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DEBT
12 Months Ended
Dec. 31, 2025
DEBT [Abstract]  
DEBT

NOTE 8 —DEBT:

The Company is party to a number of sale and leaseback transactions. The Company’s obligations under these transactions are secured by, among other things, assignments of earnings and insurances and stock pledges and account charges in respect of the subject vessels. The arrangements also contain customary events of default, including cross-default provisions as well as subjective acceleration clauses under which the lessor could cancel the lease in the event of a material adverse change in the Company’s business. For each arrangement, the Company evaluated whether, in substance, these transactions are leases or merely a form of financing. As a result of this evaluation, we concluded that each agreement 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 and ASC 606 due to the fixed price seller repurchase options and/or mandatory seller repurchase obligations terms included in the arrangements. Accordingly, the cash received in the transactions has been accounted for as a liability, and such arrangements have been recorded at amortized cost using the

effective interest method, with the corresponding vessels remaining on the consolidated balance sheet at cost, less accumulated depreciation.

The balances in the following table reflect the amounts due under the Company’s secured debt facilities and secured lease financing arrangements, net of any unamortized deferred financing fees or discounts/premiums:

(Dollars in thousands)

December 31, 2025

December 31, 2024

$500 Million Revolving Credit Facility, due 2030

$

$

144,581

ECA Credit Facility, due 2037, net of amortized deferred finance costs of $3,030

78,464

2030 Bonds, due 2030, net of amortized deferred finance costs of $4,774

245,226

Ocean Yield Lease Financing, due 2031, net of unamortized deferred finance costs of $2,154

280,473

BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $2,731 and $3,438

202,505

216,343

Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $189 and $243

11,092

12,510

Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $157 and $207

10,808

12,270

Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $126 and $174

9,500

11,059

Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $129 and $183

9,484

11,171

567,079

688,407

Less current portion

(25,788)

(50,054)

Long-term portion

$

541,291

$

638,353

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.

ECA Credit Facility

On August 20, 2025, the Company entered into a credit agreement (the “ECA Credit Facility”) with DNB Bank ASA, New York Branch, as facility agent, K-Sure agent, security agent and hedge counterparty; DNB Capital LLC, as lender; and DNB Markets, Inc., as arranger. The ECA Credit Facility consists of (1) a 12-year term loan facility of up to $239.7 million and (2) a commercial credit facility of up to $91.9 million, collectively for use in respect of partly financing the acquisition of six LR1 newbuildings under construction at K Shipbuilding Co., Ltd in Korea. The facilities combine for an effective 20-year amortization profile.

The ECA Credit Facility is secured by a first lien on the shares of the subsidiaries that will acquire the six newbuildings (one per subsidiary), along with (when delivered) a first lien on the vessels and the earnings, insurances, and certain other assets of those entities. A portion of each tranche of term loans are insured by Korea Trade Insurance Corporation (“K-Sure”), up to the aggregate approximate amount of $239.7 million (reflecting approximately 70% of the anticipated contract price of the first four vessels and approximately 60% of the contract price of the last two vessels). Each K-Sure covered term loan tranche shall be repaid in 24 equal consecutive semi-annual installments, the first of which shall be paid on the date falling six months after the loan is drawn. Any amounts outstanding under the commercial credit facility in respect of a vessel shall be repaid on the relevant maturity date of the K-Sure covered term loan tranche. The maturity dates for the ECA Credit Facility are subject to acceleration upon the occurrence of certain events, including prepayment options held by lenders which are exercisable on the sixth anniversary of each borrowing.

Interest on the ECA Credit Facility will be calculated based upon applicable Term SOFR plus the margin. The margin in respect of a K-Sure covered tranche is 1.10% per annum and the margin in respect of the commercial tranche is 1.45% per annum.

Between September and October 2025, the Company borrowed $81.5 million under the ECA Credit Facility upon the delivery of the first two LR1 newbuildings.

2030 Bonds

On September 23, 2025, the Company issued $250 million aggregate principal amount of 7.125% senior unsecured bonds maturing on September 23, 2030, unless earlier redeemed or repurchased (the “2030 Bonds”), at an issue price of 100%.

Interest will be paid semi-annually in arrears on March 23 and September 23 each year (and subject to business day conventions), commencing March 23, 2026. The 2030 Bonds are senior unsecured obligations of the Company and will be equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The 2030 Bonds have a denomination of $0.125 million, and application will be made to list the 2030 Bonds on the Oslo Stock Exchange.

