Surging tanker rates lift International Seaways (NYSE: INSW) Q1 2026 results
Rhea-AI Filing Summary
International Seaways, Inc. delivered a very strong quarter for the three months ended March 31, 2026. Shipping revenues rose to $325.5M from $183.4M a year earlier, driven by higher spot and time-charter rates in both crude and product tanker segments.
Net income jumped to $286.1M from $49.6M, helped by a gain of $88.2M on vessel sales and a $3.9M holding gain on a previously held equity interest. Time charter equivalent revenues increased to $317.2M, with crude tankers earning much higher average daily TCE rates.
The company generated $141.1M of operating cash flow, spent $70.7M on vessels and newbuilds, and ended the period with $141.8M in cash and $235.0M in short-term investments. It paid $106.4M in cash dividends and reported total assets of $2.87B and total debt of $602.1M.
Positive
- Sharp earnings and cash-flow improvement: Net income rose to $286.1M from $49.6M, with operating cash flow of $141.1M, supported by strong tanker rates and gains on vessel sales.
- Significant shareholder returns: The board declared and paid total cash dividends of $106.4M in Q1 2026, including a supplemental dividend of $2.03 per share on top of the regular quarterly dividend.
Negative
- None.
Insights
Q1 2026 shows exceptional profitability from strong tanker markets and asset sales.
International Seaways posted net income of $286.1M versus $49.6M a year earlier, with shipping revenues of $325.5M. Time charter equivalent revenues rose to $317.2M, reflecting significantly higher spot and fixed rates across crude and product fleets.
Segment data highlight the strength: crude TCE revenues more than doubled to $184.3M with average daily TCE of $72,811, while product carriers lifted TCE to $133.0M and daily TCE to $39,131. A $88.2M gain on vessel disposals and lower general and administrative and vessel expenses also boosted margins.
Cash generation was solid, with $141.1M from operations funding $70.7M of newbuild and vessel spending and supporting $106.4M of dividends. Debt stood at $602.1M against $2.87B of assets, while new LR1 deliveries and the TUKA acquisition expand commercial capabilities in VLCC and Suezmax pools.
Key Figures
Key Terms
time charter equivalent revenues financial
variable interest entity financial
ECA Credit Facility financial
time charter financial
European Union’s Emissions Trading System financial
goodwill impairment testing financial
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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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
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 May 5, 2026: common stock, no par value,
INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
DOLLARS IN THOUSANDS
(UNAUDITED)
March 31, 2026 | | December 31, 2025 | ||||
ASSETS | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Short-term investments | | | ||||
Voyage receivables, net of allowance for credit losses of $ | ||||||
including unbilled receivables of $ | | | ||||
Other receivables | | | ||||
Inventories | | | ||||
Prepaid expenses and other current assets | | | ||||
Current portion of derivative asset | | | ||||
Total Current Assets | | | ||||
Vessels and other property, less accumulated depreciation of $ | | | ||||
Vessels construction in progress | | | ||||
Deferred drydock expenditures, net | | | ||||
Operating lease right-of-use assets | | | ||||
Pool working capital deposits | | | ||||
Goodwill | | | ||||
Long-term derivative asset | | | ||||
Other assets | | | ||||
Total Assets | $ | | $ | | ||
LIABILITIES AND EQUITY | ||||||
Current Liabilities: | ||||||
Accounts payable, accrued expenses and other current liabilities | $ | | $ | | ||
Current portion of operating lease liabilities | | | ||||
Current installments of long-term debt | | | ||||
Total Current Liabilities | | | ||||
Long-term operating lease liabilities | | | ||||
Long-term debt | | | ||||
Other liabilities | | | ||||
Total Liabilities | | | ||||
Commitments and contingencies | ||||||
Equity: | ||||||
Capital - | ||||||
shares issued and outstanding | | | ||||
Retained earnings | | | ||||
| | |||||
Accumulated other comprehensive loss | ( | ( | ||||
Total Equity | | | ||||
Total Liabilities and Equity | $ | | $ | | ||
See notes to condensed consolidated financial statements
1
INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED)
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Shipping Revenues: | ||||||
Pool revenues, including $ | $ | | $ | | ||
Time charter revenues | | | ||||
Voyage charter revenues | | | ||||
| | |||||
Other operating income | | — | ||||
Operating Expenses: | ||||||
Voyage expenses | | | ||||
Vessel expenses | | | ||||
Charter hire expenses | | | ||||
Depreciation and amortization | | | ||||
General and administrative | | | ||||
Other operating expenses | | | ||||
Gain on disposal of vessels and other assets, net | ( | ( | ||||
Total operating expenses | | | ||||
Income from vessel operations | | | ||||
Holding gain on previously held equity interest | | — | ||||
Operating income | | | ||||
Other income | | | ||||
Income before interest expense | | | ||||
Interest expense | ( | ( | ||||
Net income | $ | | $ | | ||
Weighted Average Number of Common Shares Outstanding: | ||||||
Basic | | | ||||
Diluted | | | ||||
Per Share Amounts: | ||||||
Basic net income per share | $ | | $ | | ||
Diluted net income per share | $ | | $ | | ||
See notes to condensed consolidated financial statements
2
INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
DOLLARS IN THOUSANDS
(UNAUDITED)
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Net income | $ | | $ | | ||
Other comprehensive loss, net of tax: | ||||||
Net change in foreign currency translation | ( | | ||||
Net change in unrealized losses on cash flow hedges | ( | ( | ||||
Defined benefit pension and other postretirement benefit plans: | ||||||
Net change in unrecognized prior service costs | | ( | ||||
Net change in unrecognized actuarial losses | | ( | ||||
Other comprehensive loss, net of tax | ( | ( | ||||
Comprehensive income | $ | | $ | | ||
See notes to condensed consolidated financial statements
3
INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
DOLLARS IN THOUSANDS
(UNAUDITED)
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Cash Flows from Operating Activities: | ||||||
Net income | $ | | $ | | ||
Items included in net income not affecting cash flows: | ||||||
Depreciation and amortization | | | ||||
Amortization of debt discount and other deferred financing costs | | | ||||
Stock compensation | | | ||||
Other – net | ( | | ||||
Items included in net income related to investing and financing activities: | ||||||
Gain on disposal of vessels and other assets, net | ( | ( | ||||
Holding gain on previously held equity interest | ( | | ||||
Payments for drydocking | ( | ( | ||||
Insurance claims proceeds related to vessel operations | | | ||||
Changes in operating assets and liabilities: | ||||||
(Increase)/decrease in receivables | ( | | ||||
Decrease in deferred revenue | ( | ( | ||||
Net change in inventories, prepaid expenses and other current assets, accounts | ||||||
payable, accrued expenses and other current and long-term liabilities | ( | ( | ||||
Net cash provided by operating activities | | | ||||
Cash Flows from Investing Activities: | ||||||
Expenditures for vessels, vessel improvements and vessels under construction | ( | ( | ||||
Security deposits returned for vessel exchange transactions | | | ||||
Proceeds from disposal of vessels and other property, net | | | ||||
Expenditures for other property | ( | ( | ||||
Cash consideration paid for the purchase of equity method investment, net of cash acquired | ( | | ||||
Investments in short-term time deposits | ( | | ||||
Proceeds from maturities of short-term time deposits | | | ||||
Net cash (used in)/provided by investing activities | ( | | ||||
Cash Flows from Financing Activities: | ||||||
Borrowings on nonrevolving credit facility debt | | | ||||
Repayments of nonrevolving credit facility debt | ( | | ||||
Borrowings on revolving credit facilities | | | ||||
Repayments on revolving credit facilities | | ( | ||||
Payments on sale and leaseback financing | ( | ( | ||||
Payments of deferred financing costs | ( | | ||||
Cash dividends paid | ( | ( | ||||
Cash paid to tax authority upon vesting or exercise of stock-based compensation | ( | ( | ||||
Net cash used in financing activities | ( | ( | ||||
Net increase/(decrease) in cash and cash equivalents | | ( | ||||
Cash and cash equivalents at beginning of year | | | ||||
Cash and cash equivalents at end of period | $ | | $ | | ||
See notes to condensed consolidated financial statements
4
INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
DOLLARS IN THOUSANDS
(UNAUDITED)
Accumulated | ||||||||||||
Other | ||||||||||||
Retained | Comprehensive | |||||||||||
Capital | Earnings | Loss | Total | |||||||||
For the three months ended | ||||||||||||
Balance at January 1, 2026 | $ | | $ | | $ | ( | $ | | ||||
Net income | | | | | ||||||||
Other comprehensive loss | | | ( | ( | ||||||||
Dividends declared | | ( | | ( | ||||||||
Common stock withheld related to net share settlement of equity awards | ( | | | ( | ||||||||
Compensation relating to restricted stock awards | | | | | ||||||||
Compensation relating to restricted stock units awards | | | | | ||||||||
Balance at March 31, 2026 | $ | | $ | | $ | ( | $ | | ||||
Balance at January 1, 2025 | $ | | $ | | $ | ( | $ | | ||||
Net income | | | | | ||||||||
Other comprehensive loss | | | ( | ( | ||||||||
Dividends declared | | ( | | ( | ||||||||
Common stock withheld related to net share settlement of equity awards | ( | | | ( | ||||||||
Compensation relating to restricted stock awards | | | | | ||||||||
Compensation relating to restricted stock units awards | | | | | ||||||||
Balance at March 31, 2025 | $ | | $ | | $ | ( | $ | | ||||
See notes to condensed consolidated financial statements
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 March 31, 2026, the Company’s operating fleet consisted of
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
All intercompany balances and transactions within INSW have been eliminated.
