INSW 10-K & 10-Q changes, risk factors and insider trading

During the second half of 2024,2025, tanker values decreased,increased, primarily because of lowerhigher TCE rates (resulting in part from reducedgeopolitical demandconditions) and limited shipyard capacity to construct tankers because of orders for oilother transportedcategories onof sanctionvessels compliantsuch vessels,as inbulk particularcarriers, reducedcontainer demandships fromand China).LNG carriers. If INSW sells a vessel at a sale price that is less than the vessel’s carrying amount on the Company’s financial statements, INSW will incur a loss on the sale and a reduction in earnings and surplus. Declines in the values of the Company’s vessels could adversely affect the Company’s compliance with its loan covenants.

The Company evaluates events and changes in circumstances that have occurred to determine whether they indicate that the carrying amounts of the vessel assets might not be recoverable. This review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires the Company to make various estimates, including with respect to future freight rates, earnings from the vessels, market appraisals and discount rates. All of these items have historically been volatile. The Company evaluates the recoverable amount of a vessel asset as the sum of its undiscounted estimated future cash flows. If the recoverable amount is less than the vessel’s carrying amount, the vessel’s carrying amount is then compared to its estimated fair value. If the vessel’s carrying amount is less than its fair value, it is deemed impaired. The carrying values of the Company’s vessels may differ significantly from their fair market value. The Company recordeddid anot record any vessel impairment charge of $8.7 millioncharges during 2024.2025.

Additionally, protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Governments may turn to trade barriers to protect their domestic industries against foreign imports, therebyor to retaliate against other governments imposing tariffs, potentially depressing shipping demand. The United States government has made statements and taken actions that impact U.S. international trade policies, including imposing new tariffs on imports from Canada, Mexico and China, and those and other countries have imposed, or threatened to impose, retaliatory tariffs on imports from the United States. In particular, leadersshifts in trade regulations or port-related regulatory actions in China and the United States, including changes to port fee structures, can create uncertainty around voyage costs and operational planning. We cannot predict the timing, outcome, or impact of future developments in the UnitedU.S., StatesChina haveor indicatedother the United States may seek to implement more protectivecountries’ trade measuresregulations or tariff policy, and toany withdrawsuch fromchanges certaincould internationalmaterially tradeadversely treaties,affect includingour withbusiness, China.financial condition or results of operations. Increasing trade protectionism may cause an increase in the cost of goods exported from regions globally, particularly the Asia-Pacific region and the risks associated with exporting goods, which may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs. Further, increased tensions may adversely affect oil demand, which would have an adverse effect on shipping rates.

Terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both the Company’s ability to charter its vessels and the charter rates payable under any such charters. In addition, INSW operates in a sector of the economy that is likely to be adversely impacted by the effect of political instability, terrorist or other attacks, war or international hostilities. Political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region, in the Black Sea in connection with the war between Russia and Ukraine and in the Red Sea and the Gulf of Aden in connection with the Israel/Gaza conflict resulting from attacks by Iran-backed Houthi militants based in Yemen, respectively. Political tensions and heightened sanctions enforcement in other oil‑producing regions, such as Venezuela, may also contribute to volatility in global oil markets and pose additional risks to maritime operations. These factors could also increase the costs to the Company of conducting its business, particularly crew, insurance and security costs, and prevent or restrict the Company from obtaining insurance coverage, all of which have a material adverse effect on INSW’s business, financial condition, results of operations and cash flows.

The threat of pirate attacks on seagoing vessels remains, particularly off the west coast of AfricaAfrica, the Gulf of Aden and in the South China Sea. If piracy attacks result in regions in which the Company’s vessels are deployed being characterized by insurers as “war risk” zones, as the Gulf of Aden has been, or Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly, and such insurance coverage may become difficult to obtain. Crew costs could also increase in such circumstances due to risks of piracy attacks.

As of December 31, 2024,2025, INSW had approximately $688$567 million of outstanding indebtedness (including finance lease obligations), net of discounts and deferred finance costs. INSW’s substantial indebtedness and interest expense could have important consequences, including:

The Company’s $500 Million Revolving Credit Facility and $160 Million Revolving Credit Facility contain customary representations, warranties, restrictions and covenants including financial covenants that require the Company (i) to maintain a minimum liquidity level of the greater of $50 million and 5% of the Company’s Consolidated Indebtedness; (ii) to ensure the Company’s and its consolidated subsidiaries’ Maximum Leverage Ratio will not exceed 0.60 to 1.00 at any time; (iii) to ensure that Current Assets exceeds Current Liabilities (which is defined to exclude the current potionportion of Consolidated Indebtedness); and (iv) to ensure the aggregate Fair Market Value of the Collateral Vessels under each facility will not be less than 135% of the aggregate outstanding principal amount of each facility. Certain of the Company’s other debt agreements, and its lease financing arrangements also contain similar financial covenants.

The Company’s business strategy is based in part upon the expansion of its fleet through the purchase of additional vessels at attractive points in the tanker cycle. The Company currently has newbuilding construction contracts for the purchase of sixfour dual fuel LNG ready LR1s, which are scheduled to be delivered between the first and third quarters of 2026 (in addition to two dual fuel LNG ready LR1s which were delivered in September and October 2025). These contracts provide for installment payments of the purchase price to be made by the Company as the vessels are being built. If the Company is unable to fulfilfulfill its obligations under such contracts, the shipyard constructing such vessels may be permitted to terminate such contracts and the Company may be required to forfeit all or a portion of the down payments it made under such contracts and it may also be sued for any outstanding balance. In addition, as a vessel must be drydocked within five years of its delivery from a shipyard, with survey cycles of no more than 60 months for the first three surveys, and 30 months thereafter, not including any unexpected repairs, the Company will incur significant maintenance costs for its existing and any newly-acquired vessels. As a result, if the Company does not utilize its vessels as planned, these maintenance costs could have material adverse effects on the Company’s business, financial condition, results of operations and cash flows.

