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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

☐ 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, 39^th 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	New York Stock Exchange

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 SHEETS
DOLLARS 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	$	2,789,578	$	2,636,397

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		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		—		1		—		1
Net income	$	70,546	$	91,688	$	181,757	$	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

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
DOLLARS IN THOUSANDS
(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Net income	$	70,546	$	91,688	$	181,757	$	380,901
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

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
DOLLARS IN THOUSANDS
(UNAUDITED)


	Nine Months Ended September 30,
		2025		2024
Cash Flows from Operating Activities:
Net income	$	181,757	$	380,901
Items included in net income not affecting cash flows:
Depreciation and amortization		122,224		109,974
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:
Gain on disposal of vessels and other assets, net		(34,908)		(41,402)
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
Pool working capital deposits		(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		157,506		126,760
Cash and cash equivalents at end of period	$	412,569	$	103,309

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
DOLLARS IN THOUSANDS
(UNAUDITED)


					Accumulated
					Other
			Retained		Comprehensive
	Capital		Earnings		Loss		Total
For the nine months ended
Balance at January 1, 2025	$	1,504,767	$	359,142	$	(7,861)	$	1,856,048
Net income		—		181,757		—		181,757
Other comprehensive loss		—		—		(2,583)		(2,583)
Dividends declared		—		(102,127)		—		(102,127)
Common stock withheld related to net share settlement of equity awards		(5,118)		—		—		(5,118)
Compensation relating to restricted stock awards		782		—		—		782
Compensation relating to restricted stock units awards		5,028		—		—		5,028
Balance at September 30, 2025	$	1,505,459	$	438,772	$	(10,444)	$	1,933,787

Balance at January 1, 2024	$	1,490,986	$	226,834	$	(1,063)	$	1,716,757
Net income		—		380,901		—		380,901
Other comprehensive loss		—		—		(8,160)		(8,160)
Dividends declared		—		(225,385)		—		(225,385)
Common stock withheld related to net share settlement of equity awards		(7,055)		—		—		(7,055)
Compensation relating to restricted stock awards		811		—		—		811
Compensation relating to restricted stock units awards		4,826		—		—		4,826
Compensation relating to stock option awards		99		—		—		99
Equity consideration issued for purchase of vessels		36,836		—		—		36,836
Repurchase of common stock		(25,000)		—		—		(25,000)
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
Net income		—		70,546		—		70,546
Other comprehensive loss		—		—		(298)		(298)
Dividends declared		—		(38,012)		—		(38,012)
Common stock withheld related to net share settlement of equity awards		(248)		—		—		(248)
Compensation relating to restricted stock awards		262		—		—		262
Compensation relating to restricted stock units awards		1,758		—		—		1,758
Balance at September 30, 2025	$	1,505,459	$	438,772	$	(10,444)	$	1,933,787

Balance at July 1, 2024	$	1,524,400	$	364,452	$	(1,416)	$	1,887,436
Net income		—		91,688		—		91,688
Other comprehensive loss		—		—		(7,807)		(7,807)
Dividends declared		—		(73,790)		—		(73,790)
Compensation relating to restricted stock awards		291		—		—		291
Compensation relating to restricted stock units awards		1,812		—		—		1,812
Repurchase of common stock		(25,000)		—		—		(25,000)
Balance at September 30, 2024	$	1,501,503	$	382,350	$	(9,223)	$	1,874,630

See notes to condensed consolidated financial statements

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:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


(Dollars in thousands)		Allowance for Credit Losses - Voyage Receivables
Balance at December 31, 2024	$	86
Provision for expected credit losses		4
Balance at September 30, 2025	$	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

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Numerator:
Net income allocated to:
Common stockholders	$	70,506	$	91,650	$	181,670	$	380,730
Participating securities		40		38		87		171
	$	70,546	$	91,688	$	181,757	$	380,901

Denominator:
Weighted-average common shares outstanding, basic		49,348,406		49,544,412		49,326,459		49,302,367
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		49,606,210		49,881,317		49,537,318		49,677,238