Upon the occurrence of specified put option events (a change of control or a share delisting event), the Company is required to offer to repurchase the 2030 Bonds at 101% of the principal amount, plus accrued and unpaid interest to the purchase date. In addition, the Company may redeem all of the outstanding 2030 Bonds at its option at a redemption price equal to 100% of the principal amount redeemed if, as a result of a change in applicable law implemented after September 17, 2025 or any decision by any applicable taxing authority made after that date, the Company is or will be required to gross up its payments of interest on the 2030 Bonds to compensate for a withholding tax. Furthermore, on or prior to the interest payment date in March 2028, the Company may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price equal to 100% of the principal amount of the 2030 Bonds redeemed, plus a “make whole” premium and accrued and unpaid interest and, thereafter, may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price that steps down over time from 103.5625% of the principal amount of the 2030 Bonds to be redeemed (plus accrued and unpaid interest) to 100% of the principal amount (plus accrued and unpaid interest) on or after the interest payment date in March 2030.

The Company used the net proceeds from the 2030 Bonds to finance the repurchase of the six VLCCs secured by the Ocean Yield Lease Financing on November 10, 2025.

The 2030 Bonds were offered outside the United States in reliance on Regulation S under the Securities Act of 1933 (the “Securities Act”) and in the United States and its territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The 2030 Bonds were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

$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 $750 million of secured debt facilities (the “$750 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 $750 Million Credit Facility consisted of (i) a five-year senior secured term loan facility in an aggregate principal amount of $530 million (the “$750 Million Facility Term Loan”), and (ii) a five-year revolving credit facility in an aggregate principal amount of $220 million (the “$750 Million Facility Revolving Loan”) that amortized or reduced in 19 quarterly installments, beginning on November 20, 2022. The $750 Million Credit Facility was secured by (i) a first lien on 55 of the Company’s vessels at the time of the closing of the facility, along with their earnings and insurances, and (ii) liens on certain additional assets of ISOC. The maturity date of the $750 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 $750 Million Facility Term Loan contained an uncommitted accordion feature whereby, for a period of up to 24 months following the closing date, the amount of the loan thereunder could have been increased up to an additional incremental $250 million (in increments of at least $10 million) for the acquisition of Additional Vessels, subject to certain conditions.

On May 24, 2022, the available amount of $530 million under the $750 Million Facility Term Loan was drawn in full, and $70 million of the $220 million available under the $750 Million Facility Revolving Loan was also drawn. The loan proceeds, together with available cash, were used to repay an aggregate total of $574.8 million in outstanding principal balances under various credit agreements the Company was party to at the time and to pay certain expenses related to the refinancing, including certain structuring and arrangement fees, legal and administrative fees totaling $10.5 million.

Interest on the $750 Million Credit Facility was calculated based upon Adjusted Term SOFR plus the Applicable Margin. The Applicable Margin at the inception of the facility was 2.40%. 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 50% 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 $3 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 0.05% 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 0.05% per annum in the aggregate).

The $750 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 $750 Million Credit Facility, on November 30, 2022, resulted in a mandatory principal prepayment of $5.8 million, reduced the number of vessels collateralizing the $750 Million Credit Facility to 54 vessels, and reduced the availability under the $750 Million Facility Revolving Loan to $217.4 million.

On March 10, 2023, the Company entered into the first amendment to the $750 Million Credit Facility. Pursuant to the amendment, the Company (a) prepaid $97 million of outstanding principal under the $750 Million Facility Term Loan; (b) obtained a release of collateral vessel mortgages over 22 MR product carriers; (c) received from the lenders additional revolving credit commitments in an aggregate amount of $40 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 $750 Million Facility Term Loan was $366.3 million, and (b) the aggregate principal commitments available under the $750 Million Facility Revolving Loan was $257.4 million.

Following the amendment to the $750 Million Credit Facility agreement and through December 31, 2023, the Company made an additional $181.3 million in mandatory principal prepayments on the $750 Million Facility Term Loan in conjunction with the sale of three 2008-built MRs, and the release of five Suezmaxes and one Aframax Tanker from the collateral package.

On April 26, 2024, the Company, ISOC and certain of their subsidiaries entered into a second amendment that amended and extended the $750 Million Credit Facility. Immediately prior to the closing of the second amendment, the $750 Million Facility, had a remaining term loan balance of $94.6 million and undrawn revolver capacity of $257.4 million. The amended agreement consists of a $500 million revolving credit facility (the “$500 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 $500 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 $500 Million Revolving Credit Facility capacity is reduced on a quarterly basis by approximately $12.8 million, based on a 20-year age-adjusted profile of the Collateral Vessels. The $500 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 1.85% and is subject to similar sustainability-linked features as included in the $750 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, $94.6 million was drawn on the $500 Million Revolving Credit Facility.

