International Seaways, Inc. - Annual Report: 2024 (Form 10-K)

International Seaways, Inc.

INTERNATIONAL SEAWAYS, INC.

CONSOLIDATED BALANCE SHEETS

AT DECEMBER 31

DOLLARS IN THOUSANDS


	December 31, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$		$
Short-term investments		—
Voyage receivables, net of allowance for credit losses of $ and $,
including unbilled of $ and $
Other receivables
Inventories
Prepaid expenses and other current assets
Current portion of derivative asset
Total Current Assets
Vessels and other property, less accumulated depreciation
Vessels construction in progress
Deferred drydock expenditures, net
Operating lease right-of-use assets
Pool working capital deposits
Long-term derivative assets
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, net
Other liabilities
Total Liabilities

Commitments and contingencies

Equity:
Capital - par value shares authorized; and
shares issued and outstanding
Retained earnings

Accumulated other comprehensive loss		()		()
Total Equity
Total Liabilities and Equity	$		$

See notes to consolidated financial statements

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INTERNATIONAL SEAWAYS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31

DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS


		2024		2023		2022
Shipping Revenues:
Pool revenues, including $, $ and $
from affiliated companies accounted for by the equity method	$		$		$
Time and bareboat charter revenues
Voyage charter revenues


Operating Expenses:
Voyage expenses
Vessel expenses
Charter hire expenses
Depreciation and amortization
General and administrative
Other operating expenses				—		—
Third-party debt modification fees
Gain on disposal of vessels and other assets, net of impairments		()		()		()
Total operating expenses
Income from vessel operations
Equity in income of affiliated companies		—		—
Operating income
Other income
Income before interest expense and income taxes
Interest expense		()		()		()
Income before income taxes
Income tax benefit/(provision)				()		()
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 consolidated financial statements

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INTERNATIONAL SEAWAYS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31

DOLLARS IN THOUSANDS


	2024		2023		2022
Net income	$		$		$
Other comprehensive (loss)/income, net of tax:
Net change in unrealized (losses)/gains 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)/income, net of tax		()		()
Comprehensive income	$		$		$

See notes to consolidated financial statements

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INTERNATIONAL SEAWAYS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

DOLLARS IN THOUSANDS


	2024		2023		2022
Cash Flows from Operating Activities:
Net income	$		$		$
Items included in net income not affecting cash flows:
Depreciation and amortization
Loss on write-down of vessels and other assets				—
Amortization of debt discount and other deferred financing costs
Amortization of time charter hire contracts acquired		—		—
Deferred financing costs write-off		—
Stock compensation
Earnings of affiliated companies		()				()
Other – net		()		()		()
Items included in net income related to investing and financing activities:
Gain on disposal of vessels and other assets, net		()		()		()
Loss on extinguishment of debt		—				—
Loss on sale of investment in affiliated companies		—		—
Cash distributions from affiliated companies		—		—
Payments for drydocking		()		()		()
Insurance claims proceeds related to vessel operations
Changes in operating assets and liabilities:
Decrease/(increase) in receivables						()
Increase in deferred revenue
Purchase of insurance contract in connection with settlement of pension plan obligations		()		—		—
Net change in inventories, prepaid expenses and other current assets and
accounts payable, accrued expense, 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, including deposits for acquisitions		()		()		()
Security deposits for vessel exchange transactions		()		—		—
Proceeds from disposal of vessels and other assets
Expenditures for other property		()		()		()
Pool working capital deposits		()		()
Proceeds from sale of investment in affiliated companies		—		—
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 long term debt, net of lenders' fees		—		—
Borrowings on revolving credit facilities						—
Repayments on revolving credit facilities		()		()		—
Repayments of debt		()		()		()
Premium and fees on extinguishment of debt		—		()		—
Proceeds from sale and leaseback financing, net of issuance and deferred financing costs		—
Payments on sale and leaseback financing and finance lease		()		()		()
Payments of deferred financing costs		()		()		()
Cash dividends paid		()		()		()
Repurchases of common stock		()		()		()
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, cash equivalents and restricted cash at beginning of year
Cash and cash equivalents at end of year	$		$		$

See notes to consolidated financial statements

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INTERNATIONAL SEAWAYS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

DOLLARS IN THOUSANDS

Retained

Accumulated

Earnings /

Other

(Accumulated

Comprehensive

Noncontrolling

Capital

Deficit)

Income/(Loss)

Interests

Total

Balance at January 1, 2022

()

Net income

—

Other comprehensive income

—

Dividends declared

()

—

()

Impact of deconsolidating DASM

—

()

Forfeitures of vested restricted stock awards and exercised stock options

()

—

()

Compensation relating to restricted stock awards

—

Compensation relating to restricted stock units awards

—

Compensation relating to stock option awards

—

Repurchase of common stock

()

—

()

Balance at December 31, 2022

()

—

Net income

—

Other comprehensive loss

—

()

—

()

Dividends declared

—

()

—

()

Forfeitures of vested restricted stock awards and exercised stock options

()

—

()

Compensation relating to restricted stock awards

—

Compensation relating to restricted stock units awards

—

Compensation relating to stock option awards

—

Repurchase of common stock

()

—

()

Balance at December 31, 2023

()

—

Net income

—

Other comprehensive loss

—

()

—

()

Dividends declared

—

()

—

()

Forfeitures of vested restricted stock awards and exercised stock options

()

—

()

Compensation relating to restricted stock awards

—

Compensation relating to restricted stock units awards

—

Compensation relating to stock option awards

—

Equity consideration issued for purchase of vessels

—

Repurchase of common stock

()

—

()

Balance at December 31, 2024

()

—

See notes to consolidated financial statements

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INTERNATIONAL SEAWAYS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

reportable segments: Crude Tankers and Product Carriers. The crude oil fleet is comprised of most major crude oil vessel classes. The products fleet transports refined petroleum product cargoes from refineries to consuming markets characterized by both long and short-haul routes.

As of December 31, 2024, the Company owned or operated a fleet of wholly-owned or lease financed and time chartered-in oceangoing vessels. In addition to its operating fleet, LR1 newbuilds are scheduled for delivery to the Company between the second half of 2025 and third quarter of 2026, bringing the total operating and newbuild fleet to vessels as of December 31, 2024. The Company’s operating fleet list excludes vessels chartered-in where the duration of the charter was one year or less at inception. Vessels chartered-in may be bareboat charters or time charters. Under either a bareboat charter or time charter, a customer pays a daily or monthly rate for a fixed period of time for use of the vessel. Under a bareboat charter, the customer pays all costs of operating the vessel, including voyage expenses, such as fuel, canal tolls and port charges, and vessel expenses such as crew costs, vessel stores and supplies, lubricating oils, maintenance and repair, insurance and communications associated with operating the vessel. Under a time charter, the customer pays all voyage expenses and the shipowner pays all vessel expenses.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany balances and transactions within the Company have been eliminated. Investments in 50% or less owned affiliated companies, in which the Company exercises significant influence, are accounted for by the equity method.

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; (ii) assume outstanding billed amounts over as additional expected losses; and (iii) make forward-looking adjustments to the expected losses to reflect future economic conditions by comparing credit default swap rates of significant customers over time. In addition, the Company performs individual assessments for customers that do not share risk characteristics with other customers (for example a customer under bankruptcy or a customer with known disputes or collectability issues).

The allowance for credit losses reflects our best estimate of probable losses inherent in the voyage receivables balance and is recognized as an allowance or contra-asset to the voyage receivables balance. Provisions for credit losses associated with voyage receivables are included in general and administrative expenses on the consolidated statements of operations. The movement in the allowance for credit losses during the three years ended December 31, 2024 is summarized as follows:

Provision for expected credit losses

Balance at December 31, 2022

Reversal of expected credit losses

()

Balance at December 31, 2023

Reversal of expected credit losses

()

Write-offs charged against the allowance

()

Balance at December 31, 2024

During the years ended December 31, 2024, 2023 and 2022, the Company did not have any individual customers who accounted for 10% or more of its revenues apart from the pools in which it participates. The pools in which the Company participates accounted in aggregate for % and % of consolidated voyage receivables at December 31, 2024 and December 31, 2023, respectively.

. Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated steel recycling price of $ per ton. The carrying value of each of the Company’s vessels represents its original cost at the time it was delivered or purchased less depreciation calculated using estimated useful lives from the date such vessel was originally delivered from the shipyard. A vessel’s carrying value is reduced to its new cost basis (i.e., its current fair value) if a vessel impairment charge is recorded.

Costs capitalized to vessels during construction include shipyard costs, direct cost of project design and engineering, project site office administration costs, crew familiarization training costs and interest costs. Interest costs capitalized during the construction period of a vessel represent the amount which theoretically could have been avoided had the Company not made installment payments on the vessel under construction. Interest capitalized aggregated $ million, $ million, and $ million in 2024, 2023, and 2022, respectively (See Note 5, “Vessels, Deferred Drydock and Other Property”).

Other property, including leasehold improvements, are recorded at cost and amortized on a straight-line basis over the shorter of the terms of the leases or the estimated useful lives of the assets, which range from three to .

Expenditures incurred during a drydocking are deferred and amortized on the straight-line basis over the period until the next scheduled drydocking, which is generally two and a half to . The Company only includes in deferred drydocking costs those direct costs that are incurred as part of the drydocking to meet regulatory requirements or are expenditures that add economic life to the vessel, increase the vessel’s earnings capacity or improve the vessel’s efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in the shipyard. Expenditures for normal maintenance and repairs, whether incurred as part of the drydocking or not, are expensed as incurred.

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million and $ million relating to the $ Million Revolving Credit Facility and the $ Million Revolving Credit Facility as of December 31, 2024 and 2023, respectively, are included in other assets in the consolidated balance sheets. Unamortized deferred financing charges of $ million and $ million as of December 31, 2024 and 2023, respectively, relating to the Company’s outstanding debt facilities, are included in long-term debt in the consolidated balance sheets.

Interest expense relating to the amortization of deferred financing costs amounted to $ million in 2024, $ million in 2023 and $ million in 2022.

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% collateralized basis over a term similar to the lease term and in an amount equal to the lease payments in a similar economic environment. The Company performs the following steps in estimating its incremental borrowing rate: (i) gather observable debt yields of the Company’s recently issued debt facilities; and (ii) make adjustments to the yields of the actual debt facilities to reflect changes in collateral level, terms, the risk-free interest rate, and credit ratings. In addition, the Company performs sensitivity analyses to evaluate the impact of changes in the selected discount rates on the estimated lease liability.

The Company makes significant judgements and assumptions to separate the lease component from the non-lease component of its time chartered-in vessels. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters, and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using observable data (such as fees charged by third-party technical managers) and the residual transaction price is attributed to the vessel lease component.

The Company is party to a number of sale and leaseback transactions in which certain of our vessels were sold to third parties and then leased back under bareboat charter-in arrangements. For each arrangement, we evaluated whether, in substance, these transactions were leases or a form of financing. We have concluded that each arrangement was a form of financing on the basis that each transaction was a sale and leaseback transaction that did not meet the criteria for a sale under ASC 842. Accordingly, such arrangement was recorded at amortized costs using the effective interest method, with the corresponding vessels remaining on the balance sheet at cost, less accumulated depreciation.

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, and weighted average shares of unvested restricted common stock shares considered to be participating securities for the years ended December 31, 2024, 2023 and 2022, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method. As of December 31, 2024, there were shares of restricted stock units and stock options outstanding considered to be potentially dilutive securities.

Participating securities

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, and dilutive equity awards outstanding during the year ended December 31, 2024, 2023 and 2022, respectively. Awards of , and for the years ended December 31, 2024, 2023 and 2022, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive.

reportable segments: Crude Tankers and Product Carriers. The Crude Tankers segment aggregates the Company’s VLCC, Suezmax, Aframax, and Lightering operating segments. The Product Carriers segment aggregates LR2, LR1, and MR operating segments. The joint ventures with floating storage and offloading service vessels, which were sold in June 2022, were included in the Crude Tankers Segment. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s consolidated financial statements as described in Note 2, “Summary of Significant Accounting Policies.”

The Company’s President and Chief Executive Officer, who is the chief operating decision maker (“CODM”), evaluates segment performance based on adjusted income from vessel operations, which for segment reporting is defined as income from vessel operations before general and administrative expenses, other operating expenses, third-party debt modification fees, and gain on disposal of vessels and other property, net of impairments. These and other centrally managed items such as interest expense, net and taxes, are excluded from the measure of segment profitability reviewed by management. In making resource allocation decisions, the CODM reviews budget-to-actual variances of TCE revenues and vessel expenses (as these are quantitatively the primary drivers of each segment’s adjusted income from vessel operations), short-term and long-term market trends, current and projected vessel values and forecasts.

