UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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: 212-578-1600
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (no par value)
INSW
New York Stock Exchange
Rights to Purchase Common Stock
N/A
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 that the 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 (§ 232.405 of this chapter) during the preceding 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Emerging growth company ☐
Non-accelerated filer ☐
Smaller reporting 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 to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date. The number of shares outstanding of the issuer’s common stock as of November 4, 2025: common stock, no par value, 49,394,531 shares.
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED BALANCE SHEETSDOLLARS IN THOUSANDS(UNAUDITED)
September 30, 2025
December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents
$
412,569
157,506
Voyage receivables, net of allowance for credit losses of $90 and $86
including unbilled receivables of $145,726 and $181,211
155,017
185,521
Other receivables
13,656
13,771
Inventories
577
1,875
Prepaid expenses and other current assets
9,396
15,570
Current portion of derivative asset
753
2,080
Total Current Assets
591,968
376,323
Vessels and other property, less accumulated depreciation of $246,413 and $466,356
1,947,662
2,050,211
Vessels construction in progress
75,434
37,020
Deferred drydock expenditures, net
101,484
90,209
Operating lease right-of-use assets
9,860
21,229
Pool working capital deposits
33,859
35,372
Long-term derivative asset
36
801
Other assets
29,275
25,232
Total Assets
2,789,578
2,636,397
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities
49,607
66,264
Current portion of operating lease liabilities
5,617
14,617
Current installments of long-term debt
282,489
50,054
Total Current Liabilities
337,713
130,935
Long-term operating lease liabilities
6,206
8,715
Long-term debt
509,527
638,353
Other liabilities
2,345
2,346
Total Liabilities
855,791
780,349
Commitments and contingencies
Equity:
Capital - 100,000,000 no par value shares authorized; 49,371,469 and 49,194,458
shares issued and outstanding
1,505,459
1,504,767
Retained earnings
438,772
359,142
1,944,231
1,863,909
Accumulated other comprehensive loss
(10,444)
(7,861)
Total Equity
1,933,787
1,856,048
Total Liabilities and Equity
See notes to condensed consolidated financial statements
1
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSDOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS(UNAUDITED)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
Shipping Revenues:
Pool revenues, including $46,687, $57,062, $151,640 and $211,050
from companies accounted for by the equity method
146,023
170,007
432,391
603,970
Time charter revenues
39,040
36,842
111,626
99,030
Voyage charter revenues
11,325
18,341
31,406
54,000
196,388
225,190
575,423
757,000
Operating Expenses:
Voyage expenses
3,920
5,503
15,791
14,537
Vessel expenses
65,815
71,269
200,264
202,490
Charter hire expenses
7,134
7,245
25,906
20,841
Depreciation and amortization
41,170
39,304
122,224
109,974
General and administrative
11,804
13,411
37,186
37,494
Other operating expenses
1,520
985
1,737
2,715
Third-party debt modification fees
—
168
Gain on disposal of vessels and other assets, net
(13,658)
(13,499)
(34,908)
(41,402)
Total operating expenses
117,705
124,218
368,200
346,817
Income from vessel operations
78,683
100,972
207,223
410,183
Other income
1,486
3,211
5,370
8,525
Income before interest expense
80,169
104,183
212,593
418,708
Interest expense
(9,623)
(12,496)
(30,836)
(37,808)
Income before income taxes
70,546
91,687
181,757
380,900
Income tax benefit
Net income
91,688
380,901
Weighted Average Number of Common Shares Outstanding:
Basic
49,348,406
49,544,412
49,326,459
49,302,367
Diluted
49,606,210
49,881,317
49,537,318
49,677,238
Per Share Amounts:
Basic net income per share
1.43
1.85
3.68
7.72
Diluted net income per share
1.42
1.84
3.67
7.66
2
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEDOLLARS IN THOUSANDS(UNAUDITED)
Other comprehensive loss, net of tax:
Net change in unrealized losses on cash flow hedges
(829)
(4,277)
(2,439)
(4,702)
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service costs
69
(467)
(19)
(457)
Net change in unrecognized actuarial losses
462
(3,063)
(125)
(3,001)
Other comprehensive loss, net of tax
(298)
(7,807)
(2,583)
(8,160)
Comprehensive income
70,248
83,881
179,174
372,741
3
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSDOLLARS IN THOUSANDS(UNAUDITED)
Cash Flows from Operating Activities:
Items included in net income not affecting cash flows:
Amortization of debt discount and other deferred financing costs
2,980
3,093
Stock compensation
5,810
5,736
Other – net
(34)
(561)
Items included in net income related to investing and financing activities:
Payments for drydocking
(63,181)
(43,855)
Insurance claims proceeds related to vessel operations
1,914
1,004
Changes in operating assets and liabilities:
Decrease in receivables
30,504
56,072
Decrease in deferred revenue
(6,549)
(5,273)
Purchase of insurance contract in connection with settlement of pension plan obligations
(3,649)
Net change in inventories, prepaid expenses and other current assets, accounts
payable, accrued expenses and other current and long-term liabilities
(6,466)
(8,524)
Net cash provided by operating activities
234,051
453,516
Cash Flows from Investing Activities:
Expenditures for vessels, vessel improvements and vessels under construction
(188,546)
(216,589)
Security deposits returned for vessel exchange transactions
5,000
Proceeds from disposal of vessels and other property, net
209,903
71,915
Expenditures for other property
(627)
(880)
Investments in short-term time deposits
(125,000)
Proceeds from maturities of short-term time deposits
135,000
(250)
(1,532)
Net cash provided by/(used in) investing activities
25,480
(137,086)
Cash Flows from Financing Activities:
Borrowings on nonrevolving credit facility debt
290,775
Borrowings on revolving credit facilities
20,000
50,000
Repayments on revolving credit facilities
(164,581)
(50,000)
Repayments of debt
(39,851)
Payments on sale and leaseback financing
(37,381)
(36,831)
Payments of deferred financing costs
(6,036)
(5,759)
Repurchase of common stock
(25,000)
Cash dividends paid
(102,127)
(225,385)
Cash paid to tax authority upon vesting or exercise of stock-based compensation
(5,118)
(7,055)
Net cash used in financing activities
(4,468)
(339,881)
Net increase/(decrease) in cash and cash equivalents
255,063
(23,451)
Cash and cash equivalents at beginning of year
126,760
Cash and cash equivalents at end of period
103,309
4
INTERNATIONAL SEAWAYS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYDOLLARS IN THOUSANDS(UNAUDITED)
Accumulated
Other
Retained
Comprehensive
Capital
Earnings
Loss
Total
For the nine months ended
Balance at January 1, 2025
Other comprehensive loss
Dividends declared
Common stock withheld related to net share settlement of equity awards
Compensation relating to restricted stock awards
782
Compensation relating to restricted stock units awards
5,028
Balance at September 30, 2025
Balance at January 1, 2024
1,490,986
226,834
(1,063)
1,716,757
811
4,826
Compensation relating to stock option awards
99
Equity consideration issued for purchase of vessels
36,836
Balance at September 30, 2024
1,501,503
382,350
(9,223)
1,874,630
For the three months ended
Balance at July 1, 2025
1,503,687
406,238
(10,146)
1,899,779
(38,012)
(248)
262
1,758
Balance at July 1, 2024
1,524,400
364,452
(1,416)
1,887,436
(73,790)
291
1,812
5
INTERNATIONAL SEAWAYS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)
Note 1 — Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements include the accounts of International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly-owned subsidiaries. Unless the context indicates otherwise, references to “INSW”, the “Company”, “we”, “us” or “our”, refer to International Seaways, Inc. and its subsidiaries. As of September 30, 2025, the Company’s operating fleet consisted of 71 wholly-owned or lease financed and time chartered-in oceangoing vessels, engaged primarily in the transportation of crude oil and refined petroleum products in the International Flag trade through its wholly-owned subsidiaries. In addition to our operating fleet, five LR1 newbuilds are scheduled for delivery to the Company between the fourth quarter of 2025 and third quarter of 2026, bringing the total operating and newbuild fleet to 76 vessels.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
All intercompany balances and transactions within INSW have been eliminated.
Risks and Uncertainties
The unaudited condensed consolidated financial statements presented herein reflect estimates and assumptions made by management at September 30, 2025. These estimates and assumptions affect, among other things, the Company’s long-lived asset valuations; freight and other income tax contingencies; and the allowance for expected credit losses. Events and changes in circumstances arising after November 6, 2025, including those resulting from the impacts of macroeconomic volatility with respect to trade and tariffs, as well as the ongoing international conflicts, will be reflected in management’s estimates and assumptions for future periods.
Note 2 — Significant Accounting Policies:
For a description of all of the Company’s material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. The following is a summary of any changes or updates to the Company’s critical accounting policies for the current period:
Concentration of Credit Risk — The allowance for credit losses is recognized as an allowance or contra-asset and reflects our best estimate of probable losses inherent in the voyage receivables balance. Activity for allowance for credit losses is summarized as follows:
6
(Dollars in thousands)
Allowance for Credit Losses - Voyage Receivables
Balance at December 31, 2024
86
Provision for expected credit losses
90
The pools in which the Company participates accounted in aggregate for 94% and 98% of consolidated voyage receivables at September 30, 2025 and December 31, 2024, respectively.
Deferred finance charges — Finance charges incurred in the arrangement of new debt and/or amendments resulting in the modification of existing debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the term of the related debt. Unamortized deferred finance charges of $9.3 million and $11.2 million relating to the $500 Million Revolving Credit Facility and the $160 Million Revolving Credit Facility (See Note 8, “Debt”) as of September 30, 2025 and December 31, 2024, respectively, are included in other assets in the accompanying condensed consolidated balance sheets. Unamortized deferred financing charges of $11.6 million and $6.4 million as of September 30, 2025 and December 31, 2024, respectively, relating to the Company’s outstanding debt facilities, are included in debt in the accompanying condensed consolidated balance sheets.
