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Form 8-K

sec.gov

8-K — International Seaways, Inc.

Accession: 0001104659-26-056695

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001679049

SIC: 4400 (WATER TRANSPORTATION)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613836d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2613836d1_ex99-1.htm)

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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

May 7, 2026

Date of Report (Date

of earliest event reported)

International

Seaways, Inc.

(Exact

Name of Registrant as Specified in Charter)

001-37836

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 ¨

If

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

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

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 May 7, 2026, International Seaways, Inc. issued a

press release, a copy of which is attached hereto as Exhibit 99.1, announcing first 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 May 6, 2026, INSW’s Board of Directors declared

a combined dividend of $4.55 per share of common stock payable in the second quarter of 2026, comprised of a supplemental dividend of

$4.43 per share of common stock and a regular quarterly dividend of $0.12 per share of common stock. Both such dividends are payable on

June 26, 2026 to shareholders of record at the close of business on June 12, 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 May 7, 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: May 7, 2026

By

/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 May 7, 2026.

104

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613836d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

INTERNATIONAL

SEAWAYS REPORTS

FIRST QUARTER

2026 RESULTS

New York, NY

– May 7, 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 first quarter 2026.

HIGHLIGHTS &

RECENT DEVELOPMENTS

Quarterly

Results:

· Net

income for the first quarter of 2026 was $286 million, or $5.75 per diluted share.

· Adjusted

net income(1) for the first quarter of 2026 was $194 million, or $3.90 per diluted

share.

· Adjusted

EBITDA(1) for the first quarter or 2026 was $244 million.

Returns

to Shareholders:

· Declared

the largest quarterly dividend in Company history: $4.55 per share to be paid in June 2026.

· Increased

payout ratio to 85% of adjusted net income and included an additional discretionary component

for the quarter, reflecting strong performance and market conditions.

· Delivered

total shareholder return of over 74% year to date, including share price appreciation and

the March 2026 dividend.

· Paid

$2.15 per share in total dividends in March 2026, reaching a milestone of $1 billion returned

to shareholders since 2020.

Healthy

Balance Sheet:

· Total

liquidity was approximately $918 million as of March 31, 2026, including cash of $377 million

and $541 million undrawn revolving credit capacity.

· Net

loan-to-value below 7% as of March 31, 2026.

Fleet

Optimization Program:

· Sold

seven vessels with an average age of 17 years for proceeds of approximately $216 million

net of positioning, commissions, and fees, and recognized gains of $88 million in the first

quarter.

· Took

delivery of Seaways Bonita in the first quarter and Seaways Cristobal in April,

the third and fourth of six LR1 newbuildings. The remaining two vessels are expected to deliver

during the third quarter of 2026.

Lois K. Zabrocky,

International Seaways President and CEO commented, “We delivered an excellent first quarter, our strongest since the fourth quarter

of 2022, with meaningful contributions from both our crude and product tankers. Following the highest dividend in our history last quarter,

we more than doubled our dividend this quarter to $4.55 per share by increasing our payout ratio to 85% of adjusted earnings and including

an additional discretionary component that reflects the strength of today’s market and the performance we’ve built over time.

With a robust balance sheet, nearly $1 billion of liquidity, and a notably strong start to the second quarter, we remain well positioned

to continue delivering attractive returns and creating long-term value for our shareholders.”

Ms. Zabrocky continued,

“Geopolitics are a constant in our business and typically create inefficiencies as markets adjust to new trading patterns. The

situation in the Strait of Hormuz, however, is more significant, as the world cannot substitute more than 20 million barrels per day

of oil and refined product. While excess supply on the water and available inventories have helped support the global economy in the

early days of this conflict, a prolonged disruption would place considerable strain on global markets. In the near term, we remain focused

on operating in a strong market environment as conditions evolve, while hoping for a resolution before any broader impact on the global

economy emerges. As conditions normalize, we would still expect tanker markets to benefit from the rebalancing of trade flows and the

replenishment of inventories.”