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—

Time charter equivalent revenues

—

Vessel expenses

—

Charter hire expenses

—

Depreciation and amortization

—

Loss/(gain) on disposal of vessels and other assets, net of impairments

()

—

()

Adjusted income from vessel operations

—

Adjusted total assets at December 31, 2024

—

Expenditures for vessels and vessel improvements

—

Payments for drydocking

—

2023

Shipping revenues

—

Time charter equivalent revenues

—

Vessel expenses

—

Charter hire expenses

—

Depreciation and amortization

Gain on disposal of vessels and other assets

()

—

()

Adjusted income/(loss) from vessel operations

()

Adjusted total assets at December 31, 2023

—

Expenditures for vessels and vessel improvements

—

Payments for drydocking

—

2022

Shipping revenues

—

Time charter equivalent revenues

—

Vessel expenses

—

Charter hire expenses

—

Depreciation and amortization

Loss/(gain) on disposal of vessels and other property, net of impairments

()

—

()

Adjusted income/(loss) from vessel operations

()

Equity in income of affiliated companies

—

Adjusted total assets at December 31, 2022

—

Expenditures for vessels and vessel improvements

—

Payments for drydocking

—

Add: Voyage expenses

Shipping revenues

Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents 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, provides 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.

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General and administrative expenses

()

Other operating expenses

()

—

Third-party debt modification fees

()

Gain on disposal of vessels and other assets, net of impairments

Consolidated income from vessel operations

Equity in results of affiliated companies

—

Other income

Interest expense

()

Income before income taxes

Corporate unrestricted cash and cash equivalents

Short-term investments

—

Other unallocated amounts

Consolidated total assets

Total vessels, deferred drydock and other property at December 31, 2023

Total vessels, deferred drydock and other property at December 31, 2022

Accumulated depreciation

()

Vessels, net

Other property, at cost

Accumulated depreciation and amortization

()

Other property, net

Total vessels and other property, net

Construction in Progress

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The aggregate carrying value of the owned and chartered-in vessels pledged as collateral under the Company’s debt and lease financing facilities (see Note 9, “Debt”) was $ million as of December 31, 2024.

A breakdown of the carrying value of the Company’s owned and chartered-in vessels by reportable segment and fleet as of December 31, 2024 and 2023 follows:

()

Suezmax

()

Aframax

()

Total Crude Tankers

()

Product Carriers

LR2

()

LR1

()

Total Product Carriers⁽¹⁾

()

Fleet Total

()

(1)	Includes seven MRs with a carrying value of $ million, which the Company believes exceeds its market value of approximately $ million by $ million.

Net

Average

Number of

Accumulated

Carrying

Vessel Age

Owned

As of December 31, 2023 (Dollars in thousands)

Cost

Depreciation

Value

(by dwt)

Vessels

Crude Tankers

VLCC

()

Suezmax

()

Aframax

()

Total Crude Tankers

()

Product Carriers

LR2

()

LR1

()

Total Product Carriers

()

Fleet Total

()

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()

Purchases and vessel additions

—

Disposals

()

Depreciation

—

()

Impairment

()

Balance at December 31, 2022

()

Purchases and vessel additions

—

Disposals

()

Depreciation

—

()

Balance at December 31, 2023

()

Purchases and vessel additions

—

Disposals

()

Depreciation

—

()

Impairment

()

Balance at December 31, 2024

()

The total of purchases and vessel additions will differ from expenditures for vessels as shown in the consolidated statements of cash flows because of the timing of when payments were made.

Vessel Impairments

During the year ended December 31, 2024, the Company gave consideration on a quarterly basis as to whether events or changes in circumstances had occurred since December 31, 2023, that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable. During the quarter ended December 31, 2024, the Company determined that the contracted sale of one of its 2010-built VLCCs resulted in the recognition of a held-for-use impairment charge of $ million.

During the year ended December 31, 2023, the Company gave consideration on a quarterly basis as to whether events or changes in circumstances had occurred since December 31, 2022, that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable. The Company determined that no held-for-use or held-for-sale impairment indicators existed for the Company’s vessels during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company gave consideration on a quarterly basis as to whether events or changes in circumstances had occurred since December 31, 2021, that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable. During the quarter ended March 31, 2022, the Company concluded that the contracted sales of 2004-built Panamax and 2006-built Handysize product carriers resulted in the recognition of held-for-sale impairment charges aggregating $ million.

Vessel Acquisitions and Construction Commitments

In January 2022, the Company entered into memoranda of agreements for the sale of a 2010-built MR for a sale price of $ million and the purchase of a 2011-built LR1 for a purchase price of $ million with the same counterparty. The LR1 was delivered into our niche commercial pool, Panamax International. The Company closed both transactions during the first quarter of 2022, recognizing a gain of $ million on the sale of the 2010-built MR and a net cash outflow of $ million representing the difference in value between the two vessels.

On December 6, 2022, the Company gave notice of its intent to exercise its options to purchase two 2009-built Aframaxes that it had been bareboat chartering-in. The aggregate purchase price for the two vessels was $ million. On March 30, 2023 and April 4, 2023, the Company completed the purchase of the Aframaxes.

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newbuild dual-fuel LNG VLCCs were delivered to the Company on March 7, 2023, April 11, 2023, and May 24, 2023, respectively. All vessels commenced employment under time charter contracts with an oil major shortly after delivery.

Between August 2023 and March 2024, the Company entered into agreements to construct dual-fuel ready LNG 73,600 dwt LR1 Product Carriers at K Shipbuilding Co., Ltd.’s shipyard. The six LR1s are contracted to be delivered beginning in the second half of 2025 through the third quarter of 2026 for an aggregate cost of approximately $ million. The remaining commitments on the contracts for the construction of the LR1 newbuilds as of December 31, 2024 was $ million, which will be paid for through a combination of long-term financing and available liquidity.

On February 23, 2024, the Company entered into agreements to acquire 2014-built and 2015-built MR Product Carriers for an aggregate consideration of approximately $ million, payable % in cash and % in shares of common stock of the Company. All vessels were delivered during the second quarter of 2024 and are Collateral Vessels under the $ Million Revolving Credit Facility (see Note 9, “Debt”). In total, for the acquisition of the vessels, the Company paid $ million in cash, including $ million for initial stores on board and directly related third-party professional fees, and also issued shares of its common stock to the sellers. Such shares had an aggregate value of $ million based upon the closing market price of the Company’s stock on each of the vessel delivery dates.

An automatic shelf registration statement on Form S-3 was filed with the SEC on April 29, 2024 that, in connection with prospectus supplements filed during the second quarter of 2024, registered the aggregate shares that were issued in conjunction with these vessel acquisitions and facilitated the seller’s ability to offer and sell or otherwise dispose of the shares of common stock issued to them under this transaction.

On November 28, 2024, the Company entered into memoranda of agreements for the sale of 2010-built VLCC and 2011-built VLCC for an aggregate sales price of $ million and the purchase of 2015-built MRs, of which was delivered to the Company on December 30, 2024, for an aggregate purchase price of $ million with the same counterparty. The Company closed on all five transactions between December 2024 and February 2025, with a net cash outflow of $ million, representing the difference in transaction prices among the five vessels. The Company recognized a net gain on disposal of the two VLCCs in the first quarter of 2025. In conjunction with the agreements, the buyer of each vessel was required to lodge a deposit equal to % of the vessel’s purchase price into an escrow account, and to ensure that all five vessel transactions were executed, the seller of each vessel was also required to make an additional security deposit of $ million into an escrow account. These security deposits were refunded to each respective seller after all five vessel transactions were completed in February 2025. Deposits of $ million relating to the purchases of the 2015-built MRs that delivered to the Company in January 2025 are included in other assets in the accompanying consolidated balance sheet as of December 31, 2024. Additionally, security deposits totaling $ million made by the Company in relation to the VLCCs delivered to the counterparty in 2025 are included in prepaid expenses and other current assets in the accompanying consolidated balance sheet as of December 31, 2024.

Disposal/Sales of Vessel and Other Property

During 2022, the Company recognized a net aggregate gain of $ million on disposal of two 2008-built MRs, one 2002-built Panamax, one 2004-built Panamax and four 2006-built Handysize product carriers.

During 2023, the Company recognized a net aggregate gain of $ million on disposal of three 2008-built MRs.

During 2024, the Company recognized a net aggregate gain of $ million on disposal of one 2009-built and two 2008-built MRs.

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Additions

Sub-total

Drydock amortization

()

Amount charged to gain or loss on disposal of vessels

()

Balance at December 31

The total additions above will differ from payments for drydocking as shown in the consolidated statements of cash flows because of the timing of when payments were made.

% ownership interest in two joint ventures - TI Africa Limited (“TI Africa”) and TI Asia Limited (“TI Asia”), which operated two Floating Storage and Offloading Service vessels that were converted from two ULCCs (collectively the “FSO Joint Venture”), to its joint venture partner Euronav NV. The Company received, net of adjustments for working capital and expenses, approximately $ million in cash from the sale. The Company recorded a loss on the sale of $ million and reclassified the Company’s share of the unrealized losses associated with the interest rate swaps held by the FSO Joint Venture at the time of the sale of $ million into earnings from accumulated other comprehensive income/(loss).

The share purchase agreement contains specified representations, warranties, covenants and indemnification provisions of the parties customary for transactions of this type.

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In addition, as of December 31, 2024, the Company had approximately $ million of trade receivables due from the pools that were determined to be a VIE. These trade receivables, which are included in voyage receivables in the accompanying consolidated balance sheet, have been excluded from the above tables and the calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such a loss is probable of occurring as of December 31, 2024.

Level 1

Short-term investments⁽¹⁾

—

Level 1

$ Million Revolving Credit Facility⁽²⁾

()

Level 2

ING Credit Facility⁽²⁾

—

()

Level 2

Ocean Yield Lease Financing⁽²⁾

()

Level 2

BoComm Lease Financing⁽³⁾

()

Level 2

Toshin Lease Financing⁽³⁾

()

Level 2

Hyuga Lease Financing⁽³⁾

()

Level 2

Kaiyo Lease Financing⁽³⁾

()

Level 2

Kaisha Lease Financing⁽³⁾

()

Level 2

(1)	Short-term investments consist of time deposits with original maturities of between 91 and 180 days.

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

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

Derivatives

The Company uses interest rate caps, collars and swaps for the management of interest rate risk exposure associated with changes in LIBOR or SOFR interest rate payments due on its credit facilities.

On June 2, 2022, the Company entered into amortizing interest rate swap agreements covering a notional amount of $ million of the then $ Million Facility Term Loan (now $ Million Revolving Credit Facility) with major financial institutions participating in such facility that effectively converts the Company’s interest rate exposure from a three-month SOFR floating rate to a fixed rate of % through the maturity date of , effective August 22, 2022. The interest rate swap agreements, which contain no leverage features, are designated and qualify as cash flow hedges. The outstanding unamortized notional amount of these interest

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million as of December 31, 2024 covering for accounting purposes the $ million principal balance outstanding under the $ Million Revolving Credit Facility and $ million of the principal balance outstanding under the Ocean Yield Lease Financing.

Terminated Derivatives

In November 2021, in connection with the refinancing of the Sinosure Credit Facility (see Note 9, “Debt”), the Company terminated its amended interest rate swap agreement providing for a fixed-three month LIBOR rate of %, originally scheduled to expire on December 21, 2027, with a cash payment of $ million. The amended interest rate swap agreement did not in its entirety meet the definition of a derivative instrument because of its off market fixed rate at inception and was deemed to be a hybrid instrument with a financing component and an embedded at-the-market derivative. Such embedded derivative was bifurcated and accounted for separately in the same manner as the Company’s other derivatives. The financing component was recorded in current and noncurrent other liabilities on the consolidated balance sheets at amortized cost. Due to an other-than-insignificant financing element on a portion of such hybrid instrument, the cash flows associated with this hybrid instrument were classified as financing activities in the consolidated statement of cash flows. Upon termination, a $ million loss related to the extinguishment of the financing component of the hybrid instrument was recognized in other expense in the accompanying consolidated statement of operations for the year ended December 31, 2021 and a $ million loss associated with the embedded derivative component of the hybrid instrument remained in accumulated other comprehensive income/(loss) to be released into earnings as the forecasted interest accrual transactions either affect earnings or become not probable of occurring. Approximately $ million, $ million and $ million of such losses were released to interest expense in the accompanying consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022, respectively, and an additional $ million is expected to amortize out of accumulated other comprehensive loss to earnings within the next 12 months.