Risks and Uncertainties
The unaudited condensed consolidated financial statements presented herein reflect estimates and assumptions made by management at March 31, 2026. These estimates and assumptions affect, among other things, the Company’s long-lived asset valuations; freight and other income tax contingencies; and the allowance for expected credit losses. Events and changes in circumstances arising after May 7, 2026, including those resulting from the impacts of macroeconomic volatility with respect to trade and tariffs, as well as the ongoing international conflicts, will be reflected in management’s estimates and assumptions for future periods.
Note 2 — Business Combinations
On January 27, 2026, the Company acquired all of the remaining outstanding capital stock of Tankers (UK) Agencies Limited (“TUKA”), a privately-held joint venture between the Company and CMB.Tech, which serves as the commercial manager for the VLCC pool company – Tankers International Limited (“TIL”). The total purchase consideration was $
The book value of the Company’s
6
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The acquisition date fair value of the purchase consideration paid and the allocation of the purchase consideration paid to identifiable tangible and intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition was as follows:
(Dollars in thousands) | Amounts | ||
Cash paid | $ | | |
Fair value of previously held equity interest | | ||
Total Purchase Consideration | | ||
Fair value of identifiable assets acquired and liabilities assumed: | |||
Cash and cash equivalents | | ||
Other tangible assets | | ||
Other tangible liabilities | ( | ||
Total fair value of identifiable net assets acquired | | ||
Goodwill initially recognized(1)(2) | $ | |
______________
| (1) | Goodwill is primarily attributable to the assembled workforce of TUKA and brand recognition of TIL. |
| (2) | For segment reporting purposes, goodwill is included in the Crude Tankers reportable segment. |
Note 3 — Significant Accounting Policies:
For a description of all of the Company’s material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. The following is a summary of any changes or updates to the Company’s critical accounting policies for the current period:
Goodwill — Goodwill represents the excess purchase price over the fair value of identifiable tangible and intangible assets and liabilities acquired in connection with the Company’s acquisitions. Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC, Topic 350 “Intangibles – Goodwill and Other,” we are required to test goodwill for impairment annually or more frequently, whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit with goodwill below its carrying amount. The Company has selected November 30 as its annual goodwill impairment testing date. We have the option to first assess qualitative factors such as current performance and overall economic conditions to determine whether or not it is necessary to perform a quantitative goodwill impairment test. If we choose that option, then we would not be required to perform a quantitative goodwill impairment test unless we determine that, based on a qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we determine that it is more likely than not that its fair value is less than its carrying value, or if we choose not to perform a qualitative assessment, we then proceed with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to such excess, up to the value of the goodwill. The reporting unit for goodwill impairment testing purposes is required to be the same as, or one level below an operating segment. Accordingly, the
7
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
goodwill recognized in the acquisition of TUKA, has been assigned to our VLCC operating segment, which is part of the Crude Tankers reportable segment.
Foreign currency remeasurement and translation — The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is primarily the U.S. dollar. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at period-end exchange rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in general and administrative expense in the condensed consolidated statements of operations and are not material for any of the periods presented.
For those subsidiaries with non-U.S. dollar functional currencies, assets and liabilities are translated into U.S. dollars at period-end exchange rates. Revenue and expenses are translated at the average exchange rates during the period. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive loss in the condensed consolidated balance sheets.
Concentration of Credit Risk — The pools in which the Company participate accounted in aggregate for 88% and 95% of consolidated voyage receivables at March 31, 2026 and December 31, 2025, 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 $
Interest expense relating to the amortization of deferred financing charges amounted to $
Vessels construction in progress — Interest costs are capitalized to vessels during the period that vessels are under construction. Interest capitalized totaled $
Recently Adopted Accounting Pronouncements — There have been no recently adopted accounting pronouncements since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025 that may have a material impact on our condensed consolidated financial statements.
New Accounting Pronouncements Not Yet Effective — The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than United States Securities and Exchange Commission (“SEC”) issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. We are currently evaluating the impact of this new guidance on the disclosures to our consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal - Use Software (ASC 350-40): Targeted Improvements to the Accounting for Internal - Use Software. This new guidance is intended to eliminate the use of project stages and introduces a principles-based framework for recognizing and capitalizing internal-use software costs. The ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted. We are evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.
8
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (ASC 815): Hedge Accounting Improvements, which amends certain aspects of the hedge accounting guidance to more closely align hedge accounting with the economics of an entity’s risk management activities. This new guidance is intended to enable entities to achieve and maintain hedge accounting for a broader population of highly effective economic hedges while reducing cost and complexity. This ASU is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods. Early adoption is permitted. The amendments require adoption on a prospective basis. We are evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.
Note 4 — Earnings per Common Share:
Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.
The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. Participating securities are included in the computation of earnings per share pursuant to the two-class method.
Weighted average shares of unvested restricted common stock considered to be participating securities totaled
Reconciliations of the numerator and denominator of the basic and diluted earnings per share computations are as follows:
Three Months Ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Numerator: | ||||||
Net income allocated to: | ||||||
Common stockholders | $ | | $ | | ||
Participating securities | | | ||||
$ | | $ | | |||
Denominator: | ||||||
Weighted-average common shares outstanding, basic | | | ||||
Dilutive effect of stock options | | | ||||
Dilutive effect of performance-based restricted stock units | | | ||||
Dilutive effect of restricted stock units | | | ||||
Weighted-average common shares outstanding, diluted | | | ||||
There were
Note 5 — Business and Segment Reporting:
The Company has
9
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Information about the Company’s reportable segments as of and for the three months ended March 31, 2026 and 2025 follows:
Crude | Product | ||||||||
(Dollars in thousands) | Tankers | Carriers | Totals | ||||||
Three months ended March 31, 2026: | |||||||||
Shipping revenues | $ | | $ | | $ | | |||
Time charter equivalent revenues | | | | ||||||
Vessel expenses | | | | ||||||
Charter hire expenses | | | | ||||||
Depreciation and amortization | | | | ||||||
Gain on disposal of vessels and other assets, net | ( | ( | ( | ||||||
Adjusted income from vessel operations | | | | ||||||
Adjusted total assets at March 31, 2026 | | | | ||||||
Expenditures for vessels and vessel improvements | | | | ||||||
Payments for drydocking | | | | ||||||
Three months ended March 31, 2025: | |||||||||
Shipping revenues | $ | | $ | | $ | | |||
Time charter equivalent revenues | | | | ||||||
Vessel expenses | | | | ||||||
Charter hire expenses | | | | ||||||
Depreciation and amortization | | | | ||||||
Gain on disposal of vessels and other assets, net | ( | — | ( | ||||||
Adjusted income from vessel operations | | | | ||||||
Adjusted total assets at March 31, 2025 | | | | ||||||
Expenditures for vessels and vessel improvements | | | | ||||||
Payments for drydocking | | | | ||||||
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 March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Time charter equivalent revenues | $ | | $ | | ||
Add: Voyage expenses | | | ||||
Shipping revenues | $ | | $ | | ||
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.
10
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Total adjusted income from vessel operations of all segments | $ | | $ | | ||
Other operating income | | | ||||
General and administrative expenses | ( | ( | ||||
Other operating expenses | ( | ( | ||||
Gain on disposal of vessels and other assets, net | | | ||||
Consolidated income from vessel operations | | | ||||
Holding gain on previously held equity interest | | | ||||
Other income | | | ||||
Interest expense | ( | ( | ||||
Net income | $ | | $ | | ||
Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:
(Dollars in thousands) | March 31, 2026 | March 31, 2025 | ||||
Adjusted total assets of all segments | $ | | $ | | ||
Corporate unrestricted cash and cash equivalents | | | ||||
Short-term investments | | | ||||
Other unallocated amounts | | | ||||
Consolidated total assets | $ | | $ | | ||
Note 6 — Vessels:
Vessel Acquisitions and Construction Commitments
Between August 2023 and March 2024, the Company entered into agreements to construct
Disposal/Sales of Vessels
During the three months ended March 31, 2026, the Company delivered
Note 7 — Goodwill:
As described above in Note 2, “Business Combinations,” on January 27, 2026, the Company acquired CMB.Tech’s
11
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The changes in goodwill during the quarter ended March 31, 2026 were as follows:
(Dollars in thousands) | Amounts | ||
Balance at December 31, 2025 | $ | — | |
Acquisition of TUKA | 7,624 | ||
Foreign currency translation adjustment | (252) | ||
Balance at March 31, 2026 | $ | 7,372 |
Note 8 — Variable Interest Entities (“VIEs”):
Consolidated VIEs
The Company consolidates VIEs in which it holds a variable interest and is the primary beneficiary. On January 27, 2026, in conjunction with the acquisition of TUKA (see Note 2, “Business Combinations”), the Company established Tankers International Suezmax Ltd. (“TISL”), a tanker pool for the commercial management of the Company’s and other third-party owners’ Suezmaxes. TISL was determined to be a VIE. The formation agreements for TISL state that a board of pool participants has decision making power over the significant economic decisions that impact the pool. Although there was one other pool participant during the quarter ended March 31, 2026, the Company controlled the majority of the decision making power and accordingly was considered to be the primary beneficiary of TISL. As such, the balance sheets and results of operations of TISL are included in the Company’s condensed consolidated financial statements as of and for the quarter ended March 31, 2026. This assessment will change if additional third-party owners join the pool and the Company is deemed to no longer hold the majority of the decision making power over the significant economic decisions that impact the pool.