Between the closing of the second amendment and December 31, 2024, an additional $120 million was drawn on the $500 Million Revolving Credit Facility and $70 million subsequently repaid, leaving an aggregate outstanding principal balance of $144.6 million as of December 31, 2024.

On March 21, 2025, the Company entered into an agreement with the lenders under the $500 Million Revolving Credit Facility whereby two of the three MRs acquired in the vessel exchange transactions described in Note 5, “Vessels, Deferred Drydock and Other Property” were pledged as collateral under the $500 Million Revolving Credit Facility. These vessels comprise Substitution Vessels, replacing one of the two VLCCs sold in the vessel exchange transactions.

On October 7, 2025, the Company and certain of its subsidiaries entered into a third amendment to the $500 Million Revolving Credit Facility with Nordea Bank Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender) and the other lenders thereunder. Pursuant to the amendment, the Borrower and certain subsidiary guarantors originally formed in the Republic of the Marshall Islands or the Republic of Liberia, as applicable, were permitted to redomicile to Bermuda. The redomiciliations took place during the fourth quarter of 2025 (see Note 10, “Taxes”). There were no other material changes to the terms of the credit agreement.

During the year ended 2025, the Company drew $80 million under the $500 Million Revolving Credit Facility and repaid an aggregate of $224.6 million of the principal balance outstanding under this facility, leaving the facility fully undrawn with a capacity of $423.9 million as of December 31, 2025.

The $500 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 previously existed in the $750 Million Credit Facility as further described below.

$160 Million Revolving Credit Facility

On September 27, 2023, the Company entered into a $160 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 $160 Million Revolving Credit Facility comprises a 5.5-year revolving credit facility in an aggregate amount of $160 million that matures on March 27, 2029 and reduces on a 20-year age-adjusted profile. The $160 Million Revolving Credit Facility is secured by a first lien on five 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 $160 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 1.90% and is subject to a sustainability-linked pricing mechanism, pursuant to which the Applicable Margin may be decreased or increased by 0.075%, 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 $750 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 0.075% 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 0.075% per annum in the aggregate). Based on the sustainability certificate submitted in July 2024, the Applicable Margin was increased to 1.975%.

The $160 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 $500 Million Revolving Credit Facility, as further described below.

On September 29, 2023, $50 million of the $160 million available under the $160 Million Revolving Credit Facility was drawn for general corporate purposes (including paying certain expenses related to the new financing). The $50 million was repaid in full on October 30, 2023. The undrawn revolver capacity under this facility has decreased to $132.8 million as of December 31, 2025.

On October 7, 2025, the Company and certain of its subsidiaries entered into the first amendment to the $160 Million Revolving Credit Facility with Nordea Bank Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender) and the other lenders thereunder, to effect the redomiciliations described above under the third amendment to the $500 Million Revolving Credit Facility described above. There were no other material changes to the terms of the credit agreement.

Lease Financing Arrangements

BoComm Lease Financing Relating to Dual-Fuel LNG VLCC Newbuilds

On November 15, 2021, the Company and three 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 $244.8 million in aggregate ($81.6 million each vessel) over the course of the construction and delivery of the three vessels. Under the lease financing arrangements, each vessel is subject to a seven-year bareboat charter commencing on delivery of each vessel at a bareboat rate of $21,700 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 $390 Million Facility Collateral Vessel, for a net sale price of $17.1 million (the “Toshin Lease Financing”). The transaction generated $6.9 million net proceeds, after prepaying $10.2 million of the $390 Million Facility Term Loan. The Company also incurred issuance and other debt financing costs of $0.4 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 $6,200 per day for the first three years, $6,000 per day for the second three years, and $5,700 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 $1.0 million.

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 $390 Million Facility Collateral Vessel, for a net sale price of $16.7 million (the “Hyuga Lease Financing”). The transaction generated net proceeds of $5.7 million, after prepaying $11.0 million of the $390 Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to a nine-year bareboat charter at a bareboat rate of $6,300 per day for the first three years, $6,200 per day for the second three years, and $6,000 per day for the last three years, with purchase options exercisable commencing at the end of the fourth year and a $2.0 million purchase obligation at the end of the nine-year 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 $390 Million Facility Collateral Vessel, for a net sale price of $15.2 million (the “Kaiyo Lease Financing”). The transaction generated net proceeds of $5.4 million, after prepaying $9.8 million of the $390 Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to an eight-year bareboat charter at a bareboat rate of $6,250 per day for the first four years, and $6,150 per day for the remaining four years, with purchase options exercisable commencing at the end of the fourth year and a $1.5 million purchase obligation at the end of the eight-year 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 $525 Million Facility Collateral Vessel, for a net sale price of $15.2 million (the “Kaisha Lease Financing”). The transaction generated net proceeds of $10.6 million, after prepaying $4.6 million of the $525 Million Facility Term Loan. Under the lease financing arrangement, the vessel is subject to an eight-year bareboat charter at a bareboat rate of $6,250 per day for the first four years, and $6,150 per day for the remaining four years, with purchase options exercisable commencing at the end of the fourth year and a $1.5 million purchase obligation at the end of the eight-year term.

