Form 8-K

8-K — International Seaways, Inc.

Accession: 0001104659-26-093033

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001679049

SIC: 4400 (WATER TRANSPORTATION)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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United

States

Securities

and Exchange Commission

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

August 10, 2026

Date of Report (Date

of earliest event reported)

International

Seaways, Inc.

(Exact

Name of Registrant as Specified in Charter)

1-37836-1

Commission

File Number

Marshall Islands

98-0467117

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

600 Third Avenue,

39th Floor

New York, New York

10016

(Address

of Principal Executive Offices) (Zip Code)

Registrant's

telephone number, including area code (212) 578-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing

obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Symbol

Name of each exchange on which registered

Common Stock (no par value)

INSW

New York Stock Exchange

Rights to Purchase Common Stock

N/A true

New York Stock Exchange

Section

2 – Financial Information

Item 2.02 Results

of Operations and Financial Condition.

The following information, including the Exhibit to this

Form 8-K, is being furnished pursuant to Item 2.02 — Results of Operations and Financial Condition of Form 8-K. This information

is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated

by reference into any Securities Act of 1933 registration statements.

On August 10, 2026, International Seaways, Inc. issued

a press release, a copy of which is attached hereto as Exhibit 99.1, announcing second quarter 2026 earnings.

Section

7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

The following information, including the Exhibit to this

Form 8-K, is being furnished pursuant to Item 7.01 — Regulation FD Disclosure

of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act

of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.

On August 7, 2026, INSW’s Board of Directors declared

a quarterly dividend of $5.05 per share of common stock payable in the third quarter of 2026. Such dividend is payable on September 24,

2026 to shareholders of record at the close of business on September 10, 2026.

Section 9 – Financial Statements

and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Pursuant to General Instruction B.2 of Form 8-K, the

following exhibit is furnished with this Form 8-K.

Exhibit No.

Description

99.1

Press Release dated August 10, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

INTERNATIONAL SEAWAYS, INC.

(Registrant)

Date: August 10, 2026

/s/ James D. Small III

Name:

James D. Small III

Title:

Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

EXHIBIT

INDEX

Exhibit No.

Description

99.1

Press Release dated August 10, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622617d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

INTERNATIONAL

SEAWAYS REPORTS

SECOND QUARTER

2026 RESULTS

New York, NY – August 10, 2026–

International Seaways, Inc. (NYSE: INSW) (the “Company,” “Seaways,” or “INSW”), one of the largest

tanker companies worldwide providing energy transportation services for crude oil and petroleum products, today reported results for the

second quarter 2026.

HIGHLIGHTS & RECENT DEVELOPMENTS

Record Financial Results:

· Record net income and adjusted net income(1)

of $295 million.

· Record adjusted EBITDA(1) of $345

million.

· Record quarterly free cash flow(1)

of $261 million.

Returns to Shareholders:

· Largest quarterly dividend in Company history

declared: $5.05 per share to be paid in September 2026.

· Third consecutive quarter with a payout ratio

of at least 85% of adjusted net income.

· Declared dividends of $12.61 per share over the

last twelve months represent a 21% yield.

· Paid quarterly dividends of $4.55 per share in

June 2026.

Fleet Optimization Program:

· Contracted four additional LR1 newbuildings for

an aggregate price of $244 million, with deliveries expected in 2028.

· Remaining two LR1 newbuildings from the original

six-vessel program expected to deliver in the third quarter of 2026.

· Upon

delivery, all ten newbuild vessels are expected to trade into our jointly owned, Panamax International Pool, which has historically outperformed

the LR1 market.

Healthy Balance Sheet:

· Total liquidity was approximately $935 million

as of June 30, 2026, including cash (including short-term investments) of $409 million and $526 million undrawn revolving credit capacity.

· Net loan-to-value(1) approximately

6% as of June 30, 2026.

Lois K. Zabrocky, International Seaways President

and CEO commented, “We delivered the highest quarterly net income in our nearly ten-year history, complemented by a record dividend

for the second consecutive quarter. Today's market conditions highlight the benefits of the platform we've built over the past several

years. We've positioned Seaways to maximize cash generation across market cycles by strengthening our balance sheet, lowering our cash

break-even levels, maintaining a balanced fleet across crude and product tankers, and expanding our commercial platform. Those decisions

have also enhanced our financial flexibility to pursue opportunistic growth while creating long-term value for our shareholders.”

