc. Convention and other regulations may have material impacts on INSW’s operations and financial results, as discussed below under “U.S. Environmental and SafetyRegulations and Standards-Other U.S. Environmental and Safety Regulations and Standards.” Other EU Legislation and Regulations The EU has adopted legislation that: (1) bans manifestly sub-standard vessels (defined as those over 15 years old that have been detained by port authorities at leasttwice in the course of the preceding 24 months) from European waters, creates an obligation for port states to inspect at least 25% of vessels using their ports annuallyand provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment, and (2) provides the EU with greater authority andcontrol over Classification Societies, including the ability to seek to suspend or revoke the authority of negligent societies. INSW believes that none of its vessels meetthe definitions of a “sub-standard” vessel contained in the EU legislation. EU directives require EU member states to introduce criminal sanctions for illicit ship-sourcedischarges of polluting substances (e.g., from tank cleaning operations) which result in deterioration in the quality of water and has been committed with intent,recklessness or serious negligence. Certain member states of the EU, by virtue of their national legislation, already impose criminal sanctions for pollution events undercertain circumstances. The Company cannot predict what additional legislation or regulations, if any, may be promulgated by the EU or any other country or authority,or how these might impact INSW. International Air Emission Standards Annex VI to MARPOL (“Annex VI”) sets limits on sulfur oxide (“SOx”) and nitrogen oxide (“NOx”) emissions from ship exhausts and prohibits deliberate emissionsof ozone depleting substances, such as chlorofluorocarbons. Annex VI also regulates shipboard incineration and the emission of volatile organic compounds fromtankers. Under Annex VI, the global cap on the sulfur content of fuel oil is currently 0.50% and the sulfur content of fuel oil for vessels operating in designatedEmission Control Areas (“ECAs”) is 0.1%. The IMO designated ECAs in the Baltic Sea area, the North Sea area, the North American area (covering designated coastalareas off the United States and Canada) and the United States Caribbean Sea area (around Puerto Rico and the United States Virgin Islands). More recently, ECAs wereadopted for the Mediterranean Sea in 2024 and the Canadian Arctic and Norwegian Sea in 2025. In addition, a North-East Atlantic ECA was approved in 2025 but notyet implemented. For vessels over 400 gross tons, Annex VI imposes various survey and certification requirements. The U.S. Maritime Pollution Prevention Act of2008 amended the U.S. Act to Prevent Pollution from Ships to provide for the adoption of Annex VI. In October 2008, the U.S. ratified Annex VI, which came intoforce in the United States on January 8, 2009. In addition to Annex VI, there are regional mandates in ports and certain territorial waters within the EU, Turkey, China and Norway, for example, regarding reducedSOx emissions. These requirements establish maximum allowable limits for sulfur content in fuel oils used by vessels when operating within certain areas and watersand while “at berth.” In December 2012, an EU directive that aligned the EU requirements with Annex VI entered into force. For vessels at berth in EU ports, sulfurcontent of fuel oil is limited to 0.1%. For vessels operating in SOx Emission Control Areas (“SECAs”), sulfur content of fuel oil is limited to 0.1%. For vesselsoperating outside SECAs, sulfur content of fuel oil is limited to 0.5%. Alternatively, emission abatement methods are permitted as long as they continuously achievereductions of SOx emissions that are at least equivalent to those obtained using compliant marine fuels. More stringent Tier III emission limits are applicable to engines installed on a ship constructed on or after January 1, 2016 operating in ECAs. NOx emission Tier IIIstandards came into force on January 1, 2016 in ECAs, and require the use of high efficiency emission control technology such as selective catalytic reduction toachieve NOx reductions 80 percent below the pre-2016 levels. Additional air emission requirements under Annex VI mandate the development of Volatile Organic Compound (“VOC”) Management Plans for tank vessels andcertain gas ships. The Company believes that its vessels are compliant with the current requirements of Annex VI and that those of its vessels that operate in the EU, Turkey, China,Norway and elsewhere are also compliant with the regional mandates applicable there. However, the Company anticipates that, in the next several years, compliancewith the increasingly stringent requirements of Annex VI and other conventions, laws and regulations imposing air emission standards that have already been adoptedor that may be adopted will require substantial additional capital and/or operating expenditures and could have operational impacts on INSW’s business. AlthoughINSW cannot predict such expenditures and impacts with certainty at this time, they may be material to INSW’s financial statements.
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Table of Contents 17International Seaways, Inc. SOLAS From January 1, 2014, various amendments to the SOLAS conventions came into force, including an amendment to Chapter VI of SOLAS, which prohibits theblending of bulk liquid cargoes during sea passage and the production process on board ships. This prohibition does not preclude the master of the vessel fromundertaking cargo transfers for the safety of the ship or protection of the marine environment. MARPOL Effective March 1, 2018, pursuant to an amendment to MARPOL Annex V, shippers are required to determine whether or not their cargo is hazardous and classify it inline with the criteria of the United Nations Globally Harmonized System of Classification. Vessels are required to maintain a new format garbage record book, which isdivided into two parts: cargo residues and garbage other than cargo residues. The cargo residues part must be further divided into hazardous and non-hazardous to themarine environment cargo. More stringent discharge requirements apply to hazardous cargo residues. U.S. Environmental and Safety Regulations and Standards The United States regulates the shipping industry with an extensive regulatory and liability regime for environmental protection and cleanup of oil spills, consistingprimarily of the Oil Pollution Act of 1990 (“OPA 90”), and the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). OPA 90affects all owners and operators whose vessels trade with the United States or its territories or possessions, or whose vessels operate in the waters of the United States,which include the U.S. territorial sea and the 200 nautical mile Exclusive Economic Zone around the United States. CERCLA applies to the discharge of hazardoussubstances (other than oil) whether on land or at sea. Both OPA 90 and CERCLA impact the Company’s operations. Liability Standards and Limits Under OPA 90, vessel owners, operators and bareboat or demise charterers are “responsible parties” who are liable, without regard to fault, for all containment andclean-up costs and other damages, including property and natural resource damages and economic loss without physical damage to property, arising from oil spills andpollution from their vessels. On December 23, 2022, USCG issued a final rule, effective March 23, 2023, increasing the limits of OPA 90 liability with respect to(i) tanker vessels with a qualifying double hull to the greater of $2,500 per gross ton or approximately $21.5 million per vessel that is over 3,000 gross tons; and(ii) non-tanker vessels, to the greater of $1,300 per gross ton or approximately $1.1 million per vessel. The statute specifically permits individual states to impose theirown liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liabilityfor discharge of pollutants within their waters. In some cases, states that have enacted this type of legislation have not yet issued implementing regulations definingvessel owners’ responsibilities under these laws. CERCLA, which applies to owners and operators of vessels, contains a similar liability regime and provides forcleanup, removal and natural resource damages associated with discharges of hazardous substances (other than oil). Liability under CERCLA is limited to the greater of$300 per gross ton or $5 million for vessels that carry hazardous substance as cargo or residue. These limits of liability do not apply, however, where the incident is caused by violation of applicable U.S. federal safety, construction or operating regulations, or bythe responsible party’s gross negligence or willful misconduct. Similarly, these limits do not apply if the responsible party fails or refuses to report the incident or tocooperate and assist in connection with the substance removal activities. OPA 90 and CERCLA each preserve the right to recover damages under existing law,including maritime tort law.OPA 90 also requires owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the limit of theirpotential strict liability under the statute. The USCG enacted regulations requiring evidence of financial responsibility consistent with the previous limits of liabilitydescribed above for OPA 90 and CERCLA. Under the regulations, evidence of financial responsibility may be demonstrated by insurance, surety bond, self-insurance,guaranty or an alternative method subject to approval by the Director of the USCG National Pollution Funds Center. Under OPA 90 regulations, an owner or operatorof more than one vessel is required to demonstrate evidence of financial responsibility for the entire fleet in an amount equal only to the financial responsibilityrequirement of the vessel having the greatest maximum strict liability under OPA 90 and CERCLA. INSW has provided the requisite guarantees and has receivedcertificates of financial responsibility from the USCG for each of its vessels required to have one.
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Table of Contents 18International Seaways, Inc. INSW has insurance for each of its vessels with pollution liability insurance in the amount of $1 billion. However, a catastrophic spill could exceed the insurancecoverage available, in which event there could be a material adverse effect on the Company’s business.In addition to potential liability under OPA 90, vessel owners may in some instances incur liability on an even more stringent basis under state law in the particular statewhere the spillage occurred. The State of California’s Lempert-Keene-Seastrand Oil Spill Prevention and Response Act requires vessels of a specified size and oilcarrying capacity that operate in California waters to have a California State certificate of financial responsibility (“COFR”) equal to at least $2 billion and imposescertain criminal fines in the event of an oil spill. Other U.S. Environmental and Safety Regulations and Standards OPA 90 also amended the Federal Water Pollution Control Act to require owners and operators of vessels to adopt vessel response plans, including marine salvage andfirefighting plans, for reporting and responding to vessel emergencies and oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contractsor other approved means, the availability of necessary private response resources to respond to a “worst case discharge.” The plans must include contractualcommitments with clean-up response contractors and salvage and marine firefighters in order to ensure an immediate response to an oil spill/vessel emergency. Eachvessel has an USCG approved plan on file with the USCG and onboard the vessel. These plans are regularly reviewed and updated.OPA 90 requires training programs and periodic drills for shoreside staff and response personnel and for vessels and their crews. INSW’s third-party technical managersconduct such required training programs and periodic drills. OPA 90 does not prevent individual U.S. states from imposing their own liability regimes with respect to oil pollution incidents occurring within their boundaries. Infact, most U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs anddamages resulting from a discharge of oil or a release of a hazardous substance. These laws are in some cases more stringent than U.S. federal law. In addition, the U.S. Clean Water Act (“CWA”) prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the form ofpenalties for unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remediesavailable under the more recent OPA 90 and CERCLA, discussed above. At the federal level in the United States, ballast water management is subject to two separate, partially interrelated regulatory regimes. One is administered by theUSCG under the National Aquatic Nuisance and Control Act and National Invasive Species Act, and the other is administered by the EPA under the CWA. Under the USCG’s final rule on ballast water management for the control of nonindigenous species in U.S. waters, which generally is in line with the requirements setout in the BWM Convention, the treatment systems for domestic and foreign vessels operating in U.S. waters must be Type Approved by the USCG. INSW’s vesselsdischarging ballast in U.S. waters currently have, or INSW expects such vessels will have, Type Approved treatment systems by their extended compliance dates. The discharge of ballast water and other substances incidental to the normal operation of vessels in U.S. ports also is subject to CWA permitting requirements. Inaccordance with the EPA’s National Pollutant Discharge Elimination System, the Company is subject to a Vessel General Permit (“VGP”), which addresses, amongother matters, the discharge of ballast water and effluents. The current VGP identifies twenty-six vessel discharge streams and establishes numeric ballast water discharge limits that generally align with the treatmenttechnologies to be implemented under USCG’s final rule, requirements to ensure that the ballast water treatment systems are functioning correctly, and more stringenteffluent limits for oil to sea interfaces and exhaust gas scrubber wastewater. The VGP contains a compliance date schedule for these requirements. In December 2018Congress enacted the Frank LoBiondo Coast Guard Authorization Act of 2018, which included the Vessel Incidental Discharge Act (“VIDA”). VIDA reduces the scopeof the VGP and is expected to align state and local discharge standards with federal standards. Under VIDA, the EPA was designated the government agencyresponsible for establishing national standards of performance for U.S. ballast water regulations, and the USCG was assigned the responsibility for implementing,monitoring and enforcing those standards pursuant to regulations to be developed. In September 2024, the EPA finalized the performance standards, giving the USCGtwo years to develop implementation, compliance, and enforcement regulations. Once the USCG publishes corresponding implementing regulations under VIDA(anticipated in November 2026), the discharge of ballast water in the navigable waters of the United States will no longer be subject to the VGP and states willgenerally be preempted from establishing more stringent discharge standards. In the interim, the current VGP and USCG regulations remain in effect.
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Table of Contents 19International Seaways, Inc. Certain of the Company’s vessels are subject to more stringent numeric discharge limits under the EPA’s VGP, even though those vessels have obtained a validextension from the USCG for implementation of treatment technology under the final rule. The EPA has determined that it will not issue extensions under the VGP, butin December 2013 it issued an Enforcement Response Policy (“ERP”) to address this industry-wide issue. Under the ERP, the EPA states that vessels that have receivedan extension from the USCG, are in compliance with all of the VGP’s requirements other than the numeric discharge limits and meet certain other requirements will beentitled to a “low enforcement priority.” While INSW believes that any vessel that is or may become subject to the VGP’s numeric discharge limits during the pendencyof a USCG extension will be entitled to such low priority treatment under the ERP no assurance can be given that they will do so. The current VGP system also permits individual states and territories to impose more stringent requirements for discharges into the navigable waters of such state orterritory. Certain individual states have enacted legislation or regulations addressing hull cleaning and ballast water management. For example, California has adoptedextensive requirements for more stringent effluent limits and discharge monitoring and testing requirements with respect to discharges in its waters. Following an assessment by the California State Lands Commission of the current technology for meeting ballast water management standards, California extended thedeadline for compliance with stringent interim standards to 2030 and the deadline for final “zero detect” standards to 2040. In the interim, the California State LandsCommission incorporated the federal ballast water discharge standards and implementation schedule into California law and established operational monitoring andrecordkeeping requirements. New York State has imposed a more stringent bilge water discharge requirement for vessels in its waters than what is required by the VGP or IMO. Through itsSection 401 Certification of the VGP, New York prohibits the discharge of all bilge water in its waters. New York State also requires that vessels entering its watersfrom outside the Exclusive Economic Zone must perform ballast water exchange in addition to treating it with a ballast water treatment system. U.S. Air Emissions Standards Pursuant to MARPOL Annex VI, EPA adopted regulations implementing the provisions of Annex VI, which regulations require subject vessels to comply with theapplicable Annex VI provisions when they enter U.S. ports or operate in most internal U.S. waters. The Company’s vessels are currently Annex VI compliant.Accordingly, absent any new and onerous Annex VI implementing regulations, the Company does not expect to incur material additional costs in order to comply withthis convention. The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990 (“CAA”), requires the EPA to promulgate standards applicable toemissions of volatile organic compounds and other air contaminants. INSW’s vessels are subject to vapor control and recovery requirements for certain cargoes whenloading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. Each of the Company’s vessels operating in the transport of cleanpetroleum products in regulated port areas where vapor control standards are required has been outfitted with a vapor recovery system that satisfies these requirements.In addition, the EPA issued emissions standards for marine diesel engines. The EPA has implemented rules comparable to those of Annex VI to increase the control ofair pollutant emissions from certain large marine engines by requiring certain new marine-diesel engines installed on U.S. registered ships to meet lower NOx standardswere implemented in two phases. The newly built engine standards that became effective in 2011 required more efficient use of current engine technologies, includingengine timing, engine cooling, and advanced computer controls to achieve a 15 to 25 percent NOx reduction below previous levels. More stringent long-term standardsfor newly built engines that applied beginning in 2016 and required the use of high efficiency emission control technology such as selective catalytic reduction toachieve NOx reductions 80 percent below the pre-2016 levels. Fuel used by all vessels operating in the North American ECA, encompassing the area extending 200 miles from the coastlines of the Atlantic, Gulf and Pacific coastsand the eight main Hawaiian Islands, and the United States Caribbean Sea ECA, encompassing water around Puerto Rico and the U.S. Virgin Islands, cannot exceed0.1% sulfur. The Company believes that its vessels are in compliance with the current requirements of the ECAs. If other ECAs, such as the North-East Atlantic ECA,are approved by the IMO or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by theEPA or the states where INSW operates, compliance could require or affect the timing of significant capital and/or operating expenditures that could be material toINSW’s consolidated financial statements. The CAA also requires states to draft State Implementation Plans (“SIPs”), designed to attain national health-based air quality standards in major metropolitan andindustrial areas. Where states fail to present approvable SIPs, or SIP revisions by certain statutory deadlines, the EPA is required to draft a Federal Implementation Plan.Several SIPs regulate emissions resulting from barge loading and degassing operations by requiring the installation of vapor control equipment. Where required, theCompany’s vessels are already
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Table of Contents 20International Seaways, Inc. equipped with vapor control systems that satisfy these requirements. Although a risk exists that new regulations could require significant capital expenditures andotherwise increase its costs, the Company believes, based upon the regulations that have been proposed to date, that no material capital expenditures beyond thosecurrently contemplated and no material increase in costs are likely to be required as a result of the SIPs program. Individual states have been considering their own restrictions on air emissions from engines on vessels operating within state waters. California requires certain ocean-going vessels operating within 24 nautical miles of the Californian coast to reduce air pollution by using only low-sulfur marine distillate fuel rather than bunker fuel inauxiliary diesel and diesel-electric engines, main propulsion diesel engines and auxiliary boilers. Vessels sailing within 24 miles of the California coastline whoseitineraries call for them to enter any California ports, terminal facilities, or internal or estuarine waters must use marine gas oil or marine diesel oil with a sulfur contentat or below 0.1% sulfur and does not allow compliance via scrubbers. The Company believes that its vessels that operate in California waters are in compliance withthese regulations. Vessels calling at California ports (Ports of Los Angeles, Long Beach, Oakland, San Diego, San Francisco and Hueneme) must turn off auxiliary engines in port andconnect the vessel to shoreside power, a process known as cold ironing. In August 2020, the California Air Resources Board (“CARB”) announced expansion of itsexisting at-berth air emissions requirements. These changes require all ocean-going vessel operators and terminal operators to report each visit made to any Californiamarine terminal and will require that ships at berths in California ports operate with either shoreside power or with CARB-approved emission controls on auxiliaryengines and boilers for the duration of the visit, unless the visit qualifies for an exception or an alternative compliance option is used. Reporting requirements for allvessel types began in 2023. As of January 1, 2025, tanker vessels visiting terminals in the Ports of Los Angeles and Long Beach are subject to the updated at-berth airemissions requirements. These updated requirements become effective for all tanker vessels at other California ports in 2027. At the same time that states such as California and New York are taking steps to implement more stringent environmental regulations, the U.S. EPA under the currentadministration has taken steps to reconsider many rules and regulations, specially under the CAA. Both federal reconsideration and state level regulations regarding airemissions (including GHGs) have been and likely will continue to be subject to ongoing legal challenges in the U.S. which may delay implementation or enforcementof such rules. Although a reduction in emission standards and reporting obligations in the U.S. may be possible at the federal level in the short-term, with changingadministrations and increased regulation by certain states, including California and New York, it is likely that regulation of air emissions in the United States willincrease over time. Security Regulations and Practices Security at sea has been a concern to governments, shipping lines, port authorities and importers and exporters for years. Since the terrorist attacks of September 11,2001, there have been a variety of initiatives intended to enhance vessel security. In 2002, the U.S. Maritime Transportation Security Act of 2002 (“MTSA”) came intoeffect and the USCG issued regulations in 2003 implementing certain portions of the MTSA by requiring the implementation of certain security requirements aboardvessels operating in waters subject to the jurisdiction of the United States. Similarly, effective in July 2004, a new subchapter of SOLAS imposes various detailedsecurity obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (the “ISPS Code”). TheISPS Code is applicable to all cargo vessels of 500 gross tons plus all passenger ships operating on international voyages, mobile offshore drilling units, as well as portfacilities that service them. The objective of the ISPS Code is to establish the framework that allows detection of security threats and implementation of preventivemeasures against security incidents that can affect ships or port facilities used in international trade. Among other things, the ISPS Code requires the development ofvessel security plans and compliance with flag state security certification requirements. To trade internationally, a vessel must attain an International Ship SecurityCertificate (“ISSC”) from a recognized security organization approved by the vessel’s flag state. The USCG regulations, intended to align with international maritime security standards, exempt from MTSA vessel security measures for non-U.S. vessels that have onboard a valid ISSC attesting to the vessel’s compliance with SOLAS security requirements and the ISPS Code. All of INSW’s vessels have developed and implemented vessel security plans that have been approved by the appropriate regulatory authorities, have obtained ISSCsand comply with applicable security requirements.
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Table of Contents 21International Seaways, Inc. The Company monitors the waters in which its vessels operate for pirate activity. Company vessels that transit areas where there is a high risk of pirate activity followbest management practices for reducing risk and preventing pirate attacks and are in compliance with protocols established by the naval coalition protective forcesoperating in such areas. INSPECTION BY CLASSIFICATION SOCIETIES Every oceangoing vessel must be “classed” by a Classification Society. The Classification Society certifies that the vessel is “in class,” signifying that the vessel hasbeen built and maintained in accordance with the rules of the Classification Society and complies with applicable rules and regulations of the vessel’s country ofregistry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and correspondinglaws and ordinances of a flag state, the Classification Society will undertake them on application or by official order, acting on behalf of the authorities concerned. TheClassification Society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subjectto agreements made in each individual case and/or to the regulations of the country concerned.For maintenance of the class certification, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed arerequired to be performed as follows: ● Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant and where applicable forspecial equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate. ● Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years aftercommissioning and each class renewal. Intermediate surveys may be carried out between the occasions of the second or third annual survey. ● Class Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery, including the electrical plant, andfor any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey the vessel is thoroughlyexamined, including ultrasonic measurements to determine the thickness of the steel structures. Should the thickness be found to be less than classrequirements, the Classification Society would prescribe steel renewals. The Classification Society may grant a one-year grace period for completion of thespecial survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear andtear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a shipowner has the option of arranging with theClassification Society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. Upon a shipowner’s request, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period ofclass survey period. This process is referred to as continuous class renewal. Vessels are required to dry dock for inspection of the underwater hull at each intermediate survey and at each class renewal survey. For tankers less than 15 years old,Classification Societies permit for intermediate surveys in water inspections by divers in lieu of dry docking, subject to other requirements of such ClassificationSocieties. If defects are found during any survey, the Classification Society surveyor will issue a “recommendation” which must be rectified by the vessel owner withinprescribed time limits. Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a Classification Society that is a member of theInternational Association of Classification Societies, or IACS. All our vessels are currently, and we expect will continue to be, certified as being “in class” by aClassification Society that is a member of IACS. All new and secondhand vessels that we acquire must be certified as being “in class” prior to their delivery under ourstandard purchase contracts and memorandum of agreement. If the vessel is not certified on the date of closing, we have no obligation to take delivery of the vessel. INSURANCE Consistent with the currently prevailing practice in the industry, the Company presently carries protection and indemnity (“P&I”) insurance coverage for pollution of$1.0 billion per occurrence on every vessel in its fleet. P&I insurance is provided by mutual
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Table of Contents 22International Seaways, Inc. protection and indemnity associations (“P&I Associations”). The P&I Associations that comprise the International Group insure approximately 90% of the world’scommercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Each P&I Association has capped its exposure to each of itsmembers at approximately $8.9 billion. As a member of a P&I Association that is a member of the International Group, the Company is subject to calls payable to theP&I Associations based on its claim record as well as the claim records of all other members of the individual Associations of which it is a member, and the membersof the pool of P&I Associations comprising the International Group. As of December 31, 2024, the Company was a member of three P&I Associations. Each of theCompany’s vessels is insured by one of these three Associations with deductibles ranging from $0.025 million to $0.1 million per vessel per incident. While theCompany has historically been able to obtain pollution coverage at commercially reasonable rates, no assurances can be given that such insurance will continue to beavailable in the future. The Company carries marine hull and machinery and war risk (including piracy) insurance, which includes the risk of actual or constructive total loss, for all of itsvessels. The vessels are each covered up to at least their fair market value, with deductibles ranging from $0.125 million to $0.250 million per vessel per incident. TheCompany is self-insured for hull and machinery claims in amounts in excess of the individual vessel deductibles up to a maximum aggregate loss of $1.5 million perpolicy year for certain of its vessels. The Company currently maintains loss of hire insurance to cover loss of charter income resulting from accidents or breakdowns of its vessels, and the bareboatchartered vessels that are covered under the vessels’ marine hull and machinery insurance. Loss of hire insurance covers up to 60 days lost charter income per vesselper incident in excess of the first 60 days lost for each covered incident, which is borne by the Company. INCOME TAXATION OF THE COMPANY INSW is incorporated in the Republic of the Marshall Islands and pursuant to the laws of the Marshall Islands, the Company is not subject to income tax in theMarshall Islands. All of the Company’s vessels are owned or operated by non-U.S. corporations that are subsidiaries of INSW. U.S. Income Tax The following summary of the principal U.S. income tax laws applicable to the Company, as well as the conclusions regarding certain issues of income tax law, arebased on the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury Department regulations,administrative rulings, pronouncements and judicial decisions, all as of the date of this Annual Report on Form 10-K. No assurance can be given that changes in orinterpretation of existing laws will not occur or will not be retroactive or that anticipated future circumstances will in fact occur. INSW derives substantially all of its gross income from the use and operation of vessels in international commerce. This income principally consists of hire from timeand voyage charters for the transportation of cargoes and the performance of services directly related thereto, which is referred to herein as “shipping income.” INSW’s vessels operate in various parts of the world, including to or from U.S. ports. Shipping income that is attributable to transportation that begins or ends, but thatdoes not both begin and end, in the United States will be considered to be 50% derived from sources within the United States. Shipping income attributable totransportation that both begins and ends in the U.S. will be considered to be 100% derived from sources within the United States. INSW does not engage intransportation that gives rise to 100% U.S. source income. Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be100% derived from sources outside the United States and will generally not be subject to any U.S. federal income tax. In 2025 and prior years, INSW was exempt from taxation on its U.S. source shipping income under Section 883 of the Code and the corresponding Treasuryregulations. For 2026 and future years, INSW will need to evaluate its qualification for exemption under Section 883 and there can be no assurance that INSW willcontinue to qualify for the exemption. Our qualification for the exemption under Section 883 is described in more detail under “Risk Factors — Risks Related to Legaland Regulatory Matters — We may be subject to U.S. federal income tax on U.S. source shipping income, which would reduce our net income and cash flows.” To theextent INSW is unable to qualify for exemption from tax under Section 883, INSW will be subject to U.S. federal income taxation of 4% of its U.S. source shippingincome on a gross basis without the benefit of deductions. To the extent the Company (a) has, or is considered to have, a fixed place of business in the U.S. involved in the earning of U.S. source shipping income, and (b)substantially all of the Company’s U.S. source shipping income is attributable to regularly scheduled
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Table of Contents 23International Seaways, Inc. transportation, such as the operation of a vessel that follows a recurring schedule of voyages that begin or end in the U.S., the Company’s U.S. source shipping income,together with other U.S. source income, is considered to be effectively connected income. Currently, income effective connected with such a trade or business is subjectto U.S. federal corporate income tax imposed at a 21% rate and the Company may also be subject to a 30% branch profits tax on such income. The Company does nothave any vessel with recurring voyages that begin or end in the U.S. on a regularly scheduled basis. Therefore, the Company believes that none of its U.S. sourceshipping income constitute effectively connected income. Global Minimum Tax In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued Model Rules for implementation of a 15% minimum tax formultinational enterprises as part of its initiative intended to address the tax challenges arising from globalization. A number of countries have adopted the OECD’sminimum tax rules and have implemented these rules or local versions of these rules effective January 1, 2024 or later. As currently enacted, the Pillar Two ModelRules did not have a material impact on the Company’s consolidated financial statements in 2025; however, beginning in September 2025, in an effort to maximizefuture operational and strategic flexibility while maintaining compliance with evolving global tax regulations that are focused on the alignment of the jurisdictions inwhich 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 itsinternational shipping income generating vessel-owning subsidiaries and various intermediate parent holding companies under International Seaways, Inc. from theMarshall Islands and Liberia to Bermuda. The redomiciliation process was completed in December 2025. The Company itself remains organized under the laws of theRepublic of the Marshall Islands. Bermuda Income Taxation Under Bermuda’s Corporate Income Tax Act 2023 (“the Bermuda Act”), the corporate income tax will be determined based on a statutory tax rate of 15% effective forfiscal years beginning on or after January 1, 2025. The corporate income tax will apply only to Bermuda tax resident businesses that are part of multinational enterprisegroups with €750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the year in question. The Bermuda Act provides foran international shipping income exclusion. In order for a Bermuda entity’s international shipping income to qualify for the exclusion, the entity must demonstrate thatthe strategic or commercial management of all ships concerned is effectively carried on from or within Bermuda. The Company believes its subsidiaries that wereredomiciled to Bermuda between September and December 2025 met the necessary requirements to qualify for the international shipping income exclusion during thatperiod. See Note 10, “Taxes,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data,” for additionalinformation. ITEM 1A. RISK FACTORS This section highlights important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements made in thisreport or presented elsewhere by management from time to time. If any of the circumstances or events described below actually arise or occur, the Company’s business,results of operations and financial condition could be materially adversely affected. Actual dollar amounts are used in this Item 1A. “Risk Factors” section. Summary of Risk Factors The following is a summary of the risk factors you should be aware of before making a decision to invest in our common stock. This summary does not address all therisks we face. Additional discussion of the risks summarized in this risk factor summary, and other risks we face, can be found below in this risk factor section andshould be carefully considered, together with other information in this annual report on Form 10-K and other filings with the SEC, before making an investmentdecision regarding our common stock. Risks Related to Our Industry
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Table of Contents 24International Seaways, Inc. ● The highly cyclical nature of the industry may lead to volatile changes in charter rates and vessel values, which could adversely affect the Company’s earningsand available cash.● The market value of vessels fluctuates significantly, which could adversely affect INSW’s liquidity or otherwise adversely affect its financial condition.● Declines in charter rates and other market deterioration could cause INSW to incur impairment charges.● Changes in the worldwide supply of vessels or an expansion of the capacity of newly-built vessels, without a commensurate shift in demand for such vessels,may cause spot charter rates to increase or decline, affecting INSW’s revenues, profitability and cash flows, and the value of its vessels.● Shipping is a business with inherent risks, and INSW’s insurance may not be adequate to cover its losses.● Counterparty credit risk and constraints on capital availability may adversely affect INSW’s business.● The state of the global financial markets may adversely impact the Company’s ability to obtain additional financing on acceptable terms and otherwise negativelyimpact the Company’s business.● INSW conducts its operations internationally, which subjects it to changing economic, political and governmental conditions that may adversely affect itsbusiness.● Acts of piracy on ocean-going vessels, terrorist attacks and international hostilities and instability, including attacks against merchant vessels in the Red Sea andthe Gulf of Aden by Iran–backed Houthi militants in Yemen, could adversely affect the Company’s business.● The war between Russia and Ukraine could adversely affect INSW’s business.● Public health threats could adversely affect INSW’s business. Risks Related to Our Company ● INSW has incurred significant indebtedness which could affect its ability to finance its operations, pursue desirable business opportunities and successfully runits business in the future, all of which could affect INSW’s ability to fulfill its obligations under that indebtedness.● The Company may not be able to generate sufficient cash to service all of its indebtedness and could in the future breach covenants in its credit facilities, termloans and certain vessel charters.● INSW is a holding company and depends on the ability of its subsidiaries to distribute funds to it in order to satisfy its financial obligations or pay dividends.● The Company will be required to make additional capital expenditures to expand the number of vessels in its fleet and to maintain its vessels, which depend onadditional financing.● The Company depends on third-party service providers for technical and commercial management of its fleet.● INSW’s business depends on voyage charters, and any future decrease in spot charter rates could adversely affect its earnings.● INSW may not be able to renew Time Charters when they expire or enter into new Time Charters.● Termination of, or a change in the nature of, INSW’s relationship with any of the commercial pools in which it participates could adversely affect its business.● INSW may not realize the benefits it expects from past acquisitions or acquisitions or other strategic transactions it may make in the future.● The smuggling or alleged smuggling of drugs or other contraband onto the Company’s vessels may lead to governmental claims against the Company.● Operational costs and capital expenses will increase as the Company’s vessels age and may also increase due to unanticipated events related to secondhandvessels and the consolidation of suppliers.● The Company is subject to credit risks with respect to its counterparties on contracts, and any failure by those counterparties to meet their obligations could causethe Company to suffer losses on such contracts, decreasing revenues and earnings.● The Company may face unexpected drydock costs for its vessels.● Technological innovation could reduce the Company’s charter income and the value of the Company’s vessels.● The Company stores, processes, maintains, and transmits confidential information through information technology (“IT”) systems. Cybersecurity issues, such assecurity breaches and computer viruses, affecting INSW’s IT systems and those of its third-party vendors, suppliers or counterparties, could disrupt INSW’sbusiness, result in unintended disclosure or misuse of confidential or proprietary information, damage its reputation, increase its costs, and cause losses.● INSW’s revenues are subject to seasonal variations.