In May 2022, in connection with the refinancing of its $ Million Facility Term Loan and $ Million Facility Term Loan (see Note 9, “Debt”), the Company terminated all of its existing in-the-money LIBOR based interest swaps with an aggregate notional amount of approximately $ million and received net cash proceeds of approximately $ million. Upon termination, a $ million gain associated with the swaps remained in accumulated other comprehensive income to be released into earnings as the forecasted interest accrual transactions either affect earnings or become not probable of occurring. Approximately $ million, $ million and $ million of this gain was released to interest expense in the accompanying consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022, respectively, and an additional $ million of the gain is expected to amortize out of accumulated other comprehensive loss to earnings within the next 12 months.

Tabular disclosure of derivatives location

Total

December 31, 2023:

Derivatives designated as hedging instruments:

Interest rate swaps

Total

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The following tables present information with respect to gains and losses on derivative positions reflected in the consolidated statements of operations or in the consolidated statements of other comprehensive income.

Total other comprehensive income

The effect of cash flow hedging relationships on the consolidated statements of operations is presented excluding hedges of equity method investees. The effect of the Company’s cash flow hedging relationships on the consolidated statement of operations for the three years ended December 31, 2024 is shown below:


(Dollars in thousands)	2024		2023		2022
Derivatives designated as hedging instruments:
Interest rate swaps	$	()	$	()	$	()

Discontinued hedging instruments:
Interest rate swap		()		()		()

Total interest income	$	()	$	()	$	()

See Note 13, “Accumulated Other Comprehensive Income/(loss),” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss.

Fair Value Hierarchy

Level 2⁽¹⁾

(1)	Fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such 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 assets for which impairment charges were recognized during the year ended December 31, 2024:

()

____________________________

(1)	A pre-tax held-for-use impairment charge of $ million was recorded during the three-months ended December 31, 2024 to write the value of a 2010-built VLCC down to its estimated fair value.

(2)	The fair value measurement of $ million at December 31, 2024 used to determine the impairment of the vessel was based upon a market approach, which considered the expected sale price of the vessel based on an executed memorandum of agreement

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Million Facility Term Loan, due 2027, net of unamortized deferred finance costs of $

—

$ Million Revolving Credit Facility, due 2030

—

ING Credit Facility, due 2026, net of unamortized deferred finance costs of $

—

Ocean Yield Lease Financing, due 2031, net of unamortized deferred finance costs of $ and $

BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $ and $

Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $ and $

Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $ and $

Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $ and $

Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $ and $

Less current portion

()

Long-term portion

Capitalized terms used hereafter have the meaning given in these consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.

$750 Million Credit Facility / $500 Million Revolving Credit Facility

On May 20, 2022, International Seaways Operating Corporation (“ISOC”), the borrower, and certain of their subsidiaries entered into a credit agreement comprising $ million of secured debt facilities (the “$ Million Credit Facility”) with Nordea Bank Abp, New York Branch (“Nordea”), Crédit Agricole Corporate & Investment Bank (“CA-CIB”), BNP Paribas, DNB Markets Inc. and Skandinaviska Enskilda Banken AB (PUBL) (or their respective affiliates), as mandated lead arrangers and bookrunners; Danish Ship Finance A/S and ING Bank N.V., London Branch (or their respective affiliates), as mandated lead arrangers; and National Australia Bank Limited, as co-arranger. Nordea acted as administrative agent, collateral agent and security trustee under the credit agreement, and CA-CIB acted as sustainability coordinator.

The $ Million Credit Facility consisted of (i) a senior secured term loan facility in an aggregate principal amount of $ million (the “$ Million Facility Term Loan”), and (ii) a revolving credit facility in an aggregate principal amount of $ million (the “$ Million Facility Revolving Loan”) that amortized or reduced in 19 quarterly installments, beginning on November 20, 2022. The $ Million Credit Facility was secured by (i) a first lien on of the Company’s vessels at the time of the closing of

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Million Credit Facility was May 20, 2027, and was subject to acceleration upon the occurrence of certain events (as described in the credit agreement). The $ Million Facility Term Loan contained an uncommitted accordion feature whereby, for a period of up to following the closing date, the amount of the loan thereunder could have been increased up to an additional incremental $ million (in increments of at least $ million) for the acquisition of Additional Vessels, subject to certain conditions.

On May 24, 2022, the available amount of $ million under the $ Million Facility Term Loan was drawn in full, and $ million of the $ million available under the $ Million Facility Revolving Loan was also drawn. The loan proceeds, together with available cash, were used to repay (i) the $ million outstanding principal balance under the $ Million Credit Facility; (ii) the $ million outstanding principal balance under the $ Million Credit Agreement; and (iii) the $ million outstanding principal balance under the $ Million Credit Agreement; and to pay certain expenses related to the refinancing, including certain structuring and arrangement fees, legal and administrative fees totaling $ million.

Interest on the $ Million Credit Facility was calculated based upon Adjusted Term SOFR plus the Applicable Margin. The Applicable Margin at the inception of the facility was %. The facilities also included a sustainability-linked pricing mechanism. The adjustment in pricing was linked to three factors:

●

a Fleet Sustainability Score Target, reflecting the carbon efficiency of the INSW fleet as it related to reductions in CO₂ emissions year-over-year, such that it aligned with the International Maritime Organization’s % industry reduction target in GHG emissions by 2050, to be calculated in a manner consistent with the de-carbonization trajectory outlined in the Poseidon Principles (the global framework by which financial institutions can assess the climate alignment of their ship finance portfolios relative to established de-carbonization trajectories);

●

a Sustainability-Linked Investment Target, reflecting targeted spending of $ million per annum on investments in energy efficiency improvements, decarbonization, and other environmental, social and corporate governance-related initiatives; and

●

a Lost Time Incident Frequency Target, reflecting performance against a Lost Time Incident Frequency average published by Intertanko.

The Company was required to deliver annually, commencing in July 2023, a sustainability certificate for the preceding calendar year setting out the sustainability-related calculations required under the credit agreement. If the Company achieved all of the targets set out in the credit agreement, the Applicable Margin would be decreased by % per annum, while if the Company failed to achieve any of the targets set out in the credit agreement, the Applicable Margin would be increased by that same amount (but in no case would any such adjustment result in the Applicable Margin being increased or decreased from the otherwise-applicable Applicable Margin by more than % per annum in the aggregate).

The $ Million Credit Facility contained customary representations, warranties, restrictions and covenants applicable to the Company, ISOC and the subsidiary guarantors (and in certain cases, other subsidiaries).

The sale and delivery of a 2008-built MR, which was pledged under the $ Million Credit Facility, on November 30, 2022, resulted in a mandatory principal prepayment of $ million, reduced the number of vessels collateralizing the $ Million Credit Facility to vessels, and reduced the availability under the $ Million Facility Revolving Loan to $ million.

On March 10, 2023, the Company entered into an amendment to the $ Million Credit Facility. Pursuant to the amendment, the Company (a) prepaid $ million of outstanding principal under the $ Million Facility Term Loan; (b) obtained a release of collateral vessel mortgages over MR product carriers; (c) received from the lenders additional revolving credit commitments in an aggregate amount of $ million, which additional commitments constituted an increase to, and were subject to the same terms and conditions as, the previously-existing revolving credit commitments; and (d) made certain other amendments to the credit agreement and ancillary documents, including amendments relating to certain hedging obligations related to the credit agreement and to repayment schedules. Following the effectiveness of the amendment, (a) the aggregate outstanding principal amount under the $ Million Facility Term Loan was $ million, and (b) the aggregate principal commitments available under the $ Million Facility Revolving Loan was $ million ( of which was outstanding on December 31, 2023).

Following the amendment to the $ Million Credit Facility agreement and through December 31, 2023, the Company made an additional $ million in mandatory principal prepayments on the $ Million Facility Term Loan in conjunction with the sale of three 2008-built MRs, and the release of Suezmaxes and Aframax Tanker from the collateral package.

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Million Credit Facility. Immediately prior to the closing of the second amendment, the $ Million Facility, had a remaining term loan balance of $ million and undrawn revolver capacity of $ million. The amended agreement consists of a $ million revolving credit facility (the “$ Million Revolving Credit Facility”) that matures on January 31, 2030. That maturity date is subject to acceleration upon the occurrence of certain events (as described in the credit agreement). The $ Million Revolving Credit Facility is secured by a first lien on certain of the Company’s vessels (the “Collateral Vessels”), along with their earnings, insurances and certain other assets, as well as by liens on certain additional assets of ISOC. Under the terms of the $ Million Revolving Credit Facility capacity is reduced on a quarterly basis by approximately $ million, based on a 20-year age-adjusted profile of the Collateral Vessels. The $ Million Revolving Credit Facility bears an interest rate based on term SOFR plus the Applicable Margin (each as defined in the credit agreement). The Applicable Margin is % and is subject to similar sustainability-linked features as included in the $ Million Credit Facility, that are aimed at reducing the carbon footprint, targeting expenditures toward energy efficiency improvements and maintaining a safety record above the industry average. The Company’s performance against these sustainability measures could impact the margin by five basis points. At the time of closing, $ million was drawn on the $ Million Revolving Credit Facility.

Between the closing of the second amendment and December 31, 2024, an additional $ million was drawn on the $ Million Revolving Credit Facility and $ million subsequently repaid, leaving an aggregate outstanding principal balance of $ million and an undrawn revolver capacity of $ million on this facility as of December 31, 2024. In February 2025, the Company repaid $ million of the outstanding principal balance under the $ Million Revolving Credit Facility.

The $ Million Revolving Credit Facility also contains customary representations, warranties, restrictions and covenants applicable to the Company, the Borrower and the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that are consistent with the financial covenants that existed in the $ Million Credit Facility as further described below.

$160 Million Revolving Credit Facility

On September 27, 2023, the Company entered into a $ million revolving credit agreement (the “$160 Million Revolving Credit Facility”) with Nordea Bank Abp, New York Branch (“Nordea”), ING Bank N.V., London Branch (“ING”), Crédit Agricole Corporate & Investment Bank, and DNB Markets Inc. (or their respective affiliates), as mandated lead arrangers and bookrunners; and Danish Ship Finance A/S and Skandinaviska Enskilda Banken AB (PUBL) (or their respective affiliates), as lead arrangers. Nordea is acting as administrative agent, collateral agent, coordinator and security trustee under the Revolving Credit Agreement, and ING is acting as sustainability coordinator.

The $ Million Revolving Credit Facility comprises a -year revolving credit facility in an aggregate amount of $ million that matures on March 27, 2029 and reduces on a age-adjusted profile. The $ Million Revolving Credit Facility is secured by a first lien on of the Company’s vessels (the “Collateral Vessels”), along with their earnings, insurances and certain other assets, as well as by liens on certain additional assets of the Borrower. Interest on the $ Million Revolving Credit Facility is calculated based upon Term SOFR plus the Applicable Margin (each as defined in the credit agreement). The Applicable Margin was % and is subject to a sustainability-linked pricing mechanism, pursuant to which the Applicable Margin may be decreased or increased by %, as described in greater detail below.

The sustainability-linked pricing adjustment is linked to three factors, which are consistent with those contained in the Company’s $ Million Credit Facility described above. The Company will be required to deliver annually, commencing for the period ending June 30, 2024, a sustainability certificate for the preceding calendar year setting out its sustainability-related calculations. If the Company achieves all of the targets set out in the credit agreement, the Applicable Margin will be decreased by % per annum, while if it fails to achieve any of those targets the Applicable Margin will be increased by that same amount (but no such adjustment will result in the Applicable Margin being increased or decreased from the otherwise-applicable Applicable Margin by more than % per annum in the aggregate). Based on the sustainability certificate submitted in July 2024, the Applicable Margin was increased to %.

The $ Million Revolving Credit Facility also contains customary representations, warranties, restrictions and covenants applicable to the Company, the Borrower and the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that are consistent with existing financial covenants in the $ Million Revolving Credit Facility, as further described below.

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million of the $ million available under the $ Million Revolving Credit Facility was drawn for general corporate purposes (including paying certain expenses related to the new financing). The $ million was repaid in full on October 30, 2023. The undrawn revolver capacity under this facility decreased to $ million as of December 31, 2024.