Jeff Pribor, the Company’s CFO stated, “The

record free cash flow generated in the second quarter exceeded our previous high by nearly $100 million. We followed last quarter's record

dividend with the highest declaration in our history by continuing our practice of returning at least 85% of adjusted net income to shareholders.

Supported by nearly $1 billion of liquidity and one of the strongest balance sheets in the industry, we maintain the financial flexibility

to invest opportunistically without compromising our disciplined approach to capital allocation.”

SECOND QUARTER 2026 RESULTS

Net income for the second quarter of 2026 was $295 million, or $5.91

per diluted share, compared to net income of $62 million, or $1.25 per diluted share, for the second quarter of 2025. The increase was

primarily driven by higher TCE revenues(1) from spot earnings that increased an average of approximately $51,500 per day across

the fleet and higher profit-sharing results on applicable time charters.

Shipping revenues for the second quarter were

$467 million, compared to $196 million for the second quarter of 2025. Consolidated TCE revenues(1) for the second quarter

were $434 million, compared to $189 million for the second quarter of 2025.

Adjusted EBITDA(1) for the second quarter

was $345 million, compared to $102 million for the second quarter of 2025.

Crude Tankers

Shipping revenues for the Crude Tankers segment

were $285 million for the second quarter of 2026, compared to $104 million for the second quarter of 2025. TCE revenues(1)

were $253 million for the second quarter, compared to $99 million for the second quarter of 2025. The increase in TCE revenues(1)

was driven by higher average spot earnings of over $64,500 per day and higher average time charter earnings of approximately $75,700 per

day, reflecting higher profit-sharing results.

Product Carriers

Shipping revenues for the Product Carriers segment

were $182 million for the second quarter, compared to $92 million for the second quarter of 2025. TCE revenues(1) were $181

million for the second quarter, compared to $90 million for the second quarter of 2025. The increase in the second quarter of 2026 was

attributable to higher TCE revenues(1) from spot earnings of approximately $42,600 per day compared to the second quarter of

2025.

RETURNING CASH TO SHAREHOLDERS

In June 2026, the Company paid total dividends

of $4.55 per share of common stock. The Company paid total dividends of $6.70 per share of common stock for the six months ended June

30, 2026.

On August 7, 2026, the Company’s Board of

Directors declared quarterly dividend of $5.05 per share of common stock. The dividends will be paid on September 24, 2026, to shareholders

with a record date at the close of business on September 10, 2026.

The Company currently has $50 million authorized

under its share repurchase program, which expires at the end of 2026.

FLEET OPTIMIZATION PROGRAM

The Company entered into contracts to build four,

scrubber-fitted, dual-fuel (LNG) ready, LR1 vessels in Korea with K Shipbuilding Co, Ltd. The vessels are expected to be delivered in

the second half of 2028 at a contract price of $244 million in aggregate. The Company expects to finance the newbuildings through a combination

of long-term financing and available liquidity. As of June 30, 2026, no payments were made in connection with the contracts. Upon delivery,

these vessels are expected to trade in our niche, Panamax International Pool, which has consistently outperformed the market.

During the second quarter, the Company took delivery

of Seaways Cristobal, the fourth of six LR1 newbuildings under construction in Korea. The remaining two vessels are expected to

deliver in the third quarter of 2026. The aggregate contract price for the six scrubber-fitted, dual-fuel ready LR1 vessels is approximately

$359 million. As of June 30, 2026, the Company has approximately $73 million in remaining construction costs, all of which is expected

to be drawn from the Korean export agency-backed facility (the “ECA Credit Facility”) in accordance with the delivery schedule.

During the second quarter, the Company entered

into an additional time charter agreement for three years on a 2017-built Suezmax with future contracted revenue of approximately $45

million. As of July 1, 2026, the Company has 13 vessels on time charter agreements with an average duration of 1.5 years and total future

contracted revenues through expiry of approximately $240 million, excluding any applicable profit share.

In the first quarter of 2026, the Company sold

seven vessels for aggregate proceeds of approximately $216 million, net of positioning, commissions and fees. The vessels were among the

oldest remaining in the fleet, consisting of five MRs with an average age of 18 years and two VLCCs with an average age of 15 years. The

Company recognized gains of approximately $88 million in connection with the sale of these vessels.