Interest expense relating to the amortization of deferred financing charges amounted to $1.4 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, and $0.8 million and $2.5 million for the three and nine months ended September 30, 2024, respectively.
Vessels construction in progress — Interest costs are capitalized to vessels during the period that vessels are under construction.
Interest capitalized during the three and nine months ended September 30, 2025 totaled $1.2 million and $3.0 million, respectively, and $0.3 million and $0.7 million during the three and nine months ended September 30, 2024, respectively.
Recently Issued Accounting Standards — The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than United States Securities and Exchange Commission (“SEC”) issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. We are currently evaluating the impact of this new guidance on the disclosures to our consolidated financial statements.
Note 3 — Earnings per Common Share:
Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.
The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. Participating securities are defined by ASC 260, Earnings Per Share, as unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method.
Weighted average shares of unvested restricted common stock considered to be participating securities totaled 28,072 and 22,192 for the three and nine months ended September 30, 2025, respectively, and 20,198 and 23,302 for the three and nine months ended September 30, 2024, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class
7
method. As of September 30, 2025, there were 394,800 shares of restricted stock units and 156,975 stock options outstanding and considered to be potentially dilutive securities.
Reconciliations of the numerator and denominator of the basic and diluted earnings per share computations are as follows:
Numerator:
Net income allocated to:
Common stockholders
70,506
91,650
181,670
380,730
Participating securities
40
38
87
171
Denominator:
Weighted-average common shares outstanding, basic
Dilutive effect of stock options
93,319
108,433
83,455
110,201
Dilutive effect of performance-based restricted stock units
70,585
125,599
47,374
124,706
Dilutive effect of restricted stock units
93,900
102,873
80,031
139,963
Weighted-average common shares outstanding, diluted
There were no antidilutive equity awards outstanding during the three months ended September 30, 2025. Awards of 35,713 for the nine months ended September 30, 2025, and 36,060 and 32,300 for the three and nine months ended September 30, 2024, 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 has two reportable segments: Crude Tankers and Product Carriers. Adjusted income from vessel operations for segment purposes is defined as income from vessel operations before general and administrative expenses, other operating expenses, and gain on disposal of vessels and assets, net. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s condensed consolidated financial statements.
Information about the Company’s reportable segments as of and for the three and nine months ended September 30, 2025 and 2024 follows:
8
Crude
Product
Tankers
Carriers
Totals
Three months ended September 30, 2025:
Shipping revenues
96,466
99,922
Time charter equivalent revenues
92,997
99,471
192,468
29,840
35,975
3,830
3,304
18,903
22,267
Loss/(gain) on disposal of vessels and other assets, net
9
(13,667)
Adjusted income from vessel operations
40,425
37,924
78,349
Adjusted total assets at September 30, 2025
1,294,587
1,061,252
2,355,839
Three months ended September 30, 2024:
103,212
121,978
98,821
120,866
219,687
34,217
37,052
4,411
2,834
20,536
18,768
(18)
(13,481)
39,656
62,213
101,869
Adjusted total assets at September 30, 2024
1,453,559
953,451
2,407,010
Nine months ended September 30, 2025:
288,268
287,155
276,534
283,098
559,632
88,273
111,991
10,339
15,567
56,351
65,873
(9,871)
(25,037)
121,571
89,667
211,238
Expenditures for vessels and vessel improvements
13,524
175,022
188,546
6,547
56,634
63,181
Nine months ended September 30, 2024:
355,458
401,542
343,639
398,824
742,463
94,644
107,846
11,728
9,113
60,571
49,403
(20)
(41,382)
176,696
232,462
409,158
763
215,826
216,589
6,333
37,522
43,855
Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:
Add: Voyage expenses
Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represent shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAP measure, provide additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.
Reconciliations of total adjusted income from vessel operations of the segments to net income, as reported in the condensed consolidated statements of operations follow:
Total adjusted income from vessel operations of all segments
General and administrative expenses
(11,804)
(13,411)
(37,186)
(37,494)
(1,520)
(985)
(1,737)
(2,715)
(168)
13,658
13,499
34,908
41,402
Consolidated income from vessel operations
Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:
September 30, 2024
Adjusted total assets of all segments
Corporate unrestricted cash and cash equivalents
Short-term investments
Other unallocated amounts
21,170
27,527
Consolidated total assets
2,587,846
Note 5 — Vessels:
Vessel Acquisitions and Construction Commitments
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 Shipbuilding Co., Ltd.’s shipyard for an aggregate cost of approximately $359 million. On September 12, 2025, the first of six LR1 was delivered to the Company. The remaining five LR1s are expected to be delivered between the fourth quarter of 2025 through the third quarter of 2026. The remaining commitments on the contracts for the construction of the LR1 newbuilds as of
10
September 30, 2025 were $229.7 million, which will be paid through a combination of borrowings under the ECA Credit Facility (See Note 8, “Debt”) and available liquidity.
On November 28, 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 five transactions between December 2024 and February 2025, with a net cash outflow of $2.9 million, representing the difference in transaction prices among the five vessels. In conjunction with the agreements, the buyer of each vessel was required to lodge a deposit equal to 10% of the vessel’s purchase price into an escrow account, and to ensure that all five vessel transactions were executed, the seller of each vessel was also required to make an additional security deposit of $2.5 million into an escrow account. These security deposits were refunded to each respective seller after all five vessel transactions were completed in February 2025.
In August 2025, the Company entered into a memorandum of agreement to purchase a 2020-built, scrubber-fitted VLCC for $119 million that is expected to deliver during the fourth quarter of 2025. The vessel purchase is expected to be funded with proceeds from vessel sales and available liquidity.
Disposal/Sales of Vessels
During the nine months ended September 30, 2025, the Company delivered one 2010-built VLCC, one 2011-built VLCC, two 2006-built LR1s, two 2007-built MRs, and three 2008-built MRs to their buyers and recognized an aggregate gain of $34.9 million.
In October 2025, the Company entered into memoranda of agreements for the sale of three 2007-built MR Product Carriers for net proceeds of approximately $36.8 million after fees and commissions. The vessels are expected to deliver to their buyers in the fourth quarter of 2025, at which time the Company will recognize gains on the sales.
Note 6 — Variable Interest Entities (“VIEs”):
Unconsolidated VIEs
As of September 30, 2025, all six commercial pools in which the Company participates were determined to be VIEs for which the Company is not considered a primary beneficiary.
The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the unconsolidated VIEs as of September 30, 2025:
Condensed Consolidated Balance Sheet
In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these unconsolidated VIEs by assuming a complete loss of the Company’s investment in these VIEs. The table below compares the Company’s liability in the condensed consolidated balance sheet to the maximum exposure to loss at September 30, 2025:
Maximum Exposure toLoss
Other Liabilities
–
11
In addition, as of September 30, 2025, the Company had approximately $143.0 million of trade receivables due from the pools in which it participates. These trade receivables, which are included in voyage receivables in the accompanying condensed consolidated balance sheet, have been excluded from the above tables and the calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such a loss is probable of occurring as of September 30, 2025.
Note 7 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures:
The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:
Fair Value Level
Level 1
2030 Bonds
(250,130)
ECA Credit Facility(1)
(40,775)
Level 2
$500 Million Revolving Credit Facility (1)
(144,581)
Ocean Yield Lease Financing (1)
(260,788)
(282,627)
BoComm Lease Financing (2)
(180,916)
(188,370)
Toshin Lease Financing (2)
(10,678)
(11,662)
Hyuga Lease Financing (2)
(10,583)
(11,776)
Kaiyo Lease Financing (2)
(9,444)
(10,554)
Kaisha Lease Financing (2)
(9,434)
(10,656)
Derivatives
At September 30, 2025, the Company was party to amortizing interest rate swap agreements with major financial institutions participating in the $500 Million Revolving Credit Facility that effectively convert the Company’s interest rate exposure from a three-month SOFR floating rate to a fixed rate of 2.84% through the maturity date of February 22, 2027. The interest rate swap agreements, which contain no leverage features, are designated and qualify as cash flow hedges and have a remaining aggregate notional value of $145.9 million as of September 30, 2025, covering for accounting purposes, $145.9 million of debt outstanding under the Ocean Yield Lease Financing. Also, as of September 30, 2025, approximately $1.0 million in gain from previously terminated interest rate swaps is expected to be amortized out of accumulated other comprehensive loss to earnings over the next 12 months.
Derivatives are recorded on a net basis by counterparty when a legal right of offset exists. The Company had the following amounts recorded on a net basis by transaction in the accompanying unaudited condensed consolidated balance sheets related to the Company’s use of derivatives as of September 30, 2025 and December 31, 2024:
12
Long-term derivative assets
September 30, 2025:
Derivatives designated as hedging instruments:
Interest rate swaps
250
December 31, 2024:
453
The following tables present information with respect to gains and losses on derivative positions reflected in the condensed consolidated statements of operations or in the condensed consolidated statements of comprehensive income.
The effect of cash flow hedging relationships recognized in other comprehensive income/(loss) excluding amounts reclassified from accumulated other comprehensive income for the three and nine months ended September 30, 2025 and 2024 follows:
79
(2,383)
68
1,766
Total other comprehensive income/(loss)
The effect of the Company’s cash flow hedging relationships on the condensed consolidated statement of operations for the three and nine months ended September 30, 2025 and 2024 follows:
(630)
(1,734)
(2,161)
(5,699)
Discontinued hedging instruments:
Interest rate swap
(278)
(160)
(346)
(769)
Total interest expense
(908)
(1,894)
(2,507)
(6,468)
See Note 11, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive income/(loss).