Jeff Pribor, the

Company’s CFO stated, “Underlying cash generation was the strongest in the Company’s history, excluding the impact

of working capital movements. In addition, we generated $216 million in proceeds from vessel sales during the quarter. Together, this

supported our decision to increase the minimum payout ratio to 85% and include a discretionary component in the dividend for this quarter,

reinforcing our commitment to returning capital to shareholders. At the same time, we continue to maintain a strong balance sheet with

low leverage and significant liquidity, positioning us to deliver attractive returns while remaining opportunistic across our capital

allocation priorities.”

FIRST QUARTER

2026 RESULTS

Net income for the first quarter of

2026 was $286 million, or $5.75 per diluted share, compared to net income of $50 million, or $1.00 per diluted share, for the first quarter

of 2025. The increase was primarily driven by higher TCE revenues(1) from spot earnings that increased an average of approximately

$30,000 per day across the fleet and an increase in gains on vessel sales.

Shipping revenues

for the first quarter were $325 million, compared to $183 million for the first quarter of 2025. Consolidated TCE revenues(1)

for the first quarter were $317 million, compared to $178 million for the first quarter of 2025.

Adjusted EBITDA(1)

for the first quarter was $244 million, compared to $91 million for the first quarter of 2025.

Crude Tankers

Shipping revenues

for the Crude Tankers segment were $191 million for the first quarter of 2026, compared to $88 million for the first quarter of 2025.

TCE revenues(1) were $184 million for the first quarter, compared to $85 million for the first quarter of 2025. The increase

in TCE revenues(1) was driven by higher average spot earnings of over $41,000 per day and higher average time charter earnings

of approximately $46,500 per day, reflecting higher profit-sharing results.

Product Carriers

Shipping revenues

for the Product Carriers segment were $134 million for the first quarter, compared to $95 million for the first quarter of 2025. TCE

revenues(1) were $133 million for the first quarter, compared to $94 million for the first quarter of 2025. The increase in

the first quarter of 2026 was attributable to higher TCE revenues(1) from spot earnings of approximately $21,000 per day compared

to the first quarter of 2025.

RETURNING CASH

TO SHAREHOLDERS

In March 2026,

the Company paid a combined dividend of $2.15 per share of common stock, composed of a regular quarterly dividend of $0.12 per share

of common stock and a supplemental dividend of $2.03 per share.

On May 6, 2026,

the Company’s Board of Directors declared a combined dividend of $4.55 per share of common stock, composed of a regular quarterly

dividend of $0.12 per share of common stock and a supplemental dividend of $4.43 per share of common stock. Both dividends will be paid

on June 26, 2026, to shareholders with a record date at the close of business on June 12, 2026.

The Company currently

has $50 million authorized under its share repurchase program, which expires at the end of 2026.

HEALTHY BALANCE

SHEET

During the first

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 Bonita. 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. The Company drew another $43 million in April 2026 in connection with the delivery of Seaways Cristobal.

During the first

quarter of 2026, the Company made $6 million in scheduled principal repayments in connection with all of its debt arrangements.

FLEET OPTIMIZATION

PROGRAM

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.

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.

During 2026 to

date, the Company took delivery of Seaways Bonita and Seaways Cristobal, the third and fourth of six LR1 newbuildings under

construction in Korea with K Shipbuilding Co., Ltd. The remaining two vessels are expected to deliver by September 2026. The aggregate

contract price for the six scrubber-fitted, dual-fuel ready LR1 vessels is approximately $359 million. As of March 31, 2026, the Company

has approximately $122 million in remaining construction costs, of which approximately $116 million is expected to be drawn from the

ECA Credit Facility in accordance with the delivery schedule.

During the first

quarter, the Company entered into an additional time charter agreement for three years on a 2012-built Suezmax with future contracted

revenue of approximately $43 million. As of April 1, 2026, the Company has 14 vessels on time charter agreements with an average duration

of 1.4 years and total future contracted revenues through expiry of approximately $223 million, excluding any applicable profit share.

(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 first quarter 2026 results at 9:00 a.m. Eastern Time on Thursday, May 7, 2026. To access the call,

participants should dial (800) 715-9871 for domestic callers and (646) 307-1963 for international callers and entering 1842743. 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.

An audio replay

of the conference call will be available until May 14, 2026, by dialing (800) 770-2030 for domestic callers and (609) 800-9909 for international

callers, and entering Access Code 1842743.