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Table of Contents 25International Seaways, Inc. ● Effective internal controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud. Risks Related to Legal and Regulatory Matters● Climate change and greenhouse emissions may adversely affect our operating results.● Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our sustainability and governance policiesmay impose additional costs on us or expose us to additional risks.● Compliance with complex laws, regulations, and, in particular, environmental laws or regulations, including those relating to the emission of greenhouse gases(“GHGs”), may adversely affect INSW’s business.● The employment of the Company’s vessels could be adversely affected by an inability to clear the oil majors’ risk assessment process.● The Company’s vessels may be directed to call on ports located in countries that are subject to restrictions imposed by the United States (“U.S.”), the UN, theUnited Kingdom, or the EU, which could negatively affect the trading price of the Company’s common shares.● An increase in trade protectionism and regulations issued by the United States to impose significant fees on vessels entering a U.S. port where that vessel wasconstructed in China or owned or operated by a Chinese entity , and orders issued by China to impose comparable fees on vessels entering a Chinese port wherethat vessel was not constructed in China and is owned or operated by a United States controlled entity could adversely impact our results of operation, financialcondition and cash flows.● The Company may be subject to litigation and government inquiries or investigations that, if not resolved in the Company’s favor and not sufficiently covered byinsurance, could have a material adverse effect on it.● Maritime claimants could arrest INSW’s vessels, which could interrupt cash flows.● Governments could requisition the Company’s vessels during a period of war or emergency, which may negatively impact the Company’s business, financialcondition, results of operation and available cash.● We may be subject to U.S. federal income tax on U.S. source shipping income, which could reduce our net income and cash flows.● U.S. tax authorities could treat us as a “passive foreign investment company”, which could have adverse U.S. federal income tax consequences to U.S.shareholders.● Pending and future tax law changes may result in significant additional taxes to us. Risks Related to the Common Stock● We are incorporated in the Marshall Islands, which may have fewer rights and protections for shareholders than under a typical jurisdiction in the United States.● It may be difficult to serve process on or enforce a United States judgment against us, our officers and our directors because we are a foreign corporation.● The market price of the Company’s securities may fluctuate significantly.● Our Amended and Restated Rights Plan may discourage, delay or prevent a change of control of the Company or changes to our management and, therefore,depress the market price of our Common Stock.● Future offerings of debt or equity securities by the Company may materially adversely affect the share price, and future capitalization measures could lead tosubstantial dilution of existing shareholders’ interests in the Company.● INSW may not continue to pay cash dividends on its Common Stock. Risks Related to Our Industry The highly cyclical nature of the industry may lead to volatile changes in charter rates and vessel values, which could adversely affect the Company’s earnings andavailable cash. INSW depends on short duration, or “spot,” charters, for a significant portion of its revenues, which exposes INSW to fluctuations in market conditions. In the yearsended December 31, 2025, 2024 and 2023, INSW derived approximately 82%, 86% and 91%, respectively, of its TCE revenues in the spot market. The tanker industryis both cyclical and volatile in terms of charter rates and profitability. Fluctuations in charter rates and vessel values result from changes in supply and demand both fortanker capacity and for oil and oil products. Factors affecting these changes in supply and demand are generally outside of the Company’s control. The nature, timingand degree of changes in industry conditions are unpredictable and could adversely affect the values of the Company’s vessels
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Table of Contents 26International Seaways, Inc. or result in significant fluctuations in the amount of charter revenues the Company earns, which could result in significant volatility in INSW’s quarterly results andcash flows, and the Company’s ability to remain in compliance with financial covenants in its credit facilities. See “—The Company may not be able to generatesufficient cash to service all of its indebtedness and could in the future breach covenants in its credit facilities, term loans and certain vessel charters.” Furthermore,recent geopolitical instability and weather conditions have significantly benefitted the Company’s financial results by increasing tanker demand in 2023 and 2024. Thisincreased demand remained at an elevated level in 2025. There can be no certainty as to when such geopolitical instability and weather conditions will normalize, andany such normalization could cause tanker rates to decline significantly. Factors influencing the demand for tanker capacity include:● supply and demand for, and availability of, energy resources such as oil, oil products and natural gas, which affect customers’ need for vessel capacity;● global and regional economic and political conditions, including armed conflicts, terrorist activities and strikes, that among other things could impact thesupply of oil, as well as trading patterns and the demand for various vessel types;● regional availability of refining capacity and inventories;● changes in the production levels of crude oil (including in particular production by OPEC, the United States and other key producers);● weather and natural disasters;● international sanctions, embargoes, import and export restrictions or nationalizations and wars, including the current Russia – Ukraine war, attacks by Iran –backed Houthi militants based in Yemen and heightened U.S. sanctions-enforcement activity in Venezuela;● developments in international trade generally;● changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported, changes in the price of crude oil andchanges to the West Texas Intermediate and Brent Crude Oil pricing benchmarks;● environmental and other legal and regulatory developments and concerns;● government subsidies of shipbuilding;● construction or expansion of new or existing pipelines or railways; and● competition from alternative sources of energy. Factors influencing the supply of vessel capacity include:● the number of newbuilding deliveries;● the recycling rate of older vessels;● environmental and maritime regulations;● the number of vessels being used for storage or as FSO service vessels;● the number of vessels that are removed from service;● changes in the number of vessels ceasing to comply with sanctions imposed by the U.S., the UK and the EU, which changes either decrease or increase thenumber of vessels that participate in sanctions compliant trading;● availability and pricing of other energy sources for which tankers can be used or to which construction capacity may be dedicated; and● port or canal congestion and weather delays. Many of the factors that influence the demand for tanker capacity will also, in the longer term, effectively influence the supply of tanker capacity, since decisions tobuild new capacity, invest in capital repairs, or to retain in service older obsolescent capacity are influenced by the general state of the marine transportation industryfrom time to time. If the number of new ships of a particular class delivered exceeds the number of vessels of that class being recycled, available capacity in that classwill increase. The newbuilding order book of all classes of tankers (representing vessels in various stages of planning or construction that will be delivered in thefuture) equaled approximately 17%, 14% and 7% as of each of December 31, 2025, 2024 and 2023.
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Table of Contents 27International Seaways, Inc. The market value of vessels fluctuates significantly, which could adversely affect INSW’s liquidity or otherwise adversely affect its financial condition. The market value of vessels has fluctuated over time. The fluctuation in market value of vessels over time is based upon various factors, including:● age of the vessel;● general economic and market conditions affecting the tanker industry, including the availability of vessel financing;● number of vessels in the world fleet;● types and sizes of vessels available;● changes in trading patterns affecting demand for particular sizes and types of vessels;● cost of newbuildings;● prevailing level of charter rates;● environmental and maritime regulations;● competition from other shipping companies and from other modes of transportation;● technological advances in vessel design and propulsion and overall vessel efficiency; and● ability to utilize less expensive fuels. During the second half of 2025, tanker values increased, primarily because of higher TCE rates (resulting in part from geopolitical conditions) and limited shipyardcapacity to construct tankers because of orders for other categories of vessels such as bulk carriers, container ships and LNG carriers. If INSW sells a vessel at a saleprice that is less than the vessel’s carrying amount on the Company’s financial statements, INSW will incur a loss on the sale and a reduction in earnings and surplus.Declines in the values of the Company’s vessels could adversely affect the Company’s compliance with its loan covenants. Declines in charter rates and other market deterioration could cause INSW to incur impairment charges. The Company evaluates events and changes in circumstances that have occurred to determine whether they indicate that the carrying amounts of the vessel assets mightnot be recoverable. This review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires the Company tomake various estimates, including with respect to future freight rates, earnings from the vessels, market appraisals and discount rates. All of these items havehistorically been volatile. The Company evaluates the recoverable amount of a vessel asset as the sum of its undiscounted estimated future cash flows. If therecoverable amount is less than the vessel’s carrying amount, the vessel’s carrying amount is then compared to its estimated fair value. If the vessel’s carrying amountis less than its fair value, it is deemed impaired. The carrying values of the Company’s vessels may differ significantly from their fair market value. The Company didnot record any vessel impairment charges during 2025. Changes in the worldwide supply of vessels or an expansion of the capacity of newly-built tankers, without a commensurate shift in demand for such vessels, maycause spot charter rates to increase or decline, affecting INSW’s revenues, profitability and cash flows, and the value of its vessels. Changes in vessel supply have historically been a driver of both spot market rates and the overall cyclicality of the maritime industry. When the number of new ships ofa particular class delivered exceeds the number of vessels of that class being recycled over a period, available capacity in that class increases. Although vessel recyclinglevels over any particular period will depend on various factors, including charter rates and recycling prices, the newbuilding order book (i.e., vessels in various stagesof planning or construction that will be delivered in the future) represented approximately 17% and 14% of the existing world tanker fleet as of each of December 31,2025 and 2024. In addition, if newly built tankers have more capacity than the tankers being recycled or otherwise removed from the active world fleet, overall tankercapacity will expand. Supply is also affected by the number of tankers being used for floating storage (which are thus not available to transport crude oil or petroleumproducts). Although currently only a relatively small percentage of the world tanker fleet is being used for storage at sea, that percentage varies over time, and isaffected by expectations of changes in the price of oil and petroleum products, with vessel use generally increasing when prices are expected to increase more thanstorage costs and generally decreasing when they are not. Any of these factors may cause both spot charter rates and the value of the INSW’s vessels to fluctuate, andmay have a material adverse effect on our revenues, profitability, cash flows and financial condition.
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Table of Contents 28International Seaways, Inc. Shipping is a business with inherent risks, and INSW’s insurance may not be adequate to cover its losses. INSW’s vessels and their cargoes are at risk of being damaged or lost and its vessel crews and shoreside employees are at risk of injury or death because of eventsincluding, but not limited to:● marine disasters;● bad weather;● mechanical failures;● human error;● war, terrorism and piracy;● grounding, fire, explosions and collisions; and● other unforeseen circumstances or events. These hazards may result in death or injury to persons; loss of revenues or property; demand for the payment of ransoms; environmental damage; higher insurancerates; damage to INSW’s customer relationships; and market disruptions, delay or rerouting, any or all of which may also subject INSW to litigation. In addition,transporting crude oil and refined petroleum products creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes,port closings and boycotts. The operation of tankers also has unique operational risks associated with the transportation of oil. An oil spill may cause significantenvironmental damage and the associated costs could exceed the insurance coverage available to the Company. Compared to other types of vessels, tankers are alsoexposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability of the oil transported intankers. Furthermore, any such incident could seriously damage INSW’s reputation and cause INSW either to lose business or to be less likely to be able to enter intonew business (either because of customer concerns or changes in customer vetting processes). Any of these events could result in loss of revenues, decreased cashflows and increased costs. While the Company carries insurance to protect against certain risks involved in the conduct of its business, risks may arise against which the Company is notadequately insured. For example, a catastrophic spill could exceed INSW’s $1.0 billion per vessel insurance coverage and have a material adverse effect on itsoperations. In addition, INSW may not be able to procure adequate insurance coverage at commercially reasonable rates in the future, and INSW cannot guarantee thatany particular claim will be paid by its insurers. In the past, new and stricter environmental regulations have led to higher costs for insurance covering environmentaldamage or pollution, and new regulations could lead to similar increases or even make this type of insurance unavailable. Furthermore, even if insurance coverage isadequate to cover the Company’s losses, INSW may not be able to timely obtain a replacement ship or may suffer other consequential harm or difficulty in the event ofa loss. INSW may also be subject to calls, or premiums, in amounts based not only on its own claim records but also the claim records of all other members of theprotection and indemnity associations through which INSW obtains insurance coverage for tort liability. INSW’s payment of these calls could result in significantexpenses which would reduce its profits and cash flows or cause losses. Counterparty credit risk and constraints on capital availability may adversely affect INSW’s business. Certain of the Company’s customers, financial lenders and suppliers may suffer material adverse impacts on their financial condition that could make them unable orunwilling to comply with their contractual commitments, including the refusal or inability to pay charter hire to INSW or an inability or unwillingness to lend funds.While INSW seeks to monitor the financial condition of its customers, financial lenders and suppliers, the availability and accuracy of information about the financialcondition of such entities and the actions that INSW may take to reduce possible losses resulting from the failure of such entities to comply with their contractualobligations is limited. Any such failure could have a material adverse effect on INSW’s revenues, profitability and cash flows. The Company also faces other potential constraints on capital relating to counterparty credit risk and constraints on INSW’s ability to borrow funds. See also “— RisksRelated to Our Company — The Company is subject to credit risks with respect to its counterparties on contracts, and any failure by those counterparties to meet theirobligations could cause the Company to suffer losses on such contracts, decreasing revenues and earnings” and “— Risks Related to Our Company — INSW hasincurred significant indebtedness which could affect its ability to finance its operations, pursue desirable business opportunities and successfully run its business in thefuture, all of which could affect INSW’s ability to fulfill its obligations under that indebtedness.”
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Table of Contents 29International Seaways, Inc. The state of the global financial markets may adversely impact the Company’s ability to obtain additional financing on acceptable terms and otherwise negativelyimpact the Company’s business. Global financial markets have been, and continue to be, volatile. There have been periods where there was a general decline in the willingness of banks and otherfinancial institutions to extend credit, particularly in the shipping industry, due to regulatory pressures (e.g., Basel IV) and the historically volatile asset values ofvessels, exacerbated by individual companies’ exposure to the spot market (i.e., without fixed or locked in time charter coverage). As the shipping industry is highlydependent on the availability of credit to finance and expand operations, it may be negatively affected by any such decline. Also, concerns about the stability of financial markets generally and the solvency of counterparties specifically may increase the cost of obtaining money from thecredit markets. Lenders may also enact tighter lending standards, refuse to refinance existing debt at all or on terms similar to current debt and reduce, and in somecases cease to provide funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms orat all. If additional financing is not available when current facilities mature, or is available only on unfavorable terms, the Company may be unable to meet itsobligations as they come due or the Company may be unable to execute its business strategy, complete additional vessel acquisitions, or otherwise take advantage ofpotential business opportunities as they arise. INSW conducts its operations internationally, which subjects it to changing economic, political and governmental conditions that may adversely affect its business. The Company conducts its operations internationally, and its business, financial condition, results of operations and cash flows may be adversely affected by changingeconomic, political and government conditions in the countries and regions where its vessels are employed, including:● regional or local economic downturns;● changes in governmental policy or regulation;● restrictions on the transfer of funds into or out of countries in which INSW or its customers operate;● difficulty in staffing and managing (including ensuring compliance with internal policies and controls) geographically widespread operations;● trade relations with foreign countries in which INSW’s customers and suppliers have operations, including protectionist measures such as tariffs and import orexport licensing requirements;● general economic and political conditions, which may interfere with, among other things, the Company’s supply chain, its customers and all of INSW’sactivities in a particular location;● difficulty in enforcing contractual obligations in non-U.S. jurisdictions and the collection of accounts receivable from foreign accounts;● different regulatory regimes in the various countries in which INSW operates;● inadequate intellectual property protection in foreign countries;● the difficulties and increased expenses in complying with multiple and potentially conflicting U.S. and foreign laws, regulations, security rules, productapprovals and trade standards, anti-bribery laws, government sanctions and restrictions on doing business with certain nations or specially designatednationals;● import and export duties and quotas;● demands for improper payments from port officials or other government officials;● U.S. and foreign customs, tariffs and taxes;● currency exchange controls, restrictions and fluctuations, which could result in reduced revenue and increased operating expense;● international incidents;● transportation delays or interruptions;● local conflicts, acts of war, terrorist attacks or military conflicts;● changes in oil prices or disruptions in oil supplies that could substantially affect global trade, the Company’s customers’ operations and the Company’sbusiness;● the imposition of taxes or fees by flag states, port states and jurisdictions in which INSW or its subsidiaries are incorporated or where its vessels operate; and● expropriation of INSW’s vessels.
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Table of Contents 30International Seaways, Inc. The occurrence of any such event could have a material adverse effect on the Company’s business. Additionally, protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantlyreduce global trade. Governments may turn to trade barriers to protect their domestic industries against foreign imports, or to retaliate against other governmentsimposing tariffs, potentially depressing shipping demand. The United States government has made statements and taken actions that impact U.S. international tradepolicies, including imposing new tariffs on imports from Canada, Mexico and China, and those and other countries have imposed, or threatened to impose, retaliatorytariffs on imports from the United States. In particular, shifts in trade regulations or port-related regulatory actions in China and the United States, including changes toport fee structures, can create uncertainty around voyage costs and operational planning. We cannot predict the timing, outcome, or impact of future developments inthe U.S., China or other countries’ trade regulations or tariff policy, and any such changes could materially adversely affect our business, financial condition or resultsof operations. Increasing trade protectionism may cause an increase in the cost of goods exported from regions globally, particularly the Asia-Pacific region and therisks associated with exporting goods, which may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associatedcosts. Further, increased tensions may adversely affect oil demand, which would have an adverse effect on shipping rates. INSW must comply with complex U.S. and non-U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local lawsprohibiting corrupt payments to government officials; anti-money laundering laws; and competition regulations. Moreover, the shipping industry is generallyconsidered to present elevated risks in these areas.Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on the Company’s business operations and on the Company’sability to transport cargo to one or more countries, and could also materially affect the Company’s brand, ability to attract and retain employees, internationaloperations, business and operating results. Although INSW has policies and procedures designed to achieve compliance with these laws and regulations, INSW cannotbe certain that its employees, contractors, joint venture partners or agents will not violate these policies and procedures. INSW’s operations may also subject itsemployees and agents to extortion attempts. Changes in fuel prices may adversely affect profits. Fuel is a significant expense in the Company’s shipping operations when vessels are under voyage charter. Accordingly, an increase in the price of fuel may adverselyaffect the Company’s profitability if these increases cannot be passed onto customers. The price and supply of fuel is unpredictable and fluctuates based on eventsoutside the Company’s control, including geopolitical developments; supply and demand for oil and gas; actions by OPEC, and other oil and gas producers; war andunrest in oil producing countries and regions; regional production patterns; and environmental concerns and regulations, including requirements to use certain fuels thatare more costly. Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect INSW’s business. Terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy, adversely affect the availability of and demand forcrude oil and petroleum products and adversely affect both the Company’s ability to charter its vessels and the charter rates payable under any such charters. Inaddition, INSW operates in a sector of the economy that is likely to be adversely impacted by the effect of political instability, terrorist or other attacks, war orinternational hostilities. Political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularlyin the Arabian Gulf region, in the Black Sea in connection with the war between Russia and Ukraine and in the Red Sea and the Gulf of Aden in connection with theIsrael/Gaza conflict resulting from attacks by Iran-backed Houthi militants based in Yemen, respectively. Political tensions and heightened sanctions enforcement inother oil ‑ producing regions, such as Venezuela, may also contribute to volatility in global oil markets and pose additional risks to maritime operations. These factorscould also increase the costs to the Company of conducting its business, particularly crew, insurance and security costs, and prevent or restrict the Company fromobtaining insurance coverage, all of which have a material adverse effect on INSW’s business, financial condition, results of operations and cash flows. In April 2019, Iran publicly threatened that it would interrupt the flow of oil through the Straits of Hormuz, the entrance to the Arabian Gulf. Commencing in May2019, several vessels in the Arabian Gulf have been attacked, which attacks the United States has attributed to Iranian forces, and at least two vessels have been seizedby Iran. Further the war between Russia and Ukraine and the
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Table of Contents 31International Seaways, Inc. Israel/Gaza conflict have resulted in attacks on commercial vessels in the Black Sea, Red Sea and Gulf of Aden in the 2022 – 2025 period. None of these attacks orseizures have involved the Company’s vessels. To date, these attacks and vessel seizures, while increasing the costs of the Company conducting its business to a limitedextent, have not had a material adverse effect on INSW’s business, financial condition, results of operations and cash flow but no assurance can be given that continuedvessel attacks or seizures will not do so. Acts of piracy on ocean-going vessels could adversely affect the Company’s business. The threat of pirate attacks on seagoing vessels remains, particularly off the west coast of Africa, the Gulf of Aden and in the South China Sea. If piracy attacks result inregions in which the Company’s vessels are deployed being characterized by insurers as “war risk” zones, as the Gulf of Aden has been, or Joint War Committee “warand strikes” listed areas, premiums payable for insurance coverage could increase significantly, and such insurance coverage may become difficult to obtain. Crewcosts could also increase in such circumstances due to risks of piracy attacks. In addition, while INSW believes the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withholdcharter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and it is thereforeentitled to cancel the charter party, a claim the Company would dispute. The Company may not be adequately insured to cover losses from these incidents, which couldhave a material adverse effect on the Company. In addition, hijacking as a result of an act of piracy against the Company’s vessels, or an increase in the cost (orunavailability) of insurance for those vessels, could have a material adverse impact on INSW’s business, financial condition, results of operations and cash flows. Suchattacks may also impact the Company’s customers, which could impair their ability to make payments to the Company under their charters. Public health threats could have an adverse effect on the Company’s operations and financial results. Public health threats and other highly communicable diseases, outbreaks of which have already occurred in various parts of the world near where INSW operates, couldadversely impact the Company’s operations, the operations of the Company’s customers and the global economy, including the worldwide demand for crude oil and thelevel of demand for INSW’s services. Any quarantine of personnel, restrictions on travel to or from countries in which INSW operates, or inability to access certainareas could adversely affect the Company’s operations. Travel restrictions, operational problems or large-scale social unrest in any part of the world in which INSWoperates, or any reduction in the demand for tanker services caused by public health threats in the future, may impact INSW’s operations and adversely affect theCompany’s financial results. Risks Related to Our Company INSW has incurred significant indebtedness which could affect its ability to finance its operations, pursue desirable business opportunities and successfully run itsbusiness in the future, all of which could affect INSW’s ability to fulfill its obligations under that indebtedness. As of December 31, 2025, INSW had approximately $567 million of outstanding indebtedness (including finance lease obligations), net of deferred finance costs.INSW’s substantial indebtedness and interest expense could have important consequences, including:● limiting INSW’s ability to use a substantial portion of its cash flow from operations in other areas of its business, including for working capital, capitalexpenditures and other general business activities, because INSW must dedicate a substantial portion of these funds to service its debt;● to the extent INSW’s future cash flows are insufficient, requiring the Company to seek to incur additional indebtedness in order to make planned capitalexpenditures and other expenses or investments;● limiting INSW’s ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, and otherexpenses or investments planned by the Company;● limiting the Company’s flexibility and ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in governmentregulation, and INSW’s business and industry;● limiting INSW’s ability to satisfy its obligations under its indebtedness; and● increasing INSW’s vulnerability to a downturn in its business and to adverse economic and industry conditions generally.
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Table of Contents 32International Seaways, Inc. INSW’s ability to continue to fund its obligations and to reduce or refinance debt in the future may be affected by, among other things, the age of the Company’s fleetand general economic, financial market, competitive, legislative and regulatory factors. An inability to fund the Company’s debt requirements or reduce or refinancedebt in the future could have a material adverse effect on INSW’s business, financial condition, results of operations and cash flows. Further, for certain leasetransactions, including finance leases, the Company’s ability to prepay the lease is restricted so the lease obligations may remain outstanding throughout the lease termeven if it is financially advantageous for the Company to prepay the lease. Additionally, the actual or perceived credit quality of the Company’s or its pools’ charterers (as well as any defaults by them) could materially affect the Company’sability to obtain the additional capital resources that it will require to purchase additional vessels or significantly increase the costs of obtaining such capital. TheCompany’s inability to obtain additional financing at an acceptable cost, or at all, could materially affect the Company’s results of operation and its ability toimplement its business strategy. The Company may not be able to generate sufficient cash to service all of its indebtedness and could in the future breach covenants in its credit facilities, termloans, and certain vessel charters. The Company’s earnings, cash flow and the market value of its vessels vary significantly over time due to the cyclical nature of the tanker industry, as well as generaleconomic and market conditions affecting the industry. As a result, the amount of debt that INSW can manage in some periods may not be appropriate in other periodsand its ability to meet the financial covenants to which it is subject or may be subject in the future may vary. Additionally, future cash flow may be insufficient to meetthe Company’s debt obligations and commitments. Any insufficiency could negatively impact INSW’s business. The Company’s $500 Million Revolving Credit Facility and $160 Million Revolving Credit Facility contain customary representations, warranties, restrictions andcovenants 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’sConsolidated Indebtedness; (ii) to ensure the Company’s and its consolidated subsidiaries’ Maximum Leverage Ratio will not exceed 0.60 to 1.00 at any time; (iii) toensure that Current Assets exceeds Current Liabilities (which is defined to exclude the current portion of Consolidated Indebtedness); and (iv) to ensure the aggregateFair Market Value of the Collateral Vessels under each facility will not be less than 135% of the aggregate outstanding principal amount of each facility. Certain of theCompany’s other debt agreements, and its lease financing arrangements also contain similar financial covenants. While the Company is in compliance with all of its loan covenants, a decrease in vessel values or a failure to meet collateral maintenance requirements could cause theCompany to breach certain covenants in its existing credit facilities, term loans and vessel leases, or in future financing agreements that the Company may enter intofrom time to time. If the Company breaches such covenants and is unable to remedy the relevant breach or obtain a waiver, the Company’s lenders could accelerate itsdebt and lenders could foreclose on the Company’s owned vessels and the owners of certain vessels that the Company charters in could terminate such charters. A range of economic, competitive, financial, business, industry and other factors will affect future financial performance, and, accordingly, the Company’s ability togenerate cash flow from operations and to pay debt and to meet the financial covenants under the Company’s debt facilities. Many of these factors, such as charterrates, economic and financial conditions in the tanker industry and the global economy or competitive initiatives of competitors, are beyond the Company’s control. IfINSW does not generate sufficient cash flow from operations to satisfy its debt obligations, it may have to undertake alternative financing plans, such as:● refinancing or restructuring its debt;● selling tankers or other assets;● reducing or delaying investments and capital expenditures; or● seeking to raise additional capital. Undertaking alternative financing plans, if necessary, might not allow INSW to meet its debt obligations. The Company’s ability to restructure or refinance its debt willdepend on the condition of the capital markets, its access to such markets and its financial condition at that time. Any refinancing of debt could be at higher interestrates and might require the Company to comply with more onerous covenants, which could further restrict INSW’s business operations. In addition, the terms ofexisting or future debt instruments may restrict INSW from adopting some alternative measures. These alternative measures may not be successful and may not permitINSW to meet its scheduled debt service obligations. The Company’s inability to generate sufficient cash flow to satisfy its
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Table of Contents 33International Seaways, Inc. debt obligations, to meet the covenants of its credit agreements and term loans and/or to obtain alternative financing in such circumstances, could materially andadversely affect INSW’s business, financial condition, results of operations and cash flows. INSW is a holding company and depends on the ability of its subsidiaries to distribute funds to it in order to satisfy its financial obligation or pay dividends. International Seaways, Inc. is a holding company, and its subsidiaries conduct all of its operations and own all of its operating assets. It has no significant assets otherthan the equity interests in its subsidiaries. As a result, its ability to satisfy its financial obligations or pay dividends depends on its subsidiaries and their ability todistribute funds to it. In addition, the terms of certain of the Company’s financing agreements restrict the ability of certain of those subsidiaries to distribute funds toInternational Seaways, Inc. The Company will be required to make additional capital expenditures to expand the number of vessels in its fleet and to maintain all of its vessels, which dependon additional financing. The Company’s business strategy is based in part upon the expansion of its fleet through the purchase of additional vessels at attractive points in the tanker cycle. TheCompany currently has newbuilding construction contracts for the purchase of four dual fuel LNG ready LR1s, which are scheduled to be delivered between the firstand third quarters of 2026 (in addition to two dual fuel LNG ready LR1s which were delivered in September and October 2025). These contracts provide forinstallment payments of the purchase price to be made by the Company as the vessels are being built. If the Company is unable to fulfill its obligations under suchcontracts, the shipyard constructing such vessels may be permitted to terminate such contracts and the Company may be required to forfeit all or a portion of the downpayments it made under such contracts and it may also be sued for any outstanding balance. In addition, as a vessel must be drydocked within five years of its deliveryfrom a shipyard, with survey cycles of no more than 60 months for the first three surveys, and 30 months thereafter, not including any unexpected repairs, the Companywill incur significant maintenance costs for its existing and any newly-acquired vessels. As a result, if the Company does not utilize its vessels as planned, thesemaintenance costs could have material adverse effects on the Company’s business, financial condition, results of operations and cash flows. The Company depends on third-party service providers for technical and commercial management of its fleet. The Company currently outsources to third-party service providers certain management services of its fleet, including technical management, certain aspects ofcommercial management and crew management. In particular, the Company has entered into ship management agreements that assign technical managementresponsibilities to a third-party technical manager for each conventional tanker in the Company’s fleet (collectively, the “Ship Management Agreements”). TheCompany has also transferred commercial management of much of its fleet to certain other third-party service providers, principally commercial pools. In such outsourcing arrangements, the Company has transferred direct control over technical and commercial management of the relevant vessels, while maintainingsignificant oversight and audit rights, and must rely on third-party service providers to, among other things:● comply with contractual commitments to the Company, including with respect to safety, quality and environmental compliance of the operations of theCompany’s vessels;● comply with requirements imposed by the U.S., the U.N., the U.K. and the EU (i) restricting calls on ports located in countries that are subject to sanctionsand embargoes and (ii) prohibiting bribery and other corrupt practices;● respond to changes in customer demands for the Company’s vessels;● obtain supplies and materials necessary for the operation and maintenance of the Company’s vessels; and● mitigate the impact of labor shortages and/or disruptions relating to crews on the Company’s vessels. The failure of third-party service providers to meet such commitments could lead to legal liability or other damages to the Company. The third-party service providersthe Company has selected may not provide a standard of service comparable to that the Company would provide for such vessels if the Company directly providedsuch service. The Company relies on its third-party service providers to comply with applicable law, and a failure by such providers to comply with such laws maysubject the Company to liability or damage its reputation even if the Company did not engage in the conduct itself. Furthermore, damage to any such third party serviceprovider’s reputation, relationships or business may reflect on the Company directly or indirectly, and could have a material adverse effect on the Company’s reputationand business.