The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis:
Derivative Assets (interest rate swaps)
1,039
3,334
Level 2(1)
13
Note 8 — Debt:
Debt consists of the following:
$500 Million Revolving Credit Facility, due 2030
144,581
ECA Credit Facility, due 2037, net of unamortized deferred finance costs of $1,501
39,274
2030 Bonds, due 2030, net of unamortized deferred finance costs of $4,737
245,263
Ocean Yield Lease Financing, due 2031, net of unamortized deferred finance costs of $1,809 and $2,154
258,979
280,473
BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $2,907 and $3,438
206,080
216,343
Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $202 and $243
11,454
12,510
Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $169 and $207
11,182
12,270
Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $137 and $174
9,900
11,059
Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $141 and $183
9,884
11,171
792,016
688,407
Less current portion(1)
(282,489)
(50,054)
Long-term portion
Capitalized terms used hereafter have the meaning given in these condensed consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.
ECA Credit Facility
On August 20, 2025, the Company entered into a credit agreement (the “ECA Credit Facility”) with DNB Bank ASA, New York Branch, as facility agent, K-Sure agent, security agent and hedge counterparty; DNB Capital LLC, as lender; and DNB Markets, Inc., as arranger. The ECA Credit Facility consists of (1) a 12-year term loan facility of up to $239.7 million and (2) a commercial credit facility of up to $91.9 million, collectively for use in respect of partly financing the acquisition of six LR1 newbuildings currently 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 (when delivered) a first lien on the vessels and the earnings, insurances, and certain other assets of those entities. A portion of each tranche of term loans are insured by Korea Trade Insurance Corporation (“K-Sure”), up to the aggregate approximate amount of $239.7 million (reflecting approximately 70% of the anticipated contract price of the first four vessels and approximately 60% of the contract price of the last two vessels). Each K-Sure covered term loan tranche shall be repaid in 24 equal consecutive semi-annual installments, the first of which shall be paid on the date falling six months after the loan is drawn. Any amounts outstanding under the commercial credit facility in respect of a vessel shall be repaid on the relevant maturity date of the K-Sure covered term loan tranche. The maturity dates for the ECA Credit Facility are subject to acceleration upon the occurrence of certain events, including prepayment options held by lenders which are exercisable on the sixth anniversary of each borrowing.
Interest on the ECA Credit Facility will be calculated based upon applicable Term SOFR plus the margin. The margin in respect of a K-Sure covered tranche is 1.10% per annum and the margin in respect of the commercial tranche is 1.45% per annum.
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On September 12, 2025, the Company borrowed an initial $40.8 million under the ECA Credit Facility upon the delivery of the first LR1 newbuilding.
The ECA Credit Facility also contains customary representations, warranties, restrictions and covenants applicable to the Company, including financial covenants that require the Company to (i) maintain a minimum liquidity level of the greater of $50 million and 5% of the Company’s Consolidated Indebtedness; (ii) ensure the Company’s and its consolidated subsidiaries’ maximum leverage ratio will not exceed 0.65 to 1.00 at any time; and (iii) ensure that current assets exceeds current liabilities (which is defined to exclude the current potion of Consolidated Indebtedness).
On September 23, 2025, the Company issued $250 million aggregate principal amount of 7.125% senior unsecured bonds maturing on September 23, 2030, unless earlier redeemed or repurchased (the “2030 Bonds”), at an issue price of 100%.
Interest will be paid semi-annually in arrears on March 23 and September 23 each year (and subject to business day conventions), commencing March 23, 2026. The 2030 Bonds are senior unsecured obligations of the Company and will be equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The 2030 Bonds have a denomination of $125,000, and application will be made to list the 2030 Bonds on the Oslo Stock Exchange.
The 2030 Bonds include customary representations, warranties, restrictions and covenants applicable to the Company and certain of its subsidiaries. These include financial covenants that are generally consistent with existing financial covenants in the Company’s revolving credit facilities and require the Company to (i) maintain a minimum free liquidity level of the greater of $50 million and 5% of the Company’s total indebtedness; (ii) ensure the Company’s and its consolidated subsidiaries’ ratio of net indebtedness to consolidated total capitalization is less than 0.65 to 1.00 at any time; (iii) ensure that current assets exceed current liabilities (defined to exclude the portion of consolidated indebtedness maturing within 12 months of the determination date) and (iv) have a minimum level of free liquidity in order to make permitted distributions. The 2030 Bonds also contain certain restrictions on distributions, mergers, consolidations and transfers of substantially all of the Company’s assets.
Upon the occurrence of specified put option events (a change of control or a share delisting event), the Company is required to offer to repurchase the 2030 Bonds at 101% of the principal amount, plus accrued and unpaid interest to the purchase date. In addition, the Company may redeem all of the outstanding 2030 Bonds at its option at a redemption price equal to 100% of the principal amount redeemed if, as a result of a change in applicable law implemented after September 17, 2025 or any decision by any applicable taxing authority made after that date, the Company is or will be required to gross up its payments of interest on the 2030 Bonds to compensate for a withholding tax. Furthermore, on or prior to the interest payment date in March 2028, the Company may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price equal to 100% of the principal amount of the 2030 Bonds redeemed, plus a “make whole” premium and accrued and unpaid interest and, thereafter, may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price that steps down over time from 103.5625% of the principal amount of the 2030 Bonds to be redeemed (plus accrued and unpaid interest) to 100% of the principal amount (plus accrued and unpaid interest) on or after the interest payment date in March 2030.
The Company will use the net proceeds from the 2030 Bonds to finance the repurchase of the six VLCCs secured by the Ocean Yield Lease Financing on the November 2025 purchase option exercise date (for which the Company has tendered irrevocable notice of its intention to exercise purchase options, as described below) and for general corporate purposes.
The 2030 Bonds were offered outside the United States in reliance on Regulation S under the Securities Act of 1933 (the “Securities Act”) and in the United States and its territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The 2030 Bonds were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
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$500 Million Revolving Credit Facility and $160 Million Revolving Credit Facility
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 acquired in the vessel exchange transactions described in Note 5, “Vessels,” were pledged as collateral under the $500 Million Revolving Credit 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 amendments to each of the $500 Million Revolving Credit Facility and $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. Pursuant to the amendments, the Borrower and certain subsidiary guarantors originally formed in the Republic of the Marshall Islands or the Republic of Liberia, as applicable, will be permitted to redomicile to Bermuda. The contemplated redomiciliations are expected to take place during the fourth quarter of 2025 (see Note 9, “Taxes”). There were no other material changes to the terms of the Credit Facilities.
During the nine months ended September 30, 2025, an additional $20.0 million was drawn and $164.6 million of the principal balance outstanding under the $500 Million Revolving Credit Facility was repaid, leaving no outstanding principal balance and an undrawn revolver capacity of $436.4 million on this facility as of September 30, 2025.
Ocean Yield Lease Financing
In April 2025, the Company tendered an irrevocable notice of its intention to exercise purchase options in November 2025 on six VLCCs that are currently bareboat chartered-in. The $257.7 million estimated aggregate purchase price for the six vessels represents the expected remaining debt balance outstanding under the Ocean Yield Lease Financing on November 10, 2025, the purchase option exercise date. The Company will use the net proceeds from the 2030 Bonds and available liquidity to finance the repurchase of the six VLCCs.
Debt Covenants
The Company was in compliance with the financial and non-financial covenants under all of its financing arrangements as of September 30, 2025.
Interest Expense
Total interest expense before the impact of capitalized interest, including amortization of deferred financing costs, commitment, administrative and other fees for all of the Company’s debt facilities for the three and nine months ended September 30, 2025 was $10.7 million and $33.3 million, respectively, and for the three and nine months ended September 30, 2024 was $12.6 million and $37.8 million, respectively. Interest paid, net of interest rate swap cash settlements, for the Company’s debt facilities for the three and nine months ended September 30, 2025 was $8.4 million and $27.4 million, respectively, and for the three and nine months ended September 30, 2024 was $11.3 million and $34.5 million, respectively.
Note 9 — Taxes:
As of September 30, 2025, the Company qualifies for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for the 2025 calendar year, as less than 50 percent of the total value of the Company’s stock was held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2025.
The Company reviews its provisions for uncertain tax positions relating to freight taxes in various tax jurisdictions on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly. There were no changes in such reserve recorded during the three and nine months ended September 30, 2025 and 2024.
16
Additionally, a number of countries have drafted or are actively considering drafting legislation to implement the Organization for Economic Cooperation and Development's (“OECD”) international tax framework, including the Pillar Two Model Rules. These model rules call for a minimum global tax of 15% on large multinational enterprises with possible application from January 1, 2024 or later, depending on implementation by the individual countries in which the Company is domiciled. As currently enacted, the Pillar Two Model Rules are expected to have no impact on the Company’s consolidated financial statements in 2025, however, beginning in September 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliance with evolving global tax regulations that are focused on the alignment of the jurisdictions in which an entity’s commercial or strategic management are performed with where its profits are realized, the Company began the process of changing the domicile of its international shipping income generating vessel-owning subsidiaries and various intermediate parent holding companies under International Seaways, Inc. (the “Bermuda Constituent Entity Group”) from the Marshall Islands and Liberia to Bermuda. The Company itself will remain organized under the laws of the Republic of the Marshall Islands. The Company expects the redomiciliation process to be completed by the end of the fourth quarter of 2025.