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

March 31,

2026

2025

(Unaudited)

(Unaudited)

Shipping Revenues:

Pool revenues

$ 248,498

$ 137,596

Time and bareboat charter revenues

61,015

35,857

Voyage charter revenues

15,963

9,941

Total Shipping Revenues

325,476

183,394

Other Operating Income

1,900

-

Operating Expenses:

Voyage expenses

8,231

5,052

Vessel expenses

61,039

67,028

Charter hire expenses

7,696

9,145

Depreciation and amortization

40,567

39,705

General and administrative

9,311

13,217

Other operating expenses

138

95

Gain on disposal of vessels and other assets, net

(88,171 )

(10,021 )

Total operating expenses

38,811

124,221

Income from vessel operations

288,565

59,173

Holding gain on previously held equity interest

3,919

-

Operating income

292,484

59,173

Other income

2,618

1,844

Income before interest expense

295,102

61,017

Interest expense

(8,959 )

(11,452 )

Net income

$ 286,143

$ 49,565

Weighted Average Number of Common Shares Outstanding:

Basic

49,460,962

49,307,449

Diluted

49,714,857

49,528,814

Per Share Amounts:

Basic net income per share

$ 5.78

$ 1.00

Diluted net income per share

$ 5.75

$ 1.00

Consolidated

Balance Sheets

($

in thousands)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$ 141,847

$ 116,922

Short-term investments

235,000

50,000

Voyage receivables

242,467

177,887

Other receivables

25,719

13,836

Inventories

5,407

611

Prepaid expenses and other current assets

15,729

7,384

Current portion of derivative asset

317

406

Total Current Assets

666,486

367,046

Vessels and other property, less accumulated depreciation

1,987,355

2,077,986

Vessels construction in progress

64,223

57,725

Deferred drydock expenditures, net

98,043

109,257

Operating lease right-of-use assets

6,222

7,220

Pool working capital deposits

27,571

33,051

Goodwill

7,372

-

Long-term derivative asset

-

5

Other assets

14,071

16,352

Total Assets

$ 2,871,343

$ 2,668,642

LIABILITIES AND EQUITY

Current Liabilities:

Accounts payable, accrued expenses and other current liabilities

$ 60,388

$ 69,921

Current portion of operating lease liabilities

2,240

3,182

Current installments of long-term debt

28,161

25,788

Total Current Liabilities

90,789

98,891

Long-term operating lease liabilities

5,793

5,954

Long-term debt

573,927

541,291

Other liabilities

6,559

2,229

Total Liabilities

677,068

648,365

Equity:

Total Equity

2,194,275

2,020,277

Total Liabilities and Equity

$ 2,871,343

$ 2,668,642

Consolidated

Statements of Cash Flows

($ in thousands)

Three Months Ended March 31,

2026

2025

(Unaudited)

(Unaudited)

Cash Flows from Operating Activities:

Net income

$ 286,143

$ 49,565

Items included in net income not affecting cash flows:

Depreciation and amortization

40,567

39,705

Amortization of debt discount and other deferred financing costs

1,261

983

Stock compensation

1,461

1,946

Other – net

(529 )

456

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

Gain on disposal of vessels and other assets, net

(88,171 )

(10,021 )

Holding gain on previously held equity interest

(3,919 )

Payments for drydocking

(13,850 )

(16,900 )

Insurance claims proceeds related to vessel operations

95

312

Changes in operating assets and liabilities

(81,997 )

3,901

Net cash provided by operating activities

141,061

69,947

Cash Flows from Investing Activities:

Expenditures for vessels, vessel improvements, and vessels under construction

(70,655 )

(82,973 )

Security deposits returned for vessel exchange transactions

5,000

Proceeds from disposal of vessels and other property, net

222,833

115,264

Expenditures for other property

(319 )

(376 )

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

(4,493 )

Investments in short term time deposits

(225,000 )

Proceeds from maturities of short term time deposits

40,000

Net cash (used in)/provided by investing activities

(37,634 )

36,915

Cash Flows from Financing Activities:

Borrowings on nonrevolving credit facility debt

42,604

Borrowings on revolving credit facilities

20,000

Repayments on revolving credit facilities

(101,600 )