On January 27, 2026, the Company acquired sole

ownership of Tankers International, a leading shipping pool founded in 2000, providing commercial management of modern VLCC tonnage. Tankers

International has formed a new pool to expand its commercial management into the Suezmax class, which commenced operations in March.

HEALTHY BALANCE SHEET

During the second quarter of 2026, the Company

drew $43 million under the Korean export agency-backed facility (the “ECA Credit Facility”) in connection with the delivery

of Seaways Cristobal. In 2025, the Company entered into the ECA Credit Facility with DNB Bank and K-Sure for up to $240 million,

secured by six LR1 newbuildings. The 12-year facility combines for a 20-year amortization profile and a blended interest rate of SOFR

plus 125 basis points across two tranches. Funds will be drawn under the facility in connection with the delivery of each vessel.

During the six months ended June 30, 2026, the

Company made $13 million in scheduled principal repayments in connection with all of its debt arrangements.

(1) This is a non-GAAP financial measure

used throughout this press release; please refer to the section “Reconciliation to Non-GAAP Financial Information” for explanations

of our non-GAAP financial measures and the reconciliations of reported GAAP to non-GAAP financial measures.

CONFERENCE CALL

The Company will host a conference call to discuss

its second quarter 2026 results at 9:00 a.m. Eastern Time on Monday, August 10, 2026. To access the call, participants should dial (833)

461-5787 for domestic callers and (646) 884-3620 for international callers and entering 832 929 801. Please dial in ten minutes prior

to the start of the call. A live webcast of the conference call will be available from the Investor Relations section of the Company’s

website at https://www.intlseas.com.

ABOUT INTERNATIONAL SEAWAYS, INC.

International Seaways, Inc. (NYSE: INSW) is one

of the largest public tanker companies in the world, providing seaborne transportation services for crude oil and refined petroleum products.

The Company owns and operates a fleet across the principal tanker asset classes, including vessels on order. The Company focuses on the

safe and reliable operation of its fleet and primarily employs its vessels in commercial pools, most of which it has an ownership interest,

enhancing scale and market access. The Company is headquartered in New York City, N.Y. Additional information is available at https://www.intlseas.com.

Forward-Looking Statements

This release contains forward-looking statements.

In addition, the Company may make or approve certain statements in future filings with the U.S. Securities and Exchange Commission (the

“SEC”), in press releases, or in oral or written presentations by representatives of the Company. All statements other than

statements of historical facts should be considered forward-looking statements. These matters or statements may relate to plans to issue

dividends, the Company’s prospects, including statements regarding vessel acquisitions, expected synergies, trends in the tanker

markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s current

plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk

factors outlined in more detail in the Annual Report on Form 10-K for 2025 for the Company, and in similar sections of other filings made

by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking

statements and written and oral forward-looking statements attributable to the Company or its representatives after the date of this release

are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter

filed by the Company with the SEC.

Investor Relations & Media Contact:

Tom Trovato, International Seaways, Inc.

(212) 578-1602

ttrovato@intlseas.com

Category: Earnings

Consolidated Statements of Operations

($ in thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

(Unaudited)

Shipping Revenues:

Pool revenues

$ 255,525

$ 148,772

$ 504,023

$ 286,368

Time and bareboat charter revenues

88,629

36,729

149,644

72,586

Voyage charter revenues

123,133

10,140

139,096

20,081

Total Shipping Revenues

467,287

195,641

792,763

379,035

Other operating revenues

2,443

4,343

Operating Expenses:

Voyage expenses

33,100

6,819

41,331

11,871

Vessel expenses

63,631

67,421

124,670

134,449

Charter hire expenses

15,186

9,627

22,882

18,772

Depreciation and amortization

39,689

41,349

80,256

81,054

General and administrative

16,604

12,165

25,915

25,382

Other operating expenses

129

122

267

217

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

(11,229 )

(88,128 )

(21,250 )

Total operating expenses

168,382

126,274

207,193

250,495

Income from vessel operations

301,348

69,367

589,913

128,540

Holding gain on previously held equity interest

3,919

Operating income

301,348

69,367

593,832

128,540

Other income

4,137

2,040

6,755

3,884

Income before interest expense and income taxes

305,485

71,407

600,587

132,424

Interest expense

(10,561 )