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:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Three months ended September 30, 2025:
Shipping revenues	$	96,466	$	99,922	$	196,388
Time charter equivalent revenues		92,997		99,471		192,468
Vessel expenses		29,840		35,975		65,815
Charter hire expenses		3,830		3,304		7,134
Depreciation and amortization		18,903		22,267		41,170
Loss/(gain) on disposal of vessels and other assets, net		9		(13,667)		(13,658)
Adjusted income from vessel operations		40,425		37,924		78,349
Adjusted total assets at September 30, 2025		1,294,587		1,061,252		2,355,839

Three months ended September 30, 2024:
Shipping revenues	$	103,212	$	121,978	$	225,190
Time charter equivalent revenues		98,821		120,866		219,687
Vessel expenses		34,217		37,052		71,269
Charter hire expenses		4,411		2,834		7,245
Depreciation and amortization		20,536		18,768		39,304
Gain on disposal of vessels and other assets, net		(18)		(13,481)		(13,499)
Adjusted income from vessel operations		39,656		62,213		101,869
Adjusted total assets at September 30, 2024		1,453,559		953,451		2,407,010


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Nine months ended September 30, 2025:
Shipping revenues	$	288,268	$	287,155	$	575,423
Time charter equivalent revenues		276,534		283,098		559,632
Vessel expenses		88,273		111,991		200,264
Charter hire expenses		10,339		15,567		25,906
Depreciation and amortization		56,351		65,873		122,224
Gain on disposal of vessels and other assets, net		(9,871)		(25,037)		(34,908)
Adjusted income from vessel operations		121,571		89,667		211,238
Expenditures for vessels and vessel improvements		13,524		175,022		188,546
Payments for drydocking		6,547		56,634		63,181

Nine months ended September 30, 2024:
Shipping revenues	$	355,458	$	401,542	$	757,000
Time charter equivalent revenues		343,639		398,824		742,463
Vessel expenses		94,644		107,846		202,490
Charter hire expenses		11,728		9,113		20,841
Depreciation and amortization		60,571		49,403		109,974
Gain on disposal of vessels and other assets, net		(20)		(41,382)		(41,402)
Adjusted income from vessel operations		176,696		232,462		409,158
Expenditures for vessels and vessel improvements		763		215,826		216,589
Payments for drydocking		6,333		37,522		43,855

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Time charter equivalent revenues	$	192,468	$	219,687	$	559,632	$	742,463
Add: Voyage expenses		3,920		5,503		15,791		14,537
Shipping revenues	$	196,388	$	225,190	$	575,423	$	757,000

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Total adjusted income from vessel operations of all segments	$	78,349	$	101,869	$	211,238	$	409,158
General and administrative expenses		(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
Consolidated income from vessel operations		78,683		100,972		207,223		410,183
Other income		1,486		3,211		5,370		8,525
Interest expense		(9,623)		(12,496)		(30,836)		(37,808)
Net income	$	70,546	$	91,687	$	181,757	$	380,900

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


(Dollars in thousands)	September 30, 2025		September 30, 2024
Adjusted total assets of all segments	$	2,355,839	$	2,407,010
Corporate unrestricted cash and cash equivalents		412,569		103,309
Short-term investments		—		50,000
Other unallocated amounts		21,170		27,527
Consolidated total assets	$	2,789,578	$	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

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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:


(Dollars in thousands)	Condensed Consolidated Balance Sheet
Pool working capital deposits	$	33,859

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:


(Dollars in thousands)		Condensed Consolidated Balance Sheet	Maximum Exposure to Loss
Other Liabilities	$	–	$	33,859

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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:


(Dollars in thousands)	September 30, 2025		December 31, 2024		Fair Value Level
Cash and cash equivalents	$	412,569	$	157,506		Level 1
2030 Bonds		(250,130)		—		Level 1
ECA Credit Facility⁽¹⁾		(40,775)		—		Level 2
$500 Million Revolving Credit Facility ⁽¹⁾		—		(144,581)		Level 2
Ocean Yield Lease Financing ⁽¹⁾		(260,788)		(282,627)		Level 2
BoComm Lease Financing ⁽²⁾		(180,916)		(188,370)		Level 2
Toshin Lease Financing ⁽²⁾		(10,678)		(11,662)		Level 2
Hyuga Lease Financing ⁽²⁾		(10,583)		(11,776)		Level 2
Kaiyo Lease Financing ⁽²⁾		(9,444)		(10,554)		Level 2
Kaisha Lease Financing ⁽²⁾		(9,434)		(10,656)		Level 2

(1)	Floating rate debt – the fair value of floating rate debt has been determined using level 2 inputs and is considered to be equal to the carrying value since it bears a variable interest rate, which is reset every three months.

(2)	Fixed rate debt – the fair value of fixed rate debt has been determined using level 2 inputs by discounting the expected cash flows of the outstanding debt.

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:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


(Dollars in thousands)	Current portion of derivative asset		Long-term derivative assets		Other receivables
September 30, 2025:
Derivatives designated as hedging instruments:
Interest rate swaps	$	753	$	36	$	250
Total	$	753	$	36	$	250

December 31, 2024:
Derivatives designated as hedging instruments:
Interest rate swaps	$	2,080	$	801	$	453
Total	$	2,080	$	801	$	453

The following tables present information with respect to gains and losses on derivative positions reflected in the 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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Derivatives designated as hedging instruments:
Interest rate swaps	$	79	$	(2,383)	$	68	$	1,766
Total other comprehensive income/(loss)	$	79	$	(2,383)	$	68	$	1,766

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Derivatives designated as hedging instruments:
Interest rate swaps	$	(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:


(Dollars in thousands)	September 30, 2025		December 31, 2024		Fair Value Level
Derivative Assets (interest rate swaps)	$	1,039	$	3,334		Level 2⁽¹⁾

(1)

For the interest rate swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 8 — Debt:

Debt consists of the following:


(Dollars in thousands)	September 30, 2025		December 31, 2024
$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	$	509,527	$	638,353

(1)	The current portion of debt at September 30, 2025 includes the $260.8 million outstanding principal balance payable under the Ocean Yield Lease Financing facility, as discussed further in the “Ocean Yield Lease Financing” section below.

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.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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).

2030 Bonds

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

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

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

$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.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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:


	Three Months Ended September 30,			Nine Months Ended September 30,
		2025	2024		2025	2024
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	20,198
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)		—	(501,646)

Common stock outstanding at ending		49,371,469	49,192,838		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.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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	$	0.12	$	0.48	$	29,620
August 5, 2025	September 10, 2025	September 24, 2025	$	0.12	$	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:


(Dollars in thousands)	September 30, 2025		December 31, 2024
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)
	$	(10,444)	$	(7,861)

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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:


(Dollars in thousands)	Unrealized gains on cash flow hedges		Items not yet recognized as a component of net periodic benefit cost		Total
Balance as of June 30, 2025	$	3,566	$	(13,712)	$	(10,146)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		79		269		348
Amounts reclassified from accumulated other comprehensive (loss)/income		(908)		262		(646)
Balance as of September 30, 2025	$	2,737	$	(13,181)	$	(10,444)

Balance as of June 30, 2024	$	8,924	$	(10,340)	$	(1,416)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		(2,383)		(3,530)		(5,913)
Amounts reclassified from accumulated other comprehensive loss		(1,894)		—		(1,894)
Balance as of September 30, 2024	$	4,647	$	(13,870)	$	(9,223)


(Dollars in thousands)	Unrealized losses on cash flow hedges		Items not yet recognized as a component of net periodic benefit cost		Total
Balance as of December 31, 2024	$	5,176	$	(13,037)	$	(7,861)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		68		(918)		(850)
Amounts reclassified from accumulated other comprehensive (loss)/income		(2,507)		774		(1,733)
Balance as of September 30, 2025	$	2,737	$	(13,181)	$	(10,444)