Unconsolidated VIEs
As of March 31, 2026,
The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the unconsolidated VIEs as of March 31, 2026:
(Dollars in thousands) | Condensed | |||||
Pool working capital deposits | $ | | ||||
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 March 31, 2026:
(Dollars in thousands) | Condensed | Maximum Exposure to | ||||
Other Liabilities | $ | – | $ | | ||
In addition, as of March 31, 2026, the Company had $
12
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 9 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures:
The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:
(Dollars in thousands) | March 31, 2026 | December 31, 2025 | Fair Value Level | ||||||
Cash and cash equivalents | $ | | $ | | Level 1 | ||||
Short-term investments | | | Level 1 | ||||||
2030 Bonds | ( | ( | Level 1 | ||||||
ECA Credit Facility(1) | ( | ( | Level 2 | ||||||
BoComm Lease Financing (2) | ( | ( | Level 2 | ||||||
Toshin Lease Financing (2) | ( | ( | Level 2 | ||||||
Hyuga Lease Financing (2) | ( | ( | Level 2 | ||||||
Kaiyo Lease Financing (2) | ( | ( | Level 2 | ||||||
Kaisha Lease Financing (2) | ( | ( | Level 2 | ||||||
| (1) | Floating rate debt – the fair value of floating rate debt has been determined using level 2 inputs and is considered to be equal to the carrying value since it bears a variable interest rate, which is reset every three or six months (the Company’s current reset election is three months). |
| (2) | Fixed rate debt – the fair value of fixed rate debt has been determined using level 2 inputs by discounting the expected cash flows of the outstanding debt. |
Derivatives
At March 31, 2026, the Company was party to amortizing interest rate swap agreements with major financial institutions participating in the $
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 March 31, 2026 and December 31, 2025:
(Dollars in thousands) | Current portion of derivative asset | Long-term derivative | Other | ||||||
March 31, 2026: | |||||||||
Derivatives designated as hedging instruments: | |||||||||
Interest rate swaps | $ | | $ | | $ | | |||
Total | $ | | $ | | $ | | |||
December 31, 2025: | |||||||||
Derivatives designated as hedging instruments: | |||||||||
Interest rate swaps | $ | | $ | | $ | | |||
Total | $ | | $ | | $ | | |||
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.
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INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The effect of cash flow hedging relationships recognized in other comprehensive income/(loss) excluding amounts reclassified from accumulated other comprehensive income for the three months ended March 31, 2026 and 2025 follows:
Three Months Ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Derivatives designated as hedging instruments: | ||||||
Interest rate swaps | $ | | $ | ( | ||
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 months ended March 31, 2026 and 2025 follows:
Three Months Ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Derivatives designated as hedging instruments: | ||||||
Interest rate swaps | $ | ( | $ | ( | ||
Discontinued hedging instruments: | ||||||
Interest rate swap | ( | | ||||
Total interest expense | $ | ( | $ | ( | ||
See Note 12, “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) | March 31, 2026 | December 31, 2025 | Fair Value Level | ||||||
Derivative Assets (interest rate swaps) | $ | | $ | | 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. |
The following table summarizes the fair values of net assets acquired in business combinations during the first quarter of 2026:
(Dollars in thousands) | Fair Value | Level 1 | Level 2 | ||||||
Previously held equity interest(1) | $ | | $ | — | $ | | |||
Identifiable net assets acquired in business combination(2) | | | |
(1) The fair value attributed to the previously held equity interest was derived from the consideration transferred in the transaction
(2) Identifiable net assets acquired primarily consisted of working capital, including $
14
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 10 — Debt:
Debt consists of the following:
(Dollars in thousands) | March 31, 2026 | | December 31, 2025 | |||
ECA Credit Facility, due 2038, net of unamortized deferred finance costs of $ | $ | | $ | | ||
2030 Bonds, due 2030, net of unamortized deferred finance costs of $ | | | ||||
BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $ | | | ||||
Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $ | | | ||||
Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $ | | | ||||
Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $ | | | ||||
Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $ | | | ||||
| | |||||
Less current portion | ( | ( | ||||
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 March 13, 2026, the Company borrowed $
Debt Covenants
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 months ended March 31, 2026 and 2025 was $
Note 11 — Capital Stock and Stock Compensation:
Share Repurchase Program
15
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Shares of Common Stock
The following table shows the changes in shares of common stock outstanding:
Three Months Ended March 31, | ||||||
2026 | 2025 | |||||
Common stock outstanding at beginning | 49,404,078 | 49,194,458 | ||||
Common stock issued - vesting or exercise of share-based compensation | 234,295 | 189,386 | ||||
Common stock withheld for employee taxes(1) | (133,677) | (96,387) | ||||
Common stock outstanding at ending | 49,504,696 | 49,287,457 | ||||
| (1) | In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased |
Management Compensation
Stock Options
There were
Restricted Stock Units
During the three months ended March 31, 2026, the Company granted
During the three months ended March 31, 2026, the Company also granted
Rights Agreement
On April 6, 2026, the Board approved and authorized management to enter into, on April 9, 2026, the Second Amended and Restated Rights Agreement (the “Second A&R Rights Agreement”) between the Company and Computershare Trust Company, N.A., as rights agent, which amended and restated the Amended and Restated Rights Agreement with Computershare Trust Company, N.A., as rights
16
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
agent (the “A&R Rights Agreement”) in its entirety. Each Right entitles the registered holder to purchase from the Company
In general terms, the Second A&R Rights Agreement implements the same features and protective measures of the A&R Rights Agreement (except as noted below) and includes the following revised provisions:
| i. | extends the “Final Expiration Date” from April 10, 2026 to April 8, 2029; and |
| ii. | increases the Purchase Price from $ |
The Second A&R Rights Agreement otherwise preserves the terms of the prior A&R Rights Agreement. In particular, the Second A&R Rights Agreement does not change:
| i. | the existing |
| ii. | the existing qualifying offer provision and the related stockholder redemption feature. |
The Company’s Board of Directors adopted the Second A&R Rights Agreement and prior versions of the Rights Agreement to enable all stockholders of the Company to realize the full potential value of their investment in the Company. The Second A&R Rights Agreement is designed to prevent any individual stockholder or group of stockholders from gaining control of the Company through open market accumulation without paying a control premium to all stockholders or by otherwise disadvantaging other stockholders. The Second A&R Rights Agreement is not intended to prevent a takeover or deter fair offers for securities of the Company that deliver value to all stockholders on an equal basis. It is designed, instead, to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.
The Company’s Board of Directors may consider an earlier termination of the Second A&R Rights Agreement if market and other conditions warrant.
Dividends
On
On
Note 12 — Accumulated Other Comprehensive Loss:
The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:
(Dollars in thousands) | March 31, 2026 | | December 31, 2025 | |||
Unrealized gains on derivative instruments | $ | | $ | | ||
Items not yet recognized as a component of net periodic benefit cost (pension plans) | ( | ( | ||||
Foreign currency translation adjustment | ( | | ||||
| $ | ( | $ | ( | ||
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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 months ended March 31, 2026 and 2025 follow:
(Dollars in thousands) | Unrealized gains on cash flow hedges | Items not yet recognized as a component of net periodic benefit cost | Foreign currency translation adjustment | Total | ||||||||
Balance as of December 31, 2025 | $ | | $ | ( | $ | — | $ | ( | ||||
Current period change, excluding amounts reclassified | ||||||||||||
from accumulated other comprehensive income/(loss) | | ( | ( | ( | ||||||||
Amounts reclassified from accumulated other comprehensive (loss)/income | ( | | — | ( | ||||||||
Balance as of March 31, 2026 | $ | | $ | ( | $ | ( | $ | ( | ||||
Balance as of December 31, 2024 | $ | | $ | ( | $ | — | $ | ( | ||||
Current period change, excluding amounts reclassified | ||||||||||||
from accumulated other comprehensive loss | ( | ( | — | ( | ||||||||
Amounts reclassified from accumulated other comprehensive loss | ( | | — | ( | ||||||||
Balance as of March 31, 2025 | $ | | $ | ( | $ | — | $ | ( | ||||
Amounts reclassified out of each component of accumulated other comprehensive loss follow:
Three Months Ended March 31, | ||||||||
(Dollars in thousands) | 2026 | 2025 | Statement of Operations | |||||
Reclassifications of gains on cash flow hedges: | ||||||||
Interest rate swaps entered into by the Company's subsidiaries | $ | ( | $ | ( | Interest expense | |||
Reclassifications of losses on discontinued hedging instruments: | ||||||||
Interest rate swap entered into by the Company's subsidiaries | ( | | 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 | | | Other income | |||||
Total before and net of tax | $ | ( | $ | ( | ||||
At March 31, 2026, the Company expects that it will reclassify $
See Note 9, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures relating to derivative instruments.