(9,761 )

(19,520 )

(21,213 )

Income before income taxes

294,924

61,646

581,067

111,211

Income tax benefit

Net income

$ 294,925

$ 61,646

$ 581,068

$ 111,211

Weighted Average Number of Common Shares Outstanding:

Basic

49,487,271

49,323,071

49,474,189

49,315,304

Diluted

49,857,565

49,476,481

49,822,444

49,502,691

Per Share Amounts:

Basic net income per share

$ 5.96

$ 1.25

$ 11.74

$ 2.25

Diluted net income per share

$ 5.91

$ 1.25

$ 11.66

$ 2.25

Consolidated Balance Sheets

($ in thousands)

June 30,

December 31,

2026

2025

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$ 159,397

$ 116,922

Short-term investments

250,000

50,000

Voyage receivables

306,658

177,887

Other receivables

28,225

13,836

Inventories

24,915

611

Prepaid expenses and other current assets

14,077

7,790

Total Current Assets

783,272

367,046

Vessels and other property, less accumulated depreciation

2,024,244

2,077,986

Vessels construction in progress

51,572

57,725

Deferred drydock expenditures, net

112,678

109,257

Operating lease right-of-use assets

5,360

7,220

Pool working capital deposits

21,843

33,051

Goodwill

7,369

Other assets

12,604

16,357

Total Assets

$ 3,018,942

$ 2,668,642

LIABILITIES AND EQUITY

Current Liabilities:

Accounts payable, accrued expenses and other current liabilities

$ 91,231

$ 69,921

Current portion of operating lease liabilities

1,334

3,182

Current installments of long-term debt

39,204

25,788

Total Current Liabilities

131,769

98,891

Long-term operating lease liabilities

5,810

5,954

Long-term debt

606,418

541,291

Other liabilities

9,610

2,229

Total Liabilities

753,607

648,365

Equity:

Total Equity

2,265,335

2,020,277

Total Liabilities and Equity

$ 3,018,942

$ 2,668,642

Consolidated Statements of Cash Flows

($ in thousands)

Six Months Ended June 30,

2026

2025

(Unaudited)

Cash Flows from Operating Activities:

Net income

$ 581,068

$ 111,211

Items included in net income not affecting cash flows:

Depreciation and amortization

80,256

81,054

Amortization of debt discount and other deferred financing costs

2,678

1,966

Stock compensation

3,027

3,790

Other – net

(408 )

206

Items included in net income related to investing and financing activities:

Gain on disposal of vessels and other assets, net

(88,128 )

(21,250 )

Holding gain on previously held equity interest

(3,919 )

Payments for drydocking

(33,385 )

(43,451 )

Insurance claims proceeds related to vessel operations

530

871

Changes in operating assets and liabilities

(132,979 )

21,329

Net cash provided by operating activities

408,740

155,726

Cash Flows from Investing Activities:

Expenditures for vessels, vessel improvements, and vessels under construction

(122,873 )

(100,878 )

Security deposits for vessel exchange transactions

5,000

Proceeds from disposal of vessels and other property, net

222,378

143,167

Expenditures for other property

(386 )

(553 )

Cash consideration paid for the purchase of equity method investment, net of cash acquired

(4,493 )

Investments in short term time deposits

(335,000 )

Proceeds from maturities of short term time deposits

135,000

Pool working capital deposits

(250 )

Net cash used in investing activities

(105,374 )

46,486

Cash Flows from Financing Activities:

Borrowings on nonrevolving credit facility debt

85,209

Repayments on nonrevolving credit facility debt

(2,037 )

Borrowings on revolving credit facilities

30,500

20,000

Repayments on revolving credit facilities

(22,000 )

(137,200 )

Payments on sale and leaseback financing

(10,655 )

(24,639 )

Payments of deferred financing costs

(3,358 )

(87 )

Cash dividends paid

(331,754 )

(64,115 )

Cash paid to tax authority upon vesting or exercise of stock-based compensation

(6,796 )

(4,870 )

Net cash used in financing activities

(260,891 )

(210,911 )

Net (decrease)/increase in cash, cash equivalents and restricted cash

42,475

(8,699 )