Bermuda enacted the Corporate Income Tax Act on December 27, 2023 (the "Bermuda CIT Act") to ensure that Bermuda (a member of the OECD/G20 Inclusive Framework) is an adhering jurisdiction with respect to Pillar Two and to mitigate against top-up tax being collected by other jurisdictions on Bermuda-realized income. The Bermuda CIT Act, imposes a 15% Bermuda corporate income tax effective for fiscal years beginning on or after January 1, 2025 on Bermuda companies within a “Multinational Enterprise Group” with consolidated annual revenue of €750 million or more in two of the four previous fiscal years. Where corporate income tax is chargeable to a Bermuda Constituent Entity Group (as defined in the Bermuda CIT Act), the amount of corporate income tax chargeable for a fiscal year will be 15% of the net taxable income of the Bermuda Constituent Entity Group as determined in accordance with and subject to the adjustments set out in the Bermuda CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities). In general, income arising from international shipping is exempted from the scope of such tax to the extent that the applicable substance based requirements relating to strategic or commercial management in Bermuda are satisfied. Accordingly, in compliance with the Bermuda CIT Act and the Bermuda economic substance requirements described below, the strategic management of the Company’s international shipping income generating subsidiaries and their intermediate parent holding companies will be carried out from Bermuda, following their redomiciliation.
Under current Bermuda tax law (including the Bermuda CIT Act), there are no withholding taxes payable in Bermuda on distributions the Company may receive from its wholly-owned Bermuda constituent entities. All entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government. We will also pay annual government fees to the Bermuda government. Bermuda currently has no tax treaties in place with other countries in relation to double-taxation or for the withholding of tax for foreign tax authorities. Bermuda has entered into a number of Tax Information Exchange Agreements with countries such as Australia, Canada, China, France, Germany, India, Japan, Mexico, UK, and the US, among others to allow for the exchange of tax-related information to combat tax evasion.
The Bermuda constituent entities will also be subject to the Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (together the “Economic Substance Framework”) following their redomiciliation. The Economic Substance Framework provides that a registered entity that carries on a relevant activity complies with economic substance requirements if (a) it is directed and managed in Bermuda, (b) its core income-generating activities (as may be prescribed) are undertaken in Bermuda with respect to the relevant activity, (c) it maintains adequate physical presence in Bermuda, (d) it has adequate full time employees in Bermuda with suitable qualifications and (e) it incurs adequate operating expenditure in Bermuda in relation to the relevant activity. A registered entity that carries on a relevant activity is obliged under the Economic Substance Framework to file a declaration in the prescribed form with the Registrar of Companies on an annual basis.
Note 10 — Capital Stock and Stock Compensation:
Share Repurchase Program
No shares were acquired under the Company’s $50 million stock repurchase program during the three and nine months ended September 30, 2025. In October 2025, the Company’s Board of Directors authorized the extension of the expiry date of its share repurchase program from December 31,2025 to December 31, 2026.
17
In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased 12,249 and 159,449 shares of common stock during the three and nine months ended September 30, 2025, respectively, at an average cost of $47.52 and $34.19 per share (based on the closing market prices on the dates of vesting or exercise), respectively, from employees and certain members of management to cover withholding taxes. Similarly, the Company repurchased 158,591 shares of common stock during the nine months ended September 30, 2024, respectively, at an average cost of $53.42 per share.
Shares of Common Stock
The following table shows the changes in shares of common stock outstanding:
Common stock outstanding at beginning
49,366,276
49,674,286
49,194,458
48,925,562
Common stock issued - vessel acquisitions
623,778
Restricted common stock issued - non-executive directors
20,198
28,072
Common stock issued - vesting or exercise of share-based compensation
17,442
308,388
283,537
Common stock withheld for employee taxes
(12,249)
(159,449)
(158,591)
Common stock repurchased
(501,646)
Common stock outstanding at ending
49,371,469
49,192,838
Stock-based Compensation
The Company accounts for stock-based compensation expense in accordance with the fair value method required by ASC 718, Compensation – Stock Compensation, which requires share-based payment transactions to be measured according to the fair value of the equity instruments issued.
Director Compensation – Restricted Common Stock
In June 2025, the Company awarded a total of 28,072 restricted common stock shares to its non-employee directors. The weighted average fair market value of INSW’s stock on the measurement date of such awards was $37.04 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 10, 2026, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting date, a holder of restricted share awards otherwise has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally.
Management Compensation
Stock Options
There were no stock options granted during the three and nine months ended September 30, 2025 and 2024. A total of 17,442 and 65,179 stock options were exercised during the nine months ended September 30, 2025 and 2024, respectively, by certain senior officers and employees of the Company at an average exercise price of $47.52 and $21.74 per share, respectively. After withholdings for taxes and exercise costs, the Company issued a total of 5,193 and 18,765 shares during the nine months ended September 30, 2025 and 2024, respectively, in conjunction with these exercises.
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Restricted Stock Units
During the nine months ended September 30, 2025, the Company granted 138,037 time-based restricted stock units (“RSUs”) to certain of its senior officers and employees. The weighted average grant date fair value of these awards was $35.31 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. All of the RSUs awarded will vest in equal installments on each of the first three anniversaries of the grant date.
During the nine months ended September 30, 2025, the Company also granted 107,768 performance-based RSUs to certain of its senior officers and employees. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on December 31, 2027, subject to INSW’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 award agreements; and (ii) one-half of the target RSUs shall vest on December 31, 2027, subject to INSW’s three-year total shareholder return (“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 the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15, 2028. The weighted average grant date fair value of the awards with performance conditions was determined to be $34.18 per RSU. The weighted average grant date fair value of the TSR based performance awards which have a market condition was estimated using a Monte Carlo probability model and determined to be $26.51 per RSU.
Dividends
During 2025, the Company’s Board of Directors declared and paid the following regular quarterly and supplemental dividends:
Declaration Date
Record Date
Payment Date
Regular Quarterly Dividend per Share
Supplemental Dividend per Share
Total Dividends Paid (Dollars in Thousands)
February 26, 2025
March 14, 2025
March 28, 2025
0.12
0.58
34,495
May 7, 2025
June 12, 2025
June 26, 2025
0.48
29,620
August 5, 2025
September 10, 2025
September 24, 2025
0.65
38,012
On November 5, 2025, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental dividend of $0.74 per share of common stock. Both dividends will be paid on December 23, 2025 to stockholders of record as of December 9, 2025.
Note 11 — Accumulated Other Comprehensive Loss:
The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:
Unrealized gains on derivative instruments
2,737
5,176
Items not yet recognized as a component of net periodic benefit cost (pension plans)
(13,181)
(13,037)
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The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three and nine months ended September 30, 2025 and 2024 follow:
Unrealized gains on cash flow hedges
Items not yet recognized as a component of net periodic benefit cost
Balance as of June 30, 2025
3,566
(13,712)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss
269
348
Amounts reclassified from accumulated other comprehensive (loss)/income
(646)
Balance as of September 30, 2025
Balance as of June 30, 2024
8,924
(10,340)
(3,530)
(5,913)
Amounts reclassified from accumulated other comprehensive loss
Balance as of September 30, 2024
4,647
(13,870)
Unrealized losses on cash flow hedges
Balance as of December 31, 2024
(918)
(850)
774
(1,733)
Balance as of December 31, 2023
9,349
(10,412)
(3,458)
(1,692)
Amounts reclassified out of each component of accumulated other comprehensive loss follow:
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Statement of Operations Line Item
Reclassifications of gains on cash flow hedges:
Interest rate swaps entered into by the Company's subsidiaries
Reclassifications of losses on discontinued hedging instruments:
Interest rate swap entered into by the Company's subsidiaries
(pension plans):
Net periodic benefit costs associated with pension and
postretirement benefit plans
Total before and net of tax
At September 30, 2025, the Company expects that it will reclassify $0.8 million (gross and net of tax) of net gain on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months attributable to interest rate swaps held by the Company.
See Note 7, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures relating to derivative instruments.
Note 12 — Revenue:
Revenue Recognition
The majority of the Company’s contracts for pool revenues, time charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are short term which are cancellable with up to 90 days’ notice. As of September 30, 2025, the Company is a party to time charter out contracts with customers on three VLCCs, one Suezmax, one Aframax, one LR2, and eight MRs with expiry dates ranging from October 2025 to April 2030. The Company’s contracts with customers for voyage charters are short term and vary in length based upon the duration of each voyage. Lease revenue for non-variable lease payments is recognized over the lease term on a straight-line basis and lease revenue for variable lease payments (e.g., demurrage) is recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.
Lightering services provided by the Company’s Crude Tanker Lightering Business, and voyage charter contracts that do not meet the definition of a lease are accounted for as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.
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The following tables present the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three and nine months ended September 30, 2025 and 2024:
Revenues from leases
Pool revenues
67,776
78,247
19,252
19,788
Voyage charter revenues from non-variable lease payments
46
1,887
1,933
Revenues from services
Voyage charter revenues from lightering services
9,392
Total shipping revenues
67,674
102,333
18,595
18,247
2,525
1,398
3,923
14,418
206,894
225,497
52,551
59,075
272
2,583
2,855
28,551
246,979
356,991
59,291
39,739
4,550
4,812
9,362
44,638
Contract Balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606.
22
Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.
Voyage receivables - Billed receivables
Contract assets (Unbilled voyage receivables)
Contract liabilities (Deferred revenues and off hires)
Opening balance as of January 1, 2025
4,086
258
Closing balance as of September 30, 2025
4,513
28
We receive payments from customers based on the schedule established in our contracts. Contract assets relate to our conditional right to consideration for our completed performance obligations under contracts and decrease when the right to consideration becomes unconditional or payments are received. Contract liabilities include payments received in advance of performance under contracts and are recognized when performance under the respective contract has been completed. Deferred revenues allocated to unsatisfied performance obligations will be recognized over time as the services are performed.
Performance Obligations
All of the Company’s performance obligations are generally transferred to customers over time. The expected duration of services is less than one year. There were no material adjustments in revenues from performance obligations satisfied in previous periods recognized during the three and nine months ended September 30, 2025 and 2024, respectively.
Costs to Obtain or Fulfill a Contract
As of September 30, 2025, there were no unamortized deferred costs of obtaining or fulfilling a contract.