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Table of Contents 34International Seaways, Inc. The third-party technical managers have the right to terminate the Ship Management Agreements at any time with 90 days’ notice. If a third-party technical managerexercises that right, the Company will be required either to enter into substitute agreements with other third parties or to assume those management duties. TheCompany may not succeed in negotiating and entering into such agreements with other third parties and, even if it does so, the terms and conditions of such agreementsmay be less favorable to the Company. Furthermore, if the Company is required to dedicate internal resources to managing its fleet (including, but not limited to, hiringadditional qualified personnel or diverting existing resources), that could result in increased costs and reduced efficiency and profitability. Any such changes couldresult in a temporary loss of customer approvals, could disrupt the Company’s business and have a material adverse effect on the Company’s business, results ofoperations and financial condition. INSW’s business depends on voyage charters, and any future decrease in spot charter rates could adversely affect its earnings. Voyage charters, including vessels operating in commercial pools that predominantly operate in the spot market, constituted 82% of INSW’s aggregate TCE revenuesin the year ended December 31, 2025, 86% in 2024 and 91% in 2023. Accordingly, INSW’s shipping revenues are significantly affected by prevailing spot rates forvoyage charters in the markets in which the Company’s vessels operate. The spot charter market may fluctuate significantly from time to time based upon tanker and oilsupply and demand. The spot market is very volatile, and, in the past, there have been periods when spot charter rates have declined below the operating cost of vessels.The successful operation of INSW’s vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing,to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. If spot charter rates decline in the future, then INSW may beunable to operate its vessels trading in the spot market profitably, or meet its other obligations, including payments on indebtedness. Furthermore, as charter rates forspot charters are fixed for a single voyage, which may last up to several weeks during periods in which spot charter rates are rising or falling, INSW will generallyexperience delays in realizing the benefits from or experiencing the detriments of those changes. See also Item 1, “Business — Fleet Operations — CommercialManagement.” INSW may not be able to renew Time Charters when they expire or enter into new Time Charters. INSW’s ability to renew expiring contracts or obtain new charters will depend on the prevailing market conditions at the time of renewal. As of December 31, 2025,INSW employed 13 of its vessels on time charters, with expiration dates ranging between March 2026 and April 2030. The Company’s existing time charters may notbe renewed at comparable rates or if renewed or entered into, those new contracts may be at less favorable rates. In addition, there may be a gap in employment ofvessels between current charters and subsequent charters. If, upon expiration of the existing time charters, INSW is unable to obtain time charters or voyage charters atdesirable rates, the Company’s business, financial condition, results of operations and cash flows may be adversely affected. Termination of, or a change in the nature of, INSW’s relationship with any of the commercial pools in which it participates could adversely affect its business. As of December 31, 2025, nine of the Company’s 12 VLCCs participate in the TI pool; 11 of its 13 Suezmaxes participate in the Maersk Tankers pool; three of theCompany’s four Aframaxes participate in the Aframax International pool; all seven of its LR1s participate in the PI pool; and 27 of the 33 MRs participate in the CPTApool or NTP pool. INSW’s participation in these pools is intended to enhance the financial performance of the Company’s vessels through higher vessel utilization. Anyparticipant in any of these pools has the right to withdraw upon notice in accordance with the relevant pool agreement. Changes in the management of, and the termsof, these pools (including as a result of changes adopted in conjunction with the implementation of the EU Emission Trading System), decreases in the number ofvessels participating in these pools, or the termination of these pools, could result in increased costs and reduced efficiency and profitability for the Company. In addition, in recent years the EU has published guidelines on the application of the EU antitrust rules to traditional agreements for maritime services such ascommercial pools. While the Company believes that all the commercial pools it participates in comply with EU rules, there has been limited administrative and judicialinterpretation of the rules. Restrictive interpretations of the guidelines could adversely affect the ability to commercially market the respective types of vessels incommercial pools. In the highly competitive international market, INSW may not be able to compete effectively for charters. The Company’s vessels are employed in a highly competitive market. Competition arises from other vessel owners, including major oil companies, which may havesubstantially greater resources than INSW. Competition for the transportation of crude oil and other petroleum products depends on price, location, size, age, conditionand the acceptability of the vessel operator to the charterer. The
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Table of Contents 35International Seaways, Inc. Company believes that because ownership of the world tanker fleet is highly fragmented, no single vessel owner is able to influence charter rates. INSW may not realize the benefits it expects from past acquisitions or acquisitions or other strategic transactions it may make in the future. From time to time, INSW considers, and may make, acquisitions of individual vessels, groups of vessels, or shipping businesses. The success of any such acquisitionwill depend upon a number of factors, some of which may not be within its control. These factors include INSW’s ability to:● identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly;● obtain financing;● integrate any acquired tankers or businesses successfully with INSW’s then-existing operations; and● enhance INSW’s customer base. INSW intends to finance these acquisitions by using available cash from operations and through incurrence of debt, other financing sources or bridge financing, any ofwhich may increase its leverage ratios, or by issuing equity, which may have a dilutive impact on its existing shareholders. At any given time INSW may be engaged ina number of discussions that may result in one or more acquisitions, some of which may be material to INSW as a whole. These opportunities require confidentialityand may involve negotiations that require quick responses by INSW. Although there can be no certainty that any of these discussions will result in definitiveagreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of INSW’s securities. Acquisitions and other transactions can also involve a number of special risks and challenges, including:● diversion of management time and attention from the Company’s existing business and other business opportunities;● delays in closing or the inability to close an acquisition for any reason, including third-party consents or approvals;● any unanticipated negative impact on the Company of disclosed or undisclosed matters relating to any vessels or operations acquired; and● assumption of debt or other liabilities of the acquired business, including litigation related to the acquired business. The success of acquisitions or strategic investments depends on the effective integration of newly acquired businesses or assets into INSW’s current operations. Suchintegration is subject to risks and uncertainties, including realization of anticipated synergies and cost savings, the ability to retain and attract personnel and clients, thediversion of management’s attention from other business concerns, and undisclosed or potential legal liabilities of the acquired company or asset. INSW may notrealize the strategic and financial benefits that it expects from any of its past acquisitions, or any future acquisitions. Further, if a portion of the purchase price of abusiness is attributable to goodwill and if the acquired business does not perform up to expectations at the time of the acquisition, some or all of the goodwill may bewritten off, adversely affecting INSW’s earnings. The smuggling or alleged smuggling of drugs or other contraband onto the Company’s vessels may lead to governmental claims against the Company. The Company expects that its vessels will call in ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge ofcrew members. To the extent the Company’s vessels are found with or accused to be carrying contraband, whether inside or attached to the hull of our vessels andwhether with or without the knowledge of any of its crew, the Company may face governmental or other regulatory claims which could have an adverse effect on theCompany’s business, financial condition, results of operations and cash flows. Additionally, such events could have ancillary consequences under INSW’s financingand other agreements. Operating costs and capital expenses will increase as the Company’s vessels age and may also increase due to unanticipated events relating to secondhand vesselsand the consolidation of suppliers. In general, capital expenditures and other costs necessary for maintaining a vessel in good operating condition increase as the age of the vessel increases. As ofDecember 31, 2025, the weighted average age of the Company’s total owned and operated fleet was 10.9 years (which excludes the four remaining dual fuel LNGready LR1s currently under construction and contracted for delivery to the
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Table of Contents 36International Seaways, Inc. Company by the third quarter of 2026). In addition, older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in enginetechnology. Accordingly, it is likely that the operating costs of INSW’s currently operated vessels will rise as the age of the Company’s fleet increases. In addition,changes in governmental regulations and compliance with Classification Society standards may restrict the type of activities in which the vessels may engage and/ormay require INSW to make additional expenditures for new equipment. Every commercial tanker must pass inspection by a Classification Society authorized by thevessel’s country of registry. The Classification Society certifies that a tanker is safe and seaworthy in accordance with the applicable rules and regulations of thecountry of registry of the tanker and the international conventions of which that country is a member. If a Classification Society requires the Company to addequipment, INSW may be required to incur substantial costs or take its vessels out of service. Market conditions may not justify such expenditures or permit INSW tooperate its older vessels profitably even if those vessels remain operational. If a vessel in INSW’s fleet does not maintain its class and/or fails any survey, it will beunemployable and unable to trade between ports until its class is restored or such failure is remedied. This would negatively impact the Company’s results of operation. In addition, the Company’s fleet includes a number of vessels purchased in the secondhand market or otherwise acquired after they have been constructed. While theCompany typically inspects secondhand vessels before it purchases or otherwise acquires them, those inspections do not necessarily provide INSW with the same levelof knowledge about those vessels’ condition that INSW would have had if these vessels had been built for and operated exclusively by it. The Company may notdiscover defects or other problems with such vessels before purchase, which may lead to expensive, unanticipated repairs, and could even result in accidents or otherincidents for which the Company could be liable. Furthermore, recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items,INSW is generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Supplier consolidation may result in ashortage of supplies and services, thereby increasing the cost of supplies or potentially inhibiting the ability of suppliers to deliver on time. These cost increases ordelays could result in downtime, and delays in the repair and maintenance of the Company’s vessels and have a material adverse effect on INSW’s business, financialcondition, results of operations and cash flows. The Company’s lightering business faces significant competition and market volatility, and revenues and profitability for these operations may vary significantlyfrom period to period. The Company provides STS transfer services, primarily in the crude oil and refined petroleum products industries. The seaborne markets for STS transfer business arehighly competitive and our competitors may in some cases have greater resources than we do. The business also faces competition from alternative methods ofdelivering crude oil and refined petroleum products shipments to ports and vessels, including several offshore loading and offloading facilities either in operation or invarious stages of planning in the USG region. Furthermore, the market for STS transfer services faces different competitive dynamics than our other tanker businesses,meaning that our expertise in the tanker markets may not apply in the same ways to our lightering business, and demand for lightering services has historically variedsignificantly from period to period based on customer activity in the regions in which we operate. Accordingly, our ability to maintain or grow our market share in STStransfer services may be limited, and the Company’s lightering revenues may be volatile or decline in the future. The Company is subject to credit risks with respect to its counterparties on contracts, and any failure by those counterparties to meet their obligations could causethe Company to suffer losses on such contracts, decreasing revenues and earnings. The Company has entered into, and in the future will enter into, various contracts, including charter agreements and other agreements associated with the operation ofits vessels. The Company charters its vessels to other parties, who pay the Company a daily rate of hire. The Company also enters voyage charters. Historically, theCompany has not experienced material problems collecting charter hire. The Company also time charters or bareboat charters some of its vessels from other parties andits continued use and operation of such vessels depends on the vessel owners’ compliance with the terms of the time charter or bareboat charter. Additionally, theCompany enters into derivative contracts (related to interest rate risk) from time to time. As a result, the Company is subject to credit risks. The ability of each of theCompany’s counterparties to perform its obligations under a contract will depend on a number of factors that are beyond the Company’s control and may include,among other things, general economic conditions; availability of debt or equity financing; the condition of the maritime and offshore industries; the overall financialcondition of the counterparty; charter rates received for specific types of vessels; and various expenses. Charterers are sensitive to the commodity markets and may beimpacted by market forces affecting commodities such as oil. In addition, in depressed market conditions, the Company’s charterers
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Table of Contents 37International Seaways, Inc. and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, theCompany’s customers may fail to pay charter hire or attempt to renegotiate charter rates. If the counterparties fail to meet their obligations, the Company could sufferlosses on such contracts which would decrease revenues, cash flows and earnings. The Company relies on the skills of its senior management team, and if the Company were required to replace them, it could negatively impact the effectiveness ofmanagement and the Company’s results of operations could be negatively impacted. INSW’s success depends to a significant extent upon the expertise, capabilities and efforts of its senior executives in managing the Company’s activities. INSW is ledby executives with significant experience in their respective areas of responsibility, and the loss or unavailability of one or more of INSW’s senior executives for anextended period of time could adversely affect the Company’s business and results of operations. The Company may face unexpected drydock costs for its vessels. Vessels must be drydocked periodically. The cost of repairs and renewals required at each drydock are difficult to predict with certainty, can be substantial and theCompany’s insurance does not cover these costs. In addition, vessels may have to be drydocked in the event of accidents or other unforeseen damage, and INSW’sinsurance may not cover all of these costs. Vessels in drydock will not generate any income. Large drydocking expenses could adversely affect the Company’s resultsof operations and cash flows. In addition, the time when a vessel is out of service for maintenance is determined by a number of factors including regulatory deadlines,market conditions, shipyard availability and customer requirements, and accordingly the length of time that a vessel may be off-hire may be longer than anticipated,which could adversely affect the Company’s business, financial condition, results of operations and cash flows. Technological innovation could reduce the Company’s charter income and the value of the Company’s vessels. The charter rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility andphysical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize relateddocking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance, the impactof the stress of operations and new regulations (including in particular regulations relating to GHG emissions). If new tankers are built that are more efficient or moreflexible or have longer physical lives than the Company’s vessels, competition from these more technologically advanced vessels could adversely affect the charterrates that the Company receives for its vessels and the resale value of the Company’s vessels could significantly decrease. As a result, the Company’s business,financial condition, results of operations and cash flows could be adversely affected. The Company stores, processes, maintains, and transmits confidential information through information technology (“IT”) systems. Cybersecurity issues, such asdata breaches and computer malware, affecting INSW’s IT systems or those of its third-party vendors, suppliers or counterparties, could disrupt INSW’s business,result in the unintended disclosure or misuse of confidential or proprietary information, disruption in regular business operations, damage its reputation, increaseits costs, and cause losses. The Company collects, stores and transmits sensitive and business critical data, including its own proprietary business information and that of its counterparties, andpersonally identifiable information of counterparties and employees, using both its own IT systems and those of third-party vendors. In addition, the Company relies onthe transmission of similarly sensitive data from the Company’s third-party suppliers and vendors. The safe storage, accurate processing, timely availability and securetransmission of this information is critical to INSW’s operations. The Company’s dependency on IT systems includes accounting, billing, disbursement, cargo bookingand tracking, vessel scheduling and stowage, vessel operations, customer service, banking, payroll and messaging systems. The Company’s IT infrastructure, or thoseof its customers or third-party vendors, suppliers or counterparties, are vulnerable to data breaches, computer malware, and other security problems as well as failurescaused by the occurrence of natural disasters or other unexpected problems. Many companies, including companies in the shipping industry, have increasingly reportedbreaches in the security of their information technology systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorizedaccess to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage. The Company has experienced attempted attackson its email system to obtain unauthorized access to confidential information.
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Table of Contents 38International Seaways, Inc. The Company may be required to spend significant capital and other resources to further protect itself and its systems against threats of security breaches and computermalware, or to alleviate problems caused by security breaches or malware. Security breaches and malware could also expose the Company to claims, litigation andother possible liabilities. Any inability to prevent security breaches (including the inability of INSW’s third-party vendors, suppliers or counterparties to preventsecurity breaches) could also cause existing clients to lose confidence in the Company’s IT systems and could adversely affect INSW’s reputation, cause losses toINSW or our customers, damage our brand, and increase our costs. In order to mitigate the financial impact of any losses arising from security breaches or computermalware, the Company has purchased insurance that covers losses arising from such breaches or malware, including data recovery, extortion, ransomware and businessinterruption. INSW’s revenues are subject to seasonal variations. INSW operates its tankers in markets that have historically exhibited seasonal variations in demand for tanker capacity, and therefore, charter rates. Peaks in tankerdemand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Charter rates for tankers are typically higher in thefall and winter months as a result of increased oil consumption in the Northern Hemisphere. Unpredictable weather patterns and variations in oil reserves disrupt tankerscheduling. Because a majority of the Company’s vessels trade in the spot market, seasonality has affected INSW’s operating results on a quarter-to-quarter basis andcould continue to do so in the future. Such seasonality may be outweighed in any period by then current economic conditions or tanker industry fundamentals. Effective internal controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud. The Company maintains a system of internal controls to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with GAAP.The process of designing and implementing effective internal controls is a continuous effort that requires the Company to anticipate and react to changes in its businessand the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy its reportingobligations as a public company. Any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. Anyfailure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase the Company’s operating costs andharm its business. Furthermore, investors’ perceptions that the Company’s internal controls are inadequate or that the Company is unable to produce accurate financialstatements on a timely basis may harm its stock price. Work stoppages or other labor disruptions may adversely affect INSW’s operations. INSW could be adversely affected by actions taken by employees of other companies in related industries (including third parties providing services to INSW) againstefforts by management to control labor costs, restrain wage or benefit increases or modify work practices or the failure of other companies in its industry tosuccessfully negotiate collective bargaining agreements. Risks Related to Legal and Regulatory Matters Climate change and greenhouse gas restrictions may adversely affect our operating results. An increasing concern for, and focus on climate change, has promoted extensive existing and proposed international, national and local regulations intended to reducegreenhouse gas emissions. Compliance with such regulations (including increased assessment, and greater reporting, of the environmental effects of our business) andour efforts to participate in reducing greenhouse gas emissions (“GHGs”) will likely increase our compliance costs, require significant capital expenditures to reducevessel emissions and require changes to our business. Our business consists of transporting crude oil and refined petroleum products. Regulatory changes and growing public concern about the environmental impact ofclimate change may lead to reduced demand for crude oil and refined petroleum products and decreased demand for our services, while increasing or creating greaterincentives for use of alternative energy sources. We expect regulatory and consumer efforts aimed at combating climate change to intensify and accelerate. Although wedo not expect demand for oil to decline dramatically over the short-term, in the long-term climate change likely will significantly affect demand for oil and foralternatives. Any such change could adversely affect our ability to compete in a changing market and our business, financial condition
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Table of Contents 39International Seaways, Inc. and results of operations. Further, no assurance can be given that capital expenditures we make to comply with existing or proposed environmental regulations orstrategies that we adopt with respect to changes in demand for crude oil or refined petroleum products or in demand for our services will be successful. Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our sustainability and governance policiesmay impose additional costs on us or expose us to additional risks. Companies across all industries are facing increasing scrutiny relating to their sustainability and governance policies. Investor advocacy groups, certain institutionalinvestors, investment funds, lenders and other market participants are increasingly focused on such practices and, in recent years, have placed increasing importance onthe implications and social cost of their investments. The increased focus and activism related to these matters may hinder access to capital, as investors and lendersmay decide to reallocate capital or to not commit capital as a result of their assessment of a company’s practices. Diminished access to capital could hinder our growth.Companies that do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived tohave not responded appropriately to the growing concern for these issues, regardless of whether there is a legal requirement to do so, may suffer from reputationaldamage and their business, financial condition and share price may be adversely affected. We may face increasing pressures from investors, lenders and other market participants, which are increasingly focused on climate change, to prioritize sustainableenergy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent procedures or standards so thatour existing and future investors remain invested in us and make further investments in us, especially given our business of transporting crude oil and refined petroleumproducts. In addition, we will incur additional costs and require additional resources to monitor, report and comply with wide-ranging sustainability and governancerequirements. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. Compliance with complex laws, regulations, and, in particular, environmental laws or regulations, including those relating to the emission of greenhouse gases,may adversely affect INSW’s business. General The Company’s operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties, conventions andstandards in force in international waters, the jurisdictional waters of the countries in which INSW’s vessels operate, as well as the countries of its vessels’ registration.Many of these requirements are designed to reduce the emission of greenhouse gases and the risk of oil spills. They also regulate other water pollution issues, includingdischarge of ballast water and effluents and air emissions, including emission of greenhouse gases. These requirements impose significant capital and operating costson INSW, including, without limitation, ones related to engine adjustments and ballast water treatment. Environmental laws and regulations also can affect the resale value or significantly reduce the useful lives of the Company’s vessels, require a reduction in carryingcapacity, ship modifications or operational changes or restrictions (and related increased operating costs) or retirement of service, lead to decreased availability orhigher cost of insurance coverage for environmental matters or result in the denial of access to, or detention in, certain jurisdictional waters or ports. Under local,United States and international laws, as well as international treaties and conventions, INSW could incur material liabilities, including cleanup obligations, in the eventthat there is a release of petroleum or other hazardous substances from its vessels or otherwise in connection with its operations. INSW could also become subject topersonal injury or property damage claims relating to the release of or exposure to hazardous materials associated with its current or historic operations. Violations of orliabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of theCompany’s vessels. Oil Pollution INSW could incur significant costs, including cleanup costs, fines, penalties, third-party claims and natural resource damages, as the result of an oil spill or liabilitiesunder environmental laws. The Company is subject to the oversight of several government agencies, including the U.S. Coast Guard and the EPA. OPA 90 affects allvessel owners shipping oil or hazardous material to, from or within the United States. OPA 90 allows for potentially unlimited liability without regard to fault forowners, operators and bareboat charterers of vessels for oil pollution in U.S. waters. Similarly, the International Convention on Civil Liability for Oil PollutionDamage, 1969, as amended, which has been adopted by most countries outside of the United States, imposes liability for oil pollution
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Table of Contents 40International Seaways, Inc. in international waters. OPA 90 expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution incidentsoccurring within their boundaries. Coastal states in the United States have enacted pollution prevention liability and response laws, many providing for unlimitedliability. In addition, in complying with OPA 90, IMO regulations, EU directives and other existing laws and regulations and those that may be adopted, shipowners likely willincur substantial additional capital and/or operating expenditures in meeting new regulatory requirements, in developing contingency arrangements for potential spillsand in obtaining insurance coverage. Key regulatory initiatives that are anticipated to require substantial additional capital and/or operating expenditures in the nextseveral years include more stringent limits on the sulfur content of fuel oil for vessels operating in certain areas and more stringent requirements for management andtreatment of ballast water. Ballast Water Certain of the Company’s vessels are subject to more stringent numeric discharge limits of ballast water under the EPA’s VGP, with additional vessels becoming subjectin future years, even though those vessels have obtained a valid extension from the USCG for implementation of treatment technology under the USCG’s final rules.The EPA has determined that it will not issue extensions under the VGP but has stated that vessels that (i) have received an extension from the USCG, (ii) are incompliance with all of the VGP requirements other than numeric discharge limits and (iii) meet certain other requirements will be entitled to “low enforcementpriority”. While INSW believes that any vessel that is or may become subject to the more stringent numeric discharge limits of ballast water meets the conditions for“low enforcement priority,” no assurance can be given that they will do so. If the EPA determines to enforce the limits for such vessels, such action could have amaterial adverse effect on INSW. Further, it is anticipated that in November 2026 the USCG will implement regulations under VIDA at which time the discharge ofballast water in the navigable waters of the United States will no longer be subject to the VGP. See Item 1, “Business —Environmental and Security Matters Relating toBulk Shipping.” Greenhouse Gas Emissions Due to concern over the risk of climate change, a number of countries, including the United States, and international organizations, including the EU, the IMO and theU.N., have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures include, among others,adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. Such actions could result insignificant financial and operational impacts on the Company’s business, including requiring INSW to install new emission controls, acquire allowances or pay taxesrelated to its greenhouse gas emissions, or administer and manage a greenhouse gas emission program. See Item 1, “Business — Environmental and Security MattersRelating to Bulk Shipping”. Other Impacts Other government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and requirethe Company to incur significant capital expenditures on its vessels to keep them in compliance, or even to recycle or sell certain vessels altogether. Such expenditurescould result in financial and operational impacts that may be material to INSW’s financial statements. Additionally, the failure of a shipowner or bareboat charterer tocomply with local, domestic and international regulations may subject it to increased liability, may invalidate existing insurance or decrease available insurancecoverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. If any of our vessels are denied access to, or are detained in,certain ports, reputation, business, financial results and cash flows could be materially and adversely affected. Accidents involving highly publicized oil spills and other mishaps involving vessels can be expected in the tanker industry, and such accidents or other events could beexpected to result in the adoption of even stricter laws and regulations, which could limit the Company’s operations or its ability to do business and which could have amaterial adverse effect on INSW’s business, financial results and cash flows. In addition, the Company is required by various governmental and quasi-governmentalagencies to obtain certain permits, licenses and certificates with respect to its operations. The Company believes its vessels are maintained in good condition incompliance with present regulatory requirements, are operated in compliance with applicable safety and environmental laws and regulations and are insured againstusual risks for such amounts as the Company’s management deems appropriate. The vessels’ operating certificates and licenses are renewed periodically during eachvessel’s required annual survey. However,
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Table of Contents 41International Seaways, Inc. government regulation of tankers, particularly in the areas of safety and environmental impact may change in the future and require the Company to incur significantcapital expenditures with respect to its ships to keep them in compliance. Employment of the Company’s vessels could be adversely affected by an inability to clear the oil majors’ risk assessment process. The shipping industry, and especially vessels that transport crude oil and refined petroleum products, is heavily regulated. In addition, the “oil majors” such as BP,Chevron Corporation, Phillips 66, ExxonMobil Corp., Royal Dutch Shell and Total S.A. have developed a strict due diligence process for selecting their shippingpartners out of concerns for the environmental impact of spills. This vetting process has evolved into a sophisticated and comprehensive risk assessment of both thevessel manager and the vessel, including audits of the management office and physical inspections of the ship. Under the terms of the Company’s charter agreements(including those entered into by pools in which the Company participates), the Company’s charterers require that the Company’s vessels and the technical managerspass vetting inspections and management audits, respectively. The Company’s failure to maintain any of its vessels to the standards required by the oil majors could putthe Company in breach of the applicable charter agreement and lead to termination of such agreement. Should the Company not be able to successfully clear the oilmajors’ risk assessment processes on an ongoing basis, the future employment of the Company’s vessels could also be adversely affected. since it might lead to the oilmajors’ terminating existing charters. The Company’s vessels may be directed to call on ports located in countries that are subject to restrictions imposed by the U.S., the U.N., the U.K. or the EU, whichcould negatively affect the trading price of the Company’s common shares. From time to time, certain of the Company’s vessels, on the instructions of the charterers or pool manager responsible for the commercial management of such vessels,have called and may again call on ports located in countries or territories, and/or operated by persons, subject to sanctions and embargoes imposed by the U.S., theU.N., the U.K. or the EU and countries identified by the U.S., the U.N., the U.K. or the EU as state sponsors of terrorism. The U.S., U.N., the U.K. and EU sanctionsand embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions andembargo laws and regulations may be amended or expanded over time. Some sanctions may also apply to transportation of goods (including crude oil) originating insanctioned countries (particularly Iran, Venezuela and Russia), even if the vessel does not travel to those countries, or is otherwise acting on behalf of sanctionedpersons. Sanctions may include the imposition of penalties and fines against companies violating national law or companies acting outside the jurisdiction of thesanctioning power themselves becoming the target of sanctions. Although INSW believes that it is in compliance with all applicable sanctions and embargo laws and regulations and intends to maintain such compliance, and INSWdoes not, and does not intend to, engage in sanctionable activity, INSW might fail to comply or may inadvertently engage in a sanctionable activity in the future,particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation or sanctionable activity could result in finesor other penalties, or the imposition of sanctions against the Company, and could result in some investors deciding, or being required, to divest their interest, or not toinvest, in the Company and negatively affect INSW’s reputation and investor perception of the value of INSW’s common stock.
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Table of Contents 42International Seaways, Inc. An increase in trade protectionism and regulations issued by the United States to impose significant fees on vessels entering a U.S. port where that vessel wasconstructed in China or is owned or operated by a Chinese entity, and orders issued by China to impose comparable fees on vessels entering a Chinese port wherethat vessel was not constructed in China and is owned or operated by a United States controlled entity could adversely impact our results of operation, financialcondition and cash flows. Protectionist trade developments, such as increased tariffs on imports, or the perception that they may occur, may have an adverse effect on global economicconditions, and may significantly affect and/or reduce global trade. Governments may increasingly turn to trade barriers to protect their domestic industries againstforeign imports or to retaliate against other governments imposing tariffs, potentially depressing shipping demand. The United States government has made statementsand taken actions that impact U.S. international trade policies, including imposing new tariffs on imports from Canada, Mexico and China, and those and othercountries have imposed, or threatened to impose, retaliatory tariffs on imports from the United States. In addition, the United States issued regulations in October 2025that certain vessels that were constructed in China or operated by a Chinese entity are charged a fee based on their net tonnage upon entering a U.S. port, which feeincreases over time. The Company currently owns 13 vessels that were constructed in China (four of which are below the 55,000 dwt minimum to which the U.S. feesapply), time charters in one vessel that was constructed in China and bareboat charters in three non-Chinese built vessels from a Chinese financial institution in afinancing leasing arrangement. China issued orders that became effective at the same time as the United States regulations that imposed comparable fees on certainvessels that were not constructed in China and that are owned or operated by a United States controlled entity (which includes a company formed in the U.S., where theboard is composed of more than 25% U.S. persons or where the company is more than 25% owned by U.S. persons), upon the entry of such vessels to a Chinese port.While the Chinese order is subject to final interpretation and enforcement, the Company has certain vessels that may be subject to the Chinese order. On November 10,2025, the United States and China each suspended its port fee orders for one year. We cannot predict the timing, outcome, or impact of future developments in the U.S.,China or other countries’ trade regulations or tariff policy, including whether the suspension of port fees will terminate earlier than the one-year period or will beextended, and any such changes could materially adversely affect our business, financial condition or results of operations. The Company may be subject to litigation and government inquiries or investigations that, if not resolved in the Company’s favor and not sufficiently covered byinsurance, could have a material adverse effect on it. The Company has been and is, from time to time, involved in various litigation matters and subject to government inquiries and investigations. These matters mayinclude, among other things, regulatory proceedings and litigation arising out of or relating to contract disputes, personal injury claims, environmental claims orproceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, sanctions and other regulatory compliance, and otherdisputes that arise in the ordinary course of the Company’s business. Although the Company intends to defend these matters vigorously, it cannot predict with certainty the outcome or effect of any such matter, and the ultimate outcomeof these matters or the potential costs to resolve them could involve or result in significant expenditures or losses by the Company, or result in significant changes toINSW’s insurance costs, rules and practices in dealing with its customers, all of which could have a material adverse effect on the Company’s future operating results,including profitability, cash flows, and financial condition. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which mayhave a material adverse effect on the Company’s financial condition. The Company’s recorded liabilities and estimates of reasonably possible losses for its contingentliabilities are based on its assessment of potential liability using the information available to the Company at the time and, as applicable, any past experience and trendswith respect to similar matters. However, because litigation is inherently uncertain, the Company’s estimates for contingent liabilities may be insufficient to cover theactual liabilities from such claims, resulting in a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. SeeItem 3, “Legal Proceedings” in this Annual Report on Form 10-K and Note 18, “Contingencies,” to the Company’s consolidated financial statements set forth in Item 8,“Financial Statements and Supplementary Data.” Maritime claimants could arrest INSW’s vessels, which could interrupt cash flows. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfieddebts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest orattachment of one or more of the Company’s vessels could interrupt INSW’s cash flow and require it to pay a significant amount of money to have the arrest lifted. Inaddition, in some jurisdictions, such
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Table of Contents 43International Seaways, Inc. as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated”vessel, meaning any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in the Company’s fleet forclaims relating to another vessel in its fleet which, if successful, could have an adverse effect on the Company’s business, financial condition, results of operations andcash flows. Governments could requisition the Company’s vessels during a period of war or emergency, which may negatively impact the Company’s business, financialcondition, results of operations and available cash. A government could requisition one or more of the Company’s vessels for title or hire. Requisition for title occurs when a government takes control of a vessel andbecomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally,requisitions occur during a period of war or emergency. Government requisition of one or more of the Company’s vessels may negatively impact the Company’sbusiness, financial condition, results of operations and available cash. We may be subject to U.S. federal income tax on U.S. source shipping income, which would reduce our net income and cash flows. If we do not qualify for an exemption pursuant to Section 883, or the “Section 883 exemption,” of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)then we will be subject to U.S. federal income tax on our shipping income that is derived from U.S. sources. If we are subject to such tax, our results of operations andcash flows would be reduced by the amount of such tax. We will qualify for the Section 883 exemption for 2026 and forward if, among other things, (i) our commonshares are treated as primarily and regularly traded on an established securities market in the United States or another qualified country (“publicly traded test”), or(ii) we satisfy one of two other ownership tests. Under applicable U.S. Treasury Regulations, the publicly traded test will not be satisfied in any taxable year in whichpersons who directly, indirectly or constructively own five percent or more of our common shares (sometimes referred to as “5% shareholders”) own in the aggregate50% or more of the vote and value of our common shares for more than half the days in such year, unless an exception applies. We can provide no assurance thatownership of our common shares by 5% shareholders will allow us to qualify for the Section 883 exemption in 2025 and any other future taxable years. If we do notqualify for the Section 883 exemption, our gross shipping income derived from U.S. sources, i.e., 50% of our gross shipping income attributable to transportationbeginning or ending in the United States (but not both beginning and ending in the United States), generally would be subject to a four percent tax without allowancefor deductions. U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S.shareholders. A non-U.S. corporation generally will be treated as a “passive foreign investment company,” or a “PFIC,” for U.S. federal income tax purposes if, after applying certainlook through rules, either (i) at least 75% of its gross income for any taxable year consists of “passive income” or (ii) at least 50% of the average value of assets(determined on a quarterly basis) held for the production of “passive income.” We refer to assets which produce or are held for production of “passive income” as“passive assets.” For purposes of these tests, “passive income” generally includes dividends, interest, gains from the sale or exchange of investment property and rentalincome and royalties other than rental income and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, asdefined in applicable U.S. Treasury Regulations. Passive income does not include income derived from the performance of services. Although there is no authorityunder the PFIC rules directly on point, and existing legal authority in other contexts is inconsistent in its treatment of time charter income, we believe that the grossincome we derive or are deemed to derive from our time and spot chartering activities is services income, rather than rental income. Accordingly, we believe that (i) ourincome from time and spot chartering activities does not constitute passive income and (ii) the assets that we own and operate in connection with the production of thatincome do not constitute passive assets. Therefore, we believe that we are not now and have never been a PFIC with respect to any taxable year. There is no assurancethat the IRS or a court of law will accept our position and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, because there areuncertainties in the application of the PFIC rules and PFIC status is determined annually and is based on the composition of a company’s income and assets (which aresubject to change), we can provide no assurance that we will not become a PFIC in any future taxable year. If we were to be treated as a PFIC for any taxable year (andregardless of whether we remain as a PFIC for subsequent taxable years), our U.S. shareholders would be subject to a disadvantageous U.S. federal income tax regimewith respect to distributions received from us and gain, if any, derived from the sale or other disposition of our common shares. These adverse tax consequences toshareholders could negatively impact our ability to issue additional equity in order to raise the capital necessary for our business operations.
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Table of Contents 44International Seaways, Inc. Pending and future tax law changes may result in significant additional taxes to us. Tax laws, including tax rates, in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control and may result in significant additional taxes to us. For example, various governments and organizations such as the EU and Organization for Economic Co-operation Development (or the OECD) are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue. In January 2019, the OECD announced further work in continuation of its Base Erosion and Profit Shifting project, focusing on two “pillars”. Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. The Pillar Two Model Rules are designed to ensure that large multinational enterprises (MNEs) that have annual revenues of €750 million or more in at least two of the four fiscal years immediately preceding the tested fiscal year pay a minimum level of tax on the income arising in each jurisdiction where they operate. In October 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2024 and 2025. Qualifying International Shipping Income is exempt from many aspects of this framework if the exemption requirements are satisfied. As currently drafted, the exemption requirements are limited to the extent strategic and/or commercial management of ships are carried on from within the jurisdiction in which the ship owning and revenue generating entity is domiciled. On December 20, 2021, the OECD published model rules to implement the Pillar Two rules, which are generally consistent with the agreement reached by the framework in October 2021. On December 12, 2022, the EU member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on MNEs with revenues of at least €750 million, which became effective in 2024. A number of countries have adopted the OECD’s minimum tax rules and have implemented these rules or local versions of these rules effective January 1, 2024. None of the Company’s subsidiaries were domiciled in such jurisdictions as of December 31, 2024, however. these laws as enacted and implemented could result in additional tax imposed on us or our subsidiaries if we or our subsidiaries decide to do business from such jurisdictions in the future. Following a redomiciliation effort that began in September 2025, as of December 31, 2025, all of the Company’s vessel owning subsidiaries and certain intermediateholding company subsidiaries are domiciled in Bermuda. Bermuda has adopted Pillar Two–aligned domestic corporate income tax rules under the Bermuda CorporateIncome Tax Act 2023 (the “ Bermuda CIT Act”), effective for fiscal years beginning on or after January 1, 2025. The Bermuda CIT Act is closely aligned with theOECD Pillar Two Model Rules and generally imposes a 15% corporate income tax on Bermuda constituent entities (as defined in the Bermuda CIT Act) that are part ofan in ‑ scope multinational enterprise group. Although the Bermuda CIT Act provides an exclusion for Qualifying International Shipping Income that is substantiallysimilar to the exclusion under the Pillar Two Model Rules, the availability of such exclusion depends on satisfaction of detailed substance-based requirements,including that the strategic or commercial management of vessels is effectively carried on from within Bermuda. Additionally, Bermuda does not impose a separate“top ‑ up” tax under the Pillar Two framework, which could lead to other countries in which we operate or may operate in the future to seek to impose additional tax onour income if they determine that the Qualifying International Shipping Income exclusion is unavailable or improperly applied. While we currently believe that ourshipping income is expected to qualify for this Qualifying International Shipping Income exclusion, there can be no assurance that tax authorities will not challenge oursatisfaction of the applicable requirements, that future guidance will not interpret the exclusion more narrowly, or that all of our income streams will continue toqualify. Any such challenge, change in interpretation, or failure to satisfy the applicable requirements could result in additional tax liabilities, increased complianceobligations, or adverse effects on our results of operations. In addition, national or local tax authorities may assert other claims in various circumstances. During 2023, the tax authorities in one country notified manyinternational shipping companies, including the Company, that they may have failed to comply with extant laws applicable in such country with respect to registration,reporting possible income derived from such country, filing of appropriate tax returns, and payment of relevant taxes with respect to international shipping operations.While the law has been in place for many years, there has not been any previous enforcement and there is significant lack of clarity as to who may be subject to taxunder the legislation and what income, if any, may be subject to taxation. Similarly, the status of the taxation of international shipping income in certain other countriesis equally uncertain. The Company believes that any income tax liability that may arise in all such countries would not be material to the Company, but no assurancecan be made as to the amount of any such liability, if any.