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INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 13 — Shipping Revenue and Other Operating Income:
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
Lightering services provided by the Company’s Crude Tanker Lightering Business, voyage charter contracts that do not meet the definition of a lease, and commercial management services rendered to vessel owners participating in the VLCC and Suezmax tanker pools, (TIL and TISL), respectively, are accounted for as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.
The following tables present the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three months ended March 31, 2026 and 2025:
Crude | Product | ||||||||
(Dollars in thousands) | Tankers | Carriers | Totals | ||||||
Three months ended March 31, 2026: | |||||||||
Revenues from leases | |||||||||
$ | | $ | | $ | | ||||
| | | |||||||
Voyage charter revenues from non-variable lease payments(1) | | | | ||||||
Revenues from services | |||||||||
Voyage charter revenues from lightering services | | — | | ||||||
Total shipping revenues | $ | | $ | | $ | | |||
Other operating income | $ | | $ | — | $ | | |||
Three months ended March 31, 2025: | |||||||||
Revenues from leases | |||||||||
$ | | $ | | $ | | ||||
| | | |||||||
Voyage charter revenues from non-variable lease payments | | | | ||||||
Revenues from services | |||||||||
Voyage charter revenues from lightering services | | — | | ||||||
Total shipping revenues | $ | | $ | | $ | | |||
_____________________________
| (1) | Voyage charter revenues from non-variable lease payments include voyage charter revenues of TISL. |
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INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Contract Balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606. Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.
(Dollars in thousands) | Voyage receivables - Billed receivables | Contract assets (Unbilled voyage receivables) | Contract assets (Unbilled Commercial Management Fees) | Contract liabilities (Deferred revenues and off hires) | ||||||||
Opening balance as of January 1, 2026 | $ | | $ | | $ | | $ | | ||||
Closing balance as of March 31, 2026 | | | | | ||||||||
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 months ended March 31, 2026 and 2025, respectively.
Costs to Obtain or Fulfill a Contract
As of March 31, 2026, there were
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 March 31, 2026, the value of EUAs held by the Company that are required to be surrendered to the EU authorities in September 2026 is approximately $
20
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents the components of the non-cash revenues and expenses recognized for EUAs earned and incurred during the three months ended March 31, 2026 and 2025:
Three months ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Pool revenues | $ | | $ | | ||
Time charter revenues | | | ||||
Total shipping revenues | $ | | $ | | ||
Voyage expenses | $ | | $ | | ||
The value of EUAs due to the Company from its charterers or commercial pools in which it participates is $
Note 14 — Leases:
As permitted under ASC 842, the Company has elected not to apply the provisions of ASC 842 to short term leases, which include: (i) tanker vessels chartered-in where the duration of the charter was one year or less at inception; (ii) workboats employed in the Crude Tankers Lightering business which have a lease term of 12-months or less; and (iii) short term leases of office and other space.
Contracts under which the Company is a Lessee
The Company currently has
Three Months Ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Operating lease cost | ||||||
Vessel assets | ||||||
Charter hire expenses | $ | | $ | | ||
Office space and vessel equipment | ||||||
General and administrative | | | ||||
Voyage expenses | | | ||||
Vessel expenses | | | ||||
Short-term lease cost | ||||||
Vessel assets (1) | ||||||
Charter hire expenses | | | ||||
Total lease cost | $ | | $ | | ||
| (1) | Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than |
21
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Supplemental cash flow information related to leases was as follows:
Three Months Ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Cash paid for amounts included in the measurement of lease liabilities | ||||||
Operating cash flows used for operating leases | $ | | $ | | ||
Supplemental balance sheet information related to leases was as follows:
(Dollars in thousands) | March 31, 2026 | December 31, 2025 | ||||
Operating lease right-of-use assets | $ | | $ | | ||
Current portion of operating lease liabilities | $ | ( | $ | ( | ||
Long-term operating lease liabilities | ( | ( | ||||
Total operating and finance lease liabilities | $ | ( | $ | ( | ||
Weighted average remaining lease term - operating leases | ||||||
Weighted average discount rate - operating leases | ||||||
1. Charters-in of vessel assets:
As of March 31, 2026, the Company has a commitment to time charter-in one LR1 through April 2026. The remaining minimum lease liabilities and related number of operating days under this operating lease as of March 31, 2026 are as follows:
(Dollars in thousands) | Amount | Operating Days | |||
2026 | $ | | |||
Total operating lease liabilities | $ | | |||
2. Office space and vessel equipment:
The Company has operating leases for offices, a lightering workboat dock space, and hull cleaning robots. These leases have expiry dates ranging from November 2026 to May 2033.
22
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Payments of lease liabilities for office space and vessel equipment as of March 31, 2026 are as follows:
(Dollars in thousands) | Amount | ||
2026 | $ | | |
2027 | | ||
2028 | | ||
2029 | | ||
2030 | | ||
Thereafter | | ||
Total lease payments | | ||
less imputed interest | ( | ||
Total operating lease liabilities | $ | |
Contracts under which the Company is a Lessor
See Note 13, “Shipping Revenue and Other Operating Income,” for discussion on the Company’s revenues from operating leases accounted for under ASC 842.
The future minimum contracted revenues, before the deduction of brokerage commissions, expected to be received on non-cancelable time charters for
(Dollars in thousands) | Amount | Revenue Days | |||
2026 | $ | | |||
2027 | | ||||
2028 | | ||||
2029 | | ||||
2030 | | ||||
Future minimum revenues | $ | | |||
Future minimum contracted revenues do not include the Company’s share of time charters entered into by the pools in which it participates or profit-sharing above the base rate on the newbuild dual-fuel LNG VLCCs. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.
Note 15 — Other Operating Expenses:
Other operating expenses consist of the following expenses:
Three months ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Consulting fees associated with settlement of pension plan obligations(1) | $ | | $ | | ||
Total other operating expenses | $ | | $ | | ||
| (1) | In September 2024, the Trustee of the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Plan”) purchased an insurance contract tailored to match the full value of future Plan benefits payable from the Plan. The Company is responsible for costs associated with the standard review of the underlying data of the Plan in preparation for the complete transfer of the |
23
INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| Company’s pension benefit obligation and related risks and rewards to the insurance company, which is expected to occur during calendar year 2027. |
Note 16 — Contingencies:
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 $
24
INTERNATIONAL SEAWAYS, INC.
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 highly cyclical nature of INSW’s industry; |
| ● | fluctuations in the market value of vessels; |
| ● | declines in charter rates, including spot charter rates or other market deterioration; |
| ● | an increase in the supply of vessels without a commensurate increase in demand; |
| ● | the impact of adverse weather and natural disasters; |
| ● | the adequacy of INSW’s insurance to cover its losses, including in connection with maritime accidents or spill events; |
| ● | constraints on capital availability; |
| ● | changing economic, political and governmental conditions in the United States and/or abroad and general conditions in the oil and natural gas industry; |
| ● | the effect of an increase in trade protectionism, including tariffs, and potential fees on vessels entering U.S. ports that were constructed in China or are owned or operated by a Chinese entity, and potential fees on vessels entering Chinese ports that were not constructed in China and that are owned or operated by a U.S. controlled entity; |
| ● | the impact of changes in fuel prices; |
| ● | acts of piracy on ocean-going vessels; |
| ● | terrorist attacks and seizures and active international hostilities and instability, including attacks against merchant vessels in the Arabian Gulf and Strait of Hormuz by Iran, and in the Red Sea and the Gulf of Aden by Iran-backed Houthi militants based in Yemen, as well as hostilities involving Iran, the United States and Israel; |
| ● | the war between Russia and Ukraine; |
| ● | the impact of public health threats and outbreaks of other highly communicable diseases; |
| ● | the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business opportunities and successfully run its business in the future; |
| ● | an event occurs that causes the rights issued under the Second Amended and Restated Rights Agreement adopted by the Company on April 9, 2026 to become exercisable; |
| ● | the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants; |
| ● | the Company’s ability to make capital expenditures to expand the number of vessels in its fleet, and to maintain all of its vessels and to comply with existing and new regulatory standards; |
| ● | the availability and cost of third-party service providers for technical and commercial management of the Company’s fleet; |
| ● | the Company’s ability to renew its time charters when they expire or to enter into new time charters; |
| ● | termination or change in the nature of the Company’s relationship with any of the commercial pools in which it participates and the ability of such commercial pools to pursue a profitable chartering strategy; |
| ● | competition within the Company’s industry and INSW’s ability to compete effectively for charters with companies with greater resources; |
| ● | the loss of a large customer or significant business relationship; |
| ● | the Company’s ability to realize benefits from its past acquisitions or acquisitions or other strategic transactions it may make in the future; |
| ● | increasing operating costs and capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties or the consolidation of suppliers; |
| ● | the Company’s ability to replace its operating leases on favorable terms, or at all; |
25
INTERNATIONAL SEAWAYS, INC.