ING Credit Facility

On November 12, 2021, the Company, together with its indirect subsidiaries Diamond S Shipping Inc. (together with the Company, the “Guarantors”) and NT Suez One LLC, the borrower, entered into a credit agreement for a $ million term loan facility with ING Bank N.V., London Branch, as lender, administrative agent, collateral agent and security trustee (the “ING Credit Facility”). The ING Credit Facility is secured by a first lien on the Suezmax owned by NT Suez One LLC, a wholly owned subsidiary of the Company, along with its earnings, insurances and certain other assets. The full $ million was drawn down on November 12, 2021 and used to repay approximately $ million of outstanding and accrued interest under the maturing debt facility that previously financed the Suezmax. The Company also incurred issuance and other debt financing costs of $ million on this transaction. Interest on the loan was based upon LIBOR plus a margin of %. The loan amortized in quarterly installments of approximately $ million commencing in February 2022 and was to mature on the fifth anniversary of the borrowing date in November 2026 with a final balloon payment due at maturity in an amount equal to the remaining principal amount of the loan outstanding on that date. The maturity date was subject to acceleration upon the occurrence of certain events as described in the ING Credit Facility. The ING Credit Facility was amended on March 27, 2023, to change the reference rate from three-month LIBOR to an adjusted three-month Term SOFR rate, effective on the May 12, 2023 interest rate reset date.

On April 18, 2024, the Company prepaid the outstanding principal balance of $ million and terminated the ING Credit Facility.

Ocean Yield Lease Financing

On October 26, 2021, the Company entered into lease financing arrangements with Ocean Yield ASA for the sale and leaseback of the VLCCs that previously collateralized the Sinosure Credit Facility, for a total net sale price of $ million (the “Ocean Yield Lease Financing”). The proceeds from the transactions, which were received on November 8, 2021, were used to prepay the $ million outstanding loan balance under the Sinosure Credit Facility, with the balance intended for general corporate purposes, which included a $ million voluntary prepayment on the $ Million Facility Revolving Loan. The Company incurred issuance and other debt financing costs of $ million on this transaction. Under these lease financing arrangements, each of the six VLCCs is subject to a 10-year bareboat charter with purchase options exercisable commencing at the end of the fourth year and purchase obligations at the end of the 10-year term equal to the outstanding principal balance of $ million in total at that date. Charter hire under these arrangements is comprised of a fixed monthly repayment amount aggregating $ million plus a variable interest component calculated based on three-month LIBOR plus a margin of %. The terms and conditions, including financial covenants, of the arrangements are in-line with those within the Company’s existing debt facilities.

The lease financing arrangements with Ocean Yield were amended effective on February 21, 2023, to change the reference rate from three-month LIBOR to an adjusted three-month Term SOFR rate, effective on the interest rate reset date on May 7, 2023.

BoComm Lease Financing Relating to Dual-Fuel LNG VLCC Newbuilds

On November 15, 2021, the Company and of its vessel-owning indirect subsidiaries entered into a series of sale and leaseback arrangements with entities affiliated with the Bank of Communications Limited (“BoComm”) in connection with the construction of three dual-fuel LNG VLCC newbuilds (the “BoComm Lease Financing”). BoComm’s obligation to provide funding pursuant to the terms of the sale and leaseback agreements commenced when construction began on the first vessel in November 2021. The three newbuilds were delivered to the Company on March 7, 2023, April 11, 2023, and May 24, 2023, respectively. The BoComm Lease Financing provided the funding of $ million in aggregate ($ million each vessel) over the course of the construction and delivery of the vessels. Under the lease financing arrangements, each vessel is subject to a bareboat charter commencing on delivery of each vessel at a bareboat rate of $ per day, with purchase options exercisable commencing at the end of the second year.

Toshin Lease Financing

On December 7, 2021, the Company entered into lease financing arrangement with Toshin Co., Ltd (“Toshin”) for the sale and leaseback of a 2012-built MR, which was a $ Million Facility Collateral Vessel, for a net sale price of $ million (the “Toshin

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million net proceeds, after prepaying $ million of the $ Million Facility Term Loan. The Company also incurred issuance and other debt financing costs of $ million on this transaction. Under the lease financing arrangement, the vessel is subject to a 10-year fixed rate bareboat charter at a bareboat rate of $ per day for the first three years, $ per day for the second three years, and $ per day for the last four years, with purchase options exercisable commencing at the end of the fourth year and purchase obligation at the end of the 10-year term for $ million.

COSCO Lease Financing

On December 23, 2021, the Company entered into lease financing arrangements with Oriental Fleet International Company Limited (“COSCO Shipping”) for the sale and leaseback of an Aframax and an LR2, both $ Million Facility Collateral Vessels, for a net sale price of $ million in total (the “COSCO Lease Financing”). The transactions generated $ million net proceeds, after prepaying $ million of the $ Million Facility Term Loan. The Company also incurred issuance and other debt financing costs of $ million on this transaction. Under these lease financing arrangements, each of the two vessels is subject to a seven-year bareboat charter with purchase options exercisable commencing after the end of the second year and purchase obligations at the end of the seven-year term equal to the outstanding principal balance of $ million at that date. Charter hire under these arrangements is comprised of a fixed quarterly repayment amount aggregating $ million plus a variable interest component calculated based on three-month LIBOR plus a margin of %. The terms and conditions, including financial covenants, of the arrangements are in-line with those within the Company’s existing debt facilities.

In May 2023, the Company tendered notice of its intention to exercise its options to purchase 2013-built Aframax and 2014-built LR2, which were bareboat chartered-in under the COSCO Lease Financing arrangements. The aggregate purchase price for the two vessels of $ million, consisted of the $ million remaining debt balance and $ million of purchase option premiums. The transaction closed on July 3, 2023.

Hyuga Lease Financing

On January 14, 2022, the Company entered into a lease financing arrangement with Hyuga Kaiun Co., Ltd (“Hyuga”) for the sale and leaseback of a 2011-built MR, which was a $ Million Facility Collateral Vessel, for a net sale price of $ million (the “Hyuga Lease Financing”). The transaction generated net proceeds of $ million, after prepaying $ million of the $ Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to a bareboat charter at a bareboat rate of $ per day for the first three years, $ per day for the second three years, and $ per day for the last three years, with purchase options exercisable commencing at the end of the fourth year and a $ million purchase obligation at the end of the term.

Kaiyo Lease Financing

On April 25, 2022, the Company entered into a lease financing arrangement with Kaiyo Ltd. (“Kaiyo”) for the sale and leaseback of a 2010-built MR, which was a $ Million Facility Collateral Vessel, for a net sale price of $ million (the “Kaiyo Lease Financing”). The transaction generated net proceeds of $ million, after prepaying $ million of the $ Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to an bareboat charter at a bareboat rate of $ per day for the first four years, and $ per day for the remaining four years, with purchase options exercisable commencing at the end of the fourth year and a $ million purchase obligation at the end of the term.

Kaisha Lease Financing

On May 12, 2022, the Company entered into a lease financing arrangement with Kabushiki Kaisha (“Kaisha”) for the sale and leaseback of a 2010-built MR, which was a $ Million Facility Collateral Vessel, for a net sale price of $ million (the “Kaisha Lease Financing”). The transaction generated net proceeds of $ million, after prepaying $ million of the $ Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to an bareboat charter at a bareboat rate of $ per day for the first four years, and $ per day for the remaining four years, with purchase options exercisable commencing at the end of the fourth year and a $ million purchase obligation at the end of the term.

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The $ Million Revolving Credit Facility, $ Million Revolving Credit Facility, and certain of the Company’s lease financing arrangements contain customary representations, warranties, restrictions and covenants applicable to the Company, the Borrower and the subsidiary guarantors (and in certain cases, other subsidiaries), including financial covenants that require the Company (i) to maintain a minimum liquidity level of the greater of $ million and % of the Company’s Consolidated Indebtedness; (ii) to ensure the Company’s and its consolidated subsidiaries’ Maximum Leverage Ratio will not exceed to 1.00 at any time; (iii) to ensure that Current Assets exceeds Current Liabilities (which is defined to exclude the current potion of Consolidated Indebtedness); and (iv) to ensure the aggregate Fair Market Value of the Collateral Vessels will not be less than % of the aggregate outstanding principal amount of each facility.

The Company’s credit facilities also require it to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”); maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants and related provisions.

Interest Expense

Million Credit Facility / $ Million Revolving Credit Facility

$ Million Revolving Credit Facility

ING Credit Facility⁽¹⁾

Macquarie Credit Facility ⁽²⁾

$ Million Credit Facility⁽³⁾

$ Million Credit Facility⁽³⁾⁽⁴⁾

()

$ Million Credit Facility⁽²⁾

Sinosure Credit Facility⁽⁴⁾

Vessel Lease Financing Arrangements

% Senior Notes⁽⁵⁾

Total debt related interest expense

(1)	On April 18, 2024, the Company repaid the outstanding principal balance of $ million and terminated the ING Credit Facility.

(2)	On November 17, 2022, the Company repaid the outstanding principal balance of $ million and terminated the Macquarie Credit Facility.

(3)	On May 24, 2022, the outstanding principal balances under the $ Million Credit Facility, the $ Million Credit Facility and the $ Million Credit Facility were repaid with proceeds from the $ Million Credit Facility, as described above.

(4)	The interest expense for these credit facilities includes the amortization for the terminated interest rate swap agreements, as described in Note 8, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures.”

(5)	On August 5, 2022, the Company redeemed the $ million aggregate principal outstanding of the % Senior Notes due June 2023.

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Million Credit Facility / $ Million Revolving Credit Facility

$ Million Revolving Credit Facility

—

ING Credit Facility

Macquarie Credit Facility

—

$ Million Credit Facility

—

$ Million Credit Facility

—

$ Million Credit Facility

—

Vessel Lease Financing Arrangements

% Senior Notes

—

Total debt related interest expense paid

Debt Modifications, Repurchases and Extinguishments

During the year ended December 31, 2023, in connection with the prepayment and extinguishment of certain of the Company’s debt facilities, the Company recognized aggregate net losses of $ million, which are included in other income in the accompanying consolidated statement of operations. The net losses principally reflect (i) a $ million write-off of unamortized deferred financing costs associated with the mandatory principal prepayments of the $ Million Facility Term Loan; (ii) $ million write-off of unamortized deferred financing costs associated with the prepayment of the COSCO Lease Financing described above; and (iii) $ million in purchase option premium fees paid in conjunction with the prepayment of the COSCO Lease Financing.

During the year ended December 31, 2022, in connection with the prepayment and extinguishment of certain of the Company’s debt facilities, the Company recognized an aggregate net loss of $ million from the write-off of unamortized deferred financing costs associated with such facilities.

As of December 31, 2024, the aggregate annual principal payments required to be made on the Company’s financing arrangements are as follows:

2026

2027

2028

2029

Thereafter

Aggregate principal payments required

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Accrued payroll and benefits

Accrued general and administrative expenses

Accrued vessel expenses

Accrued drydock, repairs and vessel betterment costs

Bunkers and lubricants

Insurance

Due to owners on chartered in vessels

EUAs due to authorities

Charter revenues received in advance

Accrued interest expense

Other

Total accounts payable, accrued expense and other current liabilities

% 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 U.S. Shipping income attributable to transportation that both begins and ends in the U.S. will be considered to be 100% derived from sources within the U.S. INSW does not engage in transportation that gives rise to 100% U.S. source income. Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the U.S. Shipping income derived from sources outside the U.S. will not be subject to any U.S. federal income tax. INSW’s vessels operate in various parts of the world, including to or from U.S. ports. There can be no assurance that INSW will continue to qualify for the Section 883 exemption.

A substantial portion of income earned by INSW is not subject to income tax, and no deferred taxes are provided on the temporary differences between the tax and financial statement basis of the underlying assets and liabilities for those subsidiaries not subject to income tax in their respective countries of incorporation. Additionally, a number of countries have drafted or are actively considering drafting legislation to implement the Organization for Economic Cooperation and Development's (“OECD”) international tax framework, including the Pillar Two Model Rules. These model rules call for a minimum global tax of 15% on large multinational enterprises with possible application from January 1, 2024 or later. As currently enacted, the Pillar Two Model Rules have no impact on the Company’s consolidated financial statements in 2024, however, the Company is monitoring these developments and evaluating the necessary steps it can take to minimize the impact, if any, to the Company’s consolidated financial statements and operations going forward.