INSW’s ability to renew expiring contracts or obtain new charters will depend on the prevailing market conditions at the time of renewal. As of December 31, 2024,2025, INSW employed 1413 of its vessels on time charters, with expiration dates ranging between FebruaryMarch 20252026 and April 2030. The Company’s existing time charters may not be renewed at comparable rates or if renewed or entered into, those new contracts may be at less favorable rates. In addition, there may be a gap in employment of vessels between current charters and subsequent charters. If, upon expiration of the existing time charters, INSW is unable to obtain time charters or voyage charters at desirable rates, the Company’s business, financial condition, results of operations and cash flows may be adversely affected.

As of December 31, 2024,2025, nine of the Company’s 1312 VLCCs participate in the TI pool; 1211 of its 13 Suezmaxes participate in the Maersk Tankers pool; three of the Company’s four Aframaxes participate in the Aframax International pool; all eightseven of its LR1s participate in the PI pool; and 3027 of the 3933 MRs participate in the CPTA pool or NTP pool. INSW’s participation in these pools is intended to enhance the financial performance of the Company’s vessels through higher vessel utilization. Any participant in any of these pools has the right to withdraw upon notice in accordance with the relevant pool agreement. Changes in the management of, and the terms of, these pools (including as a result of changes adopted in conjunction with the implementation of the EU Emission Trading System), decreases in the number of vessels participating in these pools, or the termination of these pools, could result in increased costs and reduced efficiency and profitability for the Company.

In general, capital expenditures and other costs necessary for maintaining a vessel in good operating condition increase as the age of the vessel increases. As of December 31, 2024,2025, the weighted average age of the Company’s total owned and operated fleet was 11.010.9 years (which excludes the sixfour remaining dual fuel LNG ready LR1s currently under construction and contracted for delivery to the Company during the third quarter of 2025 throughby the third quarter of 2026). In addition, older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Accordingly, it is likely that the operating costs of INSW’s currently operated vessels will rise as the age of the Company’s fleet increases. In addition, changes in governmental regulations and compliance with Classification Society standards may restrict the type of activities in which the vessels may engage and/or may require INSW to make additional expenditures for new equipment. Every commercial tanker must pass inspection by a Classification Society authorized by the vessel’s country of registry. The Classification Society certifies that a tanker is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the tanker and the international conventions of which that country is a member. If a Classification Society requires the Company to add equipment, INSW may be required to incur substantial costs or take its vessels out of service. Market conditions may not justify such expenditures or permit INSW to operate its older vessels profitably even if those vessels remain operational. If a vessel in INSW’s fleet does not maintain its class and/or fails any survey, it will be unemployable and unable to trade between ports until its class is restored or such failure is remedied. This would negatively impact the Company’s results of operation.

In addition, the Company’s fleet includes a number of vessels purchased in the secondhand market or otherwise acquired after they have been constructed, such as through the Merger.constructed. While the Company typically inspects secondhand vessels before it purchases or otherwise acquires them, those inspections do not necessarily provide INSW with the same level of knowledge about those vessels’ condition that INSW would have had if these vessels had been built for and operated exclusively by it. The Company may not discover defects or other problems with such vessels before purchase, which may lead to expensive, unanticipated repairs, and could even result in accidents or other incidents for which the Company could be liable.

Furthermore, recent mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, INSW is generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Supplier consolidation may result in a shortage of supplies and services, thereby increasing the cost of supplies or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could result in downtime, and delays in the repair and maintenance of the Company’s vessels and have a material adverse effect on INSW’s business, financial condition, results of operations and cash flows.

The Company stores, processes, maintains, and transmits confidential information through information technology (“IT”) systems. Cybersecurity issues, such as data breaches and computer malwares,malware, affecting INSW’s IT systems or those of its third-party vendors, suppliers or counterparties, could disrupt INSW’s business, result in the unintended disclosure or misuse of confidential or proprietary information, disruption in regular business operations, damage its reputation, increase its costs, and cause losses.

The Company collects, stores and transmits sensitive and business critical data, including its own proprietary business information and that of its counterparties, and personally identifiable information of counterparties and employees, using both its own IT systems and those of third-party vendors. In addition, the Company relies on the transmission of similarly sensitive data from the Company’s third-party suppliers and vendors. The safe storage, accurate processing, timely availability and secure transmission of this information is critical to INSW’s operations. The Company’s dependency on IT systems includes accounting, billing, disbursement, cargo booking and tracking, vessel scheduling and stowage, vessel operations, customer service, banking, payroll and messaging systems. The Company’s IT infrastructure, or those of its customers or third-party vendors, suppliers or counterparties, are vulnerable to data breaches, computer malwares,malware, and other security problems as well as failures caused by the occurrence of natural disasters or other unexpected problems. Many companies, including companies in the shipping industry, have increasingly reported breaches in the security of their information technology systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage. The Company has experienced attempted attacks on its email system to obtain unauthorized access to confidential information.

The Company may be required to spend significant capital and other resources to further protect itself and its systems against threats of security breaches and computer malware, or to alleviate problems caused by security breaches or malwares.malware. Security breaches and malware could also expose the Company to claims, litigation and other possible liabilities. Any inability to prevent security breaches (including the inability of INSW’s third-party vendors, suppliers or counterparties to prevent security breaches) could also cause existing clients to lose confidence in the Company’s IT systems and could adversely affect INSW’s reputation, cause losses to INSW or our customers, damage our brand, and increase our costs. In order to mitigate the financial impact of any losses arising from security breaches or computer malwares,malware, the Company has purchased insurance that covers losses arising from such breaches or malwares,malware, including data recovery, extortion, ransomware and business interruption.