| ● | changes in credit risk with respect to the Company’s counterparties on contracts; |
| ● | the failure of contract counterparties to meet their obligations; |
| ● | the compliance by shipyards that are constructing the Company’s newbuild vessels with their obligations under the shipbuilding contracts; |
| ● | the Company’s ability to attract, retain and motivate key employees; |
| ● | work stoppages or other labor disruptions by employees of INSW or other companies in related industries; |
| ● | unexpected drydock costs; |
| ● | the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom; |
| ● | the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate; |
| ● | seasonal variations in INSW’s revenues; |
| ● | government requisition of the Company’s vessels during a period of war or emergency; |
| ● | the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to ballast water treatment and the emission of greenhouse gases and air contaminants, including from marine engines; |
| ● | legal, regulatory or market measures to address climate change, including proposals to restrict emissions of greenhouse gases (“GHGs”) and other sustainability initiatives; |
| ● | increasing scrutiny and changing expectations from investors, lenders, and other market participants with respect to our sustainability and governance policies; |
| ● | any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption; |
| ● | the impact of litigation, government inquiries and investigations; |
| ● | governmental claims against the Company; |
| ● | the arrest of INSW’s vessels by maritime claimants; |
| ● | changes in laws, including governing tax laws, treaties or regulations, including those relating to environmental and security matters; |
| ● | changes in worldwide trading conditions, including the impact of tariffs, trade sanctions, boycotts and other restrictions on trade; and |
| ● | pending and future tax law changes may result in significant additional taxes to INSW. |
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 March 31, 2026 and for the three months ended March 31, 2026 and 2025. It is organized as follows:
| ● | General. This section provides a general description of our business, which we believe is important in understanding the results of our operations, financial condition and potential future trends. |
| ● | Operations & Oil Tanker Markets. This section provides an overview of industry operations and dynamics that have an impact on the Company’s financial position and results of operations. |
26
INTERNATIONAL SEAWAYS, INC.
| ● | Critical Accounting Estimates and Policies. This section identifies any updates to those accounting policies that are considered important to our results of operations and financial condition, require significant judgment and involve significant management estimates. |
| ● | Results from Vessel Operations. This section provides an analysis of our results of operations presented on a business segment basis. In addition, a brief description of significant transactions and other items that affect the comparability of the results is provided, if applicable. |
| ● | Liquidity and Sources of Capital. This section provides an analysis of our cash flows, outstanding debt and commitments. Included in the analysis of our outstanding debt is a discussion of the amount of financial capacity available to fund our ongoing operations and future commitments as well as a discussion of the Company’s planned and/or already executed capital allocation activities. |
| ● | Risk Management. This section provides a general overview of how the interest rate, currency and fuel price volatility risks are managed by the Company. |
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 months ended March 31, 2026 and 2025, we derived 58% and 47%, respectively, of our time charter equivalent (“TCE”) revenues from our Crude Tankers segment. Revenues from our Product Carriers segment constituted the balance of our TCE revenues in the 2026 and 2025 periods.
As of March 31, 2026, the Company’s operating fleet consisted of 64 wholly-owned or lease financed and time chartered-in vessels aggregating 7.6 million deadweight tons (“dwt”). In addition to our operating fleet of 64 vessels, three LR1 newbuilds are scheduled for delivery to the Company between the second and third quarters of 2026, bringing the total operating and newbuild fleet to 67 vessels. Our fleet includes VLCC, Suezmax and Aframax crude tankers and LR2, LR1 and MR product carriers. In addition to the Company’s operating fleet, Tankers International Suezmax Limited (“TISL”), a variable interest entity that is consolidated by the Company, has one Suezmax tanker time chartered-in from a third-party under its pool participation agreement as of March 31, 2026. See Note 8, “Variable Interest Entities (“VIEs”)” to the accompanying condensed consolidated financial statements for additional information on consolidated and unconsolidated VIEs.
The Company’s revenues are highly sensitive to (i) 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 and (ii) the Company’s vessel employment strategy.
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.
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The outbreak of war in the Middle East between Iran and the U.S. and Israel in late February 2026, and the seizures and attacks on vessels travelling through the Red Sea, the Gulf of Aden and the Arabian Gulf, and the effective closure of the Strait of Hormuz, have caused supply disruptions in the oil and gas markets and significant volatility in energy prices and spot charter hire rates. The sharp increase in oil prices and concerns that the supply of crude oil and petroleum products may be significantly constrained for some period of time has led a number of countries to impose export restrictions on certain oil and petroleum products. Also, while charter rates for crude tankers and product carriers initially increased and remain high following the disruption to shipping in the Middle East areas noted above, it is unlikely that the charter rates will remain at these historically high levels. We also expect the voyage expenses of the commercial pools in which we participate to be high in the near-term due to high bunker costs and being subject to additional war risks insurance premiums when the pool’s vessels transit through or call to any ports or areas or the waters of any country bordering the Arabian Gulf or the Red Sea. To date, these geopolitical developments have not had a material adverse effect on INSW’s operations, financial condition, results of operations or cash flow. The extent of any future impact will depend on how the situation develops, including any continued disruption in the Strait of Hormuz and its effect on global energy markets, including the restoration, and timing thereof, of damage to the existing energy infrastructure.
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.
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 82% of our total TCE revenues in the spot market for the three months ended March 31, 2026, compared with 81% for the three months ended March 31, 2025. The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters for three VLCCs, three Suezmaxes, one Aframax, one LR2, and six MRs, as of March 31, 2026 are as follows:
(Dollars in millions) | Amount(1) | ||
2026 | $ | 77.6 | |
2027 | 54.1 | ||
2028 | 48.8 | ||
2029 | 35.0 | ||
2030 | 7.1 | ||
Future minimum revenues | $ | 222.6 | |
| (1) | Future minimum contracted revenues do not include the Company’s share of time charters entered into by the pools in which it participates or profit-sharing above the base rate on the newbuild dual-fuel LNG VLCCs. 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. |
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INTERNATIONAL SEAWAYS, INC.
Operations and Oil Tanker Markets:
The International Energy Agency (“IEA”) estimates global oil consumption for the first quarter of 2026 at 103.4 million barrels per day (“b/d”), up 0.5% from the same quarter in 2025. The estimate for global oil consumption for 2026 is 104.3 million b/d, unchanged from 2025 levels. OECD demand in 2026 is estimated to decrease by 0.4% to 45.7 million b/d, while non-OECD demand is estimated to increase by 0.2% to 58.6 million b/d.
Global oil production in the first quarter of 2026 was 102.8 million b/d, an increase of 0.1 million b/d from the first quarter of 2025, but sharply down from 107.5 million b/d in the fourth quarter of 2025 due to effects related to the closure of the Strait of Hormuz. OPEC crude oil production averaged 25.9 million b/d in the first quarter of 2025, a decrease of 2.6 million b/d from the fourth quarter of 2025, and a decrease of 0.9 million b/d from the first quarter of 2025. Non-OPEC production increased by 1.2 million b/d to 71.6 million b/d in the first quarter of 2026 compared with the first quarter of 2025. Oil production in the U.S. of 13.2 million b/d in the first quarter of 2026 decreased by 4.5% from the fourth quarter of 2025 but increased by 0.8% from the first quarter of 2025.
U.S. refinery throughput increased by 0.6 million b/d to 16.6 million b/d in the first quarter of 2026 compared with the fourth quarter of 2025.
U.S. crude oil imports in the first quarter of 2026 decreased by 2.7% to 6.5 million b/d compared with the first quarter of 2025, with imports from OPEC countries decreasing by 0.1 million b/d and imports from non-OPEC countries decreasing by 0.1 million b/d. China’s crude oil imports in March were 11.8 million b/d, down 2.8% year-over-year. The full impact of the closure of the Strait of Hormuz won’t be seen until the April figures are released, since much of the March imports were already in transit and out of the Arabian Gulf at the time of the closure.
OECD commercial crude inventories in the first quarter of 2026 increased by 4.0%, or 53 million barrels, compared with the fourth quarter of 2025. OECD commercial product inventories in the first quarter of 2026 increased by 2.6%, or 37 million barrels, compared with the fourth quarter of 2025. Inventory levels are expected to decrease during the second quarter of 2026 as the full impact of the closure of the Strait of Hormuz on exports from the Middle East Gulf sets in.