Cash and cash equivalents at beginning of year

116,922

157,506

Cash and cash equivalents at end of period

$ 159,397

$ 148,807

Spot and Fixed TCE Rates Achieved and Revenue Days

The following table provides a breakdown of TCE rates achieved for

spot and fixed charters and the related revenue days for the three months ended June 30, 2026 and the comparable period of 2025. Revenue

days in the quarter ended June 30, 2026 totaled 5,446 compared with 6,570 in the prior year quarter. The information in the table excludes

commercial pool fees/commissions averaging approximately $1,310 and $847 per day for the three months ended June 30, 2026 and 2025, respectively.

Three Months Ended June 30, 2026

Three Months Ended June 30, 2025

Spot

Fixed

Total

Spot

Fixed

Total

Crude Tankers

VLCC

Average TCE Rate

$ 118,883

$ 214,216

$ 39,303

$ 38,809

Number of Revenue Days

522

274

796

644

273

917

Suezmax

Average TCE Rate

$ 100,543

$ 37,854

$ 36,830

$ 33,791

Number of Revenue Days

890

273

1,163

1,106

1,159

Aframax

Average TCE Rate

$ 69,127

$ 38,501

$ 30,747

$ 38,496

Number of Revenue Days

264

355

273

356

Total Crude Tankers Revenue Days

1,676

638

2,314

2,024

409

2,433

Product Carriers

Aframax (LR2)

Average TCE Rate

$ -

$ 39,445

$ -

$ 39,500

Number of Revenue Days

Panamax (LR1)

Average TCE Rate

$ 79,180

$ -

$ 32,802

$ -

Number of Revenue Days

558

702

Average TCE Rate

$ 60,342

$ 22,099

$ 18,941

$ 21,445

Number of Revenue Days

2,015

486

2,501

2,624

720

3,344

Total Product Carriers Revenue Days

2,573

559

3,132

3,326

811

4,137

Total Revenue Days

4,249

1,197

5,446

5,350

1,220

6,570

Revenue days in the above table exclude days related to full service

lighterings and certain of the Company’s vessels that were employed in transitional voyages.

During the 2026 and 2025 periods, each of the Company’s LR1s

participated in the Panamax International Pool and transported crude oil cargoes exclusively.

Fleet Information

As of August 1, 2026 INSW’s fleet totaled 70 vessels, of which

63 were owned and 7 were chartered in.

Total at August 1, 2026

Vessel Fleet and Type

Owned

Chartered-in1

Total Vessels

Total Dwt

Operating Fleet

VLCC

3,003,422

Suezmax

2,061,754

Aframax

452,375

Crude Tankers

5,517,551

LR2

112,691

LR1

595,406

1,410,231

Product Carriers

2,118,328

Total Operating Fleet

7,635,879

Newbuild Fleet

LR1

446,400

Total Newbuild Fleet

446,400

Total Operating and Newbuild Fleet

8,082,279

(1) Includes bareboat charters, but excludes vessels chartered in where

the duration of the charter was one year or less at inception.

Reconciliation to Non-GAAP Financial Information

The Company believes that, in addition to conventional measures prepared

in accordance with GAAP, the following non-GAAP measures may provide certain investors with additional information that will better enable

them to evaluate the Company’s performance. Accordingly, these non-GAAP measures are intended to provide supplemental information,

and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP.

Adjusted Net Income

Adjusted Net Income consists of Net Income adjusted for the impact

of certain items that we do not consider indicative of our ongoing operating performance. This measure does not represent or substitute

net income or any other financial item that is determined in accordance with GAAP. While Adjusted Net Income is frequently used as a measure

of operating results and performance, it may not be necessarily comparable with other similarly titled captions of other companies due

to differences in methods of calculation. The following table reconciles net income, as reflected in the consolidated statement of operations,

to Adjusted Net Income:

Three

Months Ended

June 30,

Six

Months Ended

June 30,

($ in thousands)

2026

2025

2026

2025

Net income

$ 294,925

$ 61,646

$ 581,068

$ 111,211

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

(11,229 )

(88,128 )

(21,250 )

Holding gain on previously held equity interest

(3,919 )

Adjusted Net Income

$ 294,968

$ 50,417

$ 489,021

$ 89,961

Weighted average shares outstanding (diluted)