European Union’s Emissions Trading System
The European Union’s Emissions Trading System (“EU ETS”) emissions allowances (“EUA”) are valued based upon a market approach utilizing prices published on an EUA market index. The value of the EUAs to be provided to the Company pursuant to the terms of its agreements with the charterers of its vessels and the commercial pools in which it participates is included in shipping revenues in the condensed consolidated statements of operations. The value of the EUA obligations incurred by the Company under the EU ETS while its vessels are on-hire is included in voyage expenses, or in vessel expenses while its vessels are off-hire, in the condensed consolidated statements of operations.
Any EUAs held by the Company are intended to be used to settle its EUA obligations and are accounted for as intangible assets. As of September 30, 2025, the value of EUAs held by the Company relating to 2025 emissions that are required to be surrendered to the EU authorities in September 2026 is approximately $1.1 million and is included in other current assets in the condensed consolidated balance sheet.
The following table presents the components of the non-cash revenues and expenses recognized for EUAs earned and incurred during the three and nine months ended September 30, 2025 and 2024:
1,230
910
5,463
2,954
423
455
1,483
946
1,653
1,365
6,946
3,900
The value of EUAs due to the Company from its charterers or commercial pools in which it participates, and the value of the EUAs the Company is obligated to surrender to the EU authorities is $4.8 million as of September 30, 2025. The receivables are included in
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other receivables, in the condensed consolidated balance sheet and $5.9 million of the obligations are included in other current liabilities in the condensed consolidated balance sheet.
Note 13 — Leases:
As permitted under ASC 842, the Company has elected not to apply the provisions of ASC 842 to short term leases, which include: (i) tanker vessels chartered-in where the duration of the charter was one year or less at inception; (ii) workboats employed in the Crude Tankers Lightering business which have a lease term of 12-months or less; and (iii) short term leases of office and other space.
Contracts under which the Company is a Lessee
The Company currently has two major categories of leases – chartered-in vessel and leased office and other space. The expenses recognized during the three and nine months ended September 30, 2025 and 2024 for the lease component of these leases are as follows:
Operating lease cost
Vessel assets
2,494
2,393
11,714
7,127
Office and other space
227
226
681
678
45
76
135
Short-term lease cost
Vessel assets (1)
1,244
1,173
3,795
3,671
Total lease cost
4,011
3,837
16,266
11,611
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases
12,609
8,072
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Supplemental balance sheet information related to leases was as follows:
(5,617)
(14,617)
(6,206)
(8,715)
Total operating and finance lease liabilities
(11,823)
(23,332)
Weighted average remaining lease term - operating leases
4.75 years
3.37 years
Weighted average discount rate - operating leases
4.97%
5.51%
1. Charters-in of vessel assets:
As of September 30, 2025, the Company has a commitment to time charter-in one LR1 through March 2026. The remaining minimum lease liabilities and related number of operating days under the operating lease this operating lease as of September 30, 2025 are as follows:
Amount
Operating Days
2,490
92
2026
1,949
72
Total lease payments (lease component only)
4,439
164
less imputed interest
(46)
Total operating lease liabilities
4,393
2. Office and other space:
The Company has operating leases for offices and a lightering workboat dock space. These leases have expiry dates ranging from November 2026 to May 2033.
Payments of lease liabilities for office and other space as of September 30, 2025 are as follows:
319
1,297
2027
1,250
2028
1,077
2029
Thereafter
3,678
Total lease payments
8,698
(1,268)
7,430
Contracts under which the Company is a Lessor
See Note 12, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under ASC 842.
25
The future minimum contracted revenues, before the deduction of brokerage commissions, expected to be received on non-cancelable time charters for three VLCCs, one Suezmax, one Aframax, one LR2, and eight MRs, and the related revenue days as of September 30, 2025 are as follows:
Revenue Days
31,867
1,126
82,808
2,791
39,433
1,259
34,038
1,098
33,945
1,095
7,068
228
Future minimum revenues
229,159
7,597
Future minimum contracted revenues do not include the Company’s share of time charters entered into by the pools in which it participates or profit-sharing above the base rate on the newbuild dual-fuel LNG VLCCs. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.
Note 14 — Other Operating Expenses:
Other operating expenses consist of the following expenses:
Provisions for settlement of multi-employer pension plan obligations
44
1,019
Legal and consulting fees associated with settlement of pension plan obligations
143
941
360
1,696
Write-off of previously deferred costs for expiring shelf registration
697
One-time redomiciliation costs
680
Total other operating expenses
During the third quarter of 2025, the Company recognized $0.7 million of previously deferred costs related to the filing of a Form S-3 registration statement in late-2022, as the Company determined it was not probable that securities would be issued under such registration statement prior to its expiry in December 2025.
See Note 9, “Taxes,” for additional information on the redomiciliation of certain subsidiaries of the Company. Also, see Note 15, “Pension and Other Postretirement Benefit Plans,” for additional information on the Company’s defined benefit pension plan obligations.
Note 15 – Pension and Other Postretirement Benefit Plans:
Defined Benefit Pension Plan
In September 2024, the Company contributed $3.6 million into the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Plan”) to allow the Trustee of the Plan to purchase a $21.0 million insurance contract tailored to match the full value of future Plan benefits payable from the Plan. In this arrangement, the Company’s pension benefit obligation and related risks and rewards are not transferred to the insurance company, and as a result, the Company continues to be responsible for paying the benefits. However, this arrangement generally constitutes an economic settlement of the liability by eliminating relevant risks associated with changes to the
26
obligation, including investment, interest rate and longevity risk. The contract is accounted for as a plan asset in the accompanying condensed consolidated balance sheet as of September 30, 2025. As this arrangement does not qualify for settlement accounting under ASC 715, Compensation – Retirement Benefits, the corresponding obligation is netted against the plan asset in the accompanying condensed consolidated balance sheet at an equal amount.
The Company expects the benefits due to the participants under the Plan to be transferred to the insurance company sometime in calendar year 2027 at the completion of their standard review of the Plan’s underlying data with minimal or no additional cost to the Company. At such time, the Company believes the arrangement will qualify for the settlement accounting.
Note 16 — Contingencies:
INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.
Legal Proceedings Arising in the Ordinary Course of Business
The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries, wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company is covered by insurance (subject to deductibles not material in amount). Each of the claims involves an amount which, in the opinion of management, should not be material to the Company’s financial position, results of operations and cash flows.
In late July 2023, one of the Company’s vessels was arrested in connection with a commercial dispute arising earlier in 2023. Although the vessel was subsequently released, the arresting party sought approximately $25 million in security. The underlying commercial dispute was subject to an arbitration hearing in England. In March 2025, the arbitration tribunal ruled in the Company’s favor by (i) dismissing the arresting party’s claims against the Company, and (ii) awarding the Company the monetary damages it was claiming. The arresting party appealed the arbitration tribunal’s ruling in April 2025, and such appeal was dismissed in September 2025. The Company expects to recover the approximately $5 million of legal fees that it incurred in relation to this matter, representing its share of damages awarded by the arbitration tribunal. Such recovery will be recognized as a reduction in general and administrative expenses upon receipt in a future period. The Company’s ultimate ability to collect the balance of the damages in whole or in part from the arresting party remains uncertain.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. Such forward-looking statements represent the Company’s reasonable expectation with respect to future events or circumstances based on various 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 the Company’s actual results to differ materially from those indicated in these statements. Undue reliance should not be placed on any forward-looking statements and consideration should be given to the following factors when reviewing any such statement. Such factors include, but are not limited to:
The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q and written and oral forward-looking statements attributable to the Company or its representatives after the date of this Quarterly Report on Form 10-Q are qualified in their entirety by the cautionary statement contained in this paragraph and in other reports hereafter filed by the Company with the Securities and Exchange Commission.
INTRODUCTION
This Management’s Discussion and Analysis, which should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto, provides a discussion and analysis of our business, current developments, financial condition, cash flows and results of operations as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024. It is organized as follows:
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This Quarterly Report on Form 10-Q includes industry data and forecasts that we have prepared based, in part, on information obtained from industry publications and surveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. In addition, certain statements regarding our market position in this report are based on information derived from internal market studies and research reports. Unless we state otherwise, statements about the Company’s relative competitive position in this report are based on our management’s beliefs, internal studies and management’s knowledge of industry trends.
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 business includes two reportable segments: Crude Tankers and Product Carriers. For the three and nine months ended September 30, 2025 we derived 52% and 51%, respectively, of our TCE revenues from our Product Carriers segment compared with 55% and 54% for the three and nine months ended September 30, 2024, respectively. Revenues from our Crude Tankers segment constituted the balance of our TCE revenues in the 2025 and 2024 periods.
As of September 30, 2025, the Company’s operating fleet consisted of 71 wholly-owned or lease financed and time chartered-in vessels aggregating 8.2 million deadweight tons (“dwt”). In addition to our operating fleet of 71 vessels, five LR1 newbuilds are scheduled for delivery to the Company between the fourth quarter of 2025 and third quarter of 2026, bringing the total operating and newbuild fleet to 76 vessels. Our fleet includes VLCC, Suezmax and Aframax crude tankers and LR2, LR1 and MR product carriers.
The Company’s revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by the Company and the trades in which those vessels operate. 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 market forces such as the supply and demand for oil, the distance that 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 is significantly affected by the state of the global economy, levels of U.S. domestic and international production and OPEC exports. The number of vessels available to transport cargo is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, recycling or conversions. 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 or bareboat charter) charters. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, the Company measures the performance of its fleet of vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved. In order to take advantage of market conditions and optimize economic performance, management employs all of the Company’s LR1 product carriers, which currently participate in the Panamax International Pool, in the transportation of crude oil cargoes.