During the first quarter of 2026, the tanker fleet of vessels over 10,000 dwt increased, net of vessels recycled, by 9.2 million dwt. The crude fleet increased by 6.7 million dwt, with VLCCs, Suezmaxes and Aframaxes increasing by 3.1 million dwt, 1.3 million dwt and 2.3 million dwt, respectively. The product carrier fleet increased by 2.5 million dwt, with LR1s increasing by 0.5 million dwt and MRs increasing by 2.0 million dwt. Year-over-year, the size of the tanker fleet increased by 20.7 million dwt with the increases of 3.7
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INTERNATIONAL SEAWAYS, INC.
million dwt, 4.1 million dwt, 6.3 million dwt, 0.5 million dwt and 6.1 million dwt in the VLCCs, Suezmax, Aframax, LR1 and MR fleets, respectively.
During the first quarter of 2026, the tanker orderbook increased by 22.5 million dwt from the fourth quarter of 2025. The crude tanker orderbook increased by 23.9 million dwt. The VLCC and Suezmax orderbooks increased by 19.9 million dwt and 5.2 million dwt, respectively, and the Aframax orderbook decreased by 1.1 million dwt. The product carrier orderbook decreased by 1.4 million dwt, with the LR1 orderbook decreasing by 0.6 million dwt and the MR orderbook decreasing by 0.8 million dwt. Year-over-year, the total tanker orderbook increased by 47.0 million dwt, with increases in VLCC and Suezmaxes of 38.5 million dwt and 11.8 million dwt, respectively. The LR1, Aframax and MR orderbooks decreased by 0.6 million dwt, 0.7 million dwt and 1.9 million dwt, respectively.
Tanker rates were very strong in the first quarter of 2026 compared with the fourth quarter of 2025. January and February saw stronger rates across the board compared with the fourth quarter. March, however, saw a significant increase in rates due primarily to the war among the U.S., Israel and Iran. As conditions normalize, while it is unlikely rates seen in March 2026 are sustainable, we would expect tanker markets to benefit from the rebalancing of trade flows and the replenishment of inventories.
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, 2025 included in the Company’s Annual Report on Form 10-K. See Note 3, “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 first quarter of 2026, income from vessel operations increased by $229.4 million to $288.6 million from $59.2 million in the first quarter of 2025. Such increase resulted principally from significantly higher TCE revenues, a $78.2 million increase in gains from vessel sales, and decreased general and administrative and vessel expenses in the current quarter.
TCE revenues in the first quarter of 2026 increased by $138.9 million, or 78%, to $317.2 million from $178.3 million in the first quarter of 2025. This increase reflects (i) an aggregate $157.0 million rates-based increase resulting from higher average daily rates earned across the Company’s fleet sectors, partially offset by (ii) a $14.8 million days-based reduction in the MR sector, which reflects the Company selling several of the older vessels in its fleet, as detailed below in the “Product Carriers” discussion.
See Note 5, “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 net income, as reported in the condensed consolidated statements of operations.
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Crude Tankers
Three Months Ended March 31, | ||||||
(Dollars in thousands, except daily rate amounts) | 2026 | 2025 | ||||
TCE revenues | $ | 184,276 | $ | 84,629 | ||
Vessel expenses | (30,396) | (28,418) | ||||
Charter hire expenses | (4,495) | (2,836) | ||||
Depreciation and amortization | (19,975) | (18,702) | ||||
Adjusted income from vessel operations (a) | $ | 129,410 | $ | 34,673 | ||
Average daily TCE rate | $ | 72,811 | $ | 34,528 | ||
Average number of owned vessels (b) | 25.5 | 19.5 | ||||
Average number of vessels chartered-in | 3.1 | 8.9 | ||||
Number of revenue days (c) | 2,531 | 2,451 | ||||
Number of ship-operating days: (d) | ||||||
Owned vessels | 2,297 | 1,770 | ||||
Vessels bareboat chartered-in under leases (e) | 270 | 810 | ||||
Vessels time chartered-in under operating leases (f) | 5 | — | ||||
Vessels spot chartered-in under leases (g) | 4 | — | ||||
| (a) | Adjusted income from vessel operations by segment is before other operating income, general and administrative expenses, other operating expenses and gain on disposal of vessels and other property, net. |
| (b) | The average is calculated to reflect the addition and disposal of vessels during the period. |
| (c) | Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock or lay-up. Revenue days are weighted to reflect the Company’s interest in chartered-in vessels. |
| (d) | Ship-operating days represent calendar days. |
| (e) | Represents VLCCs that secured lease financing arrangements during the periods presented. In November 2025 the Company purchased six of the nine VLCCs that it had been bareboat chartering-in. |
| (f) | Represents third-party vessels time chartered-in by TISL under its variable rate pool participation agreement. |
| (g) | Represents vessels spot chartered-in by the Company’s Crude Tankers Lightering business for full service lightering jobs. |
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The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2026 and 2025, 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 $1,699 and $1,112 per day for the three months ended March 31, 2026 and 2025, 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.
2026 | 2025 | |||||||||||
Spot Earnings | Fixed Earnings | Spot Earnings | Fixed Earnings | |||||||||
Three Months Ended March 31, | ||||||||||||
VLCC(1): | ||||||||||||
Average rate | $ | 86,693 | $ | 128,264 | $ | 33,531 | $ | 37,974 | ||||
Revenue days | 693 | 265 | 657 | 270 | ||||||||
Suezmax: | ||||||||||||
Average rate | $ | 68,027 | $ | 36,964 | $ | 30,911 | $ | 29,170 | ||||
Revenue days | 979 | 184 | 1,088 | 78 | ||||||||
Aframax: | ||||||||||||
Average rate | $ | 51,379 | $ | 38,511 | $ | 25,422 | $ | 38,502 | ||||
Revenue days | 266 | 90 | 270 | 89 | ||||||||
| (1) | The average rate reported in the table above for VLCCs in the three months ended March 31, 2026 represents VLCCs less than 15 years of age. The average spot TCE rate earned by the Company’s VLCCs on an overall basis during such period was $84,911. Additionally, during the first quarter of 2026, the Company paid a favorable positioning pool withdrawal fee to facilitate the early exit of one of its vessels from a commercial pool ahead of its sale. Such fee is excluded from the table above because the Company was reimbursed for this fee by the purchaser of the vessel. |
During the first quarter of 2026, TCE revenues for the Crude Tankers segment increased by $99.6 million, or 118%, to $184.3 million from $84.6 million in the first quarter of 2025. Such increase principally resulted from (i) an aggregate rates-based increase in the VLCC, Suezmax and Aframax sectors of $99.4 million which resulted from the very strong rate environment during the current quarter as described in the “Operations and Oil Tanker Markets” section above, and (ii) a $2.8 million days-based increase in the VLCC sector, which reflects 96 fewer off-hire days in the current period and the net impact of the Company’s acquisition of a 2020-built VLCC in November 2025, partially offset by the sales of one 2010-built VLCC and one 2011-built VLCC during the first quarter of 2025 and one 2010-built VLCC and one 2012-built VLCC during the first quarter of 2026. Partially offsetting the TCE revenue increases described above was a $2.2 million decrease in the Crude Tankers Lightering business.
Vessel expenses increased by $2.0 million to $30.4 million in the first quarter of 2026 from $28.4 million in the first quarter of 2025. Such increase was driven principally by increased costs for repairs, lubricating oils and crew. Charter hire expenses increased by $1.7 million quarter-over-quarter primarily due to increased charter hire expense in the Crude Tankers Lightering business, which reflects incremental chartered-in Aframax days for a full-service job completed during the first quarter of 2026 and increased daily rates on a portion of its chartered-in workboat fleet. In addition, charter hire expense for the first quarter of 2026 included hire due to a third party participant of TISL, the Suezmax tankers pool formed in March 2026 (as described in Note 8, “Variable Interest Entities,” to the accompanying condensed consolidated financial statements). Depreciation and amortization increased by $1.3 million to $20.0 million in the current quarter from $18.7 million in the first quarter of 2025, primarily as a result of increased drydock amortization, the timing of the sales of the VLCCs and the acquired VLCC noted above.
Excluding depreciation and amortization and general and administrative expenses, the operating loss for the Crude Tankers Lightering business was $0.3 million for the first quarter of 2026 compared with operating income of $2.8 million for the first quarter of 2025. The decrease reflects a decline in quarter-over-quarter activity levels, with 61 service support-only lightering jobs and one full-service lightering job being performed during the first quarter of 2026 compared with 85 service support-only lighterings during the first quarter of 2025.
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Product Carriers
Three Months Ended March 31, | ||||||
(Dollars in thousands, except daily rate amounts) | 2026 | 2025 | ||||
TCE revenues | $ | 132,969 | $ | 93,713 | ||
Vessel expenses | (30,643) | (38,610) | ||||
Charter hire expenses | (3,201) | (6,309) | ||||
Depreciation and amortization | (20,592) | (21,003) | ||||
Adjusted income from vessel operations | $ | 78,533 | $ | 27,791 | ||
Average daily TCE rate | $ | 39,131 | $ | 22,061 | ||
Average number of owned vessels | 34.1 | 43.1 | ||||
Average number of vessels chartered-in | 5.0 | 5.9 | ||||
Number of revenue days | 3,398 | 4,248 | ||||
Number of ship-operating days: | ||||||
Owned vessels | 3,071 | 3,923 | ||||
Vessels bareboat chartered-in under leases (a) | 360 | 360 | ||||
Vessels time chartered-in under leases | 90 | 180 | ||||
| (a) | Represents MRs that secured lease financing arrangements during the periods presented. |
The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2026 and 2025, 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 $814 and $767 per day for the three months ended March 31, 2026 and 2025, 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.