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Table of Contents 45International Seaways, Inc. Risks Related to the Common Stock We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate case law or bankruptcy law, and, as a result, shareholdersmay have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States. Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act (the "BCA"). The provisions ofthe BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islandsinterpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Marshall Islands are not as clearly established as the rights and fiduciaryresponsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA doesspecifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, ourshareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholdersof a corporation incorporated in a U.S. jurisdiction. In addition, the Marshall Islands does not have a well-developed body of bankruptcy law. As such, in the case of abankruptcy involving us, there may be a delay of bankruptcy proceedings and the ability of securityholders and creditors to receive recovery after a bankruptcyproceeding, and any such recovery may be less predictable. It may be difficult to serve process on or enforce a United States judgment against us, our officers and our directors because we are a foreign corporation. We are a corporation formed in the Republic of the Marshall Islands. In addition, a substantial portion of our assets are located outside of the United States, principallyin Bermuda. As a result, you may have difficulty serving legal process within the United States upon us. You may also have difficulty enforcing, both in and outside theUnited States, judgments you may obtain in U.S. courts against us or our directors and officers, including in actions based upon the civil liability provisions of U.S.federal or state securities laws. Furthermore, there is substantial doubt that the courts of the Republic of the Marshall Islands or of the non-U.S. jurisdictions in whichour offices are located would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. The market price of the Company’s securities may fluctuate significantly. The Company’s common stock is listed on the New York Stock Exchange. However, the market price of the Company’s common stock may fluctuate substantially. Youmay not be able to resell your common stock at or above the price you paid for such securities due to a number of factors, some of which are beyond the Company’scontrol. These risks include those described or referred to in this “Risk Factors” section and under “Forward -Looking Statements,” as well as, among other things:fluctuations in the Company’s operating results; activities of and results of operations of the Company’s competitors; changes in the Company’s relationships with theCompany’s customers or the Company’s vendors; changes in business or regulatory conditions; changes in the Company’s capital structure; any announcements by theCompany or its competitors of significant acquisitions, strategic alliances or joint ventures; additions or departures of key personnel; investors’ general perception ofthe Company; failure to meet market expectations; future sales of the Company’s securities by it, directors, executives and significant stockholders; changes indomestic and international economic and political conditions; and other events or factors, including those resulting from natural disasters, war, acts of terrorism orresponses to these events. Any of the foregoing factors could also cause the price of the Company’s equity securities to fall and may expose the Company to securitiesclass action litigation. Any securities class action litigation could result in substantial costs and the diversion of management’s attention and resources. In addition, the stock market has recently experienced volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particularcompanies. These broad market and industry fluctuations may adversely affect the market price of the Company’s common stock, regardless of its actual operatingperformance. If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about the Company’s business, the price and/or trading volume ofshares of the Company’s common stock could decline. The trading market for shares of the Company’s common stock depends, in part, on the research and reports that securities or industry analysts publish aboutthe Company and its business. If too few analysts commence and maintain coverage of the
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Table of Contents 46International Seaways, Inc. Company, the trading price for its shares might be adversely affected. Similarly, if analysts publish inaccurate or unfavorable research about the Company’sbusiness, the price and/or trading volume of shares of the Company’s common stock could decline. Our limited duration Amended and Restated Stockholders Rights plan dated as of April 11, 2023 (the “Amended and Restated Rights Plan”), also known as a“poison pill”, may discourage, delay or prevent a change of control of the Company or changes in our management and, therefore, depress the market price of theCompany’s common stock. The Amended and Restated Rights Plan is intended to enable all Company stockholders to realize the long-term value of their investment in the Company. TheAmended and Restated Rights Plan reduces the likelihood that any person or group gains control of the Company through open market accumulation, or other tacticspotentially disadvantaging the interests of all stockholders, without paying all stockholders an appropriate control premium or providing the Company’s Board ofDirectors sufficient time to make informed decisions in the best interests of all stockholders. The Amended and Restated Rights Plan was ratified by the Company’sstockholders at the Company’s Annual Meeting of Stockholders on June 6, 2023. While the Amended and Restated Rights Agreement was effective immediately, the Rights become exercisable only if a person or group acquires beneficial ownership, as defined in the Rights Agreement, of 20% 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) will 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 acquires 20% or more of the Company’s common stock (unless such person or group acquires 50% or more), the Company’s Board of Directors may exchange one 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 Amended and Restated Rights Plan is not intended to interfere with any transaction that the Board of Directors determines is in the best interests of stockholders, nor does the Amended and Restated Rights Plan prevent the Board of Directors from considering any proposal. The Amended and Restated Rights Plan will expire on April 10, 2026, subject to earlier termination by the Company’s Board of Directors if the Board determines that market and other conditions warrant. Notwithstanding the foregoing advantages provided by the Amended and Restated Rights Plan to the interests of all stockholders, the Amended and Restated RightsPlan, while in effect, may depress the market price of the Company’s common stock by acting to discourage, delay or prevent a change of control of the Company orchanges in the management of the Company that the stockholders of the Company may deem advantageous. Future offerings of debt or equity securities by the Company may materially adversely affect the share price, and future capitalization measures could lead to substantialdilution of existing stockholders’ interests in the Company. The Company may seek to raise additional equity through the issuance of new shares or convertible or exchangeable bonds to finance future organic growth oracquisitions. Increasing the number of issued shares would dilute the ownership interests of existing stockholders. Stockholders’ ownership interests could alsobe diluted if other companies or equity interests in companies are acquired in exchange for new shares of the Company’s common stock to be issued and if theCompany’s Board of Directors makes grants of equity awards to the Company’s directors, officers and employees pursuant to any equity incentive or compensationplan, any such grants would also cause dilution. INSW may not continue to pay cash dividends on its Common Stock. During 2025, 2024 and 2023 INSW paid regular quarterly and supplemental cash dividends totaling $144.6 million or $2.93 per share, $284.4 million or $5.77 pershare, and $308.2 million or $6.29 per share, respectively. Any future determinations to pay dividends on its Common Stock will be at the discretion of its Board ofDirectors and will depend upon many factors, including INSW’s future operations and earnings, capital requirements and surplus, general financial condition,contractual restrictions and other factors its Board of Directors may deem relevant. The timing, declaration, amount and payment of any future dividends will be at thediscretion of INSW’s Board of Directors. INSW has no obligation to, and may not be able to, declare or pay dividends on its Common Stock. If INSW does not declareand pay dividends on its Common Stock, its share price could decline. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
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Table of Contents 47International Seaways, Inc. ITEM 1C. CYBERSECURITY Cybersecurity Risk Management Program and Strategy Cybersecurity Threats In today’s digitally interconnected environment, we are increasingly vulnerable to cybersecurity threats that can disrupt operations, and compromise sensitiveinformation. Cybersecurity threats are continuously evolving and can vary widely, but some common types of material cyber threats include: ● Malware: Malicious software such as viruses, worms, trojans, and ransomware that can infiltrate systems disrupt operations, steal sensitive information, orextort money from the organization. ● Phishing: Attacks that attempt to trick individuals into revealing sensitive information such as login credentials or financial data by posing as a trustworthyentity via email, phone calls, or text messages. ● Denial of Service (“DoS”) Attacks: Attacks intended to overwhelm a network, server, or website with excessive traffic, rendering it inaccessible to legitimateusers. ● Insider Threats: Employees, contractors, or other trusted individuals who may intentionally or unintentionally compromise security by stealing data, sharingsensitive information, or performing unauthorized actions. ● Social Engineering: Social engineering tactics involve manipulating individuals into divulging confidential information or performing actions thatcompromise security, often through deception or psychological manipulation. ● Supply Chain Attacks: Attackers targeting third-party vendors, suppliers, or service providers to International Seaways to gain unauthorized access to theirsystems or data. ● IoT Vulnerabilities: Internet of Things (“IoT”) devices used in maritime operations may present security vulnerabilities if not properly secured, potentiallyallowing attackers to potentially gain access to critical systems or data. ● Data Breaches: Unauthorized access to sensitive data, such as business strategy, financial records, or operational data, may result in financial loss, legalexposure, and reputational harm. ● Cyber Espionage: State-sponsored or corporate espionage efforts intended to steal sensitive information, gain intelligence on operations, or disrupt criticalinfrastructure. ● Emerging Technology Risks, Including Artificial Intelligence: The increasing availability of artificial intelligence (“AI”) technologies may enhance the scale, speed, and sophistication of certain cybersecurity threats, including phishing, social engineering, and malware attacks. We maintain a comprehensive process for assessing, identifying, and managing material risks from cybersecurity threats as part of our overall risk management systemand processes, including risks relating to disruption of business operations or financial reporting systems, intellectual property theft; fraud; extortion; harm toemployees or customers; violation of privacy laws and litigation exposure; reputational risk. Cybersecurity is a critical component of the Company’s Enterprise Risk Management program. The Company has established an information security framework tohelp safeguard the confidentiality and integrity of, and access to its information assets and to ensure regulatory, contractual, and operational compliance. Our cybersecurity risk management strategy includes the following:● Our program is based on the National Institute of Standards and Technology(“NIST”) Cybersecurity Framework (CSF) and the Center for InternetSecurity Critical Security Controls (“CIS”).
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Table of Contents 48International Seaways, Inc. ● We have adopted a “defense in depth” cybersecurity strategy and deployed multiple layers of security measures to protect the Company’s informationassets and detect any potential breach quickly. Our multi-layered protection mechanisms are designed to address the security vulnerabilities inherent notonly with hardware and software but also due to human error. If preventive controls fail layered detection mechanisms are designed to identify incidentsin a timely manner. ◾Human Layer: We recognize that the users are the first line of defense and cyber risk prevention is every INSW employee’s responsibility. Weorganize mandatory cybersecurity awareness training for all staff yearly and conduct simulation tests monthly to check employee preparedness in thedetection of phishing attacks. We also maintain an IT Security Policy and Procedures document, that describes Company security policy andpractices in detail. ◾Network Security: We deploy firewalls to shield the Company’s network from malicious or untoward network traffic that violates security policies.Our firewalls are equipped with intrusion detection and intrusion prevention systems to detect and prevent potential attacks. ◾Logical Security: Access to the Company’s information assets is governed by the IT Security Policy and Procedures document, which stipulates theprocedure for granting new access, change in access, and access termination. All access changes are audited. All new system access is approved bydesignated data owners ensuring segregation of duties. We have a documented strong password policy for all users and all privileged access isrestricted. All remote access is controlled using geofencing restrictions and requires multi-factor authentication. ◾Operating System and Application Security: We have a vulnerability scanning tool in place that scans all information assets monthly to report anyvulnerabilities. Identified vulnerabilities are reviewed and remediated as appropriate. We have implemented an email security tool that sanitizes allincoming emails for malicious content, attachments, or links. ◾Log Monitoring: We employ a reputable third-party managed security service provider (“MSSP”), who manages logs from all critical informationassets of the Company. The MSSP’s Security Operations Center (“SOC”) assists the Company in detecting and preventing any potential cyberattackat an early stage by analyzing the log data and correlating that with the latest threat intelligence. ◾End Point Security: We allow access to all information assets only from authorized and standard devices (“endpoints”). All endpoints have a next-generation anti-virus tool installed that uses a combination of artificial intelligence, behavioral detection, and machine learning algorithms toanticipate and prevent known and unknown threats. All endpoints also have an extended detection and response (“XDR”) tool installed that providesa proactive approach to threat detection and response by collecting and correlating data across multiple security layers. Alerts from all these tools areactively monitored and appropriate alerts/escalations are issued. ◾Data Security: The core objective of our cybersecurity program is securing the Company’s sensitive data across all information assets while maintaining appropriate access for authorized personnel. To prevent any accidental data loss, we strictly follow the principle of “least privilege,” and limit users' access rights to only what is required to do their jobs. Further, all the disks are encrypted, and daily backups of all computers are maintained outside the Company’s network. ● We routinely monitor cyber threat intelligence as part of our cybersecurity risk management processes to identify emerging threats, assess potentialimpacts to our operations, and support timely risk mitigation. This monitoring includes the review of relevant external threat indicators and intelligencefeeds. During 2025, we implemented a digital risk monitoring (“DRM”) solution to enhance visibility into our external digital footprint and informinvestigation and mitigation efforts within our cybersecurity program. ● We have begun monitoring cybersecurity risks associated with the increased use of artificial intelligence by threat actors. As part of this effort, we haveenhanced cybersecurity awareness training, established guidelines governing appropriate use of AI tools, and implemented monitoring controls to addresspotential misuse or data exposure.
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Table of Contents 49International Seaways, Inc. ● We maintain a detailed incident response plan to identify, manage, investigate, and remediate various types of cybersecurity incidents. This plan providesorganizational and operational structures, processes, and procedures to allow responsible personnel to initiate and execute a proper response tocybersecurity incidents that may affect the function and security of IT assets, information resources, and business operations. The plan describes theprocesses for cybersecurity incident severity assessment, materiality determination, roles and responsibilities for the incident response team members, andnecessary alerts and notifications. ● The plan is reviewed regularly and tested annually. ● We routinely review the effectiveness of our cybersecurity program using the applicable CIS Critical Security Controls and take necessary actions. ● We employ external independent experts to review and test the effectiveness of our cybersecurity processes, and protection and detection mechanisms. The findings are reviewed by management and approved changes are prioritized and implemented. During 2025, the Company completed an assessment aligned with NIST CSF 2.0, which did not identify any material deficiencies. We have a retainer agreement with a reputable cyber incident response team, who assists the Company in reviewing the cyber incident response plan and conductingyearly tabletop drills. The experts on the cyber incident response team are available on a priority basis to assist the Company with forensics and other sophisticatedanalyses and investigations in case of a cyber incident for quick response and efficient recovery. We have insurance coverage for losses and expenses related to liability, privacy and regulatory actions, incident response, business interruption, data recovery,hardware replacement, extortion, and reputational harm arising from potential cybersecurity incidents. Cybersecurity Incidents Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result ofprevious cybersecurity incidents, but there can be no assurance that future cybersecurity incidents will not materially affect the company. In the last three fiscal years,we have not experienced any material information security breaches and the expenses we have incurred from information security breach incidences were immaterial.This includes penalties and settlements, of which there were none. See “Risk Factors” in Item 1A of this Annual Report on Form 10-K for more information on our cybersecurity-related risks. Cybersecurity Governance Management Our cybersecurity risk management program is managed by the Chief Information Security Officer (the “CISO”) and overseen by the Chief Executive Officer and theChief Administrative Officer. Our CISO has over 30 years of experience in maritime IT and cybersecurity and holds advanced academic and professional cybersecuritycertifications. The CISO and other members of the IT security team actively participate in maritime-specific as well as other broader cybersecurity forums for collaboration on cyberresilience, threat intelligence sharing, and best practices exchange. All the members of the IT security team regularly undergo cybersecurity training professionaldevelopment activities to maintain current knowledge and expertise. The CISO meets with the Chief Executive Officer on a regular basis to provide updates oncybersecurity programs, threats, and incidents, including emerging technology risks where relevant. Board of Directors The Corporate Governance and Risk Assessment Committee (the “Governance Committee”) of the Board of Directors is primarily responsible for the oversight of risks from cybersecurity threats. To fulfill this responsibility, the Governance Committee receives
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Table of Contents 50International Seaways, Inc. quarterly updates, regarding the Company’s cybersecurity risks and mitigation program from management, specifically the CISO. The Chairman of the GovernanceCommittee provides quarterly reports of such updates to the full Board of Directors. CISO’s quarterly report to the Governance Committee contains updates to the cybersecurity risk register, summaries of any material cybersecurity threats or incidents and responses thereto, updates on cybersecurity trends and the results of any assessments performed. The quarterly reports also include changes to cybersecurity processes, products and third-party service providers, third-party cybersecurity risk reviews, and regulatory changes. ITEM 2. PROPERTIES We lease approximately 13,100 square feet of office space for the Company’s New York headquarters. We do not own or lease any production facilities, plants, minesor similar real properties. At December 31, 2025, the Company owned or operated an aggregate of 70 vessels, which included 8 chartered-in vessels. See tables presented under Item 1,“Business—Fleet Operations.” ITEM 3. LEGAL PROCEEDINGS See Note 18, “Contingencies” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K for information regarding legal proceedings in which we are involved. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES Market Information, Holders and Dividends The Company’s common stock is listed for trading on the New York Stock Exchange (“NYSE”) under the trading symbol INSW. The range of high and low closingsales prices of the Company’s common stock as reported on the NYSE for each of the quarters during the last two years are set forth below: Common stock (INSW)(In dollars) High Low2025First Quarter $ 41.61 $ 32.85Second Quarter $ 40.96 $ 28.76Third Quarter $ 49.12 $ 37.03Fourth Quarter $ 54.68 $ 43.29 2024First Quarter $ 54.27 $ 46.59Second Quarter $ 65.13 $ 51.33Third Quarter $ 60.19 $ 47.67Fourth Quarter $ 54.30 $ 32.46 As of February 23, 2026, there were 50 stockholders of record of the Company’s common stock. During 2025, the Company’s Board of Directors declared and paid regular quarterly and supplemental cash dividends totaling $144.6 million or $2.93 per share asfollows:
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Table of Contents 51International Seaways, Inc. Declaration Date Record Date Payment Date Regular QuarterlyDividend per Share Supplemental Dividendper Share Total Dividends PaidFebruary 26, 2025 March 14, 2025 March 28, 2025 $0.12 $0.58 $34.5 millionMay 7, 2025 June 12, 2025 June 26, 2025 $0.12 $0.48 $29.6 millionAugust 5, 2025 September 10, 2025 September 24, 2025 $0.12 $0.65 $38.0 millionNovember 5, 2025 December 9, 2025 December 23, 2025 $0.12 $0.74 $42.5 million 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 a supplemental dividendof $2.03 per share of common stock, both payable on March 30, 2026 to shareholders of record at the close of business on March 20, 2026. The declaration and timingof future cash dividends, if any, will be at the discretion of the Board of Directors and will depend upon, among other things, our future operations and earnings, capitalrequirements, general financial condition, contractual restrictions, restrictions imposed by applicable law or the SEC and such other factors as our Board of Directorsmay deem relevant.
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Table of Contents 52International Seaways, Inc. Purchase and Sale of Equity Securities 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 ofoutstanding 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 Cost2024 501,646 $49.81 $25.0 million2023 366,483 $38.03 $13.9 million The Company has had a stock repurchase program since 2017. Under the program, the Company can opportunistically repurchase shares of the Company’s commonstock (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 andconditions as management determined was in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company are noteligible for repurchase under this program without further authorization from the Board. In October 2025, the Company’s Board of Directors authorized the extensionof the expiry date of its $50.0 million share repurchase program from December 31, 2025 to December 31, 2026. Future buybacks under the stock repurchase programwill be at the discretion of our Board of Directors and subject to limitations under the Company’s debt facilities. See Note 11, “Capital Stock and Stock Compensation,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements andSupplementary Data” of this Form 10-K for a description of shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stockunits held by certain members of management, which is incorporated by reference in this Item 5. Stockholder Return Performance Presentation Set forth below is a line graph for the period between January 1, 2021 and December 31, 2025 comparing the percentage change in the cumulative total stockholderreturn on the Company’s common stock against the cumulative return of (i) the published Standard and Poor’s 500 index and (ii) a peer group index consisting ofFrontline Ltd. (FRO), Tsakos Energy Navigation Limited (TEN), Teekay Tankers Ltd. Class A (TNK), DHT Holdings, Inc. (DHT), Ardmore Shipping Corporation(ASC), Scorpio Tankers, Inc. (STNG), CMB.Tech NV (CMBT), and the Company, referred to as the peer group index.
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Table of Contents 53International Seaways, Inc. STOCK PERFORMANCE GRAPHCOMPARISON OF CUMULATIVE TOTAL RETURN*THE COMPANY, S&P 500 INDEX, PEER GROUP INDEX *Assumes that the value of the investment in the Company’s common stock and each index was $100 on January 1, 2021 and that all dividends were reinvested. Equity Compensation Plan Information See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” for further information on the number of shares ofthe Company’s common stock that may be issued under the 2025 Management Incentive Compensation Plan and the 2020 Non-Employee Director IncentiveCompensation Plan.
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Table of Contents 54International Seaways, Inc. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION This MD&A, which should be read in conjunction with our accompanying consolidated financial statements as set forth in Item 8, “Financial Statements andSupplementary Data,” provides a discussion and analysis of our business, current developments, financial condition, cash flows and results of operations. It isorganized as follows: ● General. This section provides a general description of our business and factors that impact our operations, which we believe is important in understandingthe results of our operations, financial condition and potential future trends. ● Operations & Oil Tanker Markets. This section provides an overview of industry operations and dynamics that have an impact on the Company’s financialposition and results of operations. ● Results from Vessel Operations. This section provides an analysis of our results of operations presented on a business segment basis. In addition, a briefdescription of significant transactions and other items that affect the comparability of the results is provided, if applicable. ● Liquidity and Sources of Capital. This section provides an analysis of our cash flows, outstanding debt and commitments. Included in the analysis of ouroutstanding debt is a discussion of the amount of financial capacity available to fund our ongoing operations and future commitments as well as a discussionof the Company’s planned and/or already executed capital allocation activities. ● Risk Management. This section provides a general overview of how the interest rate, currency and fuel price volatility risks are managed by the Company. ● Critical Accounting Estimates and Policies. This section identifies those accounting policies that are considered important to our results of operations andfinancial condition, require significant judgment and involve significant management estimates. A detailed discussion of the 2024 to 2023 year-over-year changes is not included herein and can be found in Item 7 of our Annual Report on Form 10-K for the yearended December 31, 2024 filed on February 27, 2025. GENERAL We are a provider of ocean transportation services for crude oil and refined petroleum products. We operate our vessels in the International Flag market. Our businessincludes two reportable segments: Crude Tankers and Product Carriers. For the years ended December 31, 2025 and 2024 we derived 52% and 47%, respectively, ofour TCE revenues from our Crude Tankers segment. Revenues from our Product Carriers segment constituted the balance of our TCE revenues during these periods. As of December 31, 2025, the Company’s operating fleet consisted of 70 wholly-owned or lease financed and time chartered-in vessels aggregating 8.4 milliondeadweight tons (“dwt”). In addition to our operating fleet of 70 vessels, four LR1 newbuilds are scheduled for delivery to the Company between the first and thirdquarters of 2026, bringing the total operating and newbuild fleet to 74 vessels. Our fleet includes VLCC, Suezmax and Aframax crude tankers and LR2, LR1 and MRproduct carriers. The Company’s revenues are impacted by (i) the patterns of supply and demand for vessels of the size and design configurations owned and operated by the Companyand the trades in which those vessels operate and (ii) the Company’s vessel employment strategy, which seeks to achieve an optimal mix of spot (voyage charter) andlong-term (time charter) charters. Supply and Demand for Vessels The global fleet supply is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, recycling or conversions.Rates for the transportation of crude oil and refined petroleum products from which the Company earns a substantial majority of its revenues are determined by marketforces such as the supply and demand for oil, the distance that
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Table of Contents 55International Seaways, Inc. cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments issignificantly affected by general U.S. domestic and international economic conditions and actual or expected supply chain disruptions and inflation, war and politicalinstability in oil producing countries or regions, government regulations (both in the United States and internationally), levels of consumer demand, adverse weatherand other conditions, which are beyond our control, that impact the levels of U.S. domestic and international production and OPEC+ exports. The geopolitical and macroeconomic consequences of political instability and armed conflict including the instability in Venezuela, the Russian-Ukraine war, conflictsin the Israel-Gaza region and continued hostilities in the Middle East, including those between Israel, Iran and the United States, continue to have ongoing direct andindirect repercussions on the global trade of crude oil and refined petroleum products. The Russian-Ukraine war has resulted in the United States, United Kingdom, and the European Union, and other countries implementing sanctions and executiveorders against citizens, entities, and activities connected to Russia. Some of these sanctions and executive orders target the Russian oil sector, including a prohibition onthe import of oil from Russia to the United States or the United Kingdom, and the EU's ban on Russian crude oil and petroleum products, which took effect inDecember 2022 and February 2023, respectively. Russia’s invasion of Ukraine also led to a disruption in supply chains for crude oil and refined petroleum products, changing volumes and trade routes, thus increasington-mile demand for the seaborne transportation of both crude oil and refined petroleum products, which has resulted in a prolonged spike in freight rates. Self-sanctioning by Western oil majors and many shipowners resulted in disrupted product flows, primarily diesel, from Russia to Europe, while high arbitrage spreadsincentivized Middle Eastern and U.S. diesel flows to Europe, increasing ton-mile demand for vessels. The U.S., EU nations and other countries could impose wider sanctions and take other actions. Further sanctions imposed or actions taken by the U.S., EU nations orother countries, and retaliatory measures by Russia in response, could lead to increased volatility in global oil demand, which could have a material impact on ourbusiness, results of operations and financial condition. In addition, it is possible that third parties with which we do business may be impacted by events in Russiaand Ukraine, which could adversely affect us. Military hostilities in the Middle East, including those in the Israel-Gaza region and those between Israel, Iran, the Houthis of Yemen and the United States have hadboth a direct and an indirect impact on the transportation of crude oil and refined petroleum products through the region. Heightened security risks because of attacksand threats of attacks on merchant vessels transiting through the region led to an increase in ton-mile demand for vessels as more vessel owners were opting to re-routetheir vessels around the Cape of Good Hope. Such hostilities also led to periodic increases in charter rates to compensate vessel owners for the heightened risks as wellas increases in war risk insurance premiums. The United States’ naval blockade of oil exports from Venezuela on sanctioned vessels has also resulted in a shift of trade from sanctioned vessels to unsanctionedvessels as the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) has recently expanded its issuance of licenses, which authorize various oiltrading activities involving Venezuela (including transportation). See Item 1A, Risk Factors – Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect INSW’s business. Vessel Employment Strategy The Company’s revenues are also affected by its vessel employment strategy, which seeks to achieve the optimal mix of spot (voyage charter) and long-term (time orbareboat charter) charters. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, theCompany measures the performance of its fleet of vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates andevaluates financial performance based on TCE rates achieved. Our revenues are derived predominantly from spot market voyage charters and our vessels are predominantly employed in the spot market via market-leadingcommercial pools. We derived approximately 82% and 86% of our total TCE revenues in the spot market for the years ended December 31, 2025 and 2024,respectively. The future minimum revenues, before reduction for brokerage
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Table of Contents 56International Seaways, Inc. commissions, expected to be received on non-cancelable time charters for three VLCCs, two Suezmaxes, one Aframax, one LR2 and six MRs as of December 31, 2025are as follows: (Dollars in millions) Amount(1) 2026 $ 95.12027 39.42028 34.02029 34.02030 7.1Future minimum revenues $ 209.6(1) 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-sharingabove the base rate on the time charters of its dual-fuel LNG VLCCs. In arriving at the minimum future charter revenues, an estimated time off-hire toperform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire inthe future. See Item 1, “Business — Fleet Operations,” for further information on our vessel employment strategy. OPERATIONS AND OIL TANKER MARKETS The International Energy Agency (“IEA”) estimates global oil consumption for the fourth quarter of 2025 at 105.1 million barrels per day (“b/d”), up 0.8% from thesame quarter in 2024. The estimate for global oil consumption for 2026 is 105.0 million b/d, an increase of 1.0% over the 2025 estimate of 104.0 million b/d. OECDdemand in 2026 is estimated to increase by 0.2% to 45.8 million b/d, while non-OECD demand is estimated to increase by 1.5% to 59.2 million b/d. Global oil production in the fourth quarter of 2025 was 107.2 million b/d, an increase of 4.1 million b/d from the fourth quarter of 2024. OPEC crude oil productionaveraged 28.5 million b/d in the fourth quarter of 2025, up 0.6 million b/d from the third quarter of 2025, and an increase of 1.8 million b/d from the fourth quarter of2024. Non-OPEC production increased by 2.1 million b/d to 73.0 million b/d in the fourth quarter of 2025 compared with the fourth quarter of 2024. Oil production inthe U.S. of 13.9 million b/d in the fourth quarter of 2025 increased by 1.2% from the third quarter of 2025 and by 2.5% from the fourth quarter of 2024.
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Table of Contents 57International Seaways, Inc. U.S. refinery throughput decreased by 1.4 million b/d to 16.0 million b/d in the fourth quarter of 2025 compared with the third quarter of 2025. U.S. crude oil imports in the fourth quarter of 2025 decreased by 7.1% to 5.9 million b/d compared with the fourth quarter of 2024, with imports from OPEC countriesdecreasing by 0.2 million b/d and imports from non-OPEC countries decreasing by 0.3 million b/d. China’s crude oil imports in December 2025 were 13.2 million b/d,up 10% from November 2025 and up 17% from December 2024. China’s crude oil imports increased 4.4% in 2025 compared with 2024. OECD commercial crude inventories in the fourth quarter of 2025 increased by 3.0%, or 39 million barrels, compared with the third quarter of 2025. OECDcommercial product inventories in the fourth quarter of 2025 increased by 2.7%, or 39 million barrels, compared with the third quarter of 2025. During the fourth quarter of 2025, the tanker fleet of vessels over 10,000 dwt increased, net of vessels recycled, by 2.6 million dwt. The crude fleet increased by 1.3 million dwt, with VLCCs, Suezmaxes and Aframaxes increasing by 0.3 million dwt, 0.1 million dwt and 0.8 million dwt, respectively. The product carrier fleet increased by 1.3 million dwt, with LR1s decreasing by 0.1 million dwt and MRs increasing by 1.4 million dwt. Year-over-year, the size of the tanker fleet increased by 14.6 million dwt with the increases of 0.6 million dwt, 3.5 million dwt, 5.4 million dwt and 5.3 million dwt in the VLCCs, Suezmax, Aframax and MR fleets, respectively. The LR1 fleet decreased by 0.1 million dwt. During the fourth quarter of 2025, the tanker orderbook increased by 17.7 million dwt. The crude tanker orderbook increased by 18.0 million dwt. The VLCC,Suezmax and Aframax orderbooks increased by 12.4 million dwt, 2.4 million dwt and 3.3 million dwt, respectively. The product carrier orderbook decreased by 0.3million dwt, with the LR1 orderbook increasing by 0.1 million dwt and the MR orderbook decreasing by 0.4 million dwt. Year-over-year, the total tanker orderbookincreased by 23.6 million dwt, with increases in VLCC and Suezmaxes of 19.0 million dwt and 6.4 million dwt, respectively. The LR1 orderbook remained flat, whilethe Aframax and MR orderbooks decreased by 0.4 million dwt and 1.4 million dwt, respectively. Tanker rates were strong in the fourth quarter of 2025 compared with the third quarter of 2025. VLCCs, in particular, saw large increases in rates (to well over $100,000/day) in November and early December 2025 before decreasing towards the end of the year. So far, during the first quarter of 2026 there has been a further strengthening in VLCC rates. Other sectors remained strong throughout the fourth quarter, continuing into the start of 2026. RESULTS FROM VESSEL OPERATIONS During 2025, income from vessel operations decreased by $109.8 million to $345.4 million from $455.2 million in 2024. Such decrease resulted principally from (i) ayear-over-year decrease in TCE revenues and (ii) increased depreciation and amortization, partially offset by (iii) larger gains on vessel sales and (iv) lower vesselexpenses in the current year. The decrease in TCE revenues in 2025 of $113.5 million, or 12%, to $819.6 million from $933.1 million in 2024 primarily reflects (i) a net aggregate rates-baseddecrease of $112.4 million resulting from lower average daily rates in the Product Carrier sectors, (ii) a $26.2 million days-based decline in the VLCC fleet associatedwith the first quarter of 2025 sales of one 2010-built VLCC and one 2011-built VLCC and (iii) a $16.7 million decrease in the Crude Tankers Lightering business.Partially offsetting the TCE revenue decreases described above were (i) a rates-based increase in the VLCC fleet of $26.4 million due to strengthening rates in thesector and (ii) a $10.2 million days-based increase in the MR fleet, which reflects the timing of the acquisition of nine modern MRs between April 2024 and January2025 as compared to the sales of 11 older vessels in the fleet between April 2024 and December 2025. The following tables provide a quarterly trend analysis of spot TCE rates earned between the fourth quarter of 2024 and 2025 by our Crude Tankers and ProductCarriers fleet. See the “Operations and Oil Tanker Markets” discussion above for a description of the market factors that impacted the quarterly trend of spot ratesduring 2025.