The Marshall Islands and Liberia impose tonnage taxes, which are assessed on the tonnage of certain of the Company’s vessels. These tonnage taxes are included in vessel expenses in the accompanying consolidated statements of operations.

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()

Deferred

Income tax benefit/(provision)

()

Included in the Company's current income tax benefit/(provision) are benefits and provisions for uncertain tax positions relating to freight taxes in various tax jurisdictions. 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 2024, the Company decreased its reserve for uncertain tax liabilities for these jurisdictions by $ million. The Company does not presently anticipate that its provisions for these uncertain tax positions will significantly increase in the next 12 months; however, this is dependent on the jurisdictions in which vessel trading activity occurs.

The differences between income taxes expected at the Marshall Islands statutory income tax rate of zero percent and the reported income tax benefit/(provision) are summarized as follows:

)

Unrecognized tax benefits

()

Income subject to tax in other jurisdictions

()

Effective income tax rate

()

million and $ million as of December 31, 2024 and 2023, respectively, which are included in other current and other non-current liabilities in the consolidated balance sheets:


(Dollars in thousands)	2024		2023
Balance of unrecognized tax benefits as of January 1,	$		$
Increases for positions taken in current year
Decreases for positions taken in prior years		()		—
Balance of unrecognized tax benefits as of December 31,	$		$

The Company records interest on unrecognized tax benefits in its provision for income taxes. Accrued interest is included in other liabilities in the consolidated balance sheets. The Company had a total liability for interest of $ million as of December 31, 2024 and 2023, respectively.

At December 31, 2023, the Company believed that it was more likely than not that the benefit from its net operating loss carryforwards and certain other deferred tax assets associated with subsidiaries that it had in the United Kingdom and Singapore would not be realized and accordingly, maintained a valuation allowance of $ million. Such subsidiaries were liquidated during 2024, and the unutilized deferred tax assets and valuation allowances were de-recognized.

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Excess of tax over book basis of depreciable assets

Pensions

Total deferred tax assets

Less: Valuation allowance

()

Net noncurrent deferred tax assets

—

right (a “Right”) for each outstanding share of common stock, no par value, of the Company. The dividend was payable on May 19, 2022 to stockholders of record at the close of business on such date. While the Rights Agreement was effective immediately, the Rights would become exercisable only if a person or group acquired beneficial ownership, as defined in the Rights Agreement, of % or more of the Company’s common stock in a transaction not approved by the Company's Board of Directors. In that situation, each holder of a Right (other than the acquiring person or group) would have the right to purchase, upon payment of the then-current exercise price, a number of shares of Company common stock having a market value of twice the exercise price of the Right. In addition, at any time after a person or group acquired % or more of the Company’s common stock (unless such person or group acquires 50% or more), the Company’s Board of Directors could exchange share of the Company’s common stock for each outstanding Right (other than Rights owned by such person or group, which would have become null and void). The expiry date of the Rights Agreement was May 7, 2023.

On April 11, 2023, the Company’s Board of Directors approved the Amended and Restated the Rights Agreement (the “A&R Rights Agreement”), which amends and restates the Rights Agreement dated as of May 8, 2022. The A&R Rights Agreement implements substantially the same features and protective measures of the Rights Agreements and includes the following revised or additional provisions:

(i)extends the expiration date from May 7, 2023 to April 10, 2026;

(ii)increases the “Acquiring Person” trigger threshold from % to %;

(iii)increases the “Purchase Price” from $ to $; and

(iv)includes a qualifying offer provision with a shareholder redemption feature.

The Company’s Board of Directors adopted the Rights Agreement and the A&R Rights Agreement to enable all stockholders of the Company to realize the full potential value of their investment in the Company. The 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 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 A&R Rights Agreement if market and other conditions warrant.

Dividends

million or $ per share declared by the Company’s Board of Directors as follows:

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On , the Company’s Board of Directors declared a regular quarterly cash dividend of $ per share of common stock and a supplemental dividend of $ per share of common stock. Both dividends will be paid on to shareholders of record at the close of business on .

million or $ per share declared by the Company’s Board of Directors as follows:


Declaration Date	Record Date	Payment Date		Regular Quarterly Dividend per Share		Supplemental Dividend per Share		Total Dividends Declared (Dollars in Thousands)
			$		$		$
			$		$		$
			$		$		$
			$		$		$

million or $ per share declared by the Company’s Board of Directors as follows:


Declaration Date	Record Date	Payment Date		Regular Quarterly Dividend per Share		Supplemental Dividend per Share		Total Dividends Declared (Dollars in Thousands)
			$		$	—	$
			$		$	—	$
			$		$	—	$
			$		$		$

Share Repurchases

The Company has had a stock repurchase program since 2017. Under the program, the Company can opportunistically repurchase shares of the Company’s common stock (up to the authorized program limits) from time to time, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determined was in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company are not eligible for repurchase under this program without further authorization from the Board.

The following is a summary of the purchases, excluding commissions, made under the Company’s stock repurchase program during the three years ended December 31, 2024:

2023

2022

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million from $ million, which was the remaining authorization after the open-market purchases made during the third quarter of 2024.

In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased , and shares of common stock during the years ended December 31, 2024, 2023 and 2022 at an average cost of $, $ and $ per share, respectively (based on the market prices on the dates of vesting or option exercise), from employees, including certain members of management to cover withholding taxes and the cost of options exercised.

Share-based Compensation

The Company accounts for stock compensation expense in accordance with the fair value based methods required by ASC 718, Compensation – Stock Compensation. Such fair value based methods require share based payment transactions to be measured based on the fair value of the equity instruments issued.

Effective November 18, 2016, INSW adopted incentive compensation plans (the “Incentive Plans” as further described below) in order to facilitate the grant of equity and cash incentives to directors, employees, including executive officers and consultants of the Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success. INSW reserved shares for issuance under its management incentive plan and shares for issuance under its non-employee director incentive compensation plan. Effective June 22, 2020, INSW adopted new Incentive Plans and reserved an additional shares for issuance under its management incentive plan and shares for issuance under its non-employee director incentive compensation plan.

Information regarding share-based compensation awards granted by INSW follows:

Director Compensation – Restricted Common Stock

INSW awarded a total of , and restricted common stock shares during the years ended December 31, 2024, 2023 and 2022, respectively, to its non-employee directors. The weighted average fair value of INSW’s stock on the measurement date of such awards was $ (2024), $ (2023) and $ (2022) per share. Such restricted shares awards vest in full on the earlier of the next annual meeting of the stockholders or grant anniversary date, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting date, a holder of restricted share awards has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally.

On February 19, 2024, Mr. Nadim Qureshi resigned from the Board of Directors of the Company. Mr. Qureshi’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. In connection with his resignation, the Board approved the accelerated vesting of the restricted shares of INSW common stock previously granted to Mr. Qureshi in June 2023 (valued at approximately $ million) and the Company did not seek reimbursement of any cash director fees paid to Mr. Qureshi in advance for the first quarter of 2024. In consideration of this action, Mr. Qureshi entered into a one-year agreement not to compete with the Company’s crude and product tanker operations.

On November 22, 2024, Mr. Douglas Wheat resigned from the Board of Directors of the Company, and from his role as Chairman of the Board, both with immediate effect. Mr. Wheat’s resignation was not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. In recognition of his transformational years of service, following his resignation, the Board appointed Mr. Wheat to the honorary position of Chairman Emeritus. In connection with Mr. Wheat’s resignation, the Board approved the accelerated vesting of the restricted shares of INSW common stock previously granted to him in June 2024 (valued at approximately $ million) and the Company did not seek reimbursement of any cash director fees paid to Mr. Wheat in advance for the fourth quarter of 2024. Further, in connection with Mr. Wheat’s retirement from the Board and appointment as Chairman Emeritus, on November 27, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Wheat. The Consulting Agreement continues in force so long as Mr. Wheat holds the title of Chairman Emeritus and may not be terminated by Mr. Wheat until after November 23, 2025 (upon four weeks’ notice) (such period, the “Term”). During the Term, Mr. Wheat will be an independent contractor of the Company and will be available to provide consulting services to the Board and the Chief Executive Officer on an as-needed basis. For his service during the Term, Mr. Wheat will be paid a consulting fee $ million in two equal installments, the first of which was paid in December 2024, and the second to be paid in

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, and time-based restricted stock units (“RSUs”) to certain of its employees, including senior officers, respectively. The average grant date fair value of these awards was $ (2024), $ (2023) and $ (2022) per RSU. Each RSU represents a contingent right to receive share of INSW common stock upon vesting. of the RSUs awarded during the year ended December 31, 2024 will vest in equal installments on each of the first three anniversaries of the grant date and of the RSUs awarded will cliff vest on October 24, 2025.

RSUs may not be transferred, pledged, assigned or otherwise encumbered until they are settled. Settlement of vested RSUs may be in either shares of common stock or cash, as determined at the discretion of the Human Resources and Compensation Committee and shall occur as soon as practicable after the vesting date. If the RSUs are settled in shares of common stock, following the settlement of such shares, the grantee will be the record owner of the shares of common stock and will have all the rights of a shareholder of the Company, including the right to vote such shares and the right to receive dividends paid with respect to such shares of common stock. RSUs which have not become vested as of the date of a grantee’s termination from the Company will be forfeited without the payment of any consideration, unless otherwise provided for.

During the years ended December 31, 2024, 2023 and 2022, the Company awarded , and , respectively, performance-based RSUs to its senior officers and employees. The weighted average grant date fair value of the awards with performance conditions was determined to be $ (2024), $ (2023) and $ (2022) per RSU. The weighted average grant date fair value of the TSR (as defined below) based performance awards, which have a market condition, was estimated using a Monte Carlo probability model and determined to be $ (2024), $ (2023) and $ (2022) per RSU. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on the third fiscal year end date following the grant date, subject to INSW’s return on invested capital (“ROIC”) performance in the ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (ii) one-half of the target RSUs shall vest on the third fiscal year end date following the grant date, subject to INSW’s total shareholder return (“TSR”) performance relative to that of a performance peer group over a performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15^th of the year following the vesting date. The TSR Target and the ROIC Target in the 2022 award were achieved at a payout of % and %, respectively, of target as of the performance period end date of December 31, 2024.

Settlement of the vested INSW performance-based RSUs may be in either shares of common stock or cash, as determined by the Human Resources and Compensation Committee in its discretion, and shall occur as soon as practicable after the vesting date.

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Granted ⁽²⁾

Forfeitures ⁽³⁾

—

Vested ($ - $ per share)⁽¹⁾

()

Nonvested Shares Outstanding at December 31, 2022

Granted ⁽²⁾

Forfeitures ⁽³⁾

()

Vested ($ - $ per share)⁽¹⁾

()

Nonvested Shares Outstanding at December 31, 2023

Granted ⁽²⁾

Forfeitures ⁽³⁾

—

Vested ($ - $ per share)⁽¹⁾

()

Nonvested Shares Outstanding at December 31, 2024

(1)	Includes (2024), (2023) and (2022) shares of common stock sold back to the Company by employees to cover withholding taxes in the year of vesting or during the first quarter of the subsequent year.

(2)	Includes , and incremental performance restricted stock units earned as a result of above target achievement of market condition at December 31, 2024, 2023 and 2022, respectively.

(3)	Represents restricted stock units forfeited because performance targets or service requirements were not achieved as of the measurement date.

Granted

—

Exercised

()

Options Outstanding at December 31, 2022

Granted

—

Exercised

()

Options Outstanding at December 31, 2023

Granted

—

Exercised

()

Options Outstanding at December 31, 2024

Options Exercisable at December 31, 2024

There were no stock options granted during 2024, 2023 and 2022. The outstanding stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock option but only within such period of time ending on the earlier to occur of (i) the 90^th day ending after the option recipient’s employment terminated and (ii) the expiration of the options, provided that if the Optionee’s employment terminates for death or disability the vested portion of the option may be exercised until the earlier of (i) the first anniversary of employment termination and (ii) the expiration date of the options.

The weighted average remaining contractual life of the outstanding and exercisable stock options at December 31, 2024 was years. The range of exercise prices of the stock options outstanding and exercisable at December 31, 2024 was between $ and $ per share. The weighted average exercise price of the stock options outstanding and exercisable at December 31, 2024 was $. The aggregate intrinsic value of the INSW stock options outstanding and exercisable at December 31, 2024 was $ million.

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million, $ million and $ million, respectively. Compensation expense relating to stock options for the years ended December 31, 2024, 2023 and 2022 was $ million, $ million and $ million, respectively.