We may face increasing pressures from investors, lenders and other market participants, which are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent procedures or standards so that our existing and future investors remain invested in us and make further investments in us, especially given our business of transporting crude oil and refined petroleum products. In addition, we will incur additional costs and require additional resources to monitor, report and comply with wide-ranging sustainability and governance requirements. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Certain of the Company’s vessels are subject to more stringent numeric discharge limits of ballast water under the EPA’s VGP, with additional vessels becoming subject in future years, even though those vessels have obtained a valid extension from the USCG for implementation of treatment technology under the USCG’s final rules. The EPA has determined that it will not issue extensions under the VGP but has stated that vessels that (i) have received an extension from the USCG, (ii) are in compliance with all of the VGP requirements other than numeric discharge limits and (iii) meet certain other requirements will be entitled to “low enforcement priority”. While INSW believes that any vessel that is or may become subject to the more stringent numeric discharge limits of ballast water meets the conditions for “low enforcement priority,” no assurance can be given that they will do so. If the EPA determines to enforce the limits for such vessels, such action could have a material adverse effect on INSW. Further, it is anticipated that in November 2026 the USCG will implement regulations under VIDA at which time the discharge of ballast water in the navigable waters of the United States will no longer be subject to the VGP. See Item 1, “Business —Environmental and Security Matters Relating to Bulk Shipping.”

Tax laws, including tax rates, in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control and may result in significant additional taxes to us. For example, various governments and organizations such as the EU and Organization for Economic Co-operation Development (or the OECD) are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue. In January 2019, the OECD announced further work in continuation of its Base Erosion and Profit Shifting project, focusing on two “pillars”. Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. The Pillar Two Model Rules are designed to ensure that large multinational enterprises (MNEs) that have annual revenues of €750 million or more in at least two of the four fiscal years immediately preceding the tested fiscal year pay a minimum level of tax on the income arising in each jurisdiction where they operate. In October 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2024 and 2025. Qualifying International Shipping Income is exempt from many aspects of this framework if the exemption requirements are satisfied. As currently drafted, the exemption requirements are limited to the extent strategic and/or commercial management of ships are carried on from within the jurisdiction in which the ship owning and revenue generating entity is domiciled. On December 20, 2021, the OECD published model rules to implement the Pillar Two rules, which are generally consistent with the agreement reached by the framework in October 2021. On December 12, 2022, the EU member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on large multinational enterprisesMNEs with revenues of at least €750 million, which became effective in 2024. A number of countries have adopted the OECD’s minimum tax rules and have implemented these rules or local versions of these rules effective January 1, 2024. None of the Company’s subsidiaries arewere domiciled in such jurisdictions as of December 31, 2024, however. these laws as enacted and implemented could result in additional tax imposed on us or our subsidiaries if we or our subsidiaries decide to do business from such jurisdictions in the future.

We are a corporation formed in the Republic of the Marshall Islands. In addition, a substantial portion of our assets are located outside of the United States.States, principally in Bermuda. As a result, you may have difficulty serving legal process within the United States upon us. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against us or our directors and officers, including in actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is substantial doubt that the courts of the Republic of the Marshall Islands or of the non-U.S. jurisdictions in which our offices are located would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

Notwithstanding the foregoing advantages provided by the Amended and Restated Rights Plan to the interests of all stockholders, the Amended and Restated Rights PlanPlan, while in effect, may depress the market price of the Company’s common stock by acting to discourage, delay or prevent a change of control of the Company or changes in the management of the Company that the stockholders of the Company may deem advantageous.

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 years ended December 31, 20242025 and 20232024 we derived 53%52% and 51%,47%, respectively, of our TCE revenues from our ProductCrude CarriersTankers segment. Revenues from our CrudeProduct TankersCarriers segment constituted the balance of our TCE revenues during these periods.

As of December 31, 2024,2025, the Company’s operating fleet consisted of 7870 wholly-owned or lease financed and time chartered-in vessels aggregating 9.18.4 million deadweight tons (“dwt”). In addition to our operating fleet of 7870 vessels, sixfour LR1 newbuilds are scheduled for delivery to the Company between the second half of 2025first and third quarterquarters of 2026, bringing the total operating and newbuild fleet to 8474 vessels. Our fleet includes VLCC, Suezmax and Aframax crude tankers and LR2, LR1 and MR product carriers.

The ongoingRussian-Ukraine military conflict in Ukraine has had a significant direct and indirect impact on the trade of crude oil and refined petroleum products. This conflictwar has resulted in the United States, United Kingdom, and the European Union, amongand other countries,countries implementing sanctions and executive orders against citizens, entities, and activities connected to Russia. Some of these sanctions and executive orders target the Russian oil sector, including a prohibition on the import of oil from Russia to the United States or the United Kingdom, and the European Union'sEU's ban on Russian crude oil and petroleum productsproducts, which took effect in December 2022 and February 2023, respectively.

Russia’s invasion of Ukraine also led to a disruption in supply chains for crude oil and refined petroleum products, changing volumes and trade routes, thus increasing ton-mile demand for the seaborne transportation of both crude oil and refined petroleum products, which has resulted in a prolonged spike in freight rates. Self-sanctioning by Western oil majors and many ship ownersshipowners resulted in disrupted product flows, primarily diesel, from Russia to Europe, while high arbitrage spreads incentivized Middle Eastern and U.S. diesel flows to Europe, increasing ton-mile demand for vessels.

The U.S., EU nations and other countries could impose wider sanctions and take other actions. Further sanctions imposed or actions taken by the U.S., EU nations or other countries, and retaliatory measures by Russia in response, could lead to increased volatility in global oil demand, which could have a material impact on our business, results of operations and financial condition. In addition, it is possible that third parties with which we do business may be impacted by events in Russia and Ukraine, which could adversely affect us. See Item 1A, Risk Factors – Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect INSW’s business.