49,857,565

49,476,481

49,822,444

49,502,691

Net income per diluted share

$ 5.91

$ 1.25

$ 11.66

$ 2.25

Adjusted net income per diluted share

$ 5.91

$ 1.02

$ 9.81

$ 1.82

EBITDA and Adjusted EBITDA

EBITDA represents net income before interest expense, income taxes,

and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do not

consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA do not represent, and should not be a substitute

for, net income or cash flows from operations as determined in accordance with GAAP. Some of the limitations are: (i) EBITDA and Adjusted

EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; (ii) EBITDA and

Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and (iii) EBITDA and Adjusted EBITDA do

not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.

While EBITDA and Adjusted EBITDA are frequently used as a measure of operating results and performance, neither of them is necessarily

comparable to other similarly titled captions of other companies due to differences in methods of calculation. The following table reconciles

net income/(loss) as reflected in the condensed consolidated statements of operations, to EBITDA and Adjusted EBITDA:

Three Months Ended

June 30,

Six Months Ended

June 30,

($ in thousands)

2026

2025

2026

2025

Net income

$ 294,925

$ 61,646

$ 581,068

$ 111,211

Income tax benefit

(1 )

Interest expense

10,561

9,761

19,520

21,213

Depreciation and amortization

39,689

41,349

80,256

81,054

EBITDA

345,174

112,756

680,843

213,478

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

(11,229 )

(88,128 )

(21,250 )

Holding gain on previously held equity interest

(3,919 )

Adjusted EBITDA

$ 345,217

$ 101,527

$ 588,796

$ 192,228

Free Cash Flow

Free cash flow represents cash flows from operating activities, less

mandatory repayments of debt (including those under sale and leaseback agreements) less capital expenditures excluding payments made to

acquire a vessel or vessels, which the Company believes is useful to investors in understanding the net cash generated from its core business

activities after certain mandatory obligations.

Three Months Ended June 30,

Six Months Ended June 30,

($ in thousands)

2026

2025

2026

2025

Net cash from operating activities (1)

$ 267,679

$ 85,779

$ 408,740

$ 155,726

Repayments of debt (1)

(1,018 )

(2,037 )

Payments on sale and leaseback (1)

(5,362 )

(12,397 )

(10,655 )

(24,639 )

Expenditures for vessels (1)

(52,218 )

(17,905 )

(122,873 )

(100,878 )

Expenditures for other property (1)

(67 )

(177 )

(386 )

(553 )

Less:

payments for acquiring vessels (2)

51,650

15,617

121,099

97,290

Free cash flow

$ 260,664

$ 70,917

$ 393,888

$ 126,946

(1) The three months ended June 30

reflects current period balance on the face of the Consolidated Statement of Cash Flows, less the prior quarter’s balance on the

face of the Consolidated Statement of Cash Flows. The captions have been adjusted for summary purposes; the complete list of captions

are as follows, in order as in the table above: Net cash provided by operating activities, Repayments of nonrevolving credit facility

debt, Payments on sale and leaseback financing, Expenditures for vessels, vessel improvements and vessels under construction, and Expenditures

for other property.

(2) Payments for vessels under construction

represent the contractual payments on six LR1s newbuildings.

Net Loan-to-Value

Net loan-to-value represents gross debt less cash and short-term investments

divided by the aggregate market value of the Company's fleet as of June 30, 2026, based on third-party vessel valuations provided by VesselsValue.

Management uses net loan-to-value as a measure of financial leverage because vessel financing is generally secured by individual tanker

assets and the secondhand tanker market provides transparent and highly liquid market valuations.

Time Charter Equivalent (TCE) Revenues

Consistent with general practice in the shipping industry, the Company

uses TCE 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. Reconciliation of TCE revenues of the segments

to shipping revenues as reported in the consolidated statements of operations follow:

Three Months Ended June 30,

Six Months Ended June 30,

($ in thousands)

2026

2025

2026

2025

Shipping revenues

$ 467,287

$ 195,641

$ 792,763

$ 379,035

Less: Voyage expenses

(33,100 )

(6,819 )

(41,331 )

(11,871 )

Time charter equivalent revenues

$ 434,187

$ 188,822

$ 751,432

$ 367,164

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Seaways, Inc.

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