As of December 31, 2024, there was $ million of unrecognized compensation cost related to INSW nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of years.

Items not yet recognized as a component of net periodic benefit cost (pension plans)

()

The following tables present the changes in the balances of each component of accumulated other comprehensive income/(loss), net of related taxes, for the three years ended December 31, 2024.


(Dollars in thousands)	Unrealized gains/(losses) on cash flow hedges		Items not yet recognized as a component of net periodic benefit cost (pension plans)		Total
Balance at December 31, 2021	$	()	$	()	$	()
Current period change, excluding amounts reclassified from accumulated other comprehensive income/(loss)				()
Amounts reclassified from accumulated other comprehensive income/(loss)		()				()
Balance at December 31, 2022				()
Current period change, excluding amounts reclassified from accumulated other comprehensive income/(loss)				()
Amounts reclassified from accumulated other comprehensive income/(loss)		()				()
Balance at December 31, 2023				()		()
Current period change, excluding amounts reclassified from accumulated other comprehensive income/(loss)				()
Amounts reclassified from accumulated other comprehensive income/(loss)		()		—		()
Balance at December 31, 2024	$		$	()	$	()

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affiliated companies

Interest rate swaps entered into by the Company's subsidiaries

()

Interest expense

Reclassifications of (gains)/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 expense

Total before and net of tax

()

The following amounts are included in accumulated other comprehensive income/(loss) at December 31, 2024, which have not yet been recognized in net periodic cost: unrecognized prior service costs of $ million ($ million net of tax) and unrecognized actuarial losses of $ million ($ million net of tax). As discussed above in Note 11, “Taxes,” the Company’s wholly owned U.K. subsidiary was liquidated in 2024, and all deferred taxes and valuation allowances associated with the entity were derecognized. The defined benefit pension plan obligation and assets of the U.K. subsidiary remain with the Company and in accordance with relevant accounting guidance, the tax effects remaining in accumulated other comprehensive loss will not be reclassified to earnings until the pension plan is settled, as further described in Note 16, “Pension and Other Postretirement Benefit Plans.”

At December 31, 2024, the Company expects that it will reclassify $ million (gross and net of tax) of net gain on derivative instruments from accumulated other comprehensive income/(loss) to earnings during the next twelve months due to the payment of variable rate interest associated with floating rate debt of INSW’s equity method investees and the interest rate swaps held by the Company.

See Note 8, “Fair Value of Financial Instruments, Derivatives and Fair Value,” for additional disclosures relating to derivative instruments.

' notice. As of December 31, 2024, the Company is a party to time charter out contracts with customers on VLCCs, Suezmax, Aframax, LR2, and MRs with expiry dates ranging from February 2025 to April 2030. The Company’s contracts with customers for voyage charters are short term and vary in length based upon the duration of each voyage. Lease revenue for non-variable lease payments is recognized over the lease term on a straight-line basis and lease revenue for variable lease payments (e.g., demurrage) are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding revenue recognition for leases.

Lightering services provided by the Company’s Crude Tanker Lightering Business and voyage charter contracts that do not meet the definition of a lease are 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. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding service revenue recognition and costs to obtain or fulfill a contract.

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Time and bareboat charter revenues

Voyage charter revenues from non-variable lease payments

Revenues from services

Voyage charter revenues from lightering services

Total shipping revenues

2023

Revenues from leases

Pool revenues

Time and bareboat charter revenues

Voyage charter revenues from non-variable lease payments

Voyage charter revenues from variable lease payments

Revenues from services

Voyage charter revenues from lightering services

Total shipping revenues

2022

Revenues from leases

Pool revenues

Time and bareboat charter revenues

Voyage charter revenues from non-variable lease payments⁽¹⁾

Voyage charter revenues from variable lease payments

()

Revenues from services

Voyage charter revenues from lightering services

Total shipping revenues

(1)	Includes $ million of loss of hire claim proceeds received during the year ended December 31, 2022.

Contract Balances

—

Closing balance as of December 31, 2024

—

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.

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material adjustments to revenues from performance obligations satisfied in previous periods recognized during the years ended December 31, 2024, 2023 and 2022.

Costs to Obtain or Fulfill a Contract

As of December 31, 2024, there were unamortized deferred costs of obtaining or fulfilling a contract.

European Union’s Emissions Trading System

Commencing January 1, 2024, the European Union’s Emissions Trading System (“EU ETS”) was extended to cover Carbon dioxide (“CO2”) emissions from ships over 5,000 gross tons entering EU ports. The EU ETS covers (a) 50% of emissions from voyages either starting in or ending in an EU port, and (b) 100% of emissions from voyages between two EU ports or emissions generated while a ship is within an EU port.

Shipping companies will have to surrender EU ETS emissions allowances (“EUA”) for each ton of reported CO2 emissions in the scope of the EU ETS. There is a phase-in period for the regulations, as allowances will have to be submitted for 40% of 2024 emissions, 70% of 2025 emissions and 100% of emissions for 2026 and subsequent years. Beginning in 2026, the scope of the EU ETS will also be expanded to include Methane (“CH4”) and Nitrous oxide (“N2O”).

EUAs are valued based upon a market approach utilizing prices published on an EUA market index. The value of the EUAs to be provided to the Company pursuant 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 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 consolidated statements of operations.

EUAs held by the Company are intended to be used to settle its EUA obligations and are accounted for as intangible assets. The Company did not hold any EUAs as of December 31, 2024. EUAs relating to 2024 emissions are required to be surrendered to the EU authorities in September 2025.

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, and the value of the EUAs the Company is obligated to surrender to the EU authorities of $ million as of December 31, 2024 is included in the other receivables and other current liabilities, respectively, in the consolidated balance sheet.

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major categories of leases – chartered-in vessels and leased office and other space. The expenses recognized during the three years ended December 31, 2024 for the lease component of these leases are as follows:

Finance lease cost

Vessel assets

Amortization of right-of-use assets

—

Interest on lease liabilities

—

Office and other space

General and administrative

Voyage expenses

Short-term lease cost

Vessel assets⁽¹⁾

Charter hire expenses

Total lease cost

(1)

Excludes vessels and workboats spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than each, totaling $ million, $ million and $ million for the years ended December 31, 2024, 2023 and 2022, respectively, including both lease and non-lease components.

Finance cash flows used for finance leases

—

Supplemental balance sheet information related to leases was as follows:


(Dollars in thousands)	December 31, 2024		December 31, 2023
Operating lease right-of-use assets	$		$

Current portion of operating lease liabilities	$	()	$	()
Long-term operating lease liabilities		()		()
Total operating lease liabilities	$	()	$	()

Weighted average remaining lease term - operating leases		years		years
Weighted average discount rate - operating leases		%		%

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LR1s for periods ending between June 2025 and March 2026. The minimum lease liabilities and related number of operating days under this operating lease as of December 31, 2024 are as follows:

528

2026

Total lease payments (lease component only)

600

less imputed interest

()

Total operating lease liabilities

2.	Office and other space:

The Company has operating leases for office space. These leases have expiry dates ranging from November 2026 to May 2033.

2026

2027

2028

2029

Thereafter

Total lease payments

less imputed interest

()

Total operating lease liabilities

Contracts under which the Company is a Lessor

See Note 14, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under ASC 842.

The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters for VLCCs, Suezmax, Aframax, LR2, and MRs and the related revenue days as of December 31, 2024 are as follows:

4,157

2026

2,699

2027

1,259

2028

1,098

2029

1,095

Thereafter

228

Future minimum revenues

10,536

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

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million into the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Plan”) to allow the Trustee of the Plan to purchase a $ million insurance contract tailored to match the full value of future Plan benefits payable from the Plan. In this arrangement, the Company’s pension benefit obligation and related risks and rewards are not transferred to the insurance company, and as a result, the Company continues to be responsible for paying the benefits. However, this arrangement generally constitutes an economic settlement of the liability by eliminating relevant risks associated with changes to the obligation, including investment, interest rate and longevity risk. The contract is accounted for as a plan asset in the accompanying consolidated balance sheet as of December 31, 2024. As this arrangement does not qualify for settlement accounting under ASC 715, Compensation – Retirement Benefits, the corresponding obligation is netted against the plan asset in the accompanying consolidated balance sheet.

The Company expects the benefits due to the participants under the Plan to be transferred to the insurance company in approximately thirty to thirty-six months after the completion of their standard review of the Plan’s underlying data with minimal additional cost to the Company. At such time, the Company believes the arrangement will qualify for settlement accounting.

Interest cost on benefit obligation

Actuarial losses

Benefits paid

()

Foreign exchange (gains)/losses

()

Benefit obligation at year end

Change in plan assets:

Fair value of plan assets at beginning of year

Actual return on plan assets

()

Employer contributions

—

Benefits paid

()

Foreign exchange (losses)/gains

()

Fair value of plan assets at year end

Unfunded status at December 31

()

The unfunded benefit obligation for the pension plan included in other liabilities in the accompanying consolidated balance sheets, represents the actuarial estimate of the portion of the pension plan benefit obligation that is not covered by the insurance contract purchased by the Plan. At the completion of the insurance company’s standard review of the underlying data, an additional premium cost may be incurred to cover this benefit obligation but as discussed above, such additional cost is expected to be minimal.

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Expected return on plan assets

()

Amortization of prior-service costs

Recognized net actuarial loss

Net periodic benefit cost/(income)

()

Unrecognized actuarial losses will continue to be amortized over a period of , which represents the term to retirement of the youngest member of the Plan, until the benefits due to the participants under the Plan are formally transferred to the insurance company.

The selection of a single discount rate for the defined benefit plan was derived from bond yield curves, which the Company believed as of such dates to be appropriate for the plan, reflecting the length of the liabilities and the yields obtainable on investment grade bonds. The assumption for a long-term rate of return on assets was based on a weighted average of rates of return on the investment sectors in which the assets are invested.

Expected (long-term) return on plan assets

Rate of future compensation increases

2026

2027

2028

2029

Years 2030-2034

—

Insured assets

—

Total

(1)

The insured assets as of December 31, 2024 were measured using assumptions consistent with those used to measure the Plan liability as of December 31, 2024.

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million and the Trustees of the MNOPF agreed not to seek any future contributions from the Company.

The Merchant Navy Ratings Pension Fund (“MNRPF”) is a multi-employer defined benefit pension plan covering British crew members that served as ratings (seamen) on board INSW’s vessels (as well as vessels of other owners) more than 20 years ago. Based on a High Court ruling in 2015, the Trustees of the MNRPF levied assessments to recover the significant deficit in the plan from participating employers. Participating employers include current employers, historic employers that have made voluntary contributions, and historic employers such as INSW that have made no deficit contributions. In September 2024, the Company entered into an agreement with the Trustees of the MNRPF to release the Company from any future obligation to fund deficits in the plan in exchange for the Company’s payment of $ million.

The Company also made payments totaling $ million to reimburse the Trustees of the MNOPF and MNRPF for costs incurred in connection with the agreements entered into with the Company.

Defined Contribution Plans

The Company has defined contribution plans covering all eligible shore-based employees in the U.K. and U.S. Contributions are limited to amounts allowable for income tax purposes and include employer matching contributions to the plans. All contributions to the plans are at the discretion of the Company or as mandated by statutory laws. The employer matching contributions to the plans during each of the years ended December 31, 2024, 2023 and 2022 were $ million, $ million and $ million, respectively.

Legal and consulting fees associated with settlement of pension plan obligations

Total other operating expenses

Net actuarial gain on defined benefit pension plan

Write-off of deferred financing costs

—

()

Loss on extinguishment of debt

—

()

—

Other

()

Refer to Note 9, “Debt,” for additional information relating to the write-off of deferred financing costs and the loss on extinguishment of debt.

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Spin-Off Related Agreements

On November 30, 2016, INSW was spun off from OSG as a separate publicly traded company. In connection with the spin-off, INSW and OSG entered into several agreements, including a separation and distribution agreement, an employee matters agreement and a transition services agreement. While most of the obligations under those agreements were subsequently fulfilled, certain provisions (including in particular mutual indemnification provisions under the separation and distribution agreement and the employee matters agreement) continue in force.