Repayments of nonrevolving credit facility debt

(1,019 )

Payments on sale and leaseback financing

(5,293 )

(12,242 )

Payments of deferred financing costs

(1,563 )

Cash dividends paid

(106,435 )

(34,495 )

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

(6,796 )

(3,262 )

Net cash used in financing activities

(78,502 )

(131,599 )

Net increase/(decrease) in cash and cash equivalents

24,925

(24,737 )

Cash and cash equivalents at beginning of year

116,922

157,506

Cash and cash equivalents at end of period

$ 141,847

$ 132,769

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 March 31, 2026 and the comparable

period of 2025. Revenue days in the quarter ended March 31, 2026 totaled 5,799 compared with 6,635 in the prior year quarter. The information

in these tables excludes commercial pool fees/commissions averaging approximately $1,185 and $896 per day for the three months ended

March 31, 2026 and 2025, respectively.

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Spot

Fixed

Total

Spot

Fixed

Total

Crude Tankers

VLCC

Average TCE Rate

$ 86,693

$ 128,264

$ 33,531

$ 37,974

Number of Revenue Days

693

265

958

657

270

927

Suezmax

Average TCE Rate

$ 68,027

$ 36,964

$ 30,911

$ 29,170

Number of Revenue Days

979

184

1,163

1,088

78

1,166

Aframax

Average TCE Rate

$ 51,379

$ 38,511

$ 25,422

$ 38,502

Number of Revenue Days

266

90

356

270

89

359

Total Crude Tankers Revenue Days

1,988

539

2,477

2,015

437

2,452

Product Carriers

Aframax (LR2)

Average TCE Rate

$ -

$ 39,509

$ -

$ 39,417

Number of Revenue Days

-

90

90

-

90

90

Panamax (LR1)

Average TCE Rate

$ 70,664

$ -

$ 27,367

$ -

Number of Revenue Days

507

-

507

719

-

719

MR

Average TCE Rate

$ 37,224

$ 22,037

$ 21,408

$ 21,782

Number of Revenue Days

2,192

533

2,725

2,664

710

3,374

Total Product Carriers Revenue Days

2,699

623

3,322

3,383

800

4,183

Total Revenue Days

4,637

1,162

5,799

5,398

1,237

6,635

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 March 31, 2026, INSW’s fleet

totaled 67 vessels, of which 59 were owned and 8 were chartered in.

Total at March 31, 2026

Vessel Fleet and Type

Vessels Owned

Vessels Chartered-in1

Total Vessels

Total Dwt

Operating Fleet

VLCC

7

3

10

3,003,422

Suezmax

13

-

13

2,061,754

Aframax

4

-

4

452,375

Crude Tankers

24

3

27

5,517,551

LR2

1

-

1

112,691

LR1

7

1

8

594,367

MR

24

4

28

1,410,231

Product Carriers

32

5

37

2,117,289

Total Operating Fleet

56

8

64

7,634,840

Newbuild Fleet

LR1

3

-

3

223,200

Total Newbuild Fleet

3

-

3

223,200

Total Operating and Newbuild Fleet

59

8

67

7,858,040

(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 March 31,

($ in thousands)

2026

2025

Net income

$ 286,143

$ 49,565

Gain on disposal of vessels and other assets, net

(88,171 )

(10,021 )

Gain on equity method investment

(3,919 )

-

Adjusted Net Income

$ 194,053

$ 39,544

Weighted average shares outstanding (diluted)

49,714,857

49,528,814

Adjusted Net Income per diluted share

$ 3.90

$ 0.80

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 March 31,

($ in thousands)

2026

2025

Net income

$ 286,143

$ 49,565

Interest expense

8,959

11,452

Depreciation and amortization

40,567

39,705

EBITDA

335,669

100,722

Gain on disposal of vessels and other assets, net

(88,171 )

(10,021 )

Holding gain on previously held equity interest

(3,919 )

-

Adjusted EBITDA

$ 243,579

$ 90,701

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 March 31,

($ in thousands)

2026

2025

Time charter equivalent revenues

$ 317,245

$ 178,342

Add: Voyage expenses

8,231

5,052

Shipping Revenues

$ 325,476

$ 183,394

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