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Table of Contents 58International Seaways, Inc. Spot Earnings for the Quarter Ended Crude Tankers December 31,2024 March 31,2025 June 30,2025 September 30,2025 December 31,2025VLCC:Average rate $ 35,572 $ 33,531 $ 39,303 $ 34,809 $ 75,566Revenue days 823 657 644 627 618Suezmax:Average rate $ 29,700 $ 30,911 $ 36,830 $ 33,310 $ 52,802Revenue days 1,023 1,088 1,106 1,096 1,052Aframax:Average rate $ 31,212 $ 25,422 $ 30,747 $ 28,457 $ 42,201Revenue days 276 270 273 261 292 Spot Earnings for the Quarter Ended Product Carriers December 31,2024 March 31,2025 June 30,2025 September 30,2025 December 31,2025LR1Average rate $ 37,103 $ 27,367 $ 32,802 $ 34,578 $ 62,904Revenue days 715 719 702 450 381MRAverage rate $ 21,488 $ 21,408 $ 18,941 $ 25,556 $ 28,523Revenue days 2,520 2,664 2,624 2,529 2,528 See Note 4, “Business and Segment Reporting,” to the Company’s consolidated financial statements as set forth in Item 8, “Financial Statements and SupplementaryData,” for additional information on the Company’s segments, including reconciliations of (i) time charter equivalent revenues to shipping revenues and (ii) adjustedincome from vessel operations for the segments to income before income taxes, as reported in the consolidated statements of operations. Crude Tankers (Dollars in thousands, except daily rate amounts) 2025 2024TCE revenues $ 423,267 $ 437,095Vessel expenses (119,290) (130,107)Charter hire expenses (14,419) (14,322)Depreciation and amortization (76,347) (80,988)Adjusted income from vessel operations (a) $ 213,211 $ 211,678Average daily TCE rate $ 42,510 $ 41,345Average number of owned vessels (b) 20.1 21.0Average number of vessels chartered-in under leases 8.2 9.1Number of revenue days (c) 9,957 10,572Number of ship-operating days (d) Owned vessels 7,349 7,686Vessels bareboat chartered-in under leases (e) 2,979 3,294Vessels spot chartered-in under leases (f) 21 49 (a) Adjusted income from vessel operations by segment is before general and administrative expenses, other operating expenses, third-party debt modification feesand gain on disposal of vessels and other property, net of impairments.(b)The average is calculated to reflect the addition and disposal of vessels during the period.(c) Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock or lay-up. Revenue days are weightedto reflect the Company’s interest in chartered-in vessels.(d)Ship-operating days represent calendar days.(e) Represents nine VLCCs that secured lease financing arrangements during the periods presented. In November 2025 the Company purchased six of the VLCCs thatit had been bareboat chartering-in. See Note 8, “Debt,” to the accompanying consolidated
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Table of Contents 59International Seaways, Inc. financial statements as set forth in Item 8, “Financial Statements and Supplemental Data,” for additional information on these transactions. (f) Represents vessels spot chartered-in by the Company’s Crude Tankers Lightering business for full service lightering jobs. The following table provides a breakdown of TCE rates achieved for the years ended December 31, 2025 and 2024 between spot and fixed earnings and the relatedrevenue days. The information is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercialpool fees/commissions averaging approximately $1,126 and $982 per day in 2025 and 2024, respectively, as well as activity in the Crude Tankers Lightering businessand revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies. The fixed earnings rates in the table are netof broker/address commissions. 2025 2024Spot Earnings Fixed Earnings Spot Earnings Fixed EarningsVLCC (1):Average rate $ 44,397 $ 47,121 $ 39,011 $ 35,758Revenue days 2,455 1,095 3,395 1,098Suezmax:Average rate $ 38,329 $ 33,726 $ 39,303 $ 30,971Revenue days 4,342 355 4,036 702Aframax (2):Average rate $ 31,941 $ 38,496 $ 32,433 $ 38,518Revenue days 1,096 353 873 365 (1)The average spot rate reported in the table above for VLCCs in 2025 represents VLCCs less than 15 years of age. The average spot TCE rates earned by theCompany’s VLCCs on an overall basis during such period was $44,817.(2)During 2024, one of the Company’s Aframaxes was employed on a transitional voyage in the spot market outside of its ordinary course operations in the AframaxInternational Pool. Such transitional voyage is excluded from the table above. During 2025, TCE revenues for the Crude Tankers segment decreased by $13.8 million, or 3%, to $423.3 million from $437.1 million in 2024. Such decreaseprincipally resulted from (i) a $26.2 million days-based decline in the VLCC sector, which reflected the sales of one 2010-built VLCC and one 2011-built VLCCduring the first quarter of 2025, and 67 more off-hire days during the current year which included 47 drydocking days for a 2020-built VLCC acquired by the Companyin November 2025 and (ii) a $16.7 million decrease in the Crude Tankers Lightering business. Partially offsetting the TCE revenue decreases described above were (i) arates-based increase in the VLCC fleet of $26.4 million due to strengthening rates in the sector and (ii) a days-based increase of $5.2 million in the Aframax fleetreflecting 162 fewer off-hire days in the current year. Vessel expenses decreased by $10.8 million to $119.3 million in 2025 from $130.1 million in 2024. Such decrease was driven principally by the sales of the twoVLCCs noted above. Depreciation and amortization decreased by $4.6 million to $76.3 million in 2025 from $81.1 million in 2024 principally as a result of the sales ofthe two VLCCs noted above. Excluding depreciation and amortization and general and administrative expenses, operating income for the Crude Tankers Lightering business was $7.8 million for 2025 compared to $23.3 million for 2024. The decrease reflects decreased activity levels year-over-year, with 329 service support only lighterings and four full-service lighterings being performed during 2025 compared to the 459 service support only lighterings and six full-service lightering that were performed during 2024. The decreased lightering activity levels during 2025 reflects the impact of geopolitical dynamics and volatile market conditions that disrupted supply chains and resulted in a shift from the use of large crude carriers for the fulfillment of oil cargo demand to the use of smaller crude carriers, which did not require transshipment.
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Table of Contents 60International Seaways, Inc. Product Carriers (Dollars in thousands, except daily rate amounts) 2025 2024TCE revenues $ 396,347 $ 496,008Vessel expenses (146,853) (145,554)Charter hire expenses (18,842) (15,517)Depreciation and amortization (87,239) (68,452)Adjusted income from vessel operations $ 143,413 $ 266,485Average daily TCE rate $ 24,787 $ 31,846Average number of owned vessels 41.2 40.2Average number of vessels chartered-in under leases 5.4 5.2Number of revenue days 15,990 15,575Number of ship-operating daysOwned vessels 15,040 14,714Vessels bareboat chartered-in under leases (a) 1,460 1,464Vessels time chartered-in under leases 529 457 (a) Represents MRs that secured lease financing arrangements during the periods presented. The following table provides a breakdown of TCE rates achieved for the years ended December 31, 2025 and 2024 between spot and fixed earnings and the relatedrevenue days. The information is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercialpool fees/commissions averaging approximately $793 and $850 per day in 2025 and 2024, respectively, as well as revenue and revenue days for which recoveries wererecorded by the Company under its loss of hire insurance policies. The fixed earnings rates in the table are net of broker/address commissions. 2025 2024Spot Earnings Fixed Earnings Spot Earnings Fixed EarningsLR2:Average rate $ — $ 39,485 $ 53,159 $ 39,500Revenue days — 364 149 161LR1 (1)(2):Average rate $ 36,516 $ — $ 49,915 $ —Revenue days 2,251 — 2,386 —MR (1):Average rate $ 23,535 $ 21,638 $ 30,887 $ 21,809Revenue days 10,345 2,737 10,348 2,391 (1)During 2025 and 2024, certain of the Company’s LR1s and MRs were employed on transitional voyages in the spot market outside of their ordinary courseoperations in the commercial pools in which they are deployed. Such transitional voyages are excluded from the table above.(2)In order to take advantage of market conditions and optimize economic performance, management employs all of the Company’s LR1 product carriers, whichoperate in the Panamax International pool, exclusively in the transportation of crude oil cargoes. During 2025, TCE revenues for the Product Carriers segment decreased by $99.7 million, or 20%, to $396.3 million from $496.0 million in 2024. The reduction inTCE revenues was primarily as a result of an aggregate $112.4 million rates-based decrease in the LR2, LR1 and MR sectors due to lower average daily blended ratesearned in the current year. Partially offsetting the rates-based decrease were (i) a $10.2 million days-based increase in the MR sector, which reflects the net impact ofthe Company’s acquisition of nine MRs between April 2024 and January 2025 and sale of 11 MRs between April 2024 and December 2025 and (ii) a $2.5 million days-based increase in the LR2 sector, which reflects 56 fewer off-hire days in the current year. Vessel expenses during 2025 increased by $1.3 million to $146.9 million from $145.6 million in 2024. Such increase was principally attributable to the timing of thenet changes in our MR fleet referenced above, partially offset by the decrease in owned LR1 days in 2025. Charter hire expenses increased by $3.3 million to $18.8million in 2025 from $15.5 million in 2024 primarily as a result of a year-over-year increase in time chartered-in LR1 days. Depreciation and amortization increased by$18.8 million to $87.2 million in
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Table of Contents 61International Seaways, Inc. the current year from $68.5 million in the prior year. Such increase resulted from increased drydock amortization and the MR purchases and sales referenced above, asthe acquired vessels have higher cost bases than the older vessels that were sold. General and Administrative Expenses During 2025, general and administrative expenses decreased by $2.4 million to $50.2 million from $52.6 million in 2024. The primary drivers for the decrease were (i)lower legal fees of $1.4 million, principally incurred in connection with a commercial dispute, and (ii) a $0.7 million decrease in compensation, benefits and hiring andrelocation costs, of which $0.3 million relates to a decrease in non-cash stock compensation. Other Operating Expenses See Note 16, “Other Operating Expenses,” to the accompanying consolidated financial statements as set forth in Item 8, “Financial Statements and SupplementaryData,” for additional information on these expenses. Other Income Other income was $6.2 million for the year ended December 31, 2025 compared with $10.1 million for the year ended December 31, 2024. The current year incomeincludes $7.6 million of interest income compared to interest income of $9.9 million earned during 2024. The year-over-year decrease reflects the impact of a loweraverage balance of invested cash during 2025, attributable to the significant deleveraging initiatives completed during 2024, as well as a decrease in interest rates in2025. Interest income in 2025 was partially offset by a $0.3 million loss on extinguishment of debt and a $1.8 million write-off of unamortized deferred financing costsin connection with the prepayment of the Ocean Yield Lease Financing in November 2025. The 2025 and 2024 periods also reflect net actuarial gains or losses andcurrency gains or losses associated with the Company’s retirement benefit obligation in the United Kingdom. See Note 8, “Debt,” and Note 17, “Other Income,” to theaccompanying consolidated financial statements as set forth in Item 8, “Financial Statements and Supplementary Data,” for further information. Interest Expense The components of interest expense are as follows: (Dollars in thousands) 2025 2024Interest before items shown below $ 49,290 $ 57,962Interest cost on defined benefit pension obligation and other interest costs 821 787Impact of interest rate hedge derivatives (3,188) (7,705)Capitalized interest (4,219) (1,341)Interest expense $ 42,704 $ 49,703 Interest expense decreased in 2025 compared to 2024 as a result of (i) a reduction in the average outstanding principal balance under the Company’s revolving creditfacilities, due to voluntary repayment of certain of such facilities since April 2024, (ii) the repayment in full of the ING Credit Facility in April 2024, and (iii) thedecline of SOFR rates in 2025 compared to the prior year. Those year-over-year decreases were partially offset by $6.3 million of interest expense incurred on the ECACredit Facility and the 2030 Bonds, which were issued during 2025. See Note 8, “Debt,” to the accompanying consolidated financial statements as set forth in Item 8,“Financial Statements and Supplementary Data,” for further information on the Company’s debt facilities. Income Tax Benefit We qualified for an exemption pursuant to Section 883, or the “Section 883 exemption,” of the U.S. Internal Revenue Code of 1986, as amended, or the “Code,” for thetax year ended December 31, 2025. We will qualify for the Section 883 exemption for 2026 and forward if, among other things, (i) our common shares are treated asprimarily and regularly traded on an established securities market in the United States or another qualified country (“publicly traded test”), or (ii) we satisfy one of twoother ownership tests. Under applicable U.S. Treasury Regulations, the publicly traded test will not be satisfied in any taxable year in which persons who directly,indirectly or constructively own five percent or more of our common shares (sometimes referred to as “5% shareholders”) own in the
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Table of Contents 62International Seaways, Inc. aggregate 50% or more of the vote and value of our common shares for more than half the days in such year, unless an exception applies. We can provide no assurancethat ownership of our common shares by 5% shareholders will allow us to qualify for the Section 883 exemption in future taxable years. If we do not qualify for theSection 883 exemption, our gross shipping income derived from U.S. sources, i.e., 50% of our gross shipping income attributable to transportation beginning or endingin the United States (but not both beginning and ending in the United States), generally would be subject to a U.S. federal income tax of four percent without allowancefor deductions. 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. Suchinformation may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change andinterpretation; therefore, the amounts recorded by the Company may change accordingly. During 2025 the Company decreased its reserve for uncertain tax liabilitiesfor various jurisdictions by $0.4 million compared to a $1.1 million decrease in such reserves during 2024. Beginning in September 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliance with evolving global tax regulationsthat 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, theCompany commenced the process of changing the domicile of its international shipping income generating vessel-owning subsidiaries and various intermediate parentholding companies under International Seaways, Inc. from the Marshall Islands and Liberia to Bermuda. The redomiciliation process was completed in December2025.The Company itself remains organized under the laws of the Republic of the Marshall Islands. In general, income arising from international shipping is exempted from the scope of corporate income tax chargeable to a Bermuda Constituent Entity Group (asdefined in the Bermuda CIT Act) to the extent that the applicable substance-based requirements relating to strategic or commercial management in Bermuda aresatisfied. Accordingly, in compliance with the Bermuda CIT Act and the Bermuda economic substance requirements, the strategic management of the Company’sinternational shipping income generating subsidiaries and their intermediate parent holding companies was carried out from Bermuda, following their redomiciliationbetween September and December 2025. See Note 10, “Taxes,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements andSupplementary Data,” for further details on the income tax benefit line and the tax implications of redomiciling the Company’s international shipping incomegenerating vessel-owning subsidiaries and their intermediate holding companies to Bermuda. EBITDA and Adjusted EBITDA EBITDA represents net income before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted forthe impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are presented to provide investorswith meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. EBITDA andAdjusted EBITDA do not represent, and should not be considered a substitute for, net income or cash flows from operations determined in accordance with GAAP.EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results reportedunder GAAP. Some of the limitations are:● EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;● EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and● EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, onour debt. While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by theCompany is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.
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Table of Contents 63International Seaways, Inc. The following table reconciles net income, as reflected in the consolidated statements of operations set forth in Item 8, “Financial Statements and Supplementary Data,”to EBITDA and Adjusted EBITDA: (Dollars in thousands) 2025 2024Net income $ 309,261 $ 416,724Income tax benefit (411) (1,084)Interest expense 42,704 49,703Depreciation and amortization 163,586 149,440EBITDA 515,140 614,783Third-party debt modification fees — 168Gain on disposal of vessels and assets, net of impairments (42,537) (32,657)Provision for settlement of multi-employer pension plan obligations — 1,019Write-off of deferred financing costs 1,761 —Loss on extinguishment of debt 315 —Adjusted EBITDA $ 474,679 $ 583,313
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Table of Contents 64International Seaways, Inc. LIQUIDITY AND SOURCES OF CAPITAL Our business is capital intensive. Our ability to successfully implement our strategy is dependent on the continued availability of capital on attractive terms. In addition,our ability to successfully operate our business to meet near-term and long-term debt repayment obligations is dependent on maintaining sufficient liquidity. Liquidity As of December 31, 2025, we had total liquidity on a consolidated basis of $723.6 million comprised of $166.9 million of cash and $556.7 million of undrawn revolver capacity. Working capital at December 31, 2025 and 2024 was $268.2 million and $245.4 million, respectively. Current assets are highly liquid, consisting principally of cash,interest-bearing deposits, short-term investments, which are time deposits with original maturities of between 91 and 180 days, and receivables. Current liabilitiesinclude current installments of long-term debt of $25.8 million and $50.1 million at December 31, 2025 and 2024, respectively. The Company’s total cash decreased by $40.6 million during the year ended December 31, 2025. This decrease principally reflects the net impact of (i) $319.8 millionin proceeds from the issuance of debt, net of deferred financing costs; (ii) $144.6 million of net loan repayments under the $500 Million Revolving Credit Facility; (iii)$144.6 million of cash dividends paid to shareholders; (iv) $46.0 million in regularly scheduled principal amortization of the Company’s lease financing arrangements;(v) $257.5 million of prepayment in full on the Ocean Yield Lease Financing; (vi) $380.1 million of cash provided by operating activities; (vii) $56.9 million inreturned security deposits and net proceeds from the sale of two VLCCs, two LR1s, and eight MRs, net of the purchase of two MRs and one VLCC; (viii) $146.9million in other expenditures for vessels, vessel improvements and other property, of which $142.9 million was construction in progress payments; and (ix) $50.0million in investments in short-term time deposits. Our cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insured limits. We place our cash and cash equivalents in what webelieve to be credit-worthy financial institutions. In addition, certain of our money market accounts invest in U.S. Treasury securities or other obligations issued orguaranteed by the U.S. government or its agencies, floating rate and variable demand notes of U.S. and foreign corporations, commercial paper rated in the highestcategory by Moody’s Investor Services and Standard & Poor’s, certificates of deposit and time deposits, asset-backed securities, and repurchase agreements. As of December 31, 2025, we had total debt outstanding (net of deferred financing costs of $11.1 million) of $567.1 million and a net debt to total capitalization of16.5%, which compares with 22.2% at December 31, 2024. Sources, Uses and Management of Capital During 2025, we have (i) used incremental liquidity generated from operations and the proceeds from disposal of older tonnage at strong prices to invest in renewingand growing the fleet, (ii) enhanced our balance sheet and liquidity position, and (iii) continued to make substantial returns to shareholders. In addition to future operating cash flows, our other future sources of funds are proceeds from issuances of equity securities, additional borrowings as permitted underour loan agreements and proceeds from the opportunistic sales of our vessels. Our current uses of funds are to fund working capital requirements, maintain the qualityof our vessels, purchase vessels, pay newbuilding construction costs, comply with international shipping standards and environmental laws and regulations, repay orrepurchase our outstanding loan facilities, pay a regular quarterly cash dividend, and from time-to-time, repurchase shares of our common stock and pay supplementalcash dividends. The following is a summary of the significant capital allocation initiatives we executed during 2025 and the sources of capital we have at our disposal for future use aswell as our current commitments for future uses of capital: Returns to Shareholders During 2025, the Company’s Board of Directors declared and paid regular quarterly and supplemental cash dividends totaling $144.6 million or $2.93 per share asfollows:
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Table of Contents 65International Seaways, Inc. Declaration Date Record Date Payment Date Regular QuarterlyDividend per Share SupplementalDividend per Share Total Dividends PaidFebruary 26, 2025 March 14, 2025 March 28, 2025 $0.12 $0.58 $34.5 millionMay 7, 2025 June 12, 2025 June 26, 2025 $0.12 $0.48 $29.6 millionAugust 5, 2025 September 10, 2025 September 24, 2025 $0.12 $0.65 $38.0 millionNovember 5, 2025 December 9, 2025 December 23, 2025 $0.12 $0.74 $42.5 million Also 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 a supplementaldividend of $2.03 per share of common stock. Both dividends will be paid on March 30, 2026 to stockholders of record as of March 20, 2026. In October 2025, the Company’s Board of Directors authorized the extension of the expiry date of the Company’s $50.0 million share repurchase program fromDecember 31, 2025 to December 31, 2026. Fleet Optimization Program In continuation of our strategic fleet optimization program during 2025, we: ● Completed the last of five vessel sale and purchase transactions involving the sale of one 2010-built VLCC and one 2011-built VLCC for an aggregate salesprice of $116.6 million and the purchase of three 2015-built MRs (the first of which was delivered in December 2024) for an aggregate purchase price of$119.5 million resulting in a net cash outflow of $2.9 million between December 2024 and February 2025. ● Completed the sales of two 2006-built LR1s, five 2007-built MRs, and three 2008-built MRs for net proceeds of $131.0 million. ● Purchased a 2020-built, scrubber fitted VLCC in November 2025 for $119.0 million. ● Took delivery between September and October 2025 of the first two of six LR1 newbuildings under construction in Korea with K Shipbuilding Co., Ltd. Theaggregate contract price for the six scrubber-fitted, dual-fuel ready LR1 vessels is approximately $359 million. As of December 31, 2025, the Company hasapproximately $188.5 million in remaining construction costs, of which approximately $158 million is expected to be drawn from the ECA Credit Facility inaccordance with the delivery schedule. The remaining four LR1s are expected to be delivered by third quarter of 2026. ● Entered into memoranda of agreements between December 2025 and February 2026, for the sale of one 2007-built MR Product Carrier, four 2008-built MRProduct Carriers, one 2010-built VLCC and one 2012-built VLCC for net proceeds of approximately $216.4 million after fees and commissions. All sevenvessels are expected to be delivered to their buyers in the first quarter of 2026. Balance Sheet Enhancements Further building on our liquidity enhancing, deleveraging and financing initiatives, we executed the following transactions during 2025: ● In August 2025, we entered into a credit agreement (the “ECA Credit Facility”), which 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 of six LR1 newbuildings underconstruction at K Shipbuilding Co., Ltd in Korea. Between September and October 2025, the Company borrowed $81.5 million under the ECA Credit Facilityupon the delivery of the first two LR1 newbuildings. The facilities combine for an effective 20-year amortization profile and a blended margin of 1.25% overa 12-year stated maturity.
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Table of Contents 66International Seaways, Inc. ● In September 2025, we issued $250 million aggregate principal amount of 7.125% senior unsecured bonds (the “2030 Bonds”) maturing on September 23,2030 (unless earlier redeemed or repurchased), at an issue price of 100%. Interest will be paid semi-annually in arrears on March 23 and September 23 eachyear, commencing March 23, 2026 (and subject to business day conventions). The 2030 Bonds have a denomination of $0.125 million, and application will bemade to list the 2030 Bonds on the Oslo Stock Exchange during the first half of 2026. We used the net proceeds from the 2030 Bonds to retire higher-costdebt outstanding under the Ocean Yield Lease Financing. ● In November 2025, we exercised purchase options on six VLCCs, which were bareboat chartered-in under the Ocean Yield Lease Financing arrangements.The aggregate purchase price for the six vessels of $257.8 million, consisted of the $257.5 million remaining debt balance and $0.3 million of other costs. Weused net proceeds from the 2030 Bonds and available liquidity to pay the purchase price. ● During 2025, we drew $80 million under our $500 Million Revolving Credit Facility and repaid an aggregate of $224.6 million of the principal balanceoutstanding under this facility, leaving the facility fully undrawn as of December 31, 2025. See Note 8, “Debt,” to the Company’s consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data” of this Form 10-K forfurther information on the ECA Credit Facility and the 2030 Bonds. The Company’s debt service commitments and aggregate purchase commitments for vesselconstruction and betterments as of December 31, 2025, are presented in the Aggregate Contractual Obligations Table below. Outlook Our strong balance sheet, as evidenced by a substantial level of liquidity, 31 unencumbered vessels (excluding the four LR1s under construction) as of December 31,2025, and diversified financing sources with debt maturities spread out between 2030 and 2037, positions us to support our operations over the next twelve months aswe continue to advance our vessel employment strategy, which seeks to achieve an optimal mix of spot (voyage charter) and long-term (time charter) charters. Ourbalance sheet strength and balanced fleet position us to continue pursuing our disciplined capital allocation strategy of fleet renewal, incremental debt reduction andreturns to shareholders and pursue potential strategic opportunities that may arise within the diverse sectors in which we operate. Aggregate Contractual Obligations A summary of the Company’s long-term contractual obligations as of December 31, 2025 follows: Beyond(Dollars in thousands) 2026 2027 2028 2029 2030 2030 Total$500 Million Revolving Credit Facility(1) $ 2,663 2,332 2,000 1,655 128 — $ 8,778$160 Million Revolving Credit Facility(1) 898 811 730 161 — — 2,600ECA Credit Facility - floating rate(2) 7,473 7,802 7,642 7,430 7,228 77,360 114,9352030 Bonds - fixed rate 17,812 17,812 17,813 17,813 267,813 — 339,063BoComm Lease Financing - fixed rate(3) 23,762 23,762 23,827 23,762 142,272 — 237,385Toshin Lease Financing - fixed rate(3) 2,160 2,151 2,223 2,052 2,052 2,829 13,467Hyuga Lease Financing - fixed rate(3) 2,232 2,232 2,160 2,160 2,256 2,000 13,040Kaiyo Lease Financing - fixed rate(3) 2,410 2,214 2,214 2,214 2,127 — 11,179Kaisha Lease Financing - fixed rate(3) 2,225 2,214 2,214 2,214 2,287 — 11,154Operating lease obligations(4) Time Charter-ins 2,563 — — — — — 2,563Office space 1,297 1,250 1,077 1,077 1,077 2,602 8,380Vessel and vessel betterment commitments(5) 189,256 — — — — — 189,256Total $ 254,751 $ 62,580 $ 61,900 $ 60,538 $ 427,240 $ 84,791 $ 951,800 (1)Amounts shown include unused revolver capacity commitment fees.
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Table of Contents 67International Seaways, Inc. (2)Amounts shown include unused commitment fees and contractual interest obligations on $81.5 million of outstanding floating rate debt estimated based on theapplicable margin for the ECA Credit Facility of 1.1% and the fixed rate stated in the interest rate swaps (assigned for hedge accounting purposes) of 2.84%through the swap maturity date of February 22, 2027. The effective three-month SOFR rate of 3.79% as of December 31, 2025 was used for the remainingoutstanding principal under the ECA Credit Facility.(3)Amounts shown include contractual implicit interest obligations of the lease financing under the bareboat charters.(4)As of December 31, 2025, the Company had a charter-in commitment for one vessel on a lease that is accounted for as an operating lease. The full amounts dueunder office space leases and the lease component of the amounts due under long term time charter-ins are discounted and reflected on the Company’s consolidatedbalance sheet as lease liabilities with corresponding right of use asset balances.(5)Represents the Company’s commitments for the purchase of one ballast water treatment system and one Mewis duct system, and the purchase and installation ofvarious performance efficiency devices for the fleet, and the remaining commitments for the construction of four dual-fuel ready LR1s. Carrying Value of Vessels At December 31, 2025, 38 of the Company’s 69 owned and bareboat chartered-in vessels were pledged as collateral under certain of the Company’s debt and leasefinancing facilities. The following table presents information with respect to the carrying amount of the Company’s vessels by type. Instances in which the fair marketvalues of the Company’s vessels, which are estimated by third-party vessel appraisers, are below their carrying values as of December 31, 2025, are indicated in thefootnote(s) to the table. The carrying value of each of the Company’s vessels does not necessarily represent its fair market value or the amount that could be obtained ifthe vessel were sold. The Company’s estimates of market values for its vessels assume that the vessels are all in good and seaworthy condition without need for repairand, if inspected, would be certified as being in class without notations. In addition, because vessel values are highly volatile, these estimates may not be indicative ofeither the current or future prices that the Company could achieve if it were to sell any of the vessels. The Company would not record a loss for any of the vessels forwhich the fair market value is below its carrying value unless and until the Company either determines to sell the vessel for a loss or determines that the vessel isimpaired as discussed below in “Critical Accounting Policies — Vessel Impairment.” The Company believes that the future undiscounted cash flows expected to beearned over the estimated remaining useful lives for those vessels that have experienced declines in market values below their carrying values would exceed suchvessels’ carrying values. Footnotes to the following table exclude those vessels with an estimated market value in excess of their carrying value. (Dollars in thousands) Average Vessel Age(weighted by dwt) Number of Vessels Carrying ValueCrude TankersVLCC 8.5 12 $ 830,810Suezmax 11.8 13 353,655Aframax 13.8 4 85,446Total Crude Tankers(1) 10.0 29 $ 1,269,911 Product CarriersLR2 11.4 1 $ 44,081LR1 10.2 6 179,471MR 14.3 33 579,681Total Product Carriers(2) 13.3 40 $ 803,233 Fleet total 10.9 69 $ 2,073,144 (1)As of December 31, 2025, the Crude Tankers segment includes one VLCC with carrying value of $118.4 million, which the Company believes exceeds its marketvalue of approximately $116.7 million by $1.7 million.(2)As of December 31, 2025, the Product Carriers segment includes nine MRs with aggregate carrying value of $327.2 million, which the Company believes exceedstheir aggregate market values of approximately $283.9 million by $43.3 million.
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Table of Contents 68International Seaways, Inc. RISK MANAGEMENT Interest rate risk The Company is exposed to market risk from changes in interest rates, which could impact its results of operations and financial condition. The Company manages thisexposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Tomanage its interest rate risk exposure associated with changes in variable interest rate payments due on its credit facilities in a cost-effective manner, the Company,from time-to-time, enters into interest rate swap, collar or cap agreements, in which it agrees to exchange various combinations of fixed and variable interest ratesbased on agreed upon notional amounts or to receive payments if floating interest rates rise above a specified cap rate. The Company uses such derivative financialinstruments as risk management tools and not for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified groupof major financial institutions in order to manage exposure to nonperformance on such instruments by the counterparties. See “Interest Rate Sensitivity” section below and Note 7, “Fair Value of Financial Instruments, Derivative and Fair Value Disclosures,” to the Company’s consolidatedfinancial statements set forth in Item 8, “Financial Statements and Supplementary Data,” for additional information on the Company various interest rate derivatives. Currency and exchange rate risk The shipping industry’s functional currency is the U.S. dollar. All of the Company’s revenues and most of its operating costs are in U.S. dollars. The Company incurscertain operating expenses, such as some vessel and general and administrative expenses, in currencies other than the U.S. Dollar, and the foreign exchange riskassociated with these operating expenses is immaterial. If foreign exchange risk becomes material in the future, the Company may seek to reduce its exposure tofluctuations in foreign exchange rates through the use of short-term currency forward contracts and through the purchase of bulk quantities of currencies at rates thatmanagement considers favorable. For contracts which qualify as cash flow hedges for accounting purposes, hedge effectiveness would be assessed based on changes inforeign exchange spot rates with the change in fair value of the effective portions being recorded in accumulated other comprehensive income/(loss). Fuel price volatility risk The Company has nine scrubber-fitted VLCCs and two scrubber-fitted Suezmaxes. During 2025, the average price differential between very low sulfur fuel and highsulfur fuel in Singapore and Fujairah, the most common bunkering locations for VLCCs, was approximately $83 per ton. Assuming a VLCC bunker consumption rateof 50 metric tons per day, this translated to approximately $4,150 per day per vessel in lower bunker consumption costs on our VLCCs during 2025. In addition toinstalling scrubbers on certain of the larger vessels in the Company’s fleet, significant consideration continues to be given to other ways of managing the risk ofvolatility in the price spread between high-sulfur fuel and low-sulfur fuel as well as the risk of limited supply of compliant fuel or HFO along the routes that theCompany’s vessels typically travel. Interest Rate Sensitivity As of December 31, 2025, the Company had the ECA Credit Facility and revolving credit facilities under which borrowings bear interest at a rate based on SOFR, plusthe applicable margin, as stated in the respective financing arrangements. The Company has entered into interest rate swaps agreements with major financialinstitutions covering for accounting purposes 100% of the ECA Credit Facility outstanding balance of $81.5 million as of December 31, 2025. The Swaps effectivelyconvert 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. The following table presents information about the Company’s financial instruments that are sensitive to changes in interest rates. For debt obligations, the tablepresents the principal cash flows and related weighted average interest rates by expected maturity dates of the Company’s debt obligations.
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Table of Contents 69International Seaways, Inc. Principal (Notional) Amount (dollars in millions) by Expected Maturity and Average Interest (Swap) Rate Beyond Fair Value at (Dollars in millions) 2026 2027 2028 2029 2030 2030 Total December. 31,2025LiabilitiesDebtFixed rate debt $ 21.9 $ 22.8 $ 23.9 $ 24.9 $ 398.5 $ 4.7 $ 496.7 $ 463.2Average interest rate 5.90% 5.96% 6.02% 6.10% 5.87% 4.28%Variable rate debt (1) $ 4.1 $ 4.1 $ 4.1 $ 4.1 $ 4.1 $ 61.1 $ 81.5 $ 81.5Average interest rate (1) 4.22% 4.88% 4.89% 4.89% 4.89% 4.89% (1)Rates are discussed in the aggregate contractual obligations section above. CRITICAL ACCOUNTING ESTIMATES AND POLICIES The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require theCompany to make estimates in the application of its accounting policies based on the best assumptions, judgments, and opinions of management. Following is adiscussion of the accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of the Company’s materialaccounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements set forth in Item 8, “FinancialStatements and Supplementary Data.” Vessel Lives and Salvage Values 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 an estimateduseful life of 25 years 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 currentfair value) if a vessel impairment charge is recorded. If the estimated useful lives assigned to the Company’s vessels prove to be shorter than previously estimated because of new regulations, an extended period of weakmarkets, the broad imposition of age restrictions by the Company’s customers, or other future events, it could result in higher depreciation expense and impairmentlosses in future periods related to a reduction in the useful lives of any affected vessels. Company management estimates the steel recycle value of all of its vessels to be $300 per lightweight ton consistent with its commitment to implement and practiceenvironmentally and socially responsible ship recycling. The Company’s assumptions used in the determination of estimated salvage value take into account currentsteel recycling prices, the historic pattern of annual average steel recycling rates in the Indian ship recycling market over the five years ended December 31, 2025,which ranged from $380 to $670 per lightweight ton, estimated changes in future market demand for recycled steel and estimated future demand for vessels. Steelrecycling prices also fluctuate depending upon type of ship, bunkers on board, spares on board and delivery range. Market conditions that could influence the volumeand pricing of vessel recycling activity in 2026 and beyond include (i) geopolitical pressure that drives a shift in the global transportation of oil from sanctioned vesselsto unsanctioned vessels and makes recycling the most economical option for owners of underutilized sanctioned vessels, (ii) the combined impact of schedulednewbuild deliveries and charter rate expectations for vessels potentially facing age restrictions imposed by oil majors, (iii) costs and timing of pending special surveys,which are likely to be expensive for vessels over 15 years of age, and (iv) IMO requirements for the use of low-sulfur fuels and other carbon reduction initiatives.These factors will influence owners’ decisions to accelerate the disposal of older vessels, especially those with upcoming special surveys. Although management believes that the assumptions used to determine the steel recycling value for its vessels are reasonable and appropriate, such assumptions arehighly subjective, in part, because of the cyclicality of the nature of future demand for recycled steel.