2026 | 2025 | |||||||||||
Spot Earnings | Fixed Earnings | Spot Earnings | Fixed Earnings | |||||||||
Three Months Ended March 31, | ||||||||||||
LR2: | ||||||||||||
Average rate | $ | — | $ | 39,509 | $ | — | $ | 39,417 | ||||
Revenue days | — | 90 | — | 90 | ||||||||
LR1(1): | ||||||||||||
Average rate | $ | 70,664 | $ | — | $ | 27,367 | $ | — | ||||
Revenue days | 507 | — | 719 | — | ||||||||
MR(2): | ||||||||||||
Average rate | $ | 37,224 | $ | 22,037 | $ | 21,408 | $ | 21,782 | ||||
Revenue days | 2,192 | 533 | 2,664 | 710 | ||||||||
| (1) | In order to take advantage of market conditions and optimize economic performance, during the 2026 and 2025 periods, management employed all of the Company’s LR1 product carriers, which operate in the Panamax International pool, exclusively in the transportation of crude oil cargoes. During the three months ended March 31, 2026, three LR1s were employed on transitional voyages in the spot market outside of their ordinary course operations in the Panamax International pool. Such transitional voyages are excluded from the table above. |
| (2) | During the three months ended March 31, 2025, one MR, which was acquired by the Company during the quarter, was employed on a transitional voyage in the spot market prior to joining the Norden MR Pool. Such transitional voyage is excluded from the table above. |
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INTERNATIONAL SEAWAYS, INC.
During the first quarter of 2026, TCE revenues for the Product Carriers segment increased by $39.3 million, or 42%, to $133.0 million from $93.7 million in the first quarter of 2025. The increase in TCE revenues was primarily as a result of (i) an aggregate $57.6 million rates-based increase in the LR1 and MR sectors due to higher average daily blended rates earned in the current quarter. Such increase was partially offset by (ii) a $14.8 million days-based decrease in the MR sector, which reflects the net impact of the Company’s sale of 13 MRs between June 2025 and March 2026, the acquisition of two MRs in January 2025 and 156 fewer off-hire days in the current quarter, and (iii) a $3.6 million days-based decrease in the LR1 sector, which resulted primarily from a 90-day quarter-over-quarter decrease in time chartered-in LR1 days, and 64 more off-hire days during the current quarter.
Vessel expenses decreased by $8.0 million to $30.6 million in the first quarter of 2026 from $38.6 million in the first quarter of 2025. Such decrease principally reflects the net sales of the MRs referenced above. Charter hire expenses decreased by $3.1 million to $3.2 million in the current quarter from $6.3 million in the first quarter of 2025, primarily as a result of the decrease in time chartered-in LR1s noted above. Depreciation and amortization decreased by $0.4 million to $20.6 million in the current quarter from $21.0 million in the prior year’s quarter. Such decrease resulted primarily from the changes in the MR fleet described above, offset to a large extent by increased depreciation in the LR1 fleet. The increases in the LR1 fleet reflected the Company taking delivery of three dual-fuel ready LNG newbuild LR1s between September 2025 and March 2026, offset by the sale of two 2006-built LR1s in the third quarter of 2025.
Other Operating Income
Other operating income totaling $1.9 million during the first quarter of 2026 represents fees earned by the Company’s wholly owned subsidiaries – Tankers (UK) Agencies Limited (“TUKA”) and Tankers (UK) Suezmax Agencies Limited (“TUKSA”) for commercial management services rendered to vessel owners participating in the VLCC and Suezmax tanker pools operated by Tankers International Limited (“TIL”) and TISL, respectively. See Note 8, “Variable Interest Entities (“VIEs”),” to the accompanying condensed consolidated financial statements for additional information on consolidated and unconsolidated VIEs.
General and Administrative Expenses
During the first quarter of 2026, general and administrative expenses decreased by $3.9 million to $9.3 million from $13.2 million in the first quarter of 2025. The primary driver for the quarter-over-quarter decrease was a $5.8 million decrease in legal fees, which in part reflected the recovery of $4.8 million in damages awarded to the Company by an arbitration tribunal in England in connection with a commercial dispute that arose in 2023. See Note 16, “Contingencies,” to the accompanying condensed consolidated financial statements for additional information. Partially offsetting the decrease was an increase in compensation and benefits costs of $1.4 million, which was primarily driven by the consolidation of the operating expenses of TUKA and TUKSA. The costs incurred by TUKA and TUKSA are substantially recovered by the Company through pool management fees charged to TIL and TISL, as discussed in the “Other Operating Income” section above.
Other Operating Expenses
See Note 15, “Other Operating Expenses,” to the accompanying condensed consolidated financial statements for additional information on these expenses.
Other Income
Other income of $2.6 million and $1.8 million for the three months ended March 31, 2026 and 2025, respectively, is primarily comprised of interest income earned on invested cash. The quarter-over-quarter increase in interest income reflects the impact of a higher average balance of invested cash during the three months ended March 31, 2026.
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INTERNATIONAL SEAWAYS, INC.
Interest Expense
The components of interest expense are as follows:
Three Months Ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Interest before items shown below | $ | 10,532 | $ | 12,589 | ||
Interest cost on defined benefit pension obligation | 207 | 197 | ||||
Impact of interest rate hedge derivatives | (475) | (596) | ||||
Capitalized interest | (1,305) | (738) | ||||
Interest expense | $ | 8,959 | $ | 11,452 | ||
Interest expense decreased during the first quarter of 2026 compared to the first quarter of 2025 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, (ii) the repayment in full of the OCY Lease Financing in November 2025, and (iii) the decline of SOFR rates during the first quarter of 2026 compared to 2025. See Note 10, “Debt,” in the accompanying condensed consolidated financial statements for further information on the Company’s debt facilities.
Taxes
The Company believes it will qualify 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 2026 calendar year, so long as less than 50 percent of the total value of the Company’s stock is held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2026. There can be no assurance at this time that INSW will continue to qualify for the Section 883 exemption beyond calendar year 2026. 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, except pursuant to any applicable waiver given by the U.S. government.
All of the Company’s vessel-owning subsidiaries and certain intermediate holding company subsidiaries are domiciled in Bermuda. The Bermuda Corporate Income Tax Act (the “Bermuda CIT Act”) provides an exclusion for Qualifying International Shipping Income (as defined in the Bermuda CIT Act), provided that applicable economic substance requirements relating to strategic or commercial management in Bermuda are satisfied. In compliance with the Bermuda CIT Act and applicable economic substance requirements, the strategic management of the Company’s international shipping income-generating subsidiaries and their intermediate parent holding companies is carried out from Bermuda. Based on the foregoing, the Company currently expects that its international shipping income will qualify for the Qualifying International Shipping Income exclusion under the Bermuda CIT Act. Under current Bermuda tax law, including the Bermuda CIT Act, Bermuda does not impose withholding taxes on distributions from the Company’s Bermuda 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, and should not be considered a substitute for, net income or cash flows from operations determined in accordance with GAAP.
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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:
| ● | EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; |
| ● | EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and |
| ● | EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. |
While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by 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:
Three Months Ended March 31, | ||||||
(Dollars in thousands) | 2026 | 2025 | ||||
Net income | $ | 286,143 | $ | 49,565 | ||
Interest expense | 8,959 | 11,452 | ||||
Depreciation and amortization | 40,567 | 39,705 | ||||
EBITDA | 335,669 | 100,722 | ||||
Gain on disposal of vessels and other assets, net | (88,171) | (10,021) | ||||
Holding gain on previously held equity interest | (3,919) | — | ||||
Adjusted EBITDA | $ | 243,579 | $ | 90,701 | ||
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 March 31, 2026, we had total liquidity on a consolidated basis of $917.9 million comprised of $376.8 million of cash and short-term investments and $541.1 million of undrawn revolver capacity.
Working capital at March 31, 2026 and December 31, 2025 was $575.7 million and $268.2 million, respectively. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits, and receivables. Current liabilities include current installments of long-term debt of $28.2 million and $25.8 million at March 31, 2026 and December 31, 2025, respectively.
The Company’s cash and cash equivalents increased by $24.9 million during the three months ended March 31, 2026. The increase principally reflects the net impact of (i) $141.1 million of cash provided by operating activities; (ii) $222.8 million of proceeds from the disposal of vessels and other assets; (iii) $42.6 million of borrowings under the ECA Credit Facility; (iv) $185 million in net cash invested in short-term investments; (v) $71.0 million in other expenditures for vessels, vessel improvements and other property, of which $69.4 million was construction in progress payments; (vi) $4.5 million cash consideration paid for the purchase of equity method investment, net of cash acquired; (vii) $106.4 million of cash dividends paid to shareholders; and (viii) $6.3 million in regularly scheduled principal amortization of the Company’s lease financing arrangements and ECA Credit Facility.