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Our revenues are derived primarily from spot market voyage charters and our vessels are predominantly employed in the spot market via market-leading commercial pools. We derived approximately 81% of our total TCE revenues in the spot market for the three and nine months ended September 30, 2025, compared with 84% and 87% for the three and nine months ended September 30, 2024, respectively. The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters for three VLCCs, one Suezmax, one Aframax, one LR2, and eight MRs, as of September 30, 2025 are as follows:
(Dollars in millions)
Amount(1)
31.9
82.8
39.4
34.0
33.9
7.1
229.2
Operations and Oil Tanker Markets:
The International Energy Agency (“IEA”) estimates global oil consumption for the third quarter of 2025 at 104.8 million barrels per day (“b/d”), up 0.7% from the same quarter in 2024. The estimate for global oil consumption for 2025 is 103.8 million b/d, an increase of 0.7% over the 2024 estimate of 103.1 million b/d. OECD demand in 2025 is estimated to remain flat at 45.8 million b/d, while non-OECD demand is estimated to increase by 1.2% to 58.0 million b/d.
Global oil production in the third quarter of 2025 was 106.6 million b/d, an increase of 3.9 million b/d from the third quarter of 2024. OPEC crude oil production averaged 27.9 million b/d in the third quarter of 2025, up 0.8 million b/d from the second quarter of 2025, and an increase of 1.4 million b/d from the third quarter of 2024. Non-OPEC production increased by 2.5 million b/d to 73.1 million
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b/d in the third quarter of 2025 compared with the third quarter of 2024. Oil production in the U.S. of 13.6 million b/d in the third quarter of 2025 increased by 1.3% from the second quarter of 2025 and by 3.3% from the third quarter of 2024.
U.S. refinery throughput increased by 1.0 million b/d to 17.4 million b/d in the third quarter of 2025 compared with the second quarter of 2025.
U.S. crude oil imports in the third quarter of 2025 decreased by 11.1% to 6.3 million b/d compared with the third quarter of 2024, with imports from OPEC countries decreasing by 0.4 million b/d and imports from non-OPEC countries decreasing by 0.4 million b/d. China’s crude oil imports in September were 11.5 million b/d, up 3.9% from September 2024. Year-to-date, imports are up 2.6% compared with the corresponding period in 2024.
OECD commercial crude inventories in the third quarter of 2025 decreased by 1.0%, or 13 million barrels, compared with the second quarter of 2025. OECD commercial product inventories in the third quarter of 2025 decreased by 2.2%, or 33 million barrels, compared with the second quarter of 2025.
During the third quarter of 2025, the tanker fleet of vessels over 10,000 dwt increased, net of vessels recycled, by 5.1 million dwt. The crude fleet increased by 3.2 million dwt, with VLCCs, Suezmaxes and Aframaxes increasing by 0.6 million dwt, 1.4 million dwt and 1.2 million dwt, respectively. The product carrier fleet increased by 1.9 million dwt, with LR1s increasing by 0.2 million dwt and MRs increasing by 1.6 million dwt. Year-over-year, the size of the tanker fleet increased by 13.6 million dwt with the increases of 0.6 million dwt, 3.8 million dwt, 4.8 million dwt and 4.4 million dwt in the VLCCs, Suezmax, Aframax and MR fleets, respectively. The LR1 fleet remained flat.
During the third quarter of 2025, the tanker orderbook decreased by 1.2 million dwt. The crude tanker orderbook increased by 2.4 million dwt. The VLCC and Suezmax orderbooks increased by 3.2 million dwt and 0.3 million dwt, respectively, while the Aframax orderbook decreased by 1.0 million dwt. The product carrier orderbook decreased by 1.3 million dwt, with the LR1 and MR orderbooks decreasing by 0.3 million dwt and 1.0 million dwt, respectively. Year-over-year, the total tanker orderbook increased by 10.2 million dwt, with increases in VLCC, Suezmaxes and LR1s of 10.2 million dwt, 3.8 million dwt and 0.4 million dwt, respectively. The Aframax orderbook decreased by 3.7 million dwt and the MR orderbook decreased by 0.5 million dwt.
Tanker rates remained mostly flat in the third quarter of 2025 compared with the second quarter of 2025. Global economic turmoil stemming from fluctuating announcements of trade barriers has created uncertainty for tanker demand. Generally, trade disruptions are positive for shipping, however, trade barriers can lead to demand destruction, which would be negative. Currently, rates remain significantly over cash breakeven levels.
Update on Critical Accounting Estimates and Policies:
The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates in the application of its accounting policies based on the best assumptions, judgments and opinions of management. For a description of all of the Company’s material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. See Note 2, “Significant Accounting Policies,” to the accompanying condensed consolidated financial statements for any changes or updates to the Company’s critical accounting policies for the current period.
Results from Vessel Operations:
During the third quarter of 2025, income from vessel operations decreased by $22.3 million to $78.7 million from $101.0 million in the third quarter of 2024. Such decrease resulted principally from lower TCE revenues, partially offset by decreased vessel expenses in the current quarter.
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TCE revenues in the third quarter of 2025 decreased by $27.2 million, or 12%, to $192.5 million from $219.7 million in the third quarter of 2024. This decrease reflects (i) an aggregate $19.7 million rates-based decline resulting from lower average daily rates earned in the Company’s Suezmax, LR1 and MR sectors, (ii) a $11.6 million aggregate days-based decline in the VLCC, LR1 and MR fleets, which reflects the sales of 12 older vessels in these three fleets between April 2024 and September 2025, partially offset by the acquisition of nine modern MRs between April 2024 and January 2025, and (iii) a $4.1 million decline in Lightering revenues. These decreases were partially offset by (iv) a $7.1 million aggregate rates-based increase in the VLCC and Aframax sectors.
During the first nine months of 2025, income from vessel operations decreased by $203.0 million to $207.2 million from $410.2 million in the first nine months of 2024. Such decrease resulted principally from a $182.8 million decrease in TCE revenues and increased depreciation and amortization in the current period.
The decrease in TCE revenues in the first nine months of 2025 of $182.8 million, or 25%, to $559.7 million from $742.5 million in the first nine months of 2024 was attributable to (i) an aggregate $183.9 million rates-based decline resulting from lower average daily rates earned across INSW’s fleet sectors, (ii) a $19.1 million days-based decline in the VLCC fleet primarily due to the 2025 vessel sales noted above and (iii) a $14.3 million decline in Lightering revenues. These decreases were partially offset by (iv) a $29.0 million aggregate days-based increase in the MR and LR1 sectors, driven by the timing of the vessel acquisitions and sales described above for the quarter-over-quarter period and 163 more LR1 time chartered-in days in the current period.
See Note 4, “Business and Segment Reporting,” to the accompanying condensed consolidated financial statements for additional information on the Company’s segments, including reconciliations of (i) time charter equivalent revenues to shipping revenues and (ii) adjusted income from vessel operations for the segments to income before income taxes, as reported in the condensed consolidated statements of operations.
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Crude Tankers
(Dollars in thousands, except daily rate amounts)
TCE revenues
(29,840)
(34,218)
(88,273)
(94,643)
(3,830)
(4,411)
(10,339)
(11,728)
(18,903)
(20,536)
(56,351)
(60,571)
Adjusted income from vessel operations (a)
Average daily TCE rate
36,671
36,587
36,950
43,350
Average number of owned vessels (b)
19.0
21.0
19.2
Average number of vessels chartered-in
9.1
9.2
9.0
Number of revenue days (c)
2,536
2,701
7,484
7,927
Number of ship-operating days: (d)
Owned vessels
1,748
1,932
5,247
5,754
Vessels bareboat chartered-in under leases (e)
828
2,457
2,466
Vessels spot chartered-in under leases (f)
49
34
The following tables provide a breakdown of TCE rates achieved for the three and nine months ended September 30, 2025 and 2024, between spot and fixed earnings and the related revenue days. The information in this table is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $1,295 and $1,132 per day for the three months ended September 30, 2025 and 2024, respectively, and $1,113 and $1,055 per day for the nine months ended September 30, 2025 and 2024, respectively, as well as activity in the Crude Tankers Lightering business and 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 net of broker/address commissions.
Spot Earnings
Fixed Earnings
VLCC(1):
Average rate
34,809
41,552
29,711
31,903
Revenue days
627
276
881
Suezmax:
33,310
34,316
38,044
30,979
1,096
91
1,014
183
Aframax(2):
28,457
38,665
25,119
38,574
261
89
186
35,875
39,459
40,111
36,702
1,928
819
2,572
822
33,699
32,381
42,564
31,003
3,290
221
3,013
548
28,215
38,556
32,997
38,524
804
597
273
During the third quarter of 2025, TCE revenues for the Crude Tankers segment decreased by $5.8 million, or 6%, to $93.0 million from $98.8 million in the third quarter of 2024. Such decrease principally resulted from (i) a $4.8 million days-based decline in the VLCC sector, which reflected the sales of one 2010-built VLCC and one 2011-built VLCC during the first quarter of 2025 partially offset by 21 fewer off-hire days during the current quarter, (ii) a rates-based decrease in the Suezmax fleet of $4.2 million due to lower average daily blended rates in the sector, and (iii) a $4.1 million decrease in the Crude Tankers Lightering business. Partially offsetting the TCE revenue decreases described above was an aggregate rates-based increase in the VLCC and Aframax fleets of $7.1 million due to strengthening rates in these sectors.
Vessel expenses decreased by $4.4 million to $29.8 million in the third quarter of 2025 from $34.2 million in the third quarter of 2024. Such decrease was driven principally by the sales of the two VLCCs noted above, which accounted for $3.5 million of the decrease in the current quarter. Charter hire expenses decreased by $0.6 million quarter-over-quarter due to decreased charter hire expense in the Crude Tankers Lightering business, which primarily reflects higher chartered-in Aframax days for full-service jobs during the prior
35
year’s quarter. Depreciation and amortization decreased by $1.6 million to $18.9 million in the current quarter from $20.5 million in the third quarter of 2024, primarily as a result of the sales of the two VLCCs noted above.