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Table of Contents 70International Seaways, Inc. Vessel Impairment The carrying values of the Company’s vessels may not represent their fair market value or the amount that could be obtained by selling the vessel at any point in timesince the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vesselvalues tend to be cyclical. Management evaluates the carrying amounts of vessels held and used by the Company for impairment only when it determines that it willsell a vessel or when events or changes in circumstances occur that cause management to believe that future cash flows for any individual vessel will be less than itscarrying value. 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 thevessel and its eventual disposition is less than the vessel’s carrying amount. This assessment is made at the individual vessel level as separately identifiable cash flowinformation for each vessel is available. In developing estimates of future cash flows, the Company must make assumptions about future performance, with significant assumptions being related to charterrates, operating expenses, utilization, drydocking and capital expenditure requirements, residual value and the estimated remaining useful lives of the vessels. Theseassumptions are based on historical trends as well as future expectations. Specifically, in estimating future charter rates, management takes into consideration ratescurrently in effect for existing time charters and estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaininglives of each of the vessels. The estimated daily time charter equivalent rates used for unfixed days are based on a combination of (i) rates as forecasted by third-partyanalysts, and (ii) trailing historical average rates, based on monthly average rates published by a third-party maritime research service. Management determines thehistorical periods to utilize in its estimations based on its judgment of current, past, and ongoing shipping cycles. Recognizing that the transportation of crude oil andpetroleum products is cyclical and subject to significant volatility based on factors beyond the Company’s control, management believes the use of estimates based onthe combination of rates forecasted by third-party analysts and historical average rates calculated as of the reporting date to be reasonable. Estimated outflows for operating expenses and capital expenditures and drydocking requirements are based on historical and budgeted costs and are adjusted forassumed inflation. Utilization is based on historical levels achieved and estimates of residual value for recycling are based upon the pattern of steel recycling rates usedin management’s evaluation of salvage value for purposes of recording depreciation. Finally, for vessels that are being considered for disposal before the end of theirrespective useful lives, the Company utilizes weighted probabilities assigned to the possible outcomes for such vessels being sold or recycled before the end of theirrespective useful lives. The determination of fair value is highly judgmental. In estimating the fair value of INSW’s vessels for purposes of Step 2 of the impairment tests, the Companyconsiders the market and income approaches by using a combination of third-party appraisals and discounted cash flow models prepared by the Company. In preparingthe discounted cash flow models, the Company uses a methodology consistent with the methodology discussed above in relation to the undiscounted cash flow modelsprepared by the Company and discounts the cash flows using its current estimate of INSW’s weighted average cost of capital. The more significant factors that could impact management’s assumptions regarding time charter equivalent rates include (i) loss or reduction in business fromsignificant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil andpetroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tankerrecycling, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and theEU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the timethey were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management” and “— Interest Rate Sensitivity.”
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Table of Contents 71International Seaways, Inc. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS Years ended December 31, 2025, 2024 and 2023 PageConsolidated Balance Sheets at December 31, 2025 and 2024 72Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 73Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 74Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 75Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 and 2023 76Notes to Consolidated Financial Statements 77Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, New York, NY, Auditor Firm ID:42) 119
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Table of Contents 72International Seaways, Inc. INTERNATIONAL SEAWAYS, INC.CONSOLIDATED BALANCE SHEETSAT DECEMBER 31DOLLARS IN THOUSANDS December 31, 2025December 31, 2024ASSETSCurrent Assets:Cash and cash equivalents $ 116,922$ 157,506Short-term investments 50,000 —Voyage receivables, net of allowance for credit losses of $52 and $86,including unbilled of $169,610 and $181,211 177,887 185,521Other receivables 13,836 13,771Inventories 611 1,875Prepaid expenses and other current assets 7,384 15,570Current portion of derivative asset 406 2,080Total Current Assets 367,046 376,323Vessels and other property, less accumulated depreciation 2,077,986 2,050,211Vessels construction in progress 57,725 37,020Deferred drydock expenditures, net 109,257 90,209Operating lease right-of-use assets 7,220 21,229Pool working capital deposits 33,051 35,372Long-term derivative assets 5 801Other assets 16,352 25,232Total Assets $ 2,668,642$ 2,636,397 LIABILITIES AND EQUITYCurrent Liabilities:Accounts payable, accrued expenses and other current liabilities $ 69,921$ 66,264Current portion of operating lease liabilities 3,182 14,617Current installments of long-term debt 25,788 50,054Total Current Liabilities 98,891 130,935Long-term operating lease liabilities 5,954 8,715Long-term debt, net 541,291 638,353Other liabilities 2,229 2,346Total Liabilities 648,365 780,349 Commitments and contingencies Equity:Capital - 100,000,000 no par value shares authorized; 49,404,078 and 49,194,458shares issued and outstanding 1,507,325 1,504,767Retained earnings 523,792 359,1422,031,117 1,863,909Accumulated other comprehensive loss (10,840) (7,861)Total Equity 2,020,277 1,856,048 Total Liabilities and Equity $ 2,668,642$ 2,636,397 See notes to consolidated financial statements
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Table of Contents 73International Seaways, Inc. INTERNATIONAL SEAWAYS, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED DECEMBER 31DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS 2025 2024 2023Shipping Revenues:Pool revenues, including $233,020, $273,761 and $313,873from affiliated companies accounted for by the equity method $ 641,785 $ 749,164 $ 905,808Time and bareboat charter revenues 157,580 137,119 96,544Voyage charter revenues 43,937 65,330 69,423843,302 951,613 1,071,775 Operating Expenses:Voyage expenses 23,688 18,510 16,256Vessel expenses 266,143 275,661 259,539Charter hire expenses 33,261 29,839 39,404Depreciation and amortization 163,586 149,440 129,038General and administrative 50,235 52,607 47,473Other operating expenses 3,541 2,820 —Third-party debt modification fees — 168 568Gain on disposal of vessels and other assets, net of impairments (42,537) (32,657) (35,934)Total operating expenses 497,917 496,388 456,344Income from vessel operations 345,385 455,225 615,431Other income 6,169 10,118 10,652Income before interest expense and income taxes 351,554 465,343 626,083Interest expense (42,704) (49,703) (65,759)Income before income taxes 308,850 415,640 560,324Income tax benefit/(provision) 411 1,084 (3,878)Net income $ 309,261 $ 416,724 $ 556,446 Weighted Average Number of Common Shares Outstanding:Basic 49,335,230 49,270,496 48,978,452Diluted 49,595,945 49,680,127 49,428,967 Per Share Amounts:Basic net income per share $ 6.27 $ 8.45 $ 11.35Diluted net income per share $ 6.23 $ 8.38 $ 11.25 See notes to consolidated financial statements
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Table of Contents 74International Seaways, Inc. INTERNATIONAL SEAWAYS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEFOR THE YEARS ENDED DECEMBER 31DOLLARS IN THOUSANDS 2025 2024 2023Net income $ 309,261 $ 416,724 $ 556,446Other comprehensive loss, net of tax:Net change in unrealized losses on cash flow hedges (3,083) (4,173) (7,563)Defined benefit pension and other postretirement benefit plans:Net change in unrecognized prior service costs 14 (339) (59)Net change in unrecognized actuarial losses 90 (2,286) (405)Other comprehensive loss, net of tax (2,979) (6,798) (8,027)Comprehensive income $ 306,282 $ 409,926 $ 548,419 See notes to consolidated financial statements
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Table of Contents 75International Seaways, Inc. INTERNATIONAL SEAWAYS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31DOLLARS IN THOUSANDS 2025 2024 2023Cash Flows from Operating Activities:Net income $ 309,261$ 416,724$ 556,446Items included in net income not affecting cash flows:Depreciation and amortization 163,586 149,440 129,038Loss on write-down of vessels and other assets — 8,700 —Amortization of debt discount and other deferred financing costs 4,262 4,110 5,623Deferred financing costs write-off 1,761 — 2,686Stock compensation 8,699 9,000 8,518Other – net (189) (553) (2,542)Items included in net income related to investing and financing activities:Gain on disposal of vessels and other assets, net (42,537) (41,357) (35,934)Loss on extinguishment of debt 315 — 1,323Payments for drydocking (84,211) (58,642) (34,539)Insurance claims proceeds related to vessel operations 2,840 1,073 3,156Changes in operating assets and liabilities:Decrease in receivables 7,634 61,644 42,610(Decrease)/increase in deferred revenue (1,857) 1,590 3,283Purchase of insurance contract in connection with settlement of pension plan obligations — (3,649) —Net change in inventories, prepaid expenses and other current assets andaccounts payable, accrued expense, and other current and long-term liabilities 10,488 (942) 8,734Net cash provided by operating activities 380,052 547,138 688,402Cash Flows from Investing Activities:Expenditures for vessels, vessel improvements and vessels under construction, including deposits for acquisitions (340,480) (278,794) (205,159)Security deposits for vessel exchange transactions 5,000 (5,000) —Proceeds from disposal of vessels and other assets 246,259 71,895 66,002Expenditures for other property (1,441) (1,386) (1,471)Pool working capital deposits (650) (1,732) (3,639)Investments in short-term time deposits (50,000) (125,000) (235,000)Proceeds from maturities of short-term time deposits — 185,000 255,000Net cash used in by investing activities (141,312) (155,017) (124,267)Cash Flows from Financing Activities:Borrowings on nonrevolving credit facility debt 331,494 — —Borrowings on revolving credit facilities 80,000 120,000 50,000Repayments on revolving credit facilities (224,581) (70,000) (50,000)Repayments of debt — (39,851) (382,050)Premium and fees on extinguishment of debt (315) — (1,323)Proceeds from sale and leaseback financing, net of issuance and deferred financing costs — — 169,717Payments on sale and leaseback financing and finance lease (303,504) (49,294) (135,965)Payments of deferred financing costs (11,666) (5,759) (3,577)Cash dividends paid (144,611) (284,416) (308,154)Repurchases of common stock — (25,000) (13,948)Cash paid to tax authority upon vesting or exercise of stock-based compensation (6,141) (7,055) (5,819)Net cash used in financing activities (279,324) (361,375) (681,119)Net (decrease)/increase in cash and cash equivalents (40,584) 30,746 (116,984)Cash and cash equivalents at beginning of year 157,506 126,760 243,744Cash and cash equivalents at end of year $ 116,922$ 157,506$ 126,760 See notes to consolidated financial statements
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Table of Contents 76International Seaways, Inc. INTERNATIONAL SEAWAYS, INC.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYDOLLARS IN THOUSANDS Retained AccumulatedEarnings / Other(Accumulated ComprehensiveCapital Deficit) Income/(Loss) TotalBalance at January 1, 2023 $ 1,502,235$ (21,447)$ 6,964$ 1,487,752Net income — 556,446 — 556,446Other comprehensive loss — — (8,027) (8,027)Dividends declared — (308,165) — (308,165)Common stock withheld related to net share settlement of equity awards (5,819) — — (5,819)Compensation relating to restricted stock awards 1,045 — — 1,045Compensation relating to restricted stock units awards 6,899 — — 6,899Compensation relating to stock option awards 574 — — 574Repurchase of common stock (13,948) — — (13,948)Balance at December 31, 2023 1,490,986 226,834 (1,063) 1,716,757Net income — 416,724 — 416,724Other comprehensive loss — — (6,798) (6,798)Dividends declared — (284,416) — (284,416)Common stock withheld related to net share settlement of equity awards (7,055) — — (7,055)Compensation relating to restricted stock awards 1,212 — — 1,212Compensation relating to restricted stock units awards 7,689 — — 7,689Compensation relating to stock option awards 99 — — 99Equity consideration issued for purchase of vessels 36,836 — — 36,836Repurchase of common stock (25,000) — — (25,000)Balance at December 31, 2024 1,504,767 359,142 (7,861) 1,856,048Net income — 309,261 — 309,261Other comprehensive loss — — (2,979) (2,979)Dividends declared — (144,611) — (144,611)Common stock withheld related to net share settlement of equity awards (6,141) — — (6,141)Compensation relating to restricted stock awards 1,045 — — 1,045Compensation relating to restricted stock units awards 7,654 — — 7,654Balance at December 31, 2025 $ 1,507,325$ 523,792$ (10,840)$ 2,020,277 See notes to consolidated financial statements
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Table of Contents 77International Seaways, Inc. INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIESNOTES 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”) areengaged primarily in the ocean transportation of crude oil and petroleum products in international markets. The Marshall Islands is the principal flag of registry of theCompany’s vessels. The Company’s business is currently organized into two reportable segments: Crude Tankers and Product Carriers. The crude oil fleet is comprisedof most major crude oil vessel classes. The products fleet transports refined petroleum product cargoes from refineries to consuming markets characterized by both longand 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 itsoperating 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 asof 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. Vesselschartered-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 oftime 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 portcharges, and vessel expenses such as crew costs, vessel stores and supplies, lubricating oils, maintenance and repair, insurance and communications associated withoperating 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 Companyexercises 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 andassumptions affect, among other things, the Company’s long-lived asset valuations; freight and other income tax contingencies; and the allowance for expected creditlosses. Events and changes in circumstances arising after February 26, 2026, including those resulting from the impacts of macroeconomic volatility with respect totrade 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 includedin 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 duefrom charterers and pools in which the Company participates. The Company manages its credit risk exposure through assessment of the creditworthiness of itscounterparties. Cash equivalents consist primarily of time deposits, and money market funds. The Company places its cash and cash equivalents in what we believeto be credit-worthy financial institutions. The Company’s money market funds are carried at fair market value. Voyage receivables consist of (i) operating leasereceivables 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
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Table of Contents 78International Seaways, Inc. Company performs ongoing evaluations to determine customer credit and limits the amount of credit extended to customers. The Company maintains allowancesfor 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 andsupportable forecasts about the future. The Company makes significant judgements and assumptions to estimate its expected losses. The Company makesjudgments about the creditworthiness of customers based on ongoing credit evaluations including analysis of the counterparty’s established credit rating orassessment of the counterparty’s creditworthiness based on our analysis of their financial statements when a credit rating is not available, country and political riskof the counterparty, and their business strategy. The Company manages its non-operating lease receivable portfolios using delinquency as a key credit qualityindicator. The Company performs the following steps in estimating expected losses: (i) gather historical losses over five years; (ii) assume outstanding billedamounts over 180 days as additional expected losses; and (iii) make forward-looking adjustments to the expected losses to reflect future economic conditions bycomparing credit default swap rates of significant customers over time. In addition, the Company performs individual assessments for customers that do not sharerisk 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 theconsolidated 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 CreditLosses - VoyageReceivablesBalance at January 1, 2023 $ 261Provision for expected credit losses (70)Balance at December 31, 2023 191Reversal of expected credit losses (11)Write-offs charged against the allowance (94)Balance at December 31, 2024 86Reversal 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 revenuesapart from the pools in which it participates. The pools in which the Company participates accounted in aggregate for 95% and 98% of consolidated voyagereceivables 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 totheir 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 theproduct 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 itsoriginal cost at the time it was delivered or purchased less depreciation calculated using estimated useful lives from the date such vessel was originally deliveredfrom 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”).
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Table of Contents 79International Seaways, Inc. 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 theestimated useful lives of the assets, which range from three to seven years. Expenditures incurred during a drydocking are deferred and amortized on the straight-line basis over the period until the next scheduled drydocking, which isgenerally two and a half to five years. The Company only includes in deferred drydocking costs those direct costs that are incurred as part of the drydocking tomeet 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 aspart 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 wheneverevents or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. In such instances, an impairment chargewould 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 theasset’s carrying amount. This assessment is made at the individual vessel level since separately identifiable cash flow information for each vessel is available. Theimpairment 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 indetermining 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 amarket-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 andOther 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 ofdebt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortizeddeferred finance charges of $12.6 million and $11.2 million relating to the $500 Million Revolving Credit Facility, the $160 Million Revolving Credit Facility, andthe 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 outstandingdebt 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 poolrevenues. The majority of the Company's contracts for pool revenues, time and bareboat charter revenues, and voyage charter revenues are accounted for as leaserevenue under ASC 842. Lightering services provided by the Company's Crude Tanker Lightering Business and voyage charter contracts that do not meet thedefinition 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 basedoccur. 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 aggregatenon-lease components with the associated lease components and to account for the combined components as required by the practical expedient since its primaryrevenue streams described above meet the conditions required to adopt the practical expedient. Furthermore, the Company has performed a qualitative analysis ofeach 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 morevalue 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 recognizedratably over the rental periods of such charters. Bareboat charters are also accounted for as fixed rate operating leases and the associated revenue is recognizedratably over the rental periods of such charters.
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Table of Contents 80International Seaways, Inc. 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 substantivedecision-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 theprevious 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 charternot 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 rateoperating leases. For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vesselsoperating 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 eachof 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 expectedvalue 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 revenueis recognized. In doing so, the Company makes judgments including identifying performance obligations in the contract, estimating the amount of variableconsideration to include in the transaction price, and allocating the transaction price to each performance obligation. Revenues are recognized to depict the transferof 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 orservices. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the followingsteps: (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 Companysatisfies 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 recognizedover time proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. The minimum durationof 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 leasecomponent 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 thevessel (technical management service components). For time charters-in, the Company has separated non-lease components from lease component and scoped outnon-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 leaseand non-lease components as a single lease component as it is not practical to separate the insignificant non-lease components from the associated leasecomponents 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 andvariable lease payments in the period in which the obligation for those payments is incurred. (see Note 14, “Leases,” for additional information with respect to theCompany’s short-term leases).
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Table of Contents 81International Seaways, Inc. 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 ofoperating 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 thelease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Theoperating lease ROU asset also includes any prepaid lease payments made and excludes accrued lease payments and lease incentives. Our lease terms take intoconsideration options to extend or terminate the lease or purchase the underlying asset when it is reasonably certain that we will exercise such options. Leaseexpense 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 indetermining the present value of lease payments. The Company makes significant judgements and assumptions to estimate the incremental borrowing rate that itwould 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 similareconomic environment. The Company performs the following steps in estimating its incremental borrowing rate: (i) gather observable debt yields of theCompany’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 theestimated 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. Forpurposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, theCompany concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending onshipping market conditions, the duration of such charters, and the age of the vessel. The Company believes that the standalone transaction price attributable to thetechnical management service component is more readily determinable than the price of the lease component and, accordingly, the price of the service componentis estimated using observable data (such as fees charged by third-party technical managers) and the residual transaction price is attributed to the vessel leasecomponent. 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 bareboatcharter-in arrangements. For each arrangement, we evaluated whether, in substance, these transactions were leases or a form of financing. We have concluded thateach 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 ASC842. Accordingly, such arrangement was recorded at amortized costs using the effective interest method, with the corresponding vessels remaining on the balancesheet 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. Derivativesthat 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 changein the fair value of the derivative is either recorded to current earnings (fair value hedge), or recognized in other comprehensive income/(loss) and reclassified intoearnings 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 forundertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. TheCompany also formally assesses (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have beenhighly 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, asdiscussed below. The Company discontinues hedge accounting prospectively when: (1) it determines that the derivative is no longer effective in offsetting changes in the cash flowsof 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 forecastedtransaction will occur; or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate or desired.
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Table of Contents 82International Seaways, Inc. When the Company discontinues hedge accounting because it is no longer probable that the forecasted transaction will occur in the originally expected period, thegain 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 oftime thereafter, the gains and losses that were accumulated in other comprehensive loss will be recognized immediately in earnings. In all situations in whichhedge 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 ofthe remaining term of the derivative instruments or the hedged debt. See Note 8, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” foradditional 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 820defines 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 themeasurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for theliabilities 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 inmeasuring 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 cashequivalents 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 observablein the market (where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observableinputs including interest rate curves, credit spreads, etc.). Our Level 2 non-derivative liabilities primarily include the Company’s other outstanding debtfacilities. 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 liabilitiesfor the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities aredetermined 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 thedifferences 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 theenactment 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, allavailable 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 inthe 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 forincome 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 determineswhether 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 themore-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimatesettlement 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 whichwe 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 thepower to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or benefits that couldpotentially be significant to the
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Table of Contents 83International Seaways, Inc. 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 acceptedaccounting 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, ifso, 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 theamounts of assets, liabilities, equity, revenues and expenses reported in the financial statements and accompanying notes. The most significant estimates relate tothe 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, estimatesused 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 entitiessubject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information onincome taxes paid. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The Companyadopted the standard in this annual report for the year ended December 31, 2025 and applied retrospectively to all periods presented in the consolidated financialstatements. See Note 10, “Taxes.” 16. Recently issued accounting standards — The Financial Accounting Standards Board (“FASB”) Accounting StandardsCodification is the sole source of authoritative GAAP other than United States Securities and Exchange Commission (“SEC”) issued rules and regulations thatapply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification. The Company considers theapplicability 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 materialimpact 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 anddisaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginningafter December 31, 2026 and interim reporting periods within fiscal years beginning after December 31, 2027 with early adoption permitted. We are currentlyevaluating 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 theAccounting for Internal - Use Software. This new guidance is intended to eliminate the use of project stages and introduces a principles-based framework forrecognizing and capitalizing internal-use software costs. The ASU is effective for annual periods beginning after December 15, 2027, including interim periodswithin those annual periods. Early adoption is permitted. We are evaluating the impact of the new guidance on our consolidated financial statements and relateddisclosures. In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (ASC 815): Hedge Accounting Improvements, which amends certain aspects ofthe hedge accounting guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. This new guidance is intendedto enable entities to achieve and maintain hedge accounting for a broader population of highly effective economic hedges while reducing cost and complexity. ThisASU is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods. Early adoptionis permitted. The amendments require adoption on a prospective basis. We are evaluating the impact of the new guidance on our consolidated financial statementsand related disclosures.
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Table of Contents 84International Seaways, Inc. 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, bythe 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 asparticipating securities. Participating securities are defined by ASC 260, Earnings Per Share, as unvested share-based payment awards that contain non-forfeitablerights 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 endedDecember 31, 2025, 2024 and 2023, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method. As ofDecember 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 2023Numerator:Net income allocated to:Common Stockholders $ 309,107 $ 416,546 $ 556,043Participating securities 154 178 403$ 309,261 $ 416,724 $ 556,446 Denominator:Weighted-average common shares outstanding, basic 49,335,230 49,270,496 48,978,452Dilutive effect of stock options 84,257 105,835 121,545Dilutive effect of performance-based restricted stock units 94,599 173,858 127,623Dilutive effect of restricted stock units 81,859 129,937 201,347Weighted-average common shares outstanding, diluted 49,595,945 49,680,127 49,428,967 There were no 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 and2023, 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 adiversified 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 cargoesin 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 betweentrades and geographical areas. The Company charters its vessels to commercial shippers and foreign governments and governmental agencies primarily on voyagecharters and on time charters. The Company has two 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 thereportable segments are the same as those followed in the preparation of the Company’s consolidated financial statements as described in Note 2, “Summary ofSignificant Accounting Policies.”
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Table of Contents 85International Seaways, Inc. 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 Totals2025Shipping revenues $ 439,611 $ 403,691 $ —$ 843,302Time charter equivalent revenues 423,267 396,347 — 819,614Vessel expenses 119,290 146,853 — 266,143Charter hire expenses 14,419 18,842 — 33,261Depreciation and amortization 76,347 87,239 — 163,586Gain on disposal of vessels and other assets (9,833) (32,704) — (42,537)Adjusted income from vessel operations 213,211 143,413 — 356,624Adjusted total assets at December 31, 2025 1,411,798 1,064,693 — 2,476,491Expenditures for vessels and vessel improvements 120,922 219,558 — 340,480Payments for drydocking 22,781 61,430 — 84,2112024Shipping revenues $ 451,351 $ 500,262 $ —$ 951,613Time charter equivalent revenues 437,095 496,008 — 933,103Vessel expenses 130,107 145,554 — 275,661Charter hire expenses 14,322 15,517 — 29,839Depreciation and amortization 80,988 68,452 — 149,440Loss/(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 — 478,163Adjusted total assets at December 31, 2024 1,437,883 1,005,559 — 2,443,442Expenditures for vessels and vessel improvements 1,135 277,659 — 278,794Payments for drydocking 9,893 48,749 — 58,6422023Shipping revenues $ 524,006 $ 547,769 $ —$ 1,071,775Time charter equivalent revenues 512,220 543,299 — 1,055,519Vessel expenses 115,708 143,831 — 259,539Charter hire expenses 11,870 27,534 — 39,404Depreciation and amortization 76,877 52,160 1 129,038Gain on disposal of vessels and other assets (12) (35,922) — (35,934)Adjusted income/(loss) from vessel operations 307,764 319,775 (1) 627,538Adjusted total assets at December 31, 2023 1,523,713 785,778 — 2,309,491Expenditures for vessels and vessel improvements 184,467 20,692 — 205,159Payments for drydocking 5,659 28,880 — 34,539
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Table of Contents 86International Seaways, Inc. 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 2023Time charter equivalent revenues $ 819,614 $ 933,103 $ 1,055,519Add: Voyage expenses 23,688 18,510 16,256Shipping 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 voyageexpenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAPmeasure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Companymanagement 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 operationsfollow: (Dollars in thousands) 2025 2024 2023Total adjusted income from vessel operations of all segments $ 356,624 $ 478,163 $ 627,538General 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 35,934Consolidated income from vessel operations 345,385 455,225 615,431Other income 6,169 10,118 10,652Interest 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, 2024Adjusted total assets of all segments $ 2,476,491 $ 2,443,442Corporate cash and cash equivalents 116,922 157,506Short-term investments 50,000 —Other unallocated amounts 25,229 35,449Consolidated 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 ConsolidatedTotal vessels, deferred drydock and other property at December 31, 2025 $ 1,312,781 $ 931,479 $ 708 $ 2,244,968Total vessels, deferred drydock and other property at December 31, 2024 1,345,241 831,493 706 2,177,440Total vessels, deferred drydock and other property at December 31, 2023 1,420,750 575,642 584 1,996,976
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Table of Contents 87International Seaways, Inc. NOTE 5 — VESSELS, DEFERRED DRYDOCK AND OTHER PROPERTY: Vessels and other property consist of the following: (Dollars in thousands) December 31, 2025 December 31, 2024Vessels, at cost $ 2,573,678 $ 2,506,606Accumulated depreciation (500,534) (460,623)Vessels, net 2,073,144 2,045,983Other property, at cost 10,893 9,961Accumulated depreciation and amortization (6,051) (5,733)Other property, net 4,842 4,228Total 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 ofAccumulated Carrying Vessel Age OwnedAs of December 31, 2025 (Dollars in thousands) Cost Depreciation Value (by dwt) VesselsCrude TankersVLCC $ 1,044,795 $ (213,985) $ 830,810 8.5 12Suezmax 452,307 (98,652) 353,655 11.8 13Aframax 109,533 (24,087) 85,446 13.8 4Total Crude Tankers(1) 1,606,635 (336,724) 1,269,911 10.0 29 Product CarriersLR2 75,162 (31,081) 44,081 11.4 1LR1 200,499 (21,028) 179,471 10.2 6MR 691,382 (111,701) 579,681 14.3 33Total 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 $283.9million by $43.3 million.
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Table of Contents 88International Seaways, Inc. Net Average Number ofAccumulated Carrying Vessel Age OwnedAs of December 31, 2024 (Dollars in thousands) Cost Depreciation Value (by dwt) VesselsCrude TankersVLCC $ 1,055,765 $ (209,650) $ 846,115 8.8 13Suezmax 451,416 (79,900) 371,516 10.8 13Aframax 109,306 (18,529) 90,777 12.8 4Total Crude Tankers 1,616,487 (308,079) 1,308,408 9.7 30 Product CarriersLR2 75,128 (28,280) 46,848 10.4 1LR1 118,265 (33,198) 85,067 15.6 6MR 696,726 (91,066) 605,660 14.2 39Total 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 ValueBalance at January 1, 2023 $ 2,004,420 (327,321) $ 1,677,099Purchases and vessel additions 360,822 —Disposals (32,176) 3,904Depreciation — (98,859)Balance at December 31, 2023 2,333,066 (422,276) 1,910,790Purchases and vessel additions 280,786 —Disposals (33,281) 5,681Depreciation — (109,293)Impairment (73,965) 65,265Balance at December 31, 2024 2,506,606 (460,623) 2,045,983Purchases and vessel additions 327,480 —Disposals (260,408) 72,183Depreciation — (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 ofwhen 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 Companydetermined 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.
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Table of Contents 89International Seaways, Inc. Vessel Acquisitions and Construction Commitments Construction of the Company’s three dual-fuel LNG VLCCs was completed during 2023. All three vessels commenced employment under seven-year time chartercontracts with an oil major shortly after being delivered from the shipyard. Between August 2023 and March 2024, the Company entered into agreements to construct six dual-fuel ready LNG 73,600 dwt LR1 Product Carriers at K ShipbuildingCo., 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 LR1newbuilds 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 acquire two 2014-built and four 2015-built MR Product Carriers for an aggregate consideration ofapproximately $232 million, payable 85% in cash and 15% in shares of common stock of the Company. All six vessels were delivered during the second quarter of2024 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 commonstock 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 deliverydates. 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 thesecond 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 offerand 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 of one 2010-built VLCC and one 2011-built VLCC for an aggregate sales price of$116.6 million and the purchase of three 2015-built MRs for an aggregate purchase price of $119.5 million with the same counterparty. The Company closed on all fivetransactions 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 toensure 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 escrowaccount. 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, five2007-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 fornet 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 of2026.
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Table of Contents 90International Seaways, Inc. Drydocking activity for the three years ended December 31, 2025 is summarized as follows: (Dollars in thousands) 2025 2024 2023Balance at January 1 $ 90,209 $ 70,880 $ 65,611Additions 85,326 61,696 35,117Sub-total 175,535 132,576 100,728Drydock 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 paymentswere 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 flexibilityand a higher level of service while achieving scheduling efficiencies. Participants in the commercial pools contribute one or more vessels and generally provide aninitial contribution towards the working capital of the pools at the time they enter their vessels. The pools finance their operations primarily through the earnings thatthey 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 andobligations and financial risks and rewards as its partners. INSW evaluated all of its pooling and joint venture arrangements to determine if they were variable interestentities (“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 todetermine 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 primarybeneficiary 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 suchdecisions 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 amajority 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 2024Pool working capital deposits $ 33,051 $ 35,372
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Table of Contents 91International Seaways, Inc. 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’sinvestment 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 BalanceSheet Maximum Exposure toLossOther 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. Thesetrade receivables, which are included in voyage receivables in the accompanying consolidated balance sheet, have been excluded from the above tables and thecalculation 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 aloss 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 a100% equity interest in TUKA. TUKA is a voting interest entity that serves as the commercial manager for Tankers International Limited (“TIL”), which is the VLCCpool 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 consolidatedunder 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 uponthe fair value hierarchy, at December 31, 2025 and 2024 are as follows: (Dollars in thousands) December 31, 2025 December 31, 2024 Fair Value LevelCash and cash equivalents $ 116,922 $ 157,506 Level 1Short-term investments(1) 50,000 — Level 12030 Bonds (249,748) — Level 1ECA Credit Facility (81,494) — Level 2$500 Million Revolving Credit Facility(2) — (144,581) Level 2Ocean Yield Lease Financing(2) — (282,627) Level 2BoComm Lease Financing(3) (174,713) (188,370) Level 2Toshin Lease Financing(3) (10,151) (11,662) Level 2Hyuga Lease Financing(3) (10,164) (11,776) Level 2Kaiyo Lease Financing(3) (9,485) (10,554) Level 2Kaisha 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 dueon 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 FacilityTerm Loan (now $500 Million Revolving Credit Facility) with major financial institutions participating in such facility that effectively converts the Company’s interestrate exposure from a three-month SOFR floating rate to a fixed rate of
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Table of Contents 92International Seaways, Inc. 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 designatedand 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 foraccounting purposes the $81.5 million principal balance outstanding under the ECA Credit Facility and expected further drawdowns of variable-rate debt outstandingunder 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 rateswaps 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 agreementproviding 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 the extinguishment of the financingcomponent of the hybrid instrument was recognized in other expense in the accompanying consolidated statement of operations for the year ended December 31, 2021and a $4.1 million loss associated with the embedded derivative component of the hybrid instrument remained in accumulated other comprehensive income/(loss) to bereleased 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 December31, 2025, 2024 and 2023, respectively. As of December 31, 2025, approximately $0.9 million in gain from previously terminated interest rate swaps is expected toamortize 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 basedinterest 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 accrualtransactions 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 interestexpense in the accompanying consolidated statement of operations for the years ended December 31, 2025, 2024 and 2023, respectively, and the swaps are fullyamortized 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 bytransaction 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 ofderivative asset Long-term derivativeassets OtherreceivablesDecember 31, 2025:Derivatives designated as hedging instruments:Interest rate swaps $ 406 $ 5 $ 139Total $ 406 $ 5 $ 139 December 31, 2024:Derivatives designated as hedging instruments:Interest rate swaps $ 2,080 $ 801 $ 453Total $ 2,080 $ 801 $ 453
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Table of Contents 93International Seaways, Inc. The following tables present information with respect to gains and losses on derivative positions reflected in the consolidated statements of operations or in theconsolidated statements of other comprehensive income. The effect of cash flow hedging relationships recognized in other comprehensive income excluding amounts reclassified from accumulated other comprehensiveincome/(loss), including hedges of equity method investees, for the three years ended December 31, 2025 follows: (Dollars in thousands) 2025 2024 2023Derivatives designated as hedging instruments:Interest rate swaps $ 104 $ 3,532 $ 3,187Total 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 2023Derivatives 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 comprehensiveloss. 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 LevelDerivative 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 asmaturity, 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 ofdefault, including cross-default provisions as well as subjective acceleration clauses under which the lessor could cancel the lease in the event of a material adversechange in the Company’s business. For each arrangement, the Company evaluated whether, in substance, these transactions are leases or merely a form of financing. Asa 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 notmeet 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 includedin the arrangements. Accordingly, the cash received in the transactions has been accounted for as a liability, and such arrangements have been recorded at amortizedcost using the
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Table of Contents 94International Seaways, Inc. 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 anyunamortized deferred financing fees or discounts/premiums: (Dollars in thousands) December 31, 2025 December 31, 2024$500 Million Revolving Credit Facility, due 2030 $ — $ 144,581ECA 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 — 280,473BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $2,731 and $3,438 202,505 216,343Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $189 and $243 11,092 12,510Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $157 and $207 10,808 12,270Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $126 and $174 9,500 11,059Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $129 and $183 9,484 11,171567,079 688,407Less 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-Sureagent, 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 termloan 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 of sixLR1 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 the six newbuildings (one per subsidiary), along with (whendelivered) 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 KoreaTrade Insurance Corporation (“K-Sure”), up to the aggregate approximate amount of $239.7 million (reflecting approximately 70% of the anticipated contract price ofthe first four vessels and approximately 60% of the contract price of the last two vessels). Each K-Sure covered term loan tranche shall be repaid in 24 equalconsecutive 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 thecommercial 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 ECACredit Facility are subject to acceleration upon the occurrence of certain events, including prepayment options held by lenders which are exercisable on the sixthanniversary 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, unlessearlier redeemed or repurchased (the “2030 Bonds”), at an issue price of 100%.