Balance as of December 31, 2023	$	9,349	$	(10,412)	$	(1,063)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		1,766		(3,458)		(1,692)
Amounts reclassified from accumulated other comprehensive loss		(6,468)		—		(6,468)
Balance as of September 30, 2024	$	4,647	$	(13,870)	$	(9,223)

Amounts reclassified out of each component of accumulated other comprehensive loss follow:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024	Statement of Operations Line Item
Reclassifications of gains on cash flow hedges:
Interest rate swaps entered into by the Company's subsidiaries	$	(630)	$	(1,734)	$	(2,161)	$	(5,699)	Interest expense

Reclassifications of losses on discontinued hedging instruments:
Interest rate swap entered into by the Company's subsidiaries		(278)		(160)		(346)		(769)	Interest expense

Items not yet recognized as a component of net periodic benefit cost
(pension plans):
Net periodic benefit costs associated with pension and
postretirement benefit plans		262		—		774		—	Other income
Total before and net of tax	$	(646)	$	(1,894)	$	(1,733)	$	(6,468)

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.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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:


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Three months ended September 30, 2025:
Revenues from leases
Pool revenues	$	67,776	$	78,247	$	146,023
Time charter revenues		19,252		19,788		39,040
Voyage charter revenues from non-variable lease payments		46		1,887		1,933
Revenues from services
Voyage charter revenues from lightering services		9,392		—		9,392
Total shipping revenues	$	96,466	$	99,922	$	196,388

Three months ended September 30, 2024:
Revenues from leases
Pool revenues	$	67,674	$	102,333	$	170,007
Time charter revenues		18,595		18,247		36,842
Voyage charter revenues from non-variable lease payments		2,525		1,398		3,923
Revenues from services
Voyage charter revenues from lightering services		14,418		—		14,418
Total shipping revenues	$	103,212	$	121,978	$	225,190


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Nine months ended September 30, 2025:
Revenues from leases
Pool revenues	$	206,894	$	225,497	$	432,391
Time charter revenues		52,551		59,075		111,626
Voyage charter revenues from non-variable lease payments		272		2,583		2,855
Revenues from services
Voyage charter revenues from lightering services		28,551		—		28,551
Total shipping revenues	$	288,268	$	287,155	$	575,423

Nine months ended September 30, 2024:
Revenues from leases
Pool revenues	$	246,979	$	356,991	$	603,970
Time charter revenues		59,291		39,739		99,030
Voyage charter revenues from non-variable lease payments		4,550		4,812		9,362
Revenues from services
Voyage charter revenues from lightering services		44,638		—		44,638
Total shipping revenues	$	355,458	$	401,542	$	757,000

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.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.


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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2025		2024		2025		2024
Pool revenues	$	1,230	$	910	$	5,463	$	2,954
Time charter revenues		423		455		1,483		946
Total shipping revenues	$	1,653	$	1,365	$	6,946	$	3,900

Voyage expenses	$	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

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Operating lease cost
Vessel assets
Charter hire expenses	$	2,494	$	2,393	$	11,714	$	7,127

Office and other space
General and administrative		227		226		681		678
Voyage expenses		46		45		76		135

Short-term lease cost
Vessel assets⁽¹⁾
Charter hire expenses		1,244		1,173		3,795		3,671
Total lease cost	$	4,011	$	3,837	$	16,266	$	11,611

(1)

Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $0.4 million and $1.1 million for the three and nine months ended September 30, 2025, respectively, compared with $1.8 million and $3.9 million for the three and nine months ended September 30, 2024, respectively, including both lease and non-lease components.

Supplemental cash flow information related to leases was as follows:

Nine Months Ended September 30,

(Dollars in thousands)

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows used for operating leases

International Seaways, Inc. 10-Q