Legal Proceedings Arising in the Ordinary Course of Business

The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries, wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company are covered by insurance (subject to deductibles not material in amount). Each of the 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 the year. Although the vessel was subsequently released, the arresting parties continue to seek approximately $ million in security. The underlying commercial dispute is in arbitration in England. The Company is defending itself vigorously against the allegations in the underlying dispute. The Company is currently unable to predict the outcome of this matter, and estimate of liability has been accrued at this time.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of International Seaways, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of International Seaways, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


		Impairment of Vessels
Description of the Matter		As of December 31, 2024, the carrying value of the Company’s vessels (including deferred drydock expenditures, net) was approximately $2.2 billion. As described in Notes 2 and 5 to the consolidated financial statements, the Company assesses whether events or changes in circumstances have occurred that could indicate that the carrying amounts of its vessels may not be recoverable. Upon identification of an indicator of impairment, the Company evaluates the recoverability of a vessel by comparing its carrying amount to the undiscounted future net cash flows it is expected to generate. If the Company determines that a vessel’s carrying value is not recoverable, an impairment charge is recognized equal to the excess of the vessel’s carrying amount over its estimated fair value determined using an income or market approach. Throughout the year, the Company performed an evaluation of its vessels to determine if any such indicators of impairment were present. During the year ended December 31, 2024, the

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Company recognized an impairment charge of approximately $8.7 million on a vessel to be sold to write down its carrying value to its estimated fair value.

Auditing the Company’s impairment indicator assessment was complex due to the significant estimation uncertainty and judgment required to evaluate the future market and economic conditions and forecasted charter rates in a cyclical and volatile industry, as well as the degree of subjectivity involved in determining indicative market values for a set of representative vessels in each of the Company’s vessel classes.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's impairment indicator assessment process, including controls over management’s identification of impairment indicators and management’s review of the significant assumptions described above. For example, we tested management’s review of the methods used to forecast charter rates and the residual value of the vessels as well as its review of the completeness, accuracy, and relevance of the key inputs used in developing the estimates of fair value, including third-party appraisals.

To test the Company’s impairment indicator assessment process, including its identification of impairment indicators, we performed audit procedures that included, among others, assessing the methodologies used, evaluating the significant assumptions described above and testing the completeness and accuracy of the key inputs used by management in its analyses. For example, we compared the forecasted charter rates used by management to current and past performance of the vessels, forecasted market rates and other relevant external market and industry data. Further, we evaluated the third-party appraisal reports used by management to support their assessment. We involved our internal valuation specialists to assist in our evaluation of the methodologies and the significant assumptions applied in performing the impairment indicator assessment.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2017.

New York, New York

February 27, 2025

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of International Seaways, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited International Seaways, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, International Seaways, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 27, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York

February 27, 2025

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was performed under the supervision and with the participation of 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024 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.

(b)

Management’s report on internal control over financial reporting

Management of the Company is responsible for the establishment and maintenance of adequate internal control over financial reporting for the Company. Internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with participation of the CEO and CFO, has performed an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based on the provisions of “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management has concluded the Company’s internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, the Company’s independent registered public accounting firm, as stated in their report included in Item 8, “Financial Statements and Supplementary Data.”

(c)

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the fourth quarter of fiscal year 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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ITEM 9B. OTHER INFORMATION

Insider Trading Arrangements and Policies

During the three months ended December 31, 2024, none of our directors or executive officers Rule 10b5-1 trading plans and none of our directors or executive officers a Rule 10b5-1 trading plan or or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

See Item 14 below.

Executive Officers

The table below sets forth the name and age of each executive officer of the Company and the date such executive officer was elected to his or her current position with the Company. The term of office of each executive officer continues until the first meeting of the Board of Directors of the Company immediately following the next annual meeting of its stockholders, and until the election and qualification of his or her successor. There is no family relationship between the executive officers.


			Has Served
Name	Age	Position(s) Held	as Such Since

Lois K. Zabrocky	55	President and Chief Executive Officer and Director	November 2016 and May 2018
Jeffrey D. Pribor	67	Chief Financial Officer and Senior Vice President	November 2016
James D. Small III	56	Chief Administrative Officer, Senior Vice President, Secretary and General Counsel	November 2016
Derek Solon	48	Senior Vice President and Chief Commercial Officer	March 2021 and November 2016
William Nugent	56	Senior Vice President and Chief Technical and Sustainability Officer	March 2021 and November 2016
Adewale O. Oshodi	45	Vice President and Controller	November 2016
Debra Grillo	57	Treasurer	January 2025

The business experience and certain other background information regarding our executive officers is set forth below.

Lois K. Zabrocky. Ms. Zabrocky has served as President and Chief Executive Office of the Company since November 30, 2016, when the Company became an independent, publicly traded corporation, and has served as a Director of the Company since May 2018. Under her leadership, the Company’s fleet has grown from 55 vessels (including six vessels held by joint ventures) to more than 75 vessels and the Company’s revenues have increased from approximately $400 million to approximately $1 billion. Prior to her appointment as President and Chief Executive Officer of the Company, Ms. Zabrocky served in various roles during a career of 25 years at OSG, the Company’s former parent corporation. From August 2014 through November 2016, she was Co-President of OSG and Head of International Flag Strategic Business Unit of OSG, from 2008 through August 2014 she was a Senior Vice President of OSG and from May 2011 through August 2014, she was Chief Commercial Officer of the International Flag Strategic Business Unit of OSG. She served as a director of the Company from November 2011 through November 2016 during which time the Company was a wholly-owned subsidiary of OSG.

Jeffrey D. Pribor. From 2013 until his appointment to the role of Chief Financial Officer and Senior Vice President of the Company in November 2016, Mr. Pribor was the Global Head of Maritime Investment Banking at Jefferies & Company, Inc. Mr. Pribor also was Treasurer of the Company from November 2016 until January 2025. Previously, he was Executive Vice President and Chief Financial Officer of General Maritime Corporation, one of the world’s leading tanker shipping companies, from September 2004 to February 2013. Prior to General Maritime Corporation, from 2002 to 2004, Mr. Pribor was Managing Director and President of DnB NOR Markets, Inc. From 2001 to 2002, Mr. Pribor was Managing Director and Group Head of Transportation Banking at ABN

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AMRO, Inc. From 1996 to 2001, Mr. Pribor was Managing Director and Sector Head of Transportation and Logistics investment banking for ING Barings.

James D. Small III. Mr. Small has served as Chief Administrative Officer, Senior Vice President, Secretary and General Counsel of the Company since November 30, 2016. He served as Senior Vice President, Secretary and General Counsel of OSG from March 2015 until November 30, 2016. Prior to joining OSG in March 2015, Mr. Small worked for more than 18 years at Cleary Gottlieb Steen & Hamilton LLP (“Cleary Gottlieb”), a law firm, the last seven years as counsel. At Cleary Gottlieb, Mr. Small’s practice focused on corporate and financial transactions, U.S. securities law matters in U.S. and international capital markets transactions, mergers and acquisitions, and general corporate transactions. As counsel at Cleary Gottlieb, Mr. Small provided legal services to OSG between 2013 and February 2015.

Derek Solon. Mr. Solon has served as Senior Vice President of the Company since March 2021 and as Chief Commercial Officer of the Company since November 30, 2016. He served as Vice President of the Company from November 2016 until March 2021. From August 2014 through November 2016, Mr. Solon was Vice President, Commercial for OSG’s International Flag Strategic Business Unit, and from 2012 to August 2014, he served as Vice President, Sale & Purchase. Before joining OSG, Mr. Solon was a Marine Projects Broker at Poten & Partners in New York from 2003 to 2012. Prior to joining the commercial shipping industry, Mr. Solon served as an officer in the United States Navy since 1998.

William Nugent. Mr. Nugent has served as Senior Vice President of the Company since March 2021 and as Head of Ship Operations of the Company since November 30, 2016. On March 8, 2023, William Nugent’s title was changed to Senior Vice President and Chief Technical and Sustainability Officer instead of Senior Vice President and Head of Ship Operations. He served as Vice President of the Company from November 2016 until March 2021. From July 2014 until November 2016, Mr. Nugent served as Vice President and Head of Ship Operations for OSG’s International Flag Strategic Business Unit. Prior to this, he was responsible for the Technical Services Group, OSG’s global engineering team. He joined OSG in 2006 as Assistant Vice President for New Construction, was promoted to head of the department in 2008 and oversaw the construction of ships, tugs and barges in China, Korea, and the United States. Mr. Nugent previously worked for OSG from 2000 to 2002 overseeing construction of ships in Korea. In all, Mr. Nugent has overseen construction of more than 50 vessels. Earlier in his career, Mr. Nugent was Director of Basic Design and Project Manager for Alion Science and Technology and John J. McMullen Associates, Inc., respectively.

Adewale O. Oshodi. Mr. Oshodi has been a Vice President and the Controller of the Company since November 30, 2016. He served as the Controller of OSG from July 2014 to November 30, 2016 and as Secretary of OSG from July 2014 until March 2015. He was Director, Corporate Reporting from September 2010 when he joined OSG until July 2014. Mr. Oshodi began his career in the New York commercial audit practice of Deloitte & Touche, LLP in 2000. As an Audit Manager between 2005 and 2008 and as an Audit Senior Manager between 2008 and 2010, Mr. Oshodi worked primarily on audits of companies in the maritime industry.

Debra Grillo. Ms. Grillo has been Treasurer of the Company since January 2025. From October 2014 through November 30, 2016, Ms. Grillo was the Assistant Treasurer of several subsidiaries of OSG and since December 1, 2016 has served as the Assistant Treasurer of certain subsidiaries of the Company. Earlier in her career, Ms. Grillo served for approximately 14 years in various positions of increasing responsibility in the Treasury department of Altria Group, Inc., serving as Senior Analyst, Assistant Manager, Manager and Senior Manager.

Code of Business Conduct and Ethics

The Company has adopted a code of business conduct and ethics which is an integral part of the Company’s business conduct compliance program and embodies the commitment of the Company and its subsidiaries to conduct operations in accordance with the highest legal and ethical standards. The Code of Business Conduct and Ethics applies to all of the Company’s officers, directors and employees. Each is responsible for understanding and complying with the Code of Business Conduct and Ethics. The Company also has an Insider Trading Policy which prohibits the Company’s directors and employees from purchasing or selling securities of the Company while in possession of material nonpublic information or otherwise using such information for their personal benefit. The Insider Trading Policy also prohibits the Company’s directors and employees from hedging their ownership of securities of the Company. In addition, the Company has an Anti-Bribery and Corruption Policy which memorializes the Company’s commitment to adhere faithfully to both the letter and spirit of all applicable anti-bribery legislation in the conduct of the Company’s business activities worldwide. Further, the Company has an Inventive Compensation Recoupment Policy pursuant to which under specified circumstances (i) executive officers of the Company are required to repay or return erroneously awarded compensation to the Company in accordance with the Company’s claw back rules and (ii) the Board of Director of the Company may, in its good faith discretion, require officers of the Company to repay all or a portion of their incentive compensation to the Company. The Code of

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Business Conduct and Ethics, the Insider Trading Policy, the Anti-Bribery and Corruption Policy and the Incentive Compensation Recoupment Policy are posted on the Company’s website, which is www.intlseas.com, and are available in print upon the request of any stockholder of the Company. The Company intends to use 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. The Company’s website and the information contained on that site, or connected to that site, are not incorporated by reference in this Annual Report on Form 10-K.

We have adopted an insider trading policy governing the purchase, sale and/or other transactions in securities by employees and directors of the Company and certain other individuals that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. It is our policy to comply with all federal, state and foreign securities laws and other applicable law (including by obtaining appropriate corporate approvals) when engaging in transactions in our securities.

ITEM 11. EXECUTIVE COMPENSATION

See Item 14 below.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information as of December 31, 2024 with respect to the Company’s equity compensation plans, which have been approved by the Company’s shareholders. For a description of the material features of the Company’s equity compensation plans and a description of shares withheld in connection with the vesting of previously-granted equity awards, see Note 12, “Capital Stock and Stock Compensation,” to the consolidated financial statements set forth in Item 8, “Financial Statements and Supplementary Data.”


	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)	(c)
Equity compensation plans approved by security holders	174,417	$	$19.93	480,101	*

*	Consists of 224,236 shares eligible to be granted under the Company’s 2020 Management Incentive Compensation Plan and 255,865 shares under the 2020 Non-Employee Director Incentive Compensation Plan.


(a)(1)		The following consolidated financial statements of the Company are filed in response to Item 8.

		Consolidated Balance Sheets at December 31, 2024 and 2023.

		Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022.

		Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022.

		Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022.

		Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022.

		Notes to Consolidated Financial Statements.

		Reports of Independent Registered Public Accounting Firm.

		All Schedules of the Company have been omitted since they are not applicable or are not required.