TheMilitary ongoinghostilities militaryin conflictthe Middle East, including those in the Israel-Gaza region and those between IsraelIsrael, Iran, the Houthis of Yemen and Hamasthe hasUnited States have had both a direct and an indirect impact on the tradetransportation of crude oil and refined petroleum products.products through the region. Heightened security risks because of attacks and threats of attacks on merchant vessels transiting through the Red Sea to or from the Suez Canal hasregion led to an increase in ton-mile demand for vessels as more vessel owners arewere opting to re-route their vessels around the Cape of Good Hope. See Item 1A, Risk Factors – Terrorist attacks and internationalSuch hostilities andalso instabilityled canto affectperiodic increases in charter rates to compensate vessel owners for the tankerheightened industry,risks whichas couldwell adverselyas affectincreases INSW’sin business.war risk insurance premiums.

The International Energy Agency (“IEA”) estimates global oil consumption for the fourth quarter of 20242025 at 104.0105.1 million barrels per day (“b/d”), up 1.5%0.8% from the same quarter in 2023.2024. The estimate for global oil consumption for 20252026 is 104.0105.0 million b/d, an increase of 1.1%1.0% over the 20242025 estimate of 102.9104.0 million b/d. OECD demand in 20252026 is estimated to remainincrease unchangedby at0.2% 45.7to 45.8 million b/d, while non-OECD demand is estimated to increase by 1.9%1.5% to 58.359.2 million b/d.

Global oil production in the fourth quarter of 20242025 was 102.9107.2 million b/d, an increase of 0.14.1 million b/d from the fourth quarter of 2023.2024. OPEC crude oil production averaged 26.728.5 million b/d in the fourth quarter of 2024,2025, unchangedup 0.6 million b/d from the third quarter of 2024,2025, and an increase of 0.21.8 million b/d from the fourth quarter of 2023.2024. Non-OPEC production increased by 0.12.1 million b/d to 70.673.0 million b/d in the fourth quarter of 20242025 compared with the fourth quarter of 2023.2024. Oil production in the U.S. of 13.513.9 million b/d in the fourth quarter of 20242025 increased by 2.0%1.2% from the third quarter of 20242025 and by 2.3%2.5% from the fourth quarter of 2023.2024.

U.S. refinery throughput decreased by 0.4 million b/d to 16.5 million b/d in the fourth quarter of 2024 compared with the third quarter of 2024. U.S. crude oil imports in the fourth quarter of 20242025 increaseddecreased by 0.2 million b/d7.1% to 6.45.9 million b/d compared with the fourth quarter of 2023,2024, with imports from OPEC countries increasingdecreasing by 0.10.2 million b/d and imports from non-OPEC countries increasingdecreasing by 0.10.3 million b/d. China’s crude oil imports in December 2025 were 13.2 million b/d, up 10% from November 2025 and up 17% from December 2024. China’s crude oil imports increased 4.4% in 2025 compared with 2024.

OECD commercial crude inventories in the fourth quarter of 20242025 decreasedincreased by 3.2%,3.0%, or 4339 million barrels, compared with the third quarter of 2024.2025. OECD commercial product inventories in the fourth quarter of 20242025 increased by 1.7%,2.7%, or 2439 million barrels, compared with the third quarter of 2024.2025.

During the fourth quarter of 2024,2025, the tanker fleet of vessels over 10,000 dwt increased, net of vessels recycled, by 1.12.6 million dwt. The crude fleet increased by 0.51.3 million dwt, with VLCCs decreasing by 0.6 million dwt andVLCCs, Suezmaxes and Aframaxes increasing by 0.60.3 million dwt, 0.1 million dwt and 0.50.8 million dwt, respectively. The product carrier fleet increased by 0.61.3 million dwt, allwith inLR1s thedecreasing MRby fleet.0.1 million dwt and MRs increasing by 1.4 million dwt. Year-over-year, the size of the tanker fleet increased by 5.514.6 million dwt with the VLCCsincreases decreasing byof 0.6 million dwt, 3.5 million dwt, 5.4 million dwt and Suezmaxes,5.3 Aframaxes,million dwt in the VLCCs, Suezmax, Aframax and MRsMR increasing by 1.1 million dwt, 2.5 million dwt, and 2.5 million dwt,fleets, respectively. The LR1/Panamax fleet remaineddecreased unchanged.by 0.1 million dwt.

During the fourth quarter of 2024,2025, the tanker orderbook increased by 2.917.7 million dwt overall compared with the third quarter of 2024.dwt. The crude tanker orderbook increased by 1.718.0 million dwt. The VLCCVLCC, orderbookSuezmax and Aframax orderbooks increased by 1.812.4 million dwt, 2.4 million dwt and 3.3 million dwt, respectively. The product carrier orderbook decreased by 0.3 million dwt, with the LR1 orderbook increasing by 0.1 million dwt and the SuezmaxMR orderbook decreaseddecreasing by 0.20.4 million dwt. The product carrier orderbook increased by 1.2 million dwt, with increases in the LR1 and MR sectors of 0.5 million dwt and 0.7 million dwt respectively. Year-over-year, the total tanker orderbook increased by 45.223.6 million dwt, with increases in VLCC, Suezmaxes, Aframaxes, PanamaxesVLCC and LR1sSuezmaxes of 18.8 million dwt, 5.5 million dwt, 8.3 million dwt, 2.619.0 million dwt and 10.06.4 million dwt, respectively. The LR1 orderbook remained flat, while the Aframax and MR orderbooks decreased by 0.4 million dwt and 1.4 million dwt, respectively.

During 2024,2025, income from vessel operations decreased by $160.2$109.8 million to $455.2$345.4 million from $615.4$455.2 million in 2023.2024. Such decrease resulted principally from (i) a year-over-year decrease in TCE revenues and (ii) increased depreciation and amortizationamortization, partially offset by (iii) larger gains on vessel sales and (iv) lower vessel expenses in the current year.