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Table of Contents 95International Seaways, Inc. 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. The2030 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 unsecuredindebtedness. 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 at101% 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 itsoption 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 anydecision 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 tocompensate 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 (inwhole 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 redemptionprice 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 principalamount (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 the six 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 andits territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act in reliance on the exemptionfrom 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 fromthe 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 leadarrangers and bookrunners; Danish Ship Finance A/S and ING Bank N.V., London Branch (or their respective affiliates), as mandated lead arrangers; and NationalAustralia Bank Limited, as co-arranger. Nordea acted as administrative agent, collateral agent and security trustee under the credit agreement, and CA-CIB acted assustainability coordinator. The $750 Million Credit Facility consisted of (i) a five-year senior secured term loan facility in an aggregate principal amount of $530 million (the “$750 MillionFacility Term Loan”), and (ii) a five-year revolving credit facility in an aggregate principal amount of $220 million (the “$750 Million Facility Revolving Loan”) thatamortized 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 theCompany’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 maturitydate 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 creditagreement). The $750 Million Facility Term Loan contained an uncommitted accordion feature whereby, for a period of up to 24 months following the closing date, theamount 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 ofAdditional 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 availableunder the $750 Million Facility Revolving Loan was also drawn. The loan proceeds, together with available cash, were used to repay an aggregate total of $574.8million 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.
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Table of Contents 96International Seaways, Inc. 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 thefacility 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 italigned with the International Maritime Organization’s 50% industry reduction target in GHG emissions by 2050, to be calculated in a manner consistent withthe de-carbonization trajectory outlined in the Poseidon Principles (the global framework by which financial institutions can assess the climate alignment oftheir 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 bedecreased 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 bythat same amount (but in no case would any such adjustment result in the Applicable Margin being increased or decreased from the otherwise-applicable ApplicableMargin 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 subsidiaryguarantors (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 principalprepayment of $5.8 million, reduced the number of vessels collateralizing the $750 Million Credit Facility to 54 vessels, and reduced the availability under the $750Million 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 $97million 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 inmandatory principal prepayments on the $750 Million Facility Term Loan in conjunction with the sale of three 2008-built MRs, and the release of five 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 revolvercapacity of $257.4 million. The amended agreement consists of a $500 million revolving credit facility (the “$500 Million Revolving Credit Facility”) that matures onJanuary 31, 2030. That maturity date is subject to acceleration upon the occurrence of certain events (as described in the credit agreement). The $500 MillionRevolving 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 otherassets, 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 basisby 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 ratebased 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 efficiencyimprovements and maintaining a safety record above the industry average. The Company’s
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Table of Contents 97International Seaways, Inc. 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 MillionRevolving 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 $70million 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 whereby two of the three MRs acquiredin the vessel exchange transactions described in Note 5, “Vessels, Deferred Drydock and Other Property” were pledged as collateral under the $500 Million RevolvingCredit Facility. These vessels comprise Substitution Vessels, replacing one of the two 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 Borrowerand certain subsidiary guarantors originally formed in the Republic of the Marshall Islands or the Republic of Liberia, as applicable, were permitted to redomicile toBermuda. 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 creditagreement. 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 theprincipal 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 Borrowerand the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that are consistent with the financial covenants that previouslyexisted 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 respectiveaffiliates), 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 actingas 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 andreduces on a 20-year age-adjusted profile. The $160 Million Revolving Credit Facility is secured by a first lien on five of the Company’s vessels (the “CollateralVessels”), 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 MillionRevolving Credit Facility is calculated based upon Term SOFR plus the Applicable Margin (each as defined in the credit agreement). The Applicable Margin was1.90% 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 ingreater 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 Facilitydescribed above. The Company will be required to deliver annually, commencing for the period ending June 30, 2024, a sustainability certificate for the precedingcalendar 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 bedecreased 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 adjustmentwill 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 Borrowerand the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that are consistent with existing financial covenants in the $500Million Revolving Credit Facility, as further described below.
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Table of Contents 98International Seaways, Inc. 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 thisfacility 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 describedabove under the third amendment to the $500 Million Revolving Credit Facility described above. There were no other material changes to the terms of the creditagreement. Lease Financing Arrangements BoComm Lease Financing Relating to Dual-Fuel LNG VLCC Newbuilds On November 15, 2021, the Company and three of its vessel-owning indirect subsidiaries entered into a series of sale and leaseback arrangements with entitiesaffiliated with the Bank of Communications Limited (“BoComm”) in connection with the construction of three dual-fuel LNG VLCC newbuilds (the “BoComm LeaseFinancing”). BoComm’s obligation to provide funding pursuant to the terms of the sale and leaseback agreements commenced when construction began on the firstvessel 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 LeaseFinancing provided the funding of $244.8 million in aggregate ($81.6 million each vessel) over the course of the construction and delivery of the three vessels. Underthe lease financing arrangements, each vessel is subject to a seven-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, whichwas 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 thistransaction. 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 threeyears, $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 yearand 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 a nine-year bareboatcharter 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 purchaseoptions exercisable commencing at the end of the fourth year and a $2.0 million purchase obligation at the end of the nine-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 an eight-year bareboat charter at abareboat 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 ofthe fourth year and a $1.5 million purchase obligation at the end of the eight-year term.
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Table of Contents 99International Seaways, Inc. 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, whichwas 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 an eight-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 exercisablecommencing at the end of the fourth year and a $1.5 million purchase obligation at the end of the eight-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 of six VLCCs for a total net sale priceof $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 $228.4million outstanding loan balance previously collateralized by the vessels and for general corporate purposes, which included a $100.0 million voluntary prepayment onanother 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 the six VLCCs were subject to a 10-year bareboat charter with purchase options exercisable commencing at the endof 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 hireunder 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’sother debt facilities. In April 2025, the Company tendered an irrevocable notice of its intention to exercise purchase options on the six VLCCs that were bareboat chartered-in under thislease financing arrangements. The aggregate purchase price for the six vessels of $257.8 million, consisted of the $257.5 million remaining debt balance and $0.3million 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 SuezOne 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, awholly owned subsidiary of the Company, along with its earnings, insurances and certain other assets. The full $25 million was drawn down on November 12, 2021and used to repay approximately $22.0 million of outstanding and accrued interest under the maturing debt facility that previously financed the Suezmax. TheCompany 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 borrowingdate 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 saleand 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 andother debt financing costs of $1.4 million on this transaction. Under these lease financing arrangements, each of the two vessels was subject to a seven-year bareboatcharter with purchase options exercisable commencing after the end of the second year and purchase obligations at the end of the seven-year term equal to theoutstanding principal balance of $18.9 million at that date. Charter hire under these arrangements is comprised of a fixed quarterly repayment amount aggregating $1.3million plus a variable interest component calculated based on
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Table of Contents 100International Seaways, Inc. 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 theCompany’s existing debt facilities. In May 2023, the Company tendered notice of its intention to exercise its options to purchase the two vessels, which were bareboat chartered-in under the COSCOLease Financing arrangements. The aggregate purchase price for the two vessels of $46.4 million, consisted of the $45.2 million remaining debt balance and $1.2million 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), includingfinancial covenants that require the Company (i) to maintain a minimum liquidity level of the greater of $50 million and 5% of the Company’s ConsolidatedIndebtedness; (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 and2030 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 currentportion of Consolidated Indebtedness); (iv) to ensure the aggregate Fair Market Value of the Collateral Vessels will not be less than 135% of the aggregate outstandingprincipal 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 IncomeSecurity 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 informationrelated to deferred financing costs see Note 2, “Significant Accounting Policies”), commitment fees of $3.7 million, $3.5 million, and $2.4 million, and otheradministrative 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 616ECA Credit Facility 1,220 — —2030 Bonds 5,095 — —Vessel lease financing arrangements 12,912 13,878 15,157Extinguished credit facilities and lease financing arrangements(1) 20,508 30,803 32,956Total 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 inNovember 2025 and April 2024, respectively, and certain of the Company’s other debt facilities.
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Table of Contents 101International Seaways, Inc. 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 — 311ECA Credit Facility 549 — —Vessel lease financing arrangements 12,087 13,017 13,668Extinguished credit facilities and lease financing arrangements 20,641 29,772 32,650Total 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 recognizedaggregate 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) $1.1million 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) Amount2026 $ 25,7882027 26,9972028 27,9822029 28,9792030 402,617Thereafter 65,851Aggregate principal payments required $ 578,214
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Table of Contents 102International Seaways, Inc. NOTE 9 — ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES: (Dollars in thousands) December 31, 2025 December 31, 2024Accounts payable $ 1,655 $ 5,828Accrued payroll and benefits 9,754 10,167Accrued general and administrative expenses 3,178 1,525Accrued vessel expenses 19,169 19,835Accrued drydock, repairs and vessel betterment costs 8,616 10,108Bunkers and lubricants 278 1,025Insurance 680 96Due to owners on chartered in vessels 1,233 902EUAs due to authorities 9,726 4,990Charter revenues received in advance 5,977 7,834Accrued interest expense 5,973 1,018Other 3,682 2,936Total 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 andinclude 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 grossincome 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 deferredtaxes are provided on the temporary differences between the tax and financial statement basis of the underlying assets and liabilities for those subsidiaries not subject toincome 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 incometax on offshore shipping operations. Beginning in September 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliancewith evolving global tax reform regulations that are focused on the alignment of the jurisdictions in which an entity’s commercial or strategic management areperformed with where its profits are realized, the Company began the process of changing the domicile of its international shipping income generating vessel-owningsubsidiaries and various intermediate parent holding companies under International Seaways, Inc. (the “Bermuda Constituent Entity Group”) from the Marshall Islandsand Liberia to Bermuda. This redomiciliation process was completed in December 2025, and the Company itself remains organized under the laws of the Republic ofthe 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 EconomicCooperation and Development [“OECD”]/G20 Inclusive Framework) is an adhering jurisdiction with respect to Pillar Two Model Rules and to mitigate against top-uptax being collected by other jurisdictions on Bermuda-realized income. The Bermuda CIT Act imposes a 15% Bermuda corporate income tax effective for fiscal yearsbeginning on or after January 1, 2025 on Bermuda companies within a “Multinational Enterprise Group” with consolidated annual revenue of €750 million or more intwo 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), theamount 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 inaccordance with and subject to the adjustments set out in the Bermuda CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituententities). In general, income arising from international shipping is exempted from the scope of such tax to the extent that the applicable substance based requirementsrelating to strategic or commercial management in Bermuda are satisfied. Accordingly, in compliance with the Bermuda CIT Act and the Bermuda economic substancerequirements, the strategic management of the Company’s international shipping income generating subsidiaries and their intermediate parent holding companies wascarried out from Bermuda, following their redomiciliation between September and December 2025.Therefore, we expect that our income will be exempt from incometaxation 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 fromits wholly-owned Bermuda constituent entities. All entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxespayable, directly or indirectly, to the Bermuda government. We will also pay annual government fees to the Bermuda government. Bermuda currently has no taxtreaties in place with other countries in
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Table of Contents 103International Seaways, Inc. 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 withcountries such as Australia, Canada, China, France, Germany, India, Japan, Mexico, UK, and the US, among others to allow for the exchange of tax-related informationto 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 relevantactivity 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 inBermuda with suitable qualifications and (e) it incurs adequate operating expenditure in Bermuda in relation to the relevant activity. A registered entity that carries on arelevant 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 tradedon 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 voteand 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 thatbegins 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 totransportation 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 thatgives 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 fromsources 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 variousparts 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 invessel expenses in the accompanying consolidated statements of operations. The components of the income tax benefit/(provision) are as follows: (Dollars in thousands) 2025 2024 2023Current $ 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 taxjurisdictions. The Company reviews its freight tax obligations on a regular basis and may update its assessment of its tax positions based on available information atthat time. Such information may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject tochange and interpretation; therefore, the amounts recorded by the Company may change accordingly. During 2025, the Company decreased its reserve for uncertain taxliabilities for these jurisdictions by $0.4 million. The Company does not presently anticipate that its provisions for these uncertain tax
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Table of Contents 104International Seaways, Inc. 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 aresummarized as follows: For the Year ended December 31, 2025 2024 2023Amount Percent Amount Percent Amount PercentIncome before income taxes $ 308,850 - % $ 415,640 - % $ 560,324 -% Expected tax expense and Marshall Island statutory tax rate - - % - - % - -% Foreign tax effectsUnited Kingdom (UK)Statutory tax rate difference between UK and MarshallIsland - - % 423 0.10% 20 0.00%Change in valuation allowances - - % (423) (0.10)% (20) (0.00)% Changes in unrecognized tax (benefit)/provision (411) (0.13)% (1,084) (0.26)% 3,878 0.69% Effective income tax $ (411) (0.13)% $ (1,084) (0.26)% $ 3,878 0.69% 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 ofDecember 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 2024Balance of unrecognized tax benefits as of January 1, $ 3,412 $ 4,521Increases for positions taken in current year 308 249Decreases 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 balancesheets. 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, betweenthe Company and Computershare Trust Company, N.A., as rights agent. The Rights Agreement was approved by the Company’s Board of Directors. In connection withthe Rights Agreement, the Company’s Board of Directors authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share ofcommon 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 theRights Agreement was effective immediately, the Rights would become exercisable only if a person or group acquired beneficial ownership, as defined in the RightsAgreement, 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 aRight (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 Companycommon 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
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Table of Contents 105International Seaways, Inc. Company’s common stock (unless such person or group acquires 50% or more), the Company’s Board of Directors could exchange one share of the Company’scommon 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 RightsAgreement 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 andrestates the Rights Agreement dated as of May 8, 2022. The A&R Rights Agreement implements substantially the same features and protective measures of the RightsAgreements 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 fullpotential value of their investment in the Company. The A&R Rights Agreement is designed to prevent any individual stockholder or group of stockholders fromgaining control of the Company through open market accumulation without paying a control premium to all stockholders or by otherwise disadvantaging otherstockholders. 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 stockholderson 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 2023Common stock outstanding at beginning 49,194,458 48,925,562 49,120,648Common stock issued - vessel acquisitions — 623,778 —Restricted common stock issued - non-executive directors 28,072 21,818 26,878Common stock issued - vesting or exercise of share-based compensation 371,381 283,537 291,813Common 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 ofoutstanding restricted stock units or the exercise of stock options held by employees and certain members of management. The following is a summary of thepurchases, 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)2024 501,646 $ 49.81 $ 24,9852023 366,483 $ 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, 2025to December 31, 2026.
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Table of Contents 106International Seaways, Inc. 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 ofcommon 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 (basedon 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 ofoptions 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 expenseis 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 equityand cash incentives to directors, employees, including executive officers and consultants of the Company and certain of its affiliates and to enable the Company andcertain 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 issuanceunder its management incentive plan and 400,000 shares for issuance under its non-employee director incentive compensation plan. Effective June 22, 2020, INSWadopted 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 itsnon-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 RestrictedCommonStock Time-basedRestrictedStock Units Performance-based RestrictedStock Units StockOptionsShare-based Compensation Awards Outstanding at December 31, 2022 920,648 49,301 411,564 189,533 270,250Grants 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 29,519 277,645 177,480 239,596Grants 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 17,708 218,898 100,970 174,417Grants 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
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Table of Contents 107International Seaways, Inc. (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 thecost 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 $8.7million, $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 isexpected 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 itsnon-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 eachdirector continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwiseencumbered 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 suchshares 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 ofits 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 receive one share of INSW common stock upon vesting. All of the RSUs awarded in 2023 and 2025 and 48,078 of the RSUsawarded 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 inOctober 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 orcash, 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 RSUsare 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 therights 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, unlessotherwise 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 seniorofficers 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, wasestimated 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 unitrepresents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which theperformance 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 toINSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the awardagreements; and (ii) one-half of the target RSUs shall vest on the third fiscal year end date following the grant date, subject to INSW’s three-year total shareholderreturn (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to theHuman Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no laterthan March 15th of the year following the vesting date. The TSR Target
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Table of Contents 108International Seaways, Inc. 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 CompensationCommittee 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 tenthanniversary 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, theoption 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 90th day ending after theoption recipient’s employment terminated and (ii) the expiration of the options, provided that if the Optionee’s employment terminates for death or disability the vestedportion 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 ofthe 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 stockoptions outstanding and exercisable at December 31, 2025 was $20.59. The aggregate intrinsic value of the INSW stock options outstanding and exercisable atDecember 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 bythe Company’s Board of Directors as follows: Declaration Date Record Date Payment Date Regular QuarterlyDividend per Share Supplemental Dividendper Share Total Dividends Declared(Dollars in Thousands)February 26, 2025 March 14, 2025 March 28, 2025 $ 0.12 $ 0.58 $ 34,495May 7, 2025 June 12, 2025 June 26, 2025 $ 0.12 $ 0.48 $ 29,620August 5, 2025 September 10, 2025 September 24, 2025 $ 0.12 $ 0.65 $ 38,012November 5, 2025 December 9, 2025 December 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 a supplemental dividendof $2.03 per share 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 bythe Company’s Board of Directors as follows: Declaration Date Record Date Payment Date Regular QuarterlyDividend per Share Supplemental Dividendper Share Total Dividends Declared(Dollars in Thousands)February 28, 2024 March 14, 2024 March 28, 2024 $ 0.12 $ 1.20 $ 64,665May 7, 2024 June 12, 2024 June 26, 2024 $ 0.12 $ 1.63 $ 86,930August 6, 2024 September 11, 2024 September 25, 2024 $ 0.12 $ 1.38 $ 73,789November 6, 2024 December 13, 2024 December 27, 2024 $ 0.12 $ 1.08 $ 59,031
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Table of Contents 109International Seaways, Inc. 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 bythe Company’s Board of Directors as follows: Declaration Date Record Date Payment Date Regular QuarterlyDividend per Share Supplemental Dividendper Share Total Dividends Declared(Dollars in Thousands)February 27, 2023 March 14, 2023 March 28, 2023 $ 0.12 $ 1.88 $ 98,321May 4, 2023 June 14, 2023 June 28, 2023 $ 0.12 $ 1.50 $ 79,259August 8, 2023 September 13, 2023 September 27, 2023 $ 0.12 $ 1.30 $ 69,428November 6, 2023 December 13, 2023 December 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, 2024Unrealized gains on derivative instruments $ 2,093 $ 5,176Items 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 yearsended December 31, 2025. (Dollars in thousands) Unrealizedgains/(losses) on cashflow hedges Items not yet recognized asa component of net periodicbenefit cost (pension plans) TotalBalance at December 31, 2022 $ 16,912$ (9,948)$ 6,964Current period change, excluding amounts reclassified fromaccumulated other comprehensive income/(loss) 3,187 (1,043) 2,144Amounts 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 fromaccumulated other comprehensive income/(loss) 3,532 (2,625) 907Amounts 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 fromaccumulated 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)
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Table of Contents 110International Seaways, Inc. The following table presents information with respect to amounts reclassified out of accumulated other comprehensive income/(loss) for the three years endedDecember 31, 2025. (Dollars in thousands) 2025 2024 2023 Statement of OperationsLine ItemReclassifications 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 instrumentsInterest 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 andpostretirement benefit plans 1,035 — 579Other expenseTotal 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’swholly owned U.K. subsidiary was liquidated in 2024, and all deferred taxes and valuation allowances associated with the entity were derecognized. The definedbenefit pension plan obligation and assets of the U.K. subsidiary remain with the Company and in accordance with relevant accounting guidance, the tax effectsremaining in accumulated other comprehensive loss will not be reclassified to earnings until the pension plan is settled, as further described in Note 15, “Pension andOther 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 fromaccumulated 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 underASC 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 totime charter out contracts with customers on three VLCCs, two Suezmaxes, one Aframax, one LR2, and six MRs with expiry dates ranging from March 2026 to April2030. 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 theperiod in which the changes in facts and circumstances on which the variable lease payments are based occur. See Note 2, “Significant Accounting Policies,” foradditional 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 accountedfor as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. Theamount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. See Note 2, “SignificantAccounting Policies,” for additional detail on the Company’s accounting policies regarding service revenue recognition and costs to obtain or fulfill a contract.
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Table of Contents 111International Seaways, Inc. 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 threeyears ended December 31, 2025: Crude Product(Dollars in thousands) Tankers Carriers Totals2025Revenues from leasesPool revenues $ 321,595 $ 320,190 $ 641,785Time and bareboat charter revenues 81,203 76,377 157,580Voyage charter revenues from non-variable lease payments 337 7,124 7,461Revenues from servicesVoyage charter revenues from lightering services 36,476 — 36,476Total shipping revenues $ 439,611 $ 403,691 $ 843,3022024Revenues from leasesPool revenues $ 314,018 $ 435,146 $ 749,164Time and bareboat charter revenues 77,420 59,699 137,119Voyage charter revenues from non-variable lease payments 4,983 5,417 10,400Revenues from servicesVoyage charter revenues from lightering services 54,930 — 54,930Total shipping revenues $ 451,351 $ 500,262 $ 951,6132023Revenues from leasesPool revenues $ 399,904 $ 505,904 $ 905,808Time and bareboat charter revenues 67,883 28,661 96,544Voyage charter revenues from non-variable lease payments 7,860 12,688 20,548Voyage charter revenues from variable lease payments 66 516 582Revenues from servicesVoyage charter revenues from lightering services 48,293 — 48,293Total 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 contractassets and liabilities balances, associated with revenue from services accounted for under ASC 606. Balances related to revenues from leases accounted for under ASC842 are excluded from the table below. (Dollars in thousands) Voyage receivables -Billed receivables Contract assets(Unbilled voyagereceivables) Contract liabilities(Deferred revenuesand 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 ourcompleted performance obligations under contracts and decrease when the right to consideration becomes unconditional or payments are received. Contract liabilitiesinclude 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.
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Table of Contents 112International Seaways, Inc. 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 thanone year. There were no 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 were no 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 shipsover 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 emissionsfrom 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 aphase-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 andsubsequent 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 tothe 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 consolidatedstatements 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, orin 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 ofEUAs 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 isincluded 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 December31, 2025: (Dollars in thousands) 2025 2024Pool revenues $ 8,440 $ 3,493Time charter revenues 2,372 1,497Total 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 inother 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 ofDecember 31, 2025 and is included in other current liabilities in the consolidated balance sheet.
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Table of Contents 113International Seaways, Inc. 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 wherethe 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 termof 12-months or less; and (iii) short term leases of office space. Contracts under which the Company is a Lessee The Company currently has two major categories of leases – chartered-in vessels and leased office space. The expenses recognized during the three years endedDecember 31, 2025 for the lease component of these leases are as follows: (Dollars in thousands) 2025 2024 2023Operating lease costVessel assetsCharter hire expenses $ 14,180 $ 11,977 $ 6,192 Finance lease costVessel assetsAmortization of right-of-use assets — — 731Interest on lease liabilities — — 124 Office spaceGeneral and administrative 908 904 869Voyage expenses 122 180 180 Short-term lease costVessel assets (1) Charter hire expenses 5,144 4,784 18,679Total 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 onemonth 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 andnon-lease components. Supplemental cash flow information related to leases was as follows: (Dollars in thousands) 2025 2024 2023Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows used for operating leases $ 15,394 $ 13,240 $ 6,028Finance 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, 2024Operating 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 yearsWeighted average discount rate - operating leases 4.77% 5.51%
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Table of Contents 114International Seaways, Inc. 1. Charters-in of vessel assets: As of December 31, 2025, the Company has a commitment to time charter-in one LR1 through March 2026. The minimum lease liabilities and related number ofoperating days under this operating lease as of December 31, 2025 are as follows: Time Charters-in(Dollars in thousands) Amount Operating Days2026 $ 1,948 72Total 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) Amount2026 $ 1,2972027 1,2502028 1,0772029 1,0772030 1,077Thereafter 2,602Total lease payments 8,380less 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 for three VLCCs, two Suezmaxes,one Aframax, one LR2, and six MRs and the related revenue days as of December 31, 2025 are as follows: (Dollars in thousands) Amount Revenue Days2026 $ 95,129 3,1202027 39,433 1,2592028 34,038 1,0982029 33,945 1,0952030 7,068 228Future 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 thebase 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 periodicmaintenance of the vessel. In arriving at the minimum
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Table of Contents 115International Seaways, Inc. 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 estimatewill 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 thePlan 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’spension benefit obligation and related risks and rewards are not transferred to the insurance company, and as a result, the Company continues to be responsible forpaying the benefits. However, this arrangement generally constitutes an economic settlement of the liability by eliminating relevant risks associated with changes to theobligation, including investment, interest rate and longevity risk. The contract is accounted for as a plan asset in the accompanying consolidated balance sheets as ofDecember 31, 2025 and 2024. As this arrangement does not qualify for settlement accounting under ASC 715, Compensation – Retirement Benefits, the correspondingobligation 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 thePlan’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 Companybelieves 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, 2024Change in benefit obligation:Benefit obligation at beginning of year $ 18,720 $ 17,876Interest cost on benefit obligation 812 797Actuarial losses 598 1,233Benefits 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 17,703Actual return on plan assets 1,367 (1,373)Employer contributions — 3,649Benefits paid (1,356) (890)Foreign exchange gains/(losses) 1,361 (410)Fair value of plan assets at year end 20,051 18,679Unfunded 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 ofthe 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’sstandard review of the underlying data, an additional premium cost may be incurred to cover this benefit obligation but as discussed above, such additional cost isexpected to be minimal.
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Table of Contents 116International Seaways, Inc. Information for net periodic benefit cost for the three years ended December 31, 2025 follows: (Dollars in thousands) 2025 2024 2023Components of expense:Interest cost on benefit obligation $ 812 $ 797 $ 827Expected return on plan assets (811) (914) (1,080)Amortization of prior-service costs 78 76 74Recognized net actuarial loss 955 664 506Net 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, untilthe 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, 2024Discount 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 appropriatefor 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 wasbased 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 2023Discount 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 benefits2026 $ 1,1662027 1,2112028 1,2422029 1,2932030 1,332Years 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 — 19,983Total $ 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.
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Table of Contents 117International Seaways, Inc. 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 onboard 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, whichestablished 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 actuarialdeficits 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 MNOPFentered 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 MNRPFlevied assessments to recover the significant deficit in the plan from participating employers. Participating employers include current employers, historic employersthat have made voluntary contributions, and historic employers such as INSW that have made no deficit contributions. In September 2024, the Company entered intoan 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 paymentof $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 theagreements 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 andinclude employer matching contributions to the plans. All contributions to the plans are at the discretion of the Company or as mandated by statutory laws. Theemployer 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 2024Provisions for settlement of multi-employer pension plan obligations $ —$ 1,019Legal and consulting fees associated with settlement of pension plan obligations 525 1,801Write-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 2023Investment income - interest $ 7,609 $ 9,916 $ 13,963 Net actuarial gain on defined benefit pension plan (213) 233 510Write-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.
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Table of Contents 118International Seaways, Inc. 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 severalagreements, including a separation and distribution agreement, an employee matters agreement and a transition services agreement. While most of the obligations underthose agreements were subsequently fulfilled, certain provisions (including in particular mutual indemnification provisions under the separation and distributionagreement 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 claimsinvolves 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 thatarose 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 berecognized 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 thedamages in whole or in part remains uncertain.
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Table of Contents 119International Seaways, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of International Seaways, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of International Seaways, Inc. (the Company) as of December 31, 2025 and 2024, the relatedconsolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2025, andthe related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all materialrespects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in theperiod ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal controlover financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statementsbased on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance withthe U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks ofmaterial misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principlesused and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide areasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to becommunicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especiallychallenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financialstatements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on theaccounts or disclosures to which it relates. Vessel Impairment Indicators Description of the Matter As of December 31, 2025, the carrying value of the Company’s vessels (including deferred drydock expenditures, net) was approximately $2.2 billion. As described in Notes 2 and 5 to the consolidated financial statements, the Company assesses whether events or changes in circumstances have occurred that could indicate that the carrying amounts of its vessels may not be recoverable. Upon identification of an indicator of impairment, the Company evaluates the recoverability of a vessel by comparing its carrying amount to the undiscounted future net cash flows it is expected to generate. If the Company determines that a vessel’s carrying value is not recoverable, an impairment charge is recognized equal to the excess of the vessel’s carrying amount over its estimated fair value determined using an income or market approach. Throughout the year, the Company performed an evaluation of its vessels to determine if any such indicators of impairment were present. Auditing the Company’s impairment indicator assessment was complex due to the significant estimation uncertainty and judgmentrequired to evaluate the future market and economic conditions and forecasted
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Table of Contents 120International Seaways, Inc. charter rates in a cyclical and volatile industry, as well as the degree of subjectivity involved in determining indicative market values for aset of representative vessels in each of the Company’s vessel classes. How We Addressed theMatter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's impairmentindicator assessment process, including controls over management’s identification of impairment indicators and management’s review ofthe significant assumptions described above. For example, we tested management’s review of the methods used to forecast charter ratesand the residual value of the vessels as well as its review of the completeness, accuracy, and relevance of the key inputs used indeveloping the estimates of fair value, including third-party appraisals. To test the Company’s impairment indicator assessment process, including its identification of impairment indicators, we performed auditprocedures that included, among others, assessing the methodologies used, evaluating the significant assumptions described above andtesting the completeness and accuracy of the key inputs used by management in its analyses. For example, we compared the forecastedcharter rates used by management to current and past performance of the vessels, forecasted market rates and other relevant externalmarket and industry data. Further, we evaluated the third-party appraisal reports used by management to support their assessment. Weinvolved our internal valuation specialists to assist in our evaluation of the methodologies and forecasted charter rates used bymanagement in performing the impairment indicator assessment. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2017. New York, New York February 26, 2026
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Table of Contents 121International Seaways, Inc. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of International Seaways, Inc. Opinion on Internal Control Over Financial Reporting We have audited International Seaways, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion,International Seaways, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on theCOSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheetsof the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity foreach of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting included in the accompanying Management’s report on internal control over financial reporting. Our responsibility is to express anopinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required tobe independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactionsand dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statementsin accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizationsof management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, ordisposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New YorkFebruary 26, 2026
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Table of Contents 122International Seaways, Inc. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was performed under the supervision and with the participation of theCompany’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of theCompany’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31,2025 to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is (i) recorded, processed,summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated tothe Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s report on internal control over financial reporting Management of the Company is responsible for the establishment and maintenance of adequate internal control over financial reporting for the Company. Internalcontrol over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. TheCompany’s system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Companyare being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate. Management, with participation of the CEO and CFO, has performed an evaluation of the effectiveness of the Company’s internal control over financial reporting as ofDecember 31, 2025, based on the provisions of “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of theTreadway Commission (“COSO”). Management has concluded the Company’s internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, the Company’sindependent registered public accounting firm, as stated in their report included in Item 8, “Financial Statements and Supplementary Data.” (c) Changes in Internal Control over Financial Reporting There was no change in the Company’s internal control over financial reporting during the fourth quarter of fiscal year 2025 that has materially affected, or isreasonably likely to materially affect, the Company’s internal control over financial reporting.