(a)(3)		The following exhibits are included in response to Item 15(b): The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

2.1		Separation and Distribution Agreement dated as of November 30, 2016 by and between Overseas Shipholding Group, Inc. and Registrant (schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; the Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request) (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated December 2, 2016 and incorporated herein by reference).

3.1		Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated December 2, 2016 and incorporated herein by reference).

3.2		Amended and Restated By-Laws (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated December 2, 2016 and incorporated herein by reference).

4.1		Amended and Restated Rights Agreement dated as of April 11, 2023 between the Registrant and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent, which includes the form of Rights 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 11, 2023 and incorporated herein by reference).

4.2		Indenture, dated May 31, 2018, between the Registrant and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated May 31, 2018 and incorporated herein by reference).

4.3		Registration Rights Agreement dated as of February 23, 2024 between the Registrant and Wayzata Opportunities Fund III, L.P (filed as Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).

**4.4		Description of International Seaways, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

*10.1		International Seaways, Inc. 2020 Non-Executive Director Incentive Compensation Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.1.1		Form of International Seaways, Inc. Non-Executive Director Incentive Compensation Plan Restricted Stock Grant Agreement (filed as Exhibit 10.1.1 to the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).

*10.2		International Seaways, Inc. Management Incentive Compensation Plan (“MICP”) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 25, 2016 and incorporated herein by reference).

*10.2.1		Form of International Seaways, Inc. MICP Stock Option Grant Agreement (filed as Exhibit 10.2.1 to the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).

*10.2.2		Form of International Seaways, Inc. MICP Restricted Stock Unit Grant Agreement (filed as Exhibit 10.2.2 to the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).

*10.2.3		Form of International Seaways, Inc. MICP Performance-Based Restricted Stock Unit Grant Agreement (filed as Exhibit 10.2.3 to the Registrant’s Annual Report on Form 10-K for 2016 and incorporated herein by reference).

*10.2.4		Form of International Seaways, Inc. MICP Alternate Stock Option Grant Agreement (filed as Exhibit 10.2.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

*10.2.5		Form of International Seaways, Inc. MICP Alternate Restricted Stock Unit (“RSU”) Grant Agreement (filed as Exhibit 10.2.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

*10.2.6		Form of International Seaways, Inc. MICP Alternate Performance RSU Grant Agreement (filed as Exhibit 10.2.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

*10.3		International Seaways, Inc. 2020 Management Incentive Compensation Plan (“2020 MICP”) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.3.1		Form of International Seaways, Inc. 2020 MICP Stock Option Grant Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.3.2		Form of International Seaways, Inc. 2020 MICP Time-Based RSU Grant Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.3.3		Form of International Seaways, Inc. 2020 MICP Performance-Based RSU Grant Agreement (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

10.4		Form of Employee Matters Agreement between Overseas Shipholding Group, Inc. and the Registrant (filed as Exhibit 10.7 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference).

*10.4.1		Form of Enhanced Severance Agreement (files as Exhibit 10.5.1 to the Registrant’s Annual Report on Form 10-K for 2020 and incorporated herein by reference).

*10.4.2		Form of Amended and Restated International Seaways, Inc. Retiree Health and Welfare Plan dated December 26, 2024 (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated December 31, 2024 and incorporated herein by reference).

*10.4.3		First Amendment to International Seaways, Inc. Retiree Health and Welfare Plan dated December 31, 2024 (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 31, 2024 and incorporated herein by reference).

*10.5		Employment Agreement dated September 29, 2014 between Overseas Shipholding Group, Inc. and Lois K. Zabrocky (filed as Exhibit 10.13 to Overseas Shipholding Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference).

*10.5.1		Amendment No. 1 to Lois K. Zabrocky’s Employment Agreement dated March 30, 2016 (filed as Exhibit 10.2 to Overseas Shipholding Group, Inc.’s Current Report on Form 8-K dated April 5, 2016 and incorporated herein by reference).

*10.5.2		Amendment No. 2 to Lois K. Zabrocky’s Employment Agreement dated August 3, 2016 (filed as Exhibit 10.10 to Amendment No. 4 to the Registrant’s Registration Statement on Form 10 filed on November 4, 2016 and incorporated herein by reference).

*10.5.3		Form of Amendment No. 3 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.8 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference).

*10.5.4		Amendment No. 4 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).

*10.5.5		Amendment No. 5 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).

*10.5.6		Amendment No. 6 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.5.7		Form of Amendment No. 7 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 12, 2022 and incorporated herein by reference).

*10.5.8		Form of Amendment No. 8 to Lois K. Zabrocky’s Employment Agreement (field as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 14, 2023 and incorporated herein by reference).

*10.5.9		Form of Amendment No. 9 to Lois K. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 14, 2024 and incorporated herein by reference).

*10.6		Employment Agreement dated February 13, 2015 between Overseas Shipholding Group, Inc. and James D. Small III (filed as Exhibit 10.29 to Overseas Shipholding Group, Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference).

*10.6.1		Amendment No. 1 to James D. Small III’s Employment Agreement dated March 30, 2016 (filed as Exhibit 10.4 to Overseas Shipholding Group, Inc.’s Current Report on Form 8-K dated April 5, 2016 and incorporated herein by reference).

*10.6.2		Amendment No. 2 to James D. Small III’s Employment Agreement dated August 3, 2016 (filed as Exhibit 10.14 to Amendment No. 4 to the Registrant’s Registration Statement on Form 10 filed on November 4, 2016 and incorporated herein by reference).

*10.6.3		Form of Amendment No. 3 to James D. Small III's Employment Agreement (filed as Exhibit 10.9 to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed on October 21, 2016 and incorporated herein by reference).

*10.6.4		Amendment No. 4 to James D. Small III’s Employment Agreement (filed as Exhibit 10.8 the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.6.5		Form of Amendment No. 5 to James D. Small III’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated April 12, 2022 and incorporated herein by reference).

*10.6.6		Form of Amendment No. 6 to James D. Small III’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated March 14, 2023 and incorporated herein by reference).
*10.6.7		Form of Amendment No. 7 to James D. Small III’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated March 14, 2024 and incorporated herein by reference).

*10.7		Employment Agreement dated September 29, 2014 between Overseas Shipholding Group, Inc. and Adewale O. Oshodi (filed as Exhibit 10.23 to Overseas Shipholding Group, Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference).

*10.7.1		Amendment No. 1 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.24 to Overseas Shipholding Group, Inc.’s Annual Report on Form 10-K for 2014 and incorporated herein by reference).

*10.7.2		Amendment No. 2 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and incorporated herein by reference).

*10.7.3		Amendment No. 3 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).

*10.7.4		Amendment No. 4 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.7.5		Form of Amendment no. 5 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 22, 2021 and incorporated herein by reference).

*10.7.6		Form of Amendment No. 6 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated April 12, 2022 and incorporated herein by reference).

*10.7.7		Form of Amendment No. 7 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated March 14, 2023 and incorporated herein by reference).

*10.7.8		Form of Amendment No. 8 to Adewale O. Oshodi’s Employment Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated March 14, 2024 and incorporated herein by reference).

*10.8		Employment Agreement dated November 9, 2016 between the Registrant and Jeffrey D. Pribor (filed as Exhibit 10.20 to Amendment No. 6 to the Registrant’s Registration Statement on Form 10 filed on November 9, 2016 and incorporated herein by reference).

*10.8.1		Amendment No. 1 to Jeffrey D. Pribor’s Employment Agreement dated November 9, 2016 (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).

*10.8.2		Amendment No. 2 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K dated April 8, 2020 and incorporated herein by reference).

*10.8.3		Form of Amendment no. 3 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 22, 2021 and incorporated herein by reference).

*10.8.4		Form of Amendment No. 4 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated April 12, 2022 and incorporated herein by reference).
*10.8.5		Form of Amendment No 5. To Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 14, 2023 and incorporated herein by reference).
*10.8.6		Form of Amendment No. 6 to Jeffrey D. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 14, 2024 and incorporated herein by reference).

*10.9		Letter Agreement dated as of February 19, 2024 by and between the Registrant and Nadim Z. Qureshi (filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).

*10.10		International Seaways Ship Management LLC Supplemental Executive Savings Plan (filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference).

*10.11		First Amendment to the International Seaways Ship Management LLC Supplemental Executive Savings Plan (the “Supplemental Executive Seaways Plan”) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 3, 2022 and incorporated herein by reference).

*10.12		Second Amendment to the Supplemental Executive Savings Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated June 3, 2022 and incorporated herein by reference).

10.14		Distribution Agreement dated December 20, 2023 among the Registrant and Evercore Group L.L.C. and Jefferies LLC (filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated December 20, 2023 and incorporated herein by reference).

10.15		Credit Agreement dated as of May 20, 2022 (the “$750 Million Facility”) among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to time parties 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 and Credit Agricole Corporate and Investment Bank, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference).

10.15.1		First Amendment dated as of March 10, 2023 to the $750 Million Facility among the Registrant, International Seaways Operating Corporation, the other Guarantors 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, and Credit Agricole Corporate and Investment Bank, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 15, 2023 and incorporated herein by reference.)

10.15.2		Second Amendment dated as of April 26, 2024 to the $750 Million Facility among the Registrant, International Seaways Operating Corporation, 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, and Credit Agricole Corporate and Investment Bank, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and incorporated herein by reference).

10.15.3		Joinder Agreement dated May 23, 2024 by each of Jennings Tanker Corporation, Lafayette Tanker Corporation, Harrison Tanker Corporation, EB Tanker Corporation, and Crystal Tanker Corporation to the $750 Million Facility (as amended by the First Amendment dated as of March 10, 2023, the Second Amendment dated as of April 26, 2024, and as further amended and/or restated, henceforth the “$500 Million Revolving Credit Facility”) among the Registrant, International Seaways Operating Corporation, 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, and Credit Agricole Corporate and Investment Bank, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference).

10.15.4		Joinder Agreement dated June 7, 2024 by Albans Tanker Corporation to the $500 Million Revolving Credit Facility (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and incorporated herein by reference).

10.16		$160 Million Revolving Credit Agreement, dated as of September 27, 2023, among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to time parties thereto, Nordea Bank Abp, New York Branch, as administrative agent, Collateral Agent, Coordinator and security trustee for the Secured Parties, and ING Bank, London Branch, as sustainability coordinator (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and incorporated by reference herein).

**19		International Seaways, Inc. Insider Trading Policy.

**21		List of significant subsidiaries of the Registrant.

**23		Consent of Independent Registered Public Accounting Firm.

**31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.

**31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.

**32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Irrevocable Conditional Letter of Resignation of Kristian K. Johansen dated April 17, 2024 (filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K dated April 19, 2024 and incorporated herein by reference).

99.2		Consulting Agreement dated November 27, 2024 between Douglas Wheat and the Registrant (filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K/A dated November 25, 2024 and incorporated herein by reference).

*97		International Seaways, Inc. Incentive Compensation Recoupment Policy dated as of November 27, 2023 (filed as Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).

EX-101.INS		Inline XBRL Instance Document.

EX-101.SCH		Inline XBRL Taxonomy Schema.

EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.

EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase.

EX-101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.

EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.


	INTERNATIONAL SEAWAYS, INC.

	By:	/s/ Jeffrey D. Pribor
		Jeffrey D. Pribor
		Chief Financial Officer

Name		Date

/s/ LOIS K. ZABROCKY		February 27, 2025
Lois K. Zabrocky, Principal
Executive Officer; Director

/s/ JEFFREY D. PRIBOR		February 27, 2025
Jeffrey D. Pribor, Principal
Financial Officer and
Principal Accounting Officer

/s/ IAN T. BLACKLEY		February 27, 2025
Ian T. Blackley, Director

/s/ DARRON M. ANDERSON		February 27, 2025
Darron M. Anderson, Director

/s/ TIMOTHY BERNLOHR		February 27, 2025
Timothy Bernlohr, Director

/s/ A. KATE BLANKENSHIP		February 27, 2025
A. Kate Blankenship, Director

/s/ RANDEE DAY		February 27, 2025
Randee Day, Director

/s/ DAVID I. GREENBERG		February 27, 2025
David I. Greenberg, Director

/s/ KRISTIAN K. JOHANSEN		February 27, 2025
Kristian K. Johansen, Director

/s/ CRAIG H. STEVENSON JR.		February 27, 2025
Craig H. Stevenson, Jr., Director

International Seaways, Inc. - Annual Report: 2024 (Form 10-K)

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