The decrease in TCE revenues in 20242025 of $122.4$113.5 million, or 12%, to $933.1$819.6 million from $1,055.5$933.1 million in 20232024 primarily reflects (i) a net aggregate rates-based decrease of $103.6$112.4 million resulting from lower average daily rates in the CrudeProduct tanker and LR1 fleets, partially offset by strengthened rates in the LR2 and MRCarrier sectors, and (ii) a $31.6$26.2 million days-based decline in the LR1VLCC fleet dueassociated towith athe smallerfirst timequarter chartered-inof portfolio2025 sales of one 2010-built VLCC and 133one more2011-built off-hireVLCC days during the current year, partially offset byand (iii) a $10.7$16.7 million decrease in the Crude Tankers Lightering business. Partially offsetting the TCE revenue decreases described above were (i) a rates-based increase in the VLCC fleet of $26.4 million due to strengthening rates in the sector and (ii) a $10.2 million days-based increase in the VLCCMR fleetfleet, resultingwhich fromreflects the deliverytiming of threethe dual-fuelacquisition VLCCof newbuildsnine modern MRs between MarchApril 20232024 and MayJanuary 2023,2025 andas (iv) a $5.7 million increase attributablecompared to the Company’ssales Lighteringof business.11 older vessels in the fleet between April 2024 and December 2025.

During 2024,2025, TCE revenues for the Crude Tankers segment decreased by $75.1$13.8 million, or 15%,3%, to $423.3 million from $437.1 million from $512.2 million in 2023.2024. Such decrease principally resulted from (i) ana aggregate$26.2 rates-basedmillion decreasedays-based decline in the VLCC,VLCC Suezmaxsector, which reflected the sales of one 2010-built VLCC and Aframaxone fleets2011-built VLCC during the first quarter of $90.52025, millionand due67 tomore loweroff-hire averagedays dailyduring blendedthe ratescurrent year which included 47 drydocking days for a 2020-built VLCC acquired by the Company in theseNovember sectors2025 and (ii) a $3.7$16.7 million days-based decrease in the Aframax fleet, which reflected 87 more off-hire days in the current year. These decreases were partially offset by (iii) a $10.7 million days-based increase in the VLCC fleet, which reflected the delivery of three dual-fuel LNG VLCC newbuilds between March 2023 and May 2023, partially offset by 80 more off-hire days in the current year, (iv) a $5.7 million increase in the Crude Tankers Lightering business,business. andPartially offsetting the TCE revenue decreases described above were (vi) a $2.7 million days-basedrates-based increase in the SuezmaxVLCC fleet of $26.4 million due to strengthening rates in the sector resultingand from(ii) 45a days-based increase of $5.2 million in the Aframax fleet reflecting 162 fewer off-hire days in the current year.

Excluding depreciation and amortization and general and administrative expenses, operating income for the Crude Tankers Lightering business was $24.4$7.8 million for 20242025 compared to $23.3 million for 2023.2024. The increasedecrease reflects increaseddecreased activity levels year-over-year, with 329 service support only lighterings and four full-service lighterings being performed during 2025 compared to the 459 service support only lighterings and six full-service lighterings being performed during 2024 compared to the 438 service support only lighterings and two full-service lightering that were performed during 2023.2024. The decreased lightering activity levels during 2025 reflects the impact of geopolitical dynamics and volatile market conditions that disrupted supply chains and resulted in a shift from the use of large crude carriers for the fulfillment of oil cargo demand to the use of smaller crude carriers, which did not require transshipment.

Vessel expenses during 20242025 increased by $1.7$1.3 million to $145.6$146.9 million from $143.8$145.6 million in 2023.2024. Such increase was principally reflectsattributable higherto LR1the drydocktiming deviationof costs,the net changes in our MR fleet referenced above, partially offset by athe decrease in sparesowned andLR1 repair costsdays in the MR fleet.2025. Charter hire expenses decreasedincreased by $12.0$3.3 million to $18.8 million in 2025 from $15.5 million in 2024 from $27.5 million in 2023 primarily as a result of thea year-over-year decreaseincrease in time chartered-in LR1 days described above.days. Depreciation and amortization increased by $16.3$18.8 million to $68.5$87.2 million in the current year from $52.2$68.5 million in the prior year. Such increase resulted from increased drydock amortization and the MR purchases and sales referenced above, as the acquired vessels have higher cost bases than the older vessels that were sold.

Other income was $6.2 million for the year ended December 31, 2025 compared with $10.1 million for the year ended December 31, 2024 compared with $10.7 million for the year ended December 31, 2023.2024. The current year income includes $9.9$7.6 million of interest income compared to interest income of $13.9$9.9 million earned during 2023.The2024. The year-over-year decrease reflects the impact of a lower average balance of invested cash during 2024,2025, attributable to the significant deleveraging initiatives completed during 2023,2024, as well as a decrease in interest rates in anticipation2025. of the Federal Reserve’s move to cut rates in the second half of 2024. The interestInterest income in 20232025 was partially offset by a $1.3$0.3 million loss on extinguishment of debt and a $2.7$1.8 million write-off of unamortized deferred financing costs.costs Seein Noteconnection 9, “Debt,” towith the accompanyingprepayment consolidatedof financialthe statementsOcean asYield setLease forthFinancing in ItemNovember 8,2025. “FinancialThe Statements2025 and Supplementary Data,” for further information. The 2024 and 2023 periods also reflect net actuarial gains or losses and currency gains or losses associated with the Company’s retirement benefit obligation in the United Kingdom. See Note 18,8, “Debt,” and Note 17, “Other Income,” to the accompanying consolidated financial statements as set forth in Item 8, “Financial Statements and Supplementary Data,” for further information.