Excluding depreciation and amortization and general and administrative expenses, operating income for the Crude Tankers Lightering business was $1.8 million for the third quarter of 2025 compared with $5.5 million for the third quarter of 2024. The decrease reflects a decline in quarter-over-quarter activity levels, with 89 service support-only lighterings and one full-service lightering job being performed during the third quarter of 2025 compared with 106 service support-only lighterings and three full-service lightering jobs during the third quarter of 2024.
During the first nine months of 2025, TCE revenues for the Crude Tankers segment decreased by $67.1 million, or 20%, to $276.5 million from $343.6 million in the first nine months of 2024. Such decrease principally resulted from (i) an aggregate rates-based decrease in the VLCC, Suezmax and Aframax fleets of $36.5 million due to lower average daily blended rates in these sectors, (ii) a $19.1 million days-based decline in the VLCC sector, which reflected the VLCC sales described above, and (iii) a $14.3 million decrease in the Crude Tankers Lightering business. Partially offsetting the TCE revenue decreases described above was a $4.7 million days-based increase in the Aframax sector due to 146 fewer off-hire days during the current period.
Vessel expenses decreased by $6.4 million to $88.3 million in the first nine months of 2025 from $94.6 million in the first nine months of 2024. Such decrease was primarily as a result of the sales of the two VLCCs noted above. Charter hire expenses decreased by $1.4 million period-over-period due to decreased charter hire expense in the Crude Tankers Lightering business, which primarily reflects higher chartered-in Aframax days for full-service jobs during the 2024 period and incremental off-hire time during the current year period associated with the workboats being chartered-in by the Company. Depreciation and amortization decreased by $4.2 million to $56.4 million in the nine months ended September 30, 2025 from $60.6 million in the 2024 comparable period principally due to the VLCC sales noted above.
Excluding depreciation and amortization and general and administrative expenses, operating income for the Crude Tankers Lightering business was $7.4 million for the first nine months of 2025 compared with $20.4 million for the first nine months of 2024. Consistent with the discussion of the quarter-over-quarter decline above, the decrease reflects a decline in period-over-period activity levels, with 267 service support-only lighterings and two full-service lightering jobs being performed during the 2025 period compared with 368 service support-only lighterings and six full-service lightering jobs during the comparable 2024 period.
Product Carriers
(35,975)
(37,051)
(111,991)
(107,846)
(3,304)
(2,834)
(15,567)
(9,113)
(22,267)
(18,768)
(65,873)
(49,403)
25,690
29,880
23,012
34,695
Average number of owned vessels
40.2
41.2
42.5
39.9
5.0
5.6
Number of revenue days
3,872
4,045
12,302
11,495
Number of ship-operating days:
3,702
3,786
11,603
10,940
Vessels bareboat chartered-in under leases (a)
368
1,092
Vessels time chartered-in under leases
437
274
The following tables provide a breakdown of TCE rates achieved for the three and nine months ended September 30, 2025 and 2024, between spot and fixed earnings and the related revenue days. The information in this table is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $822 and $841 per day for the three months ended September 30, 2025 and 2024, respectively, and $788 and $879 per day for the nine months ended September 30, 2025 and 2024, respectively, as well as 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 net of broker/address commissions.
LR2:
39,500
39,498
LR1(1):
34,578
46,899
450
594
MR(2):
25,556
21,455
29,006
21,920
2,529
734
2,685
692
39,473
53,172
149
31,140
55,397
1,870
1,671
21,922
21,559
33,912
21,745
7,817
2,165
7,828
1,665
During the third quarter of 2025, TCE revenues for the Product Carriers segment decreased by $21.4 million, or 18%, to $99.5 million from $120.9 million in the third quarter of 2024. The reduction in TCE revenues was primarily as a result of (i) an aggregate $15.5 million rates-based decrease in the LR1 and MR sectors due to lower average daily blended rates earned in the current quarter, (ii) a $3.6 million days-based decrease in the LR1 sector, which resulted primarily from the sale of two 2006-built LR1s during the current quarter and (iii) a $3.2 million days-based decrease in the MR sector, which reflects 81 more off-hire days in the current quarter and the net impact of the Company’s sale of eight MRs between April 2024 and September 2025 and acquisition of nine MRs between April 2024 and January 2025.
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Vessel expenses decreased by $1.1 million to $36.0 million in the third quarter of 2025 from $37.1 million in the third quarter of 2024. Such decrease principally reflects lower drydock deviation costs in the LR1 sector in the current quarter. Charter hire expenses increased by $0.5 million to $3.3 million in the current quarter from $2.8 million in the third quarter of 2024, primarily as a result of a quarter-over-quarter increase in the average daily charter hire rate for time chartered-in LR1s. Depreciation and amortization increased by $3.5 million to $22.3 million in the current quarter from $18.8 million in the prior year’s quarter. Such increase resulted primarily from increased drydock amortization and the MR purchases and sales referenced above, as the acquired vessels have higher cost bases than the older vessels that were sold.
During the first nine months of 2025, TCE revenues for the Product Carriers segment decreased by $115.7 million, or 29%, to $283.1 million from $398.8 million in the first nine months of 2024. The reduction in TCE revenues was primarily as a result of an aggregate $145.2 million rates-based decrease in the LR1 and MR sectors due to lower average daily blended rates earned in the current period, partially offset by (i) a $15.7 million days-based increase in the MR sector, which reflects the MR transactions described above, and (ii) a $13.4 million days-based increase in the LR1 sector, which resulted primarily from a 163-day increase in time chartered-in days and 134 fewer off-hire days in the current period, partially offset by the vessel sales described above.
Vessel expenses increased by $4.1 million to $112.0 million in the first nine months of 2025 from $107.8 million in the first nine months of 2024. Such increase was principally attributable to the timing of the net changes in our MR fleet referenced above. Charter hire expenses increased by $6.5 million to $15.6 million in the current period from $9.1 million in the prior year’s period, primarily as a result of the period-over-period increase in time chartered-in LR1 days described above. Depreciation and amortization increased by $16.5 million to $65.9 million in the first nine months of 2025 from $49.4 million in the first nine months of 2024. The drivers of such increase were consistent with those noted above in relation to the quarter-over-quarter increase.
General and Administrative Expenses
During the third quarter of 2025, general and administrative expenses decreased by $1.6 million to $11.8 million from $13.4 million in the third quarter of 2024. The primary drivers for the decrease were lower legal fees of $0.6 million, principally incurred in connection with a commercial dispute, and a decrease in compensation and benefits costs of $0.7 million.
For the nine months ended September 30, 2025, general and administrative expenses decreased marginally by $0.3 million to $37.2 million from $37.5 million for the same period in 2024. The current year decrease reflects a reduction in legal fees principally incurred in connection with a commercial dispute.
Other Operating Expenses
See Note 14, “Other Operating Expenses,” to the accompanying condensed consolidated financial statements for additional information on these expenses.
Other Income
Other income was $1.5 million and $5.4 million for the three and nine months ended September 30, 2025, respectively, compared with $3.2 million and $8.5 million of other income for the three and nine months ended September 30, 2024. Other income is primarily comprised of interest income earned on invested cash. The period-over-period decrease in interest income reflects the impact of a lower average balance of invested cash during the three and nine months ended September 30, 2025 as well as a decrease in interest rates offered on cash deposits.
The components of interest expense are as follows:
Interest before items shown below
11,604
14,562
35,777
44,497
Interest cost on defined benefit pension obligation
208
138
615
523
Impact of interest rate hedge derivatives
(907)
(1,893)
(2,508)
Capitalized interest
(1,282)
(311)
(3,048)
(744)
9,623
12,496
30,836
37,808
Interest expense decreased during the 2025 periods compared to the corresponding 2024 periods as a result of (i) a reduction in the average outstanding principal balance under the Company’s floating rate debt facilities, due to voluntary repayments of certain of such facilities since April 2024, (ii) the repayment in full of the ING Credit Facility in April 2024, and (iii) the decline of SOFR rates during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. See Note 8, “Debt,” in the accompanying condensed consolidated financial statements for further information on the Company’s debt facilities.
Taxes
The Company qualifies for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for the 2025 calendar year, as less than 50 percent of the total value of the Company’s stock was held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2025. There can be no assurance at this time that INSW will continue to qualify for the Section 883 exemption beyond calendar year 2025. Should the Company not qualify for the exemption in the future, INSW will be subject to U.S. federal income taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the U.S. would be considered to be 100% derived from sources within the United States, but INSW does not and cannot engage in transportation that gives rise to such income.
Beginning in September 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliance with evolving global tax regulations that are focused on the alignment of the jurisdictions in which an entity’s commercial or strategic management are performed with where its profits are realized, the Company commenced the process of changing the domicile of its international shipping income generating vessel-owning subsidiaries and various intermediate parent holding companies under International Seaways, Inc. from the Marshall Islands and Liberia to Bermuda. The Company itself will remain organized under the laws of the Republic of the Marshall Islands. The Company expects the redomiciliation process to be completed by the end of the fourth quarter of 2025.
The Company estimates incurring one-time legal and administrative expenses of between $3 million and $5 million in 2025 in connection with this initiative. The portion of such one-time costs associated with amendments to existing credit facilities will be recognized as deferred financing costs and the balance of such one-time costs will be recognized in other operating expenses in the statement of operations.
See Note 9, “Taxes,” in the accompanying condensed consolidated financial statements for further information on the tax implications of redomiciling the Company’s international shipping income generating vessel-owning subsidiaries.
EBITDA and Adjusted EBITDA
EBITDA represents net income before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. EBITDA and Adjusted EBITDA do not represent,
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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 reported under GAAP. Some of the limitations are:
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 the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.