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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 March 31, 2026, we had total debt outstanding of $602.1 million (net of deferred financing costs of $12.4 million) and net debt to capital of 9.3%, compared with 16.5% at December 31, 2025.
Sources, Uses and Management of Capital
Focused on our business strategy goals, during 2026 to date, we have continued to (i) make substantial returns to shareholders and (ii) use incremental liquidity generated from operations and the proceeds from disposal of older tonnage at strong prices to enhance our balance sheet and liquidity position as well as invest in renewing and growing our fleet.
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 2026 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:
Returns to Shareholders
On February 25, 2026, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental cash dividend of $2.03 per share of common stock. Both dividends totaling $106.4 million in the aggregate were paid on March 30, 2026 to stockholders of record as of March 20, 2026.
On May 6, 2026, 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 $4.43 per share of common stock. Both dividends will be paid on June 26, 2026 to stockholders of record as of June 12, 2026.
Fleet Renewal and Growth
We executed the following fleet renewal and growth transactions:
| ● | Completed the sales and deliveries to buyers of one 2007-built MR, four 2008-built MRs, one 2010-built VLCC, and one 2012-built VLCC for net proceeds of $222.8 million. |
| ● | Acquired all of the outstanding capital stock of TUKA, a privately-held joint venture between the Company and CMB.Tech, which serves as the commercial manager for the VLCC pool company – TIL, for a total purchase consideration of $10.0 million (which includes the fair value of our previously held equity interest in TUKA). |
| ● | Took delivery in March 2026 and April 2026 of the third and fourth of six LR1 newbuildings under construction in Korea with K Shipbuilding Co., Ltd. The aggregate contract price for the six scrubber-fitted, dual-fuel ready LR1 vessels is approximately $359 million. As of March 31, 2026, the Company has approximately $121.7 million in remaining |
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| construction costs, of which approximately $115.6 million is expected to be drawn from the ECA Credit Facility in accordance with the delivery schedule. The remaining two LR1s are expected to be delivered in the third quarter of 2026. |
As of March 31, 2026, the Company has contractual commitments for the construction of three dual-fuel ready LR1s and the 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 March 31, 2026, are presented in the Aggregate Contractual Obligations Table below.
Outlook
Our strong balance sheet, as evidenced by a substantial level of liquidity, 25 unencumbered vessels as of March 31, 2026, and diversified financing sources with debt maturities spread out between 2030 and 2038, 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 March 31, 2026 follows:
Beyond | |||||||||||||||||||||
(Dollars in thousands) | 2026 | 2027 | 2028 | 2029 | 2030 | 2030 | Total | ||||||||||||||
$500 Million Revolving Credit Facility(1) | $ | 1,983 | $ | 2,338 | $ | 2,010 | $ | 1,671 | $ | 125 | $ | — | $ | 8,127 | |||||||
$160 Million Revolving Credit Facility(1) | 669 | 811 | 730 | 161 | — | — | 2,371 | ||||||||||||||
ECA Credit Facility - floating rate(2) | 8,322 | 11,830 | 11,581 | 11,281 | 10,995 | 119,717 | 173,726 | ||||||||||||||
2030 Bonds - fixed rate | 8,906 | 17,812 | 17,812 | 17,813 | 267,813 | — | 330,156 | ||||||||||||||
BoComm Lease Financing - fixed rate(3) | 17,902 | 23,761 | 23,827 | 23,762 | 142,272 | — | 231,524 | ||||||||||||||
Toshin Lease Financing - fixed rate(3) | 1,620 | 2,151 | 2,223 | 2,052 | 2,052 | 2,829 | 12,927 | ||||||||||||||
Hyuga Lease Financing - fixed rate(3) | 1,674 | 2,232 | 2,160 | 2,160 | 2,256 | 2,000 | 12,482 | ||||||||||||||
Kaiyo Lease Financing - fixed rate(3) | 1,847 | 2,214 | 2,214 | 2,214 | 2,127 | — | 10,616 | ||||||||||||||
Kaisha Lease Financing - fixed rate(3) | 1,663 | 2,214 | 2,214 | 2,214 | 2,287 | — | 10,592 | ||||||||||||||
Operating lease obligations(4) | |||||||||||||||||||||
Time Charter-in | 925 | — | — | — | — | — | 925 | ||||||||||||||
Office space and vessel equipment |
| 977 | 1,328 | 1,155 | 1,077 | 1,077 | 2,602 | 8,216 | |||||||||||||
Vessel and vessel betterment commitments(5) | 122,049 | — | — | — | — | — | 122,049 | ||||||||||||||
Total | $ | 168,537 | $ | 66,691 | $ | 65,926 | $ | 64,405 | $ | 431,004 | $ | 127,148 | $ | 923,711 |
| (1) | Amounts shown include unused revolver capacity commitment fees. |
| (2) | Amounts shown include unused commitment fees and contractual interest obligations on $123.1 million of outstanding floating rate debt estimated based on the applicable margin for the ECA Credit Facility of 1.1% and the fixed rate stated in the interest rate swaps (assigned for hedge accounting purposes) of 2.84% through the swap maturity date of February 22, 2027 for $91.1 million; the effective three-month SOFR rate of 3.7% as of March 31, 2026 was used for the remaining outstanding principal under the ECA Credit Facility. |
| (3) | Amounts shown include contractual implicit interest obligations of the lease financing under the bareboat charters. |
| (4) | As of March 31, 2026, the Company had a charter-in commitment for one vessel on a lease that is accounted for as an operating lease. The full amounts due under office space leases are discounted and reflected on the Company’s consolidated condensed balance sheet as lease liabilities with corresponding right of use asset balances. |
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| (5) | Represents the Company’s commitments for the purchase and installation of various performance efficiency devices for the fleet, and the remaining commitments for the construction of three dual-fuel ready LR1s. |
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.
At March 31, 2026, there have been no material changes in the information disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management” and “— Interest Rate Sensitivity” set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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 SEC 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.
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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 March 31, 2026 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 March 31, 2026 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 2025 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 2025 Form 10-K:
Risks Related to Our Industry
International hostilities between Iran and the United States and Israel could adversely affect the tanker industry, which could adversely affect INSW’s business.
On February 28, 2026, the United States, Israel and Iran began to engage in active hostilities and military action in and around the Arabian Gulf (the “AG”). These operations have continued, damaging the energy infrastructure of the AG region. As of late April 2026, more than 30 merchant vessels had been attacked by Iran in the AG and the Strait of Hormuz (the entrance to the AG), Iran has declared a blockade (while allowing limited vessel passage under certain conditions) and may have mined portions of the AG and the U.S. has declared a blockade of Iran-linked shipping, with vessel traffic through the Strait decreasing by approximately 90-95%, compared with prior periods, largely resulting in a continued closure of the Strait as a practical matter. This is particularly significant to the tanker industry as industry estimates suggest that as much as 20% of oil consumed worldwide moves through the Strait of Hormuz and its closure has had a particularly significant effect on the VLCC tanker fleet. Despite declaration of a two-week ceasefire in early April 2026, which has informally been extended, limited attacks by all three nations have continued, passage currently remains disrupted, and more significant hostilities may resume. The Company has no vessels in the AG and none of these attacks, seizures or sinkings have to date involved the Company’s vessels. These developments have impacted the tanker industry more broadly, including through higher charter rates, increased operating costs (including in particular bunker costs and insurance
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premiums) and market volatility, and have resulted in increases in the Company’s costs. To date, the hostilities have not had a material adverse effect on INSW’s operations, financial condition, results of operations or cash flow. The extent of any future impact will depend on how the situation develops, including the duration of any continued disruption in the Strait of Hormuz and its effect on global energy markets, including with respect to reduced inventory levels which could impact the tanker industry. No assurance can be given that these hostilities (and related consequences) will not have a material adverse effect on INSW’s business, financial condition, results of operations and cash flow in the future.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No stock repurchases were made during the three months ended March 31, 2026 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 11, “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 first quarter of 2026, none of our directors or executive officers
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INTERNATIONAL SEAWAYS, INC.
Item 6. Exhibits
4.1 | Second Amended and Restated Rights Agreement, dated as of April 9, 2026, between the Registrant and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent, which includes the form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Common Stock as Exhibit B (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated April 9, 2026 and incorporated herein by reference). | |
10.1 | Joinder Agreement dated March 27, 2026 by Hendricks Tanker Company LLC to the $500 Million RCF among the Registrant, the Borrower, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Nordea Bank Abp, New York Branch, as administrative agent for the lenders and as collateral agent and security trustee for the Secured Parties (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 31, 2026 and incorporated herein by reference). | |
*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) |
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INTERNATIONAL SEAWAYS, INC.
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.
INTERNATIONAL SEAWAYS, INC. | |
(Registrant) | |
Date: May 7, 2026 | /s/ Lois K. Zabrocky |
Lois K. Zabrocky | |
Chief Executive Officer | |
Date: May 7, 2026 | /s/ Jeffrey D. Pribor |
Jeffrey D. Pribor | |
Chief Financial Officer |
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