Interest expense decreased in 20242025 compared to 20232024 as a result of (i) a reduction in the average outstanding principal balance under the $750Company’s Millionrevolving Termcredit Loanfacilities, Facilitydue (whichto wasvoluntary amendedrepayment andof extendedcertain inof such facilities since April 2024),2024, (ii) the repayment in full of the COSCO Lease financing in July 2023 and (iii) the repayment in full of the ING Credit Facility in April 2024, and (iii) the decline of SOFR rates in 2025 compared to the prior year. Those year-over-year decreases were partially offset by post-delivery$6.3 million of interest expense relatedincurred toon the BoCommECA LeaseCredit Financing.Facility and the 2030 Bonds, which were issued during 2025. See Note 9,8, “Debt,” to the accompanying consolidated financial statements as set forth in Item 8, “Financial Statements and Supplementary Data,” for further information on the Company’s debt facilities.

Income Tax Benefit/(Provision)

The Company reviews its freight tax obligations on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly. During 20242025 the Company decreased its reserve for uncertain tax liabilities for various jurisdictions by $1.1$0.4 million compared to a $3.6$1.1 million increasedecrease in such reserves during 2023.2024.

As of December 31, 2024,2025, we had total debt outstanding (net of original issue discount and deferred financing costs of $11.1 million) of $688.4$567.1 million and a net debt to total capitalization of 22.2%,16.5%, which compares with 23.8%22.2% at December 31, 2023.2024.

InFleet continuationOptimization of our strategic fleet optimization program during 2024, we:Program

Further building on our liquidity enhancing, deleveraging and financing diversification initiatives, we executed the following transactions during 2025:

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.10-K and in Part II, Item 1A “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The risks described in thatthose documentdocuments 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:

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 MarchJune 31,30, 2026 and for the three and six months ended MarchJune 31,30, 2026 and 2025. It is organized as follows:

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 both the three and six months ended MarchJune 31,30, 2026 and 2025, we derived 58% and 47%, respectively, of our time charter equivalent (“TCE”) revenues from our Crude Tankers segment.segment compared with 52% and 50% for the three and six months ended June 30, 2025, respectively. Revenues from our Product Carriers segment constituted the balance of our TCE revenues in the 2026 and 2025 periods.

As of MarchJune 31,30, 2026, the Company’sour operating fleetfleet, which includes VLCC, Suezmax and Aframax crude tankers and LR2, LR1 and MR product carriers, 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, threefour LR1 newbuilds are scheduled for delivery to the Company between the secondthird quarter of 2026 and thirdfourth quartersquarter of 2026,2028, bringing the total operating and newbuild fleet to 6768 vessels. OurOn fleetJuly includes1, VLCC,2026, Suezmaxthe andCompany Aframaxentered crudeinto tankerscontracts andto LR2,build an additional two LR1 andvessels, MRwhich productare carriers.expected to be delivered in the second half of 2028. 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 MarchJune 31,30, 2026. See Note 8, “Variable Interest Entities (“VIEs”)” to the accompanying condensed consolidated financial statements for additional information on consolidated and unconsolidated VIEs.

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 the surrounding region and its effect on global energy markets, including the restoration, and timing thereof, of damage to the existing energy infrastructure.

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%80% and 81% of our total TCE revenues in the spot market for the three and six months ended MarchJune 31,30, 2026, respectively, compared with 82% and 81% for the three and six months ended MarchJune 31,30, 2025.2025, respectively. 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 sixfive MRs, as of MarchJune 31,30, 2026 are as follows:

The International Energy Agency (“IEA”) estimates global oil consumption for the firstsecond quarter of 2026 at 103.499.1 million barrels per day (“b/d”), updown 0.5%4.7% from the same quarter in 2025. The estimate for global oil consumption for 2026 is 104.3103.5 million b/d, unchangeda decrease of 1.0% from 2025 levels. OECD demand in 2026 is estimated to decrease by 0.4%0.9% to 45.745.5 million b/d, while non-OECD demand is estimated to increasedecrease by 0.2%1.0% to 58.658.0 million b/d.

Global oil production in the firstsecond quarter of 2026 was 102.897.2 million b/d, ana increasedecrease of 0.16.4 million b/d from the second quarter of 2025, and a decrease of 5.9 million b/d from the first quarter of 2025, but sharply down from 107.5 million b/d in the fourth quarter of 20252026 due to effects related to the closure of the Strait of Hormuz. OPEC crude oil production averaged 25.920 million b/d in the firstsecond quarter of 2025,2026, a decrease of 2.6 million b/d from the fourth quarter of 2025, and a decrease of 0.95.9 million b/d from the first quarter of 2026, and a decrease of 7.0 million b/d from the second quarter of 2025. Non-OPEC production increased by 1.24.5 million b/d to 71.675.9 million b/d in the firstsecond quarter of 2026 compared with the firstsecond quarter of 2025. Oil production in the U.S. of 13.213.9 million b/d in the firstsecond quarter of 2026 decreased by 4.5% from the fourth quarter of 2025 but increased by 0.8%4.7% from the first quarter of 2026 and by 3.5% from the second quarter of 2025.

U.S. refinery throughput increaseddecreased by 0.60.4 million b/d to 16.616.2 million b/d in the firstsecond quarter of 2026 compared with the fourthfirst quarter of 2025.2026.

U.S. crude oil imports in the firstsecond quarter of 2026 decreasedincreased by 2.7%3.7% to 6.56.3 million b/d compared with the firstsecond quarter of 2025, with imports from OPEC countries decreasingincreasing by 0.10.3 million b/d and imports from non-OPEC countries decreasingremaining by 0.1 million b/d.flat. China’s crude oil imports in MarchJune were 11.8estimated to be 6.4 million b/d, downa 2.8%dramatic year-over-year.decrease Thefrom fullearlier levels due to the impact of the closure of the Strait of Hormuz won’tand besubsequent seenusage untilof local crude stocks to mitigate the Aprildecreased 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.imports.