The following table reconciles net income, as reflected in the condensed consolidated statements of operations, to EBITDA and Adjusted EBITDA:
(1)
EBITDA
121,339
143,487
334,817
528,682
Provision for settlement of multi-employer pension plan obligations
Adjusted EBITDA
107,681
130,032
299,909
488,467
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 September 30, 2025, we had total liquidity on a consolidated basis of $984.8 million comprised of $412.6 million of cash and $572.2 million of undrawn revolver capacity.
Working capital at September 30, 2025 and December 31, 2024 was $254.3 million and $245.4 million, respectively. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits, and receivables. Current liabilities at September 30, 2025 include the $259.0 million outstanding principal balance payable, net of unamortized deferred finance costs, under the Ocean Yield Lease Financing facility, which will terminate in November 2025, upon our exercise of the purchase options on the vessels securing this facility.
The Company’s cash and cash equivalents increased by $255.1 million during the nine months ended September 30, 2025. The increase principally reflects: the net impact of (i) $284.7 million in 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) $102.1 million of cash dividends paid to shareholders; (iv) $37.4 million in regularly scheduled principal amortization of the Company’s lease financing arrangements; (v) $234.1 million of cash provided by operating activities; (vi) $140.1 million in returned security deposits and net proceeds from the sale of two VLCCs, two LR1s, and five MRs, net of the purchase of two MRs; and (vii) $114.4 million in other expenditures for vessels, vessel improvements and other property, of which $99.3 million was construction in progress payments and $11.9 million was a deposit paid to purchase of a 2020-built VLCC.
Our cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insured limits. We place our cash and cash equivalents in what we believe to be credit-worthy financial institutions. In addition, certain of our money market accounts invest in U.S. Treasury securities or other obligations issued or guaranteed 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 highest category by Moody’s Investor Services and Standard & Poor’s, certificates of deposit and time deposits, asset-backed securities, and repurchase agreements.
As of September 30, 2025, we had total debt outstanding of $792.0 million (net of deferred financing costs of $11.6 million) and net debt to capital of 16.4%, compared with 22.2% at December 31, 2024.
Sources, Uses and Management of Capital
During 2025 to date, we have (i) used incremental liquidity generated from operations and the proceeds from disposal of older tonnage at strong prices to invest in renewing and 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 under our loan agreements and proceeds from the opportunistic sales of our vessels. Our current uses of funds are to fund working capital requirements, maintain the quality of our vessels, purchase vessels, pay newbuilding construction costs, comply with international shipping standards and environmental laws and regulations, repay or repurchase our outstanding loan facilities, pay a regular quarterly cash dividend, and from time to time, repurchase shares of our common stock and pay supplemental cash dividends.
The following is a summary of the significant capital allocation and strategic fleet optimization activities we executed so far during 2025 and sources of capital we have at our disposal for future use as well as the Company’s current commitments for future uses of capital.
Total Dividends Paid
$0.12
$0.58
$34.5 million
$0.48
$29.6 million
$0.65
$38.0 million
In October 2025, the Company’s Board of Directors authorized the extension of the expiry date of its $50.0 million share repurchase program from December 31,2025 to December 31, 2026.
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Further building on our liquidity enhancing, deleveraging and financing initiatives, we executed the following transactions:
See Note 8, “Debt,” in the accompanying condensed consolidated financial statements for further information on the ECA Credit Facility and the 2030 Bonds.
As of September 30, 2025, the Company has contractual commitments for the construction of five dual-fuel ready LR1s, and the purchase and installation of one ballast water treatment system and two mewis ducts, and purchase and installation of various performance efficiency devices for the fleet. The Company’s debt service commitments and aggregate purchase commitments for vessel construction and betterments as of September 30, 2025, are presented in the Aggregate Contractual Obligations Table below.
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Outlook
Our strong balance sheet, as evidenced by a substantial level of liquidity, 27 unencumbered vessels as of September 30, 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 as we continue to advance our vessel employment strategy, which seeks to achieve an optimal mix of spot (voyage charter) and long-term (time charter) charters. Our balance sheet strength and balanced fleet position us to continue pursuing our disciplined capital allocation strategy of fleet renewal, incremental debt reduction and returns 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 September 30, 2025 follows:
Beyond
$500 Million Revolving Credit Facility(1)
718
2,671
2,332
2,000
1,655
128
9,504
$160 Million Revolving Credit Facility(1)
240
898
730
161
2,840
ECA Credit Facility - floating rate(2)
531
4,118
3,910
3,798
42,650
59,018
2030 Bonds - fixed rate
17,812
17,813
267,813
339,063
Ocean Yield Lease Financing - floating rate(3)
262,714
BoComm Lease Financing - fixed rate(4)
5,988
23,762
23,827
142,272
243,373
Toshin Lease Financing - fixed rate(4)
540
2,160
2,151
2,223
2,052
4,881
14,007
Hyuga Lease Financing - fixed rate(4)
558
2,232
4,256
13,598
Kaiyo Lease Financing - fixed rate(4)
562
2,410
2,214
2,127
11,741
Kaisha Lease Financing - fixed rate(4)
563
2,225
2,287
11,717
Operating lease obligations(5)
Time Charter-ins
3,275
2,563
5,838
Vessel and vessel betterment commitments(6)
42,673
188,480
231,153
318,681
250,628
58,789
58,168
56,906
470,092
1,213,264
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Risk Management:
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 this exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. To manage 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 rates based on agreed upon notional amounts or to receive payments if floating interest rates rise above a specified cap rate. The Company uses such derivative financial instruments as risk management tools and not for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage exposure to nonperformance on such instruments by the counterparties.
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, current reports 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 (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission.
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 web site that contains reports, 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-bribery and corruption policy, incentive compensation recoupment policy, and charters of the Audit Committee, the Human Resources and Compensation Committee, Sustainability and Safety Committee and the Corporate Governance and Risk Assessment Committee of the Board of Directors. The Company is required to disclose any amendment 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, as permitted by applicable SEC rules. Any such disclosure will be posted to the Company 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 Quarterly Report on Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s current disclosure controls and procedures were effective as of September 30, 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 to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See Note 16, “Contingencies,” to the accompanying condensed consolidated financial statements for a description of the current legal proceedings, which is incorporated by reference in this Part II, Item 1.
Item 1A. Risk Factors
In addition to the other information set forth below in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2024 Form 10-K. The risks described in that document are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. The risk factor set forth below updates and should be read together with the risk factors in our 2024 Form 10-K:
Risks Related to Legal and Regulatory Matters
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 was constructed 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 where that vessel was not constructed in China and is owned or operated by a United States controlled entity could adversely impact our results of operation, financial condition 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 economic conditions, and may significantly affect and/or reduce global trade. Governments may increasingly turn to trade barriers to protect their domestic industries against foreign imports or to retaliate against other governments imposing tariffs, potentially depressing shipping demand. The United States government has made statements and taken actions that impact U.S. international trade policies, including imposing new tariffs on imports from Canada, Mexico and China, and those and other countries have imposed, or threatened to impose, retaliatory tariffs on imports from the United States. In addition, the United States issued regulations that became effective on October 14, 2025 that certain vessels that were constructed in China or are owned or operated by a Chinese entity are charged a fee based on their net tonnage upon entering a U.S. port, which fee increases over time. The Company owns 14 vessels that were constructed in China (four of which are below the 55,000 dwt minimum to which the U.S. fees apply), 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 a financing leasing arrangement. We are currently evaluating the effect that these regulations and orders will have on us, including our results of operations and cash flows, and on our industry generally. China issued orders that became effective on the same date as U.S. regulations that imposed comparable fees on certain vessels 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 the board is comprised 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 1, 2025, the United States issued a fact sheet stating that effective on November 10, 2025 the United States would suspend its port fee orders for one year and that China would do the same for its port fee measures. We cannot predict the timing, outcome, or impact of future developments in the U.S., China or other countries’ trade regulations or tariff policy, and any such changes could materially adversely affect our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No stock repurchases were made during the three and nine months ended September 30, 2025 other than shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stock units or the exercise of stock options held by employees and certain members of management.
See Note 10, “Capital Stock and Stock Compensation,” to the accompanying condensed consolidated financial statements for additional information about the stock repurchase plan and a description of shares withheld to cover the cost of stock options exercised by certain members of management and tax withholding liabilities relating to the vesting of previously-granted equity awards to certain members of management, which is incorporated by reference in this Part II, Item 2.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the third quarter of 2025, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive 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).
Item 6. Exhibits
*10.1
Facilities Agreement dated August 20, 2025, among Seaways LR Holding Corporation, as Borrower, the Registrant, International Seaways Operating Corporation and six subsidiaries of the Borrower, as Guarantors, DNB Capital LLC, as Lender, DNB Markets, Inc., as Arranger, and DNB Bank ASA, New York Branch, as Facility Agent, as K-SURE Agent and as Security Agent.
*10.2
Trust Agreement dated September 23, 2025 between the Registrant and Nordic Trustee AS, as Trustee pursuant to which the Registrant issued $250 million aggregate principal amount of 7.125% senior unsecured bonds due 2030 at an issue price of 100%.
*10.3
Third Amendment dated as of October 7, 2025, among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to time parties thereto, the Lenders thereto and Nordea Bank Abp, New York Branch, as Administrative Agent to the $750 Million Credit Facility dated as of May 20, 2022, as previously amended.
*10.4
First Amendment dated as of October 7, 2025, among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to time parties thereto, the Lenders thereto and Nordea Bank Abp, New York Branch, as Administrative Agent to the $160 Million Revolving Credit Agreement dated as of March 10, 2023.
*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 the Sarbanes-Oxley Act of 2002.
EX-101.INS
Inline XBRL Instance Document
EX-101.SCH
Inline XBRL Taxonomy Extension 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)
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
Date: November 6, 2025
/s/ Lois K. Zabrocky
Lois K. Zabrocky
Chief Executive Officer
/s/ Jeffrey D. Pribor
Jeffrey D. Pribor
Chief Financial Officer
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