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Table of Contents 123International Seaways, Inc. ITEM 9B. OTHER INFORMATION Insider Trading Arrangements and Policies During the three months ended December 31, 2025, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors orexecutive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE See Item 14 below. Executive Officers The table below sets forth the name and age of each executive officer of the Company and the date such executive officer was elected to his or her current position withthe Company. The term of office of each executive officer continues until the first meeting of the Board of Directors of the Company immediately following the nextannual meeting of its stockholders, and until the election and qualification of his or her successor. There is no family relationship between the executive officers. Has Served Name Age Position(s) Held as Such Since Lois K. Zabrocky 56 President and Chief Executive Officer and Director November 2016 and May 2018Jeffrey D. Pribor 68 Chief Financial Officer and Senior Vice President November 2016James D. Small III 57 Chief Administrative Officer, Senior Vice President, Secretary and General Counsel November 2016Derek Solon 49 Senior Vice President and Chief Commercial Officer March 2021 and November 2016William Nugent 57 Senior Vice President and Chief Technical and Sustainability Officer March 2021 and November 2016Adewale O. Oshodi 46 Vice President and Controller November 2016Debra Grillo 58 Treasurer January 2025 The business experience and certain other background information regarding our executive officers is set forth below. Lois K. Zabrocky. Ms. Zabrocky has served as President and Chief Executive Office of the Company since November 30, 2016, when the Company became an independent, publicly traded corporation, and has served as a Director of the Company since May 2018. Under her leadership, the Company’s fleet has grown from 55 vessels (including six vessels held by joint ventures) to more than 75 vessels and the Company’s revenues have increased from approximately $400 million to approximately $1 billion. Prior to her appointment as President and Chief Executive Officer of the Company, Ms. Zabrocky served in various roles during a career of 25 years at OSG, the Company’s former parent corporation. From August 2014 through November 2016, she was Co-President of OSG and Head of International Flag Strategic Business Unit of OSG, from 2008 through August 2014 she was a Senior Vice President of OSG and from May 2011 through August 2014, she was Chief Commercial Officer of the International Flag Strategic Business Unit of OSG. She served as a director of the Company from November 2011 through November 2016 during which time the Company was a wholly-owned subsidiary of OSG. Jeffrey D. Pribor. From 2013 until his appointment to the role of Chief Financial Officer and Senior Vice President of the Company in November 2016, Mr. Pribor wasthe Global Head of Maritime Investment Banking at Jefferies & Company, Inc. Mr. Pribor also was Treasurer of the Company from November 2016 until January2025. Previously, he was Executive Vice President and Chief Financial Officer of General Maritime Corporation, one of the world’s leading tanker shipping companies,from September 2004 to February 2013. Prior to General Maritime Corporation, from 2002 to 2004, Mr. Pribor was Managing Director and President of DnB NORMarkets, Inc. From 2001 to 2002, Mr. Pribor was Managing Director and Group Head of Transportation Banking at ABN
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Table of Contents 124International Seaways, Inc. AMRO, Inc. From 1996 to 2001, Mr. Pribor was Managing Director and Sector Head of Transportation and Logistics investment banking for ING Barings. James D. Small III. Mr. Small has served as Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of the Company since November 30,2016. He served as Senior Vice President, Secretary and General Counsel of OSG from March 2015 until November 30, 2016. Prior to joining OSG in March 2015,Mr. Small worked for more than 18 years at Cleary Gottlieb Steen & Hamilton LLP (“Cleary Gottlieb”), a law firm, the last seven years as counsel. At Cleary Gottlieb,Mr. Small’s practice focused on corporate and financial transactions, U.S. securities law matters in U.S. and international capital markets transactions, mergers andacquisitions, and general corporate transactions. As counsel at Cleary Gottlieb, Mr. Small provided legal services to OSG between 2013 and February 2015. Derek Solon. Mr. Solon has served as Senior Vice President of the Company since March 2021 and as Chief Commercial Officer of the Company since November 30, 2016. He served as Vice President of the Company from November 2016 until March 2021. From August 2014 through November 2016, Mr. Solon was Vice President, Commercial for OSG’s International Flag Strategic Business Unit, and from 2012 to August 2014, he served as Vice President, Sale & Purchase. Before joining OSG, Mr. Solon was a Marine Projects Broker at Poten & Partners in New York from 2003 to 2012. Prior to joining the commercial shipping industry, Mr. Solon served as an officer in the United States Navy since 1998. William Nugent. Mr. Nugent has served as Senior Vice President of the Company since March 2021 and as Head of Ship Operations of the Company since November30, 2016. On March 8, 2023, William Nugent’s title was changed to Senior Vice President and Chief Technical and Sustainability Officer instead of Senior Vice President and Head of Ship Operations. He served as Vice President of the Company from November 2016 until March 2021. From July 2014 until November 2016, Mr. Nugent served as Vice President and Head of Ship Operations for OSG’s International Flag Strategic Business Unit. Prior to this, he was responsible for the Technical Services Group, OSG’s global engineering team. He joined OSG in 2006 as Assistant Vice President for New Construction, was promoted to head of the department in 2008 and oversaw the construction of ships, tugs and barges in China, Korea, and the United States. Mr. Nugent previously worked for OSG from 2000 to 2002 overseeing construction of ships in Korea. In all, Mr. Nugent has overseen construction of more than 50 vessels. Earlier in his career, Mr. Nugent was Director of Basic Design and Project Manager for Alion Science and Technology and John J. McMullen Associates, Inc., respectively. Adewale O. Oshodi. Mr. Oshodi has been a Vice President and the Controller of the Company since November 30, 2016. He served as the Controller of OSG from July2014 to November 30, 2016 and as Secretary of OSG from July 2014 until March 2015. He was Director, Corporate Reporting from September 2010 when he joinedOSG until July 2014. Mr. Oshodi began his career in the New York commercial audit practice of Deloitte & Touche, LLP in 2000. As an Audit Manager between 2005and 2008 and as an Audit Senior Manager between 2008 and 2010, Mr. Oshodi worked primarily on audits of companies in the maritime industry. Debra Grillo. Ms. Grillo has been Treasurer of the Company since January 2025. From October 2014 through November 30, 2016, Ms. Grillo was the AssistantTreasurer of several subsidiaries of OSG and since December 1, 2016 has served as the Assistant Treasurer of certain subsidiaries of the Company. Earlier in her career,Ms. Grillo served for approximately 14 years in various positions of increasing responsibility in the Treasury department of Altria Group, Inc., serving as SeniorAnalyst, Assistant Manager, Manager and Senior Manager. Code of Business Conduct and Ethics The Company has adopted a code of business conduct and ethics which is an integral part of the Company’s business conduct compliance program and embodies thecommitment of the Company and its subsidiaries to conduct operations in accordance with the highest legal and ethical standards. The Code of Business Conduct andEthics applies to all of the Company’s officers, directors and employees. Each is responsible for understanding and complying with the Code of Business Conduct andEthics. The Company also has an Insider Trading Policy which prohibits the Company’s directors and employees from purchasing or selling securities of the Companywhile in possession of material nonpublic information or otherwise using such information for their personal benefit. The Insider Trading Policy also prohibits theCompany’s directors and employees from hedging their ownership of securities of the Company. In addition, the Company has an Anti-Bribery and Corruption Policywhich memorializes the Company’s commitment to adhere faithfully to both the letter and spirit of all applicable anti-bribery legislation in the conduct of theCompany’s business activities worldwide. Further, the Company has an Inventive Compensation Recoupment Policy pursuant to which under specified circumstances(i) executive officers of the Company are required to repay or return erroneously awarded compensation to the Company in accordance with the Company’s claw backrules and (ii) the Board of Director of the Company may, in its good faith discretion, require officers of the Company to repay all or a portion of their incentivecompensation to the Company. The Code of
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Table of Contents 125International Seaways, Inc. Business Conduct and Ethics, the Insider Trading Policy, the Anti-Bribery and Corruption Policy and the Incentive Compensation Recoupment Policy are posted on theCompany’s website, which is www.intlseas.com, and are available in print upon the request of any stockholder of the Company. The Company intends to use itswebsite as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to the Company’s website within fourbusiness days following the date of any such amendment. The Company’s website and the information contained on that site, or connected to that site, are notincorporated by reference in this Annual Report on Form 10-K. We have adopted an insider trading policy governing the purchase, sale and/or other transactions in securities by employees and directors of the Company and certainother individuals that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standardsapplicable to us. It is our policy to comply with all federal, state and foreign securities laws and other applicable law (including by obtaining appropriate corporateapprovals) when engaging in transactions in our securities. ITEM 11. EXECUTIVE COMPENSATION See Item 14 below. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table provides information as of December 31, 2025 with respect to the Company’s equity compensation plans, which have been approved by theCompany’s shareholders. For a description of the material features of the Company’s equity compensation plans and a description of shares withheld in connection withthe vesting of previously-granted equity awards, see Note 11, “Capital Stock and Stock Compensation,” to the consolidated financial statements set forth in Item 8,“Financial Statements and Supplementary Data.” Number of Securities tobe issued upon exerciseof outstanding options,warrants and rights Weighted-averageexercise price ofoutstanding options,warrants and rights Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column (a))Plan Category (a) (b) (c)Equity compensation plans approved by security holders 127,980 $ 20.59 1,493,415* * Consists of 1,265,622 shares eligible to be granted under the Company’s 2025 Management Incentive Compensation Plan and 227,793 shares under the 2020 Non-Employee Director Incentive Compensation Plan. See also Item 14 below. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE See Item 14 below. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Except for the table in Item 12 above, the information called for under Items 10, 11, 12, 13 and 14 is incorporated herein by reference from the definitive ProxyStatement to be filed by the Company no later than 120 days after December 31, 2025, in connection with its 2026 Annual Meeting of Stockholders.
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Table of Contents 126International Seaways, Inc. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) The following consolidated financial statements of the Company are filed in response to Item 8. Consolidated Balance Sheets at December 31, 2025 and 2024. Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023. Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023. Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023. Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 and 2023. Notes to Consolidated Financial Statements. Reports of Independent Registered Public Accounting Firm. All Schedules of the Company have been omitted since they are not applicable or are not required. (a)(3) The following exhibits are included in response to Item 15(b): The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission uponrequest. 2.1 Separation and Distribution Agreement dated as of November 30, 2016 by and between Overseas Shipholding Group, Inc. and Registrant (schedulesand exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; the Registrant agrees to furnish supplementally a copy of any omittedschedule or exhibit to the Securities and Exchange Commission upon request) (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-Kdated December 2, 2016 and incorporated herein by reference). 3.1 Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated December 2, 2016 andincorporated herein by reference). 3.2 Amended and Restated By-Laws (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated December 2, 2016 and incorporatedherein by reference). 4.1 Amended and Restated Rights Agreement dated as of April 11, 2023 between the Registrant and Computershare Trust Company, N.A., a federallychartered trust company, as Rights Agent, which includes the form of Rights Certificate as Exhibit A and the Summary of Rights to PurchaseCommon Stock as Exhibit B (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated April 11, 2023 and incorporated herein byreference). 4.2 Indenture, dated May 31, 2018, between the Registrant and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Registrant’sCurrent Report on Form 8-K dated May 31, 2018 and incorporated herein by reference). 4.3 Registration Rights Agreement dated as of February 23, 2024 between the Registrant and Wayzata Opportunities Fund III, L.P (filed as Exhibit 4.4to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference). 4.4 Description of International Seaways, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference).
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Table of Contents 127International Seaways, Inc. *10.1 International Seaways, Inc. 2020 Non-Executive Director Incentive Compensation Plan (filed as Exhibit 10.2 to the Registrant’s Current Report onForm 8-K dated April 8, 2020 and incorporated herein by reference). *10.1.1 Form of International Seaways, Inc. Non-Executive Director Incentive Compensation Plan Restricted Stock Grant Agreement (filed asExhibit 10.1.1 to the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference). *10.2 International Seaways, Inc. Management Incentive Compensation Plan (“MICP”) (filed as Exhibit 10.1 to the Registrant’s Current Report onForm 8-K dated November 25, 2016 and incorporated herein by reference). *10.2.1 Form of International Seaways, Inc. MICP Stock Option Grant Agreement (filed as Exhibit 10.2.1 to the Registrant’s Annual Report on Form 10-Kfor 2016 and incorporated herein by reference). *10.2.2 Form of International Seaways, Inc. MICP Restricted Stock Unit Grant Agreement (filed as Exhibit 10.2.2 to the Registrant’s Annual Report onForm 10-K for 2016 and incorporated herein by reference). *10.2.3 Form of International Seaways, Inc. MICP Performance-Based Restricted Stock Unit Grant Agreement (filed as Exhibit 10.2.3 to the Registrant’sAnnual Report on Form 10-K for 2016 and incorporated herein by reference). *10.2.4 Form of International Seaways, Inc. MICP Alternate Stock Option Grant Agreement (filed as Exhibit 10.2.1 to the Registrant’s Quarterly Report onForm 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference). *10.2.5 Form of International Seaways, Inc. MICP Alternate Restricted Stock Unit (“RSU”) Grant Agreement (filed as Exhibit 10.2.2 to the Registrant’sQuarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference). *10.2.6 Form of International Seaways, Inc. MICP Alternate Performance RSU Grant Agreement (filed as Exhibit 10.2.3 to the Registrant’s QuarterlyReport on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference). *10.3 International Seaways, Inc. 2020 Management Incentive Compensation Plan (“2020 MICP”) (filed as Exhibit 10.1 to the Registrant’s CurrentReport on Form 8-K dated April 8, 2020 and incorporated herein by reference). *10.3.1 First Amendment to International Seaways, Inc. 2020 MICP (filed as Appendix A to the Registrant’s definitive Form 14A filed on April 30, 2025and incorporated herein by reference). *10.3.2 Form of International Seaways, Inc. 2020 MICP Stock Option Grant Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference). *10.3.3 Form of International Seaways, Inc. 2020 MICP Time-Based RSU Grant Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report onForm 8-K dated April 8, 2020 and incorporated herein by reference). *10.3.4 Form of International Seaways, Inc. 2020 MICP Performance-Based RSU Grant Agreement (filed as Exhibit 10.5 to the Registrant’s Current Reporton Form 8-K dated April 8, 2020 and incorporated herein by reference). 10.4 Form of Employee Matters Agreement between Overseas Shipholding Group, Inc. and the Registrant (filed as Exhibit 10.7 to Amendment No. 2 tothe Registrant’s Registration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference). *10.4.1 Form of Enhanced Severance Agreement (filed as Exhibit 10.5.1 to the Registrant’s Annual Report on Form 10-K for 2020 and incorporated hereinby reference).
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Table of Contents 128International Seaways, Inc. *10.5 Employment Agreement dated September 29, 2014 between Overseas Shipholding Group, Inc. and Lois K. Zabrocky (filed as Exhibit 10.13 toOverseas Shipholding Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein byreference). *10.5.1 Amendment No. 1 to Lois K. Zabrocky’s Employment Agreement dated March 30, 2016 (filed as Exhibit 10.2 to Overseas ShipholdingGroup, Inc.’s Current Report on Form 8-K dated April 5, 2016 and incorporated herein by reference). *10.5.2 Amendment No. 2 to Lois K. Zabrocky’s Employment Agreement dated August 3, 2016 (filed as Exhibit 10.10 to Amendment No. 4 to theRegistrant’s Registration Statement on Form 10 filed on November 4, 2016 and incorporated herein by reference). *10.5.3 Form of Amendment No. 3 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.8 to Amendment No. 2 to the Registrant’sRegistration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference). *10.5.4 Amendment No. 4 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for thequarter ended March 31, 2018 and incorporated herein by reference). *10.5.5 Amendment No. 5 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April5, 2019 and incorporated herein by reference). *10.5.6 Amendment No. 6 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K dated April8, 2020 and incorporated herein by reference). *10.5.7 Form of Amendment No. 7 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-Kdated April 12, 2022 and incorporated herein by reference). *10.5.8 Form of Amendment No. 8 to Lois K. Zabrocky’s Employment Agreement (field as Exhibit 10.1 to the Registrant’s Current Report on Form 8-Kdated March 14, 2023 and incorporated herein by reference). *10.5.9 Form of Amendment No. 9 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-Kdated March 14, 2024 and incorporated herein by reference). *10.6 Employment Agreement dated February 13, 2015 between Overseas Shipholding Group, Inc. and James D. Small III (filed as Exhibit 10.29 toOverseas Shipholding Group, Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference). *10.6.1 Amendment No. 1 to James D. Small III’s Employment Agreement dated March 30, 2016 (filed as Exhibit 10.4 to Overseas ShipholdingGroup, Inc.’s Current Report on Form 8-K dated April 5, 2016 and incorporated herein by reference). *10.6.2 Amendment No. 2 to James D. Small III’s Employment Agreement dated August 3, 2016 (filed as Exhibit 10.14 to Amendment No. 4 to theRegistrant’s Registration Statement on Form 10 filed on November 4, 2016 and incorporated herein by reference). *10.6.3 Form of Amendment No. 3 to James D. Small III's Employment Agreement (filed as Exhibit 10.9 to Amendment No. 2 to the Registrant’sRegistration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference). *10.6.4 Amendment No. 4 to James D. Small III’s Employment Agreement (filed as Exhibit 10.8 the Registrant’s Current Report on Form 8-K dated April8, 2020 and incorporated herein by reference). *10.6.5 Form of Amendment No. 5 to James D. Small III’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-Kdated April 12, 2022 and incorporated herein by reference).
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Table of Contents 129International Seaways, Inc. *10.6.6 Form of Amendment No. 6 to James D. Small III’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-Kdated March 14, 2023 and incorporated herein by reference). *10.6.7 Form of Amendment No. 7 to James D. Small III’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-Kdated March 14, 2024 and incorporated herein by reference). *10.6.8 Form of Amendment No. 8 to James D. Small III’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-Kdated March 18, 2025 and incorporated herein by reference). *10.7 Employment Agreement dated September 29, 2014 between Overseas Shipholding Group, Inc. and Adewale O. Oshodi (filed as Exhibit 10.23 toOverseas Shipholding Group, Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference). *10.7.1 Amendment No. 1 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.24 to Overseas Shipholding Group, Inc.’s Annual Report onForm 10-K for 2014 and incorporated herein by reference). *10.7.2 Amendment No. 2 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for thequarter ended September 30, 2017 and incorporated herein by reference). *10.7.3 Amendment No. 3 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K datedApril 5, 2019 and incorporated herein by reference). *10.7.4 Amendment No. 4 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference). *10.7.5 Form of Amendment no. 5 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-Kdated March 22, 2021 and incorporated herein by reference). *10.7.6 Form of Amendment No. 6 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-Kdated April 12, 2022 and incorporated herein by reference). *10.7.7 Form of Amendment No. 7 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-Kdated March 14, 2023 and incorporated herein by reference). *10.7.8 Form of Amendment No. 8 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-Kdated March 14, 2024 and incorporated herein by reference). *10.7.9 Form of Amendment No. 9 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-Kdated March 18, 2025 and incorporated herein by reference). *10.8 Employment Agreement dated November 9, 2016 between the Registrant and Jeffrey D. Pribor (filed as Exhibit 10.20 to Amendment No. 6 to theRegistrant’s Registration Statement on Form 10 filed on November 9, 2016 and incorporated herein by reference). *10.8.1 Amendment No. 1 to Jeffrey D. Pribor’s Employment Agreement dated November 9, 2016 (filed as Exhibit 10.2 to the Registrant’s Current Reporton Form 8-K dated April 5, 2019 and incorporated herein by reference). *10.8.2 Amendment No. 2 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K dated April8, 2020 and incorporated herein by reference). *10.8.3 Form of Amendment no. 3 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-Kdated March 22, 2021 and incorporated herein by reference).
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Table of Contents 130International Seaways, Inc. *10.8.4 Form of Amendment No. 4 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-Kdated April 12, 2022 and incorporated herein by reference). *10.8.5 Form of Amendment No 5. To Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-Kdated March 14, 2023 and incorporated herein by reference). *10.8.6 Form of Amendment No. 6 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-Kdated March 14, 2024 and incorporated herein by reference). *10.8.7 Form of Amendment No. 7 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-Kdated March 18, 2025 and incorporated herein by reference). *10.9 Letter Agreement dated as of February 19, 2024 by and between the Registrant and Nadim Z. Qureshi (filed as Exhibit 10.9 to the Registrant’sAnnual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference). *10.10 International Seaways Ship Management LLC Supplemental Executive Savings Plan (filed as Exhibit 10.18 to the Registrant’s Annual Report onForm 10-K for the year ended December 31, 2017 and incorporated herein by reference). *10.11 First Amendment to the International Seaways Ship Management LLC Supplemental Executive Savings Plan (the “Supplemental ExecutiveSeaways Plan”) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 3, 2022 and incorporated herein by reference). *10.12 Second Amendment to the Supplemental Executive Savings Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated June3, 2022 and incorporated herein by reference). 10.14 Distribution Agreement dated December 20, 2023 among the Registrant and Evercore Group L.L.C. and Jefferies LLC (filed as Exhibit 1.1 to theRegistrant’s Current Report on Form 8-K dated December 20, 2023 and incorporated herein by reference). 10.15 Credit Agreement dated as of May 20, 2022 (the “$750 Million Facility”) among the Registrant, International Seaways Operating Corporation, theother Guarantors from time to time parties thereto, the lenders from time to time party thereto, Nordea Bank Abp, New York Branch, asadministrative agent for the Lenders and as collateral agent and security trustee for the Secured Parties and Credit Agricole Corporate andInvestment Bank, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June30, 2022 and incorporated herein by reference). 10.15.1 First Amendment dated as of March 10, 2023 to the $750 Million Facility among the Registrant, International Seaways Operating Corporation, theother Guarantors from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and as, collateralagent and security trustee for the Secured Parties, and Credit Agricole Corporate and Investment Bank, as sustainability coordinator (filed as Exhibit10.1 to the Registrant’s Current Report on Form 8-K dated March 15, 2023 and incorporated herein by reference.) 10.15.2 Second Amendment dated as of April 26, 2024 to the $750 Million Facility among the Registrant, International Seaways Operating Corporation, theother Guarantors from time to time party thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, asadministrative agent for the lenders and as collateral agent and security trustee for the Secured Parties, and Credit Agricole Corporate andInvestment Bank, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March31, 2024 and incorporated herein by reference).
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Table of Contents 131International Seaways, Inc. 10.15.3 Third Amendment dated as of October 7, 2025 to the $500 Million Revolving Credit Facility among the Registrant, International SeawaysOperating Corporation, the other Guarantors from time to time parties thereto, the Lenders from time to time party thereto and Nordea Bank Abp,New York Branch, as Administrative Agent (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2025 and incorporated herein by reference). 10.15.4 Joinder Agreement dated May 23, 2024 by each of Jennings Tanker Corporation, Lafayette Tanker Corporation, Harrison Tanker Corporation, EBTanker Corporation, and Crystal Tanker Corporation to the $750 Million Facility (as amended by the First Amendment dated as of March 10, 2023,the Second Amendment dated as of April 26, 2024, and as further amended and/or restated, henceforth the “$500 Million Revolving CreditFacility”) among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to time party thereto, the Lendersfrom time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and as collateral agent and securitytrustee for the Secured Parties, and Credit Agricole Corporate and Investment Bank, as sustainability coordinator (filed as Exhibit 10.1 to theRegistrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference). 10.15.5 Joinder Agreement dated June 7, 2024 by Albans Tanker Corporation to the $500 Million Revolving Credit Facility (filed as Exhibit 10.2 to theRegistrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference). 10.15.6 Joinder Agreement dated March 21, 2025 by each of Alpha Seaways MR Tanker Corporation and Delta Seaways MR Tanker Corporation to the$500 Million Revolving Credit Facility among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to timeparty thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and ascollateral agent and security trustee for the Secured Parties (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 26,2025 and incorporated herein by reference). 10.16 $160 Million Revolving Credit Agreement, dated as of September 27, 2023, among the Registrant, International Seaways Operating Corporation,the other Guarantors from time to time parties thereto, Nordea Bank Abp, New York Branch, as administrative agent, Collateral Agent, Coordinatorand security trustee for the Secured Parties, and ING Bank, London Branch, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’sQuarterly Report on Form 10-Q for the quarter ended September 30, 2023 and incorporated herein by reference). 10.17 First Amendment dated as of October 7, 2025 to the $160 Million Revolving Credit Agreement among the Registrant, International SeawaysOperating Corporation, the other Guarantors from time to time parties thereto, the Lenders from time to time party thereto and Nordea Bank Abp,New York Branch, as Administrative Agent (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter endedSeptember 30, 2025 and incorporated herein by reference). 10.18 Facilities Agreement dated August 20, 2025, among Seaways LR Holding Corporation, as Borrower, the Registrant, International SeawaysOperating Corporation and six subsidiaries of the Borrower, as Guarantors, DNB Capital LLC, as Lender, DNB Markets, Inc., as Arranger, andDNB Bank ASA, New York Branch, as Facility Agent, as K-SURE Agent and as Security Agent (filed as Exhibit 10.1 to the Registrant’s QuarterlyReport on Form 10-Q for the quarter ended September 30, 2025 and incorporated herein by reference). 10.19 Trust Agreement dated September 23, 2025 between the Registrant and Nordic Trustee AS, as Trustee pursuant to which the Registrant issued $250million aggregate principal amount of 7.125% senior unsecured bonds due 2030 at an issue price of 100% (filed as Exhibit 10.2 to the Registrant’sQuarterly Report on Form 10-Q for the quarter ended September 30, 2025 and incorporated herein by reference). 19 International Seaways, Inc. Insider Trading Policy (filed as Exhibit 19 to the Registrant’s Annual Report on Form 10-K for the year endedDecember 31, 2024 and incorporated herein by reference). **21 List of significant subsidiaries of the Registrant.
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Table of Contents 132International Seaways, Inc. **23 Consent of Independent Registered Public Accounting Firm. **31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended. **31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended. **32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002. *97 International Seaways, Inc. Incentive Compensation Recoupment Policy dated as of November 27, 2023 (filed as Exhibit 97 to the Registrant’sAnnual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference). 99.1 Irrevocable Conditional Letter of Resignation of Kristian K. Johansen dated April 17, 2024 (filed as Exhibit 99.2 to the Registrant’s Current Reporton Form 8-K dated April 19, 2024 and incorporated herein by reference). EX-101.INS Inline XBRL Instance Document. EX-101.SCH Inline XBRL Taxonomy Schema. EX-101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase. EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase. EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase. EX-101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase. EX-104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) (1) The Exhibits marked with one asterisk (*) are a management contract or a compensatory plan or arrangement required to be filed as an exhibit. (2) The Exhibits which have not previously been filed or listed are marked with two asterisks (**). ITEM 16. FORM 10-K SUMMARY None
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Table of Contents 133International Seaways, Inc. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. Date: February 26, 2026 INTERNATIONAL SEAWAYS, INC. By: /s/ Jeffrey D. PriborJeffrey D. PriborChief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated. Each of such persons appoints Lois K. Zabrocky and Jeffrey D. Pribor, and each of them, as his agents and attorneys-in-fact, inhis name, place and stead in all capacities, to sign and file with the SEC any amendments to this report and any exhibits and other documents in connection therewith,hereby ratifying and confirming all that such attorneys-in-fact or either of them may lawfully do or cause to be done by virtue of this power of attorney. Name Date /s/ LOIS K. ZABROCKY February 26, 2026Lois K. Zabrocky, Principal Executive Officer; Director /s/ JEFFREY D. PRIBOR February 26, 2026Jeffrey D. Pribor, Principal Financial Officer and Principal Accounting Officer /s/ IAN T. BLACKLEY February 26, 2026Ian T. Blackley, Director /s/ DARRON M. ANDERSON February 26, 2026Darron M. Anderson, Director /s/ TIMOTHY BERNLOHR February 26, 2026Timothy Bernlohr, Director /s/ A. KATE BLANKENSHIP February 26, 2026A. Kate Blankenship, Director /s/ RANDEE E. DAY February 26, 2026Randee E. Day, Director /s/ DAVID I. GREENBERG February 26, 2026David I. Greenberg, Director /s/ KRISTIAN K. JOHANSEN February 26, 2026Kristian K. Johansen, Director /s/ CRAIG H. STEVENSON JR. February 26, 2026Craig H. Stevenson, Jr., Director
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Exhibit 21 SUBSIDIARIES OF INTERNATIONAL SEAWAYS, INC. The following table lists, as of December 31, 2025, all subsidiaries of International Seaways, Inc. and all companies in which the registrant directly or indirectly owns at least a 49% interest, except for certain companies and subsidiaries which, if considered in the aggregate as a single entity, would not constitute a significant entity. All of the entities named below are corporations, unless otherwise noted. Company Where Incorporated,Organized or Domiciled Albans Tanker Corporation Ltd. Bermuda Alpha Seaways MR Tanker Corporation Ltd. Bermuda Apollonas Shipping Company Ltd. Bermuda Asterias Crude Carrier Ltd. Bermuda Athens Product Tanker Corporation Ltd. Bermuda Batangas Tanker Corporation Ltd. Bermuda Beta Seaways MR Tanker Corporation Ltd. Bermuda Cape Seaways Ltd. Marshall Islands CPT Alliance Ltd. Marshall Islands Crystal Tanker Corporation Ltd. Bermuda Delta Aframax Corporation Ltd. Bermuda Delta Seaways MR Tanker Corporation Ltd. Bermuda Diamond S Shipping II LLC Marshall Islands (2) Diamond S Shipping Ltd. Bermuda Diamond Tanker Company LLC Bermuda (3) DSS 1 LLC Bermuda (3) DSS 2 LLC Bermuda (3) DSS 5 LLC Bermuda (3) DSS 6 LLC Bermuda (3) DSS 7 LLC Bermuda (3) DSS 8 LLC Bermuda (3) DSS A LLC Bermuda (3) DSS B LLC Bermuda (3) DSS C LLC Bermuda (3) DSS D LLC Bermuda (3) DSS Suez JV LLC Marshall Islands (2) DSS Vessel LLC Marshall Islands (2) Eagle Product Tanker Corporation Ltd. Bermuda EB Tanker Corporation Ltd. Bermuda Epicurus Shipping Company Ltd. Bermuda Epsilon Aframax Corporation Ltd. Bermuda Filonikis Product Carrier Ltd. Bermuda First Pacific Corporation Marshall Islands Front Tobago Shipping Corporation Marshall Islands Guayaquil Tanker Corporation Ltd. Bermuda Hal Tanker Corporation Ltd. Bermuda Harrison Tanker Corporation Ltd. Bermuda Hatteras Tanker Corporation Ltd. Bermuda Hendricks Tanker Company LLC Bermuda (3) Henry Tanker Company LLC Bermuda (3) Heroic Avenir Ltd. Bermuda Heroic Equuleus Ltd. Bermuda Heroic Hera Ltd. Bermuda Heroic Hercules Ltd. Bermuda Heroic Hologium Ltd. Bermuda Heroic Hydra Ltd. Bermuda Heroic Libra Ltd. Bermuda Heroic Octans Ltd. Bermuda Heroic Perseus Ltd. Bermuda Heroic Pisces Ltd. Bermuda
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Company Where Incorporated,Organized or Domiciled Heroic Scutum Ltd. Bermuda Heroic Serena Ltd. Bermuda Heroic Tucana Ltd. Bermuda Iason Product Carrier Ltd. Bermuda International Seaways Operating Corporation Ltd. Bermuda International Seaways Ship Management LLC Delaware (1) Iraklitos Shipping Company Ltd. Bermuda Isiodos Product Carrier Ltd. Bermuda Jennings Tanker Corporation Ltd. Bermuda Kythnos Chartering Corporation Ltd. Bermuda Lafayette Tanker Corporation Ltd. Bermuda Leyte Product Tanker Corporation Ltd. Bermuda Liberty Tanker Company LLC Bermuda (3) Lightering LLC Bermuda (3) Lorenzo Shipmanagement Ltd. Bermuda Milos Product Tanker Corporation Ltd. Bermuda Mindanao Tanker Corporation Ltd. Bermuda Montauk Tanker Corporation Ltd. Bermuda Navarro International Ltd. Bermuda NT Suez One LLC Bermuda (3) Oak Tanker Corporation Ltd. Bermuda OIN Chartering Ltd. Bermuda Panamax International Ltd. Marshall Islands Samar Product Tanker Corporation Ltd. Bermuda Seaways Alpha LR Corporation Ltd. Bermuda Seaways Alternative Energy Holding Corporation Ltd. Bermuda Seaways Beta LR Corporation Ltd. Bermuda Seaways Delta LR Corporation Ltd. Bermuda Seaways Epsilon LR Corporation Ltd. Bermuda Seaways First AE Tanker Corporation Ltd. Bermuda Seaways Gamma LR Corporation Ltd. Bermuda Seaways Holding Corporation Ltd. Bermuda Seaways LR Holding Corporation Ltd. Bermuda Seaways Second AE Tanker Corporation Ltd. Bermuda Seaways Shipping Corporation Ltd. Bermuda Seaways Shipping II Corporation Ltd. Bermuda Seaways Shipping III Corporation Ltd. Bermuda Seaways Subsidiary VII Ltd. Bermuda Seaways Third AE Tanker Corporation Ltd. Bermuda Seaways Zeta LR Corporation Ltd. Bermuda Second Katsura Tanker Corporation Ltd. Bermuda Skopelos Product Tanker Corporation Ltd. Bermuda Titanas Product Carrier Ltd. Bermuda Triton Tanker Company LLC Bermuda (3) Tybee Tanker Company LLC Bermuda (3) White Boxwood Shipping Ltd. Bermuda (1) This entity is a Delaware limited liability company. (2) This entity is a Marshall Islands limited liability company. (3) This entity is a Bermuda limited liability company.
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EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-3ASR No. 333-292313) of International Seaways, Inc., (2) Registration Statement (Form S-8 No. 333-288248) of International Seaways Inc., (3) Registration Statement (Form S-3ASR No. 333-278975) of International Seaways, Inc., (4) Registration Statement (Form S-8 No. 333-215174) of International Seaways Inc., (5) Registration Statement (Form S-8 No. 333-238476) of International Seaways Inc., (6) Registration Statement (Form S-8 No. 333-258464) of International Seaways Inc., of our reports dated February 26, 2026, with respect to the consolidated financial statements of International Seaways, Inc. and the effectiveness of internal control over financial reporting of International Seaways, Inc., included in this Annual Report (Form 10-K) of International Seaways, Inc. for the year ended December 31, 2025. /s/ Ernst & Young LLP New York, New York February 26, 2026
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EXHIBIT 31.1 INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED I, Lois K. Zabrocky, certify that: 1. I have reviewed this annual report on Form 10-K of International Seaways, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. Date: February 26, 2026 /s/ Lois K. Zabrocky Lois K. Zabrocky Chief Executive Officer
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EXHIBIT 31.2 INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED I, Jeffrey D. Pribor, certify that: 1. I have reviewed this annual report on Form 10-K of International Seaways, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. Date: February 26, 2026 /s/ Jeffrey D. Pribor Jeffrey D. Pribor Chief Financial Officer
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EXHIBIT 32 INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Each of the undersigned, the Chief Executive Officer and the Chief Financial Officer of International Seaways, Inc. (the “Company”), hereby certifies, to the best of her/his knowledge and belief, that the Form 10-K of the Company for the annual period ended December 31, 2025 (the “Periodic Report”) accompanying this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act and is not intended to be used for any other purpose. /s/ Lois K. Zabrocky Date: February 26, 2026 Lois K. Zabrocky Chief Executive Officer Date: February 26, 2026 /s/ Jeffrey D. Pribor Jeffrey D. Pribor Chief Financial Officer 3