OECD commercial crude inventories in the firstsecond quarter of 2026 increaseddecreased by 4.0%,3.1%, or 5333 million barrels, compared with the fourthfirst quarter of 2025.2026. OECD commercial product inventories in the firstsecond quarter of 2026 increaseddecreased by 2.6%,2.4%, or 3736 million barrels, compared with the fourthfirst quarter of 2025.2026. InventoryAdditionally, OECD government-controlled crude and product inventories decreased by 11.9%, or 148 million barrels in the aggregate, between the first and second quarters of 2026. These movements in stock levels are expected to decrease during the second quarter of 2026largely as thea full impactresult of the closure of the Strait of Hormuz on exports fromand the Middleimpact Eastthis Gulfis setshaving in.on the global oil market.

During the firstsecond 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 6.76.8 million dwt, with VLCCs, Suezmaxes and Aframaxes increasing by 3.12.2 million dwt, 1.32.2 million dwt and 2.32.4 million dwt, respectively. The product carrier fleet increased by 2.52.4 million dwt, with LR1s increasing by 0.50.4 million dwt and MRs increasing by 2.0 million dwt. Year-over-year, the size of the tanker fleet increased by 20.727.2 million dwt with the increases of 3.75.9 million dwt, 4.15.3 million dwt, 6.37.5 million dwt, 0.51.1 million dwt and 6.17.4 million dwt in the VLCCs, Suezmax, Aframax, LR1 and MR fleets, respectively.

During the firstsecond quarter of 2026, the tanker orderbook increased by 22.519.8 million dwt from the fourthfirst quarter of 2025.2026. The crude tanker orderbook increased by 23.919.8 million dwt. The VLCCVLCC, Suezmax and SuezmaxAframax orderbooks increased by 19.916.6 million dwt, 1.6 million dwt and 5.21.6 million dwt, respectively, and the Aframax orderbook decreased by 1.1 million dwt.respectively. The product carrier orderbook decreasedincreased by 1.40.1 million dwt, with the LR1 orderbook decreasing by 0.60.2 million dwt and the MR orderbook decreasingincreasing by 0.80.2 million dwt. Year-over-year, the total tanker orderbook increased by 47.073.5 million dwt, with increases in VLCCVLCC, Suezmaxes and SuezmaxesAframaxes of 38.557.6 million dwt, 12.4 million dwt and 11.84.7 million dwt, respectively. The LR1, AframaxLR1 and MR orderbooks decreased by 0.6 million dwt, 0.70.9 million dwt and 1.9 million0.3million dwt, respectively.

Tanker rates werecontinued verythe strong intrend from the first quarter of 2026 compared with the fourth quarter of 2025. January and February saw stronger rates across the boardboard. compared with the fourth quarter. March, however, saw a significant increase in rates due primarily to the war among the U.S., IsraelWhen and Iran. Asas conditions normalize, while it is unlikely these 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.

During the firstsecond quarter of 2026, income from vessel operations increased by $229.4$232.0 million to $288.6$301.3 million from $59.2$69.4 million in the firstsecond quarter of 2025. Such increase resulted principally from significantly higher TCE revenues, partially offset by a $78.2$11.3 million increasedecrease in gains from vessel sales, andas decreasedno generalvessels andwere administrativesold and vessel expenses induring the current quarter.

TCE revenues in the firstsecond quarter of 2026 increased by $138.9$245.4 million, or 78%,130%, to $317.2$434.2 million from $178.3$188.8 million in the firstsecond quarter of 2025. This increase reflects (i) an aggregate $157.0$267.6 million rates-based increase resulting from higher average daily rates earned across the Company’s fleet sectors, partially offset by (ii) a $14.8$16.8 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.

The following tabletables providesprovide a breakdown of TCE rates achieved for the three and six months ended MarchJune 31,30, 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$1,978 and $1,112$960 per day for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $1,828 and $1,036 per day for the six months ended June 30, 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.

During the firstsecond quarter of 2026, TCE revenues for the Crude Tankers segment increased by $99.6$154.5 million, or 118%,156%, to $184.3$253.4 million from $84.6$98.9 million in the firstsecond quarter of 2025. Such increase principally resulted from (i) an aggregate rates-based increase in the VLCC, Suezmax and Aframax sectors of $99.4$157.3 million which resulted from the very strong rate environment during the current quarter as described in the “Operations and Oil Tanker Markets” section above, as well as due to significantly higher profit-sharing results recognized under the VLCC time charters, and (ii) a $2.8$3.8 million increase in the Crude Tankers Lightering business. Partially offsetting the TCE revenue increases described above was a $6.8 million days-based increasedecrease in the VLCC sector, which reflects 9690 fewermore off-hire days in the current period and a decrease in fleet days relating to 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 2026.2026, Partiallypartially offsettingoffset by the TCECompany’s revenueacquisition increases described above wasof a $2.22020-built million decreaseVLCC in theNovember Crude Tankers Lightering business.2025.

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$10.6 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,because charter hire expense for the firstsecond 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). DepreciationAdditionally, andcharter amortizationhire expense in the Crude Tankers Lightering business increased by $1.3$0.9 millionmillion, towhich $20.0reflects millionincremental inchartered-in Aframax days for two full-service jobs completed during the current quarterperiod fromand $18.7increased milliondaily inrates theon firsta quarterportion of 2025,its primarilychartered-in asworkboat a result of increased drydock amortization, the timing of the sales of the VLCCs and the acquired VLCC noted above.fleet.

Excluding depreciation and amortization and general and administrative expenses, the operating lossincome for the Crude Tankers Lightering business was $0.3$5.9 million for the firstsecond quarter of 2026 compared with operating income of $2.8 million for the firstsecond quarter of 2025. The decreaseincrease reflects a declinegrowth in quarter-over-quarter activity levels, with 61133 service support-only lighterings and two full-service lightering jobs being performed during the second quarter of 2026 compared with 93 service support-only lighterings and one full-service lightering job being performed during the first quarter of 2026 compared with 85 service support-only lighterings during the firstsecond quarter of 2025.

The following tabletables providesprovide a breakdown of TCE rates achieved for the three and six months ended MarchJune 31,30, 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$875 and $767$778 per day for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $844 and $773 per day for the six months ended June 30, 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.

During the firstsecond quarter of 2026, TCE revenues for the Product Carriers segment increased by $39.3$91.0 million, or 42%,101%, to $133.0$180.8 million from $93.7$89.9 million in the firstsecond quarter of 2025. The increase in TCE revenues was primarily as a result of (i) an aggregate $57.6$110.3 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 (iii) a $14.8$16.8 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 156268 fewer off-hire days in the current quarter, and (iiiii) a $3.6$1.9 million days-based decrease in the LR1 sector, which resulted primarily from a 90-day140-day quarter-over-quarter decrease in time chartered-in LR1 days, and 6483 more off-hire days during the current quarter.quarter, and the sale of two 2006-built LR1s during the third quarter of 2025, substantially offset by the Company taking delivery of four dual-fuel ready LNG newbuild LR1s between September 2025 and April 2026.

Vessel expenses decreased by $8.0$3.2 million to $30.6$34.2 million in the firstsecond quarter of 2026 from $38.6$37.4 million in the firstsecond quarter of 2025. Such decrease principally reflects the net sales of the MRs referenced above, partially offset by the net vessel acquisitions in the LR1 fleet detailed above. Charter hire expenses decreased by $3.1$5.0 million to $3.2$0.9 million in the current quarter from $6.3$6.0 million in the firstsecond quarter of 2025, primarily2025 as a result of the decrease in time chartered-in LR1s noted above. Depreciation and amortization decreased by $0.4$1.4 million to $20.6$21.2 million in the current quarter from $21.0$22.6 million in the prior year’s quarter. Such decrease resulted primarily from the changessales in the MR fleet described above, offset to a large extent by increased depreciation in the LR1 fleet.fleet Theresulting increases infrom the LR1 fleet reflectedchanges thenoted 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.above.

Other Operating IncomeRevenues

Other operating incomerevenues totaling $1.9$2.4 million and $4.3 million during the firstthree quarterand ofsix 2026months ended June 30, 2026, respectively, 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.

During the firstsecond quarter of 2026, general and administrative expenses decreasedincreased by $3.9$4.4 million to $9.3$16.6 million from $13.2$12.2 million in the firstsecond quarter of 2025. The primary driverdrivers 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 bywere the consolidation of the operating expenses of TUKA and TUKSA.TUKSA aggregating $3.3 million and $0.5 million in costs incurred in connection with the adoption of the Second A&R Rights Agreement. 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 IncomeRevenues” section above.

Other incomeincome, of $2.6 million and $1.8 million for the three months ended March 31, 2026 and 2025, respectively,which is primarily comprised of interest income earned on invested cash.cash, was $4.1 million and $6.8 million for the three and six months ended June 30, 2026, respectively, compared with $2.0 million and $3.9 million for the three and six months ended June 30, 2025. The quarter-over-quarterperiod-over-period increase in interest income reflects the impact of a higher average balancebalances of invested cash during the three and six months ended MarchJune 31,30, 2026.

Interest expense decreased during the firstsix quartermonths ofended June 30, 2026 compared to the first quarter ofcorresponding 2025 period 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 quarterhalf of 2026 compared to the first half of 2025. See Note 10, “Debt,” in the accompanying condensed consolidated financial statements for further information on the Company’s debt facilities.

The Company believes it will qualifyqualifies 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 iswas 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.

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. 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:

As of MarchJune 31,30, 2026, we had total liquidity on a consolidated basis of $917.9$935.1 million comprised of $376.8$409.4 million of cash and short-term investments and $541.1$525.7 million of undrawn revolver capacity.

Working capital at MarchJune 31,30, 2026 and December 31, 2025 was $575.7$651.5 million and $268.2 million, respectively. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits, receivables and receivables.inventories. Current liabilities include current installments of long-term debt of $28.2$39.2 million and $25.8 million at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The Company’s cash and cash equivalents increased by $24.9$42.5 million during the threesix months ended MarchJune 31,30, 2026. The increase principally reflects the net impact of (i) $141.1$408.7 million of cash provided by operating activities; (ii) $222.8$222.4 million of proceeds from the disposal of vessels and other assets; (iii) $42.6$85.2 million of borrowings under the ECA Credit Facility; (iv) $185$8.5 million of net borrowings under the TISL Borrowing Base Facility; (v) $200 million in net cash invested in short-term investments; (vvi) $71.0$122.9 million in other expenditures for vessels, vessel improvements and other property, of which $69.4$121.1 million was construction in progress payments; (vivii) $4.5 million cash consideration paid for the purchase of equity method investment, net of cash acquired; (viiviii) $106.4$331.8 million of cash dividends paid to shareholders; and (viiiix) $6.3$12.7 million in regularly scheduled principal amortization of the Company’s lease financing arrangements and ECA Credit Facility.

As of MarchJune 31,30, 2026, we had total debt outstanding of $602.1$645.6 million (net of deferred financing costs of $12.4$13.6 million) and net debt to capital of 9.3%,9.4%, compared with 16.5% at December 31, 2025.

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 have 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:

On MayAugust 6,7, 2026, the Company’s Board of Directors declared a regular quarterly cash dividenddividends of $0.12$5.05 per share of common stockstock, and a supplemental dividend of $4.43 per share of common stock. Both dividends will be paidpayable on JuneSeptember 26,24, 2026 to stockholders of record as of JuneSeptember 12,10, 2026.

As of MarchJune 31,30, 2026, the Company has contractual commitments for the construction of threefour 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 MarchJune 31,30, 2026,2026 (excluding the construction contracts for two of the additional four dual-fuel ready LR1s that were executed in July 2026), are presented in the Aggregate Contractual Obligations Table below.

Our strong balance sheet, as evidenced by a substantial level of liquidity, 25 unencumbered vessels as of MarchJune 31,30, 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.

A summary of the Company’s long-term contractual obligations as of MarchJune 31,30, 2026 follows:

At MarchJune 31,30, 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.