Extinguished Credit Facilities

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 six VLCCs for a total net sale price of $374.6 million (the “Ocean Yield Lease Financing”). The proceeds from the transactions, which were received on November 8, 2021, were used to prepay a $228.4 million outstanding loan balance previously collateralized by the vessels and for general corporate purposes, which included a $100.0 million voluntary prepayment on another of the Company’s outstanding credit facilities at the time. The Company incurred issuance and other debt financing costs of $3.9 million on this transaction. Under these lease financing arrangements, each of the six VLCCs were 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 $82.5 million in total at that date. Charter hire under these arrangements was comprised of a fixed monthly repayment amount aggregating $2.4 million plus a variable interest component calculated based on three-month LIBOR plus a margin of 4.05%. The terms and conditions, including financial covenants, of the arrangements were in-line with those within the Company’s other debt facilities.

In April 2025, the Company tendered an irrevocable notice of its intention to exercise purchase options on the six VLCCs that were bareboat chartered-in under this lease financing arrangements. The aggregate purchase price for the six vessels of $257.8 million, consisted of the $257.5 million remaining debt balance and $0.3 million of other costs. The transaction closed on November 10, 2025.

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 $25 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 was 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 $25 million was drawn down on November 12, 2021 and used to repay approximately $22.0 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 $0.6 million on this transaction. Interest on the loan was based upon LIBOR plus a margin of 2%. The loan amortized in quarterly installments of approximately $0.5 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.

On April 18, 2024, the Company prepaid the outstanding principal balance of $20.3 million and terminated the ING Credit Facility.

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 a 2013-built Aframax and a 2014-built LR2, for a net sale price of $54.0 million in total (the “COSCO Lease Financing”). The transactions generated $19.9 million net proceeds, after prepaying $34.1 million outstanding under the credit facility these vessels collateralized. The Company also incurred issuance and other debt financing costs of $1.4 million on this transaction. Under these lease financing arrangements, each of the two vessels was 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 $18.9 million at that date. Charter hire under these arrangements is comprised of a fixed quarterly repayment amount aggregating $1.3 million plus a variable interest component calculated based on

three-month LIBOR plus a margin of 3.90%. The terms and conditions, including financial covenants, of the arrangements were 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 the two vessels, which were bareboat chartered-in under the COSCO Lease Financing arrangements. The aggregate purchase price for the two vessels of $46.4 million, consisted of the $45.2 million remaining debt balance and $1.2 million of purchase option premiums. The transaction closed on July 3, 2023.

Debt Covenants

The Company was in compliance with the financial and non-financial covenants under all of its financing arrangements as of December 31, 2025.

The $500 Million Revolving Credit Facility, $160 Million Revolving Credit Facility, the ECA Credit Facility, and the 2030 Bonds 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 $50 million and 5% of the Company’s Consolidated Indebtedness; (ii) to ensure the Company’s and its consolidated subsidiaries’ Maximum Leverage Ratio will not exceed 0.65 to 1.00 under the ECA Credit Facility and 2030 Bonds or 0.60 to 1.00 under the other facilities, at any time; (iii) to ensure that Current Assets exceeds Current Liabilities (which is defined to exclude the current portion of Consolidated Indebtedness); (iv) to ensure the aggregate Fair Market Value of the Collateral Vessels will not be less than 135% of the aggregate outstanding principal amount of each facility; or not be less than 125% of the aggregate outstanding principal amount of the ECA Credit Facility; and (v) under the 2030 Bonds, have a minimum level of free liquidity in order to make permitted distributions.

The Company’s bonds and 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

The following table summarizes interest expense before the impact of capitalized interest, including amortization of deferred financing costs (for additional information related to deferred financing costs see Note 2, “Significant Accounting Policies”), commitment fees of $3.7 million, $3.5 million, and $2.4 million, and other administrative fees, recognized during the years ended December 31, 2025, 2024 and 2023, respectively, with respect to the Company’s debt facilities:

(Dollars in thousands)

2025

2024

2023

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

$

4,904

$

2,337

$

18,351

$160 Million Revolving Credit Facility

1,452

2,881

616

ECA Credit Facility

1,220

2030 Bonds

5,095

Vessel lease financing arrangements

12,912

13,878

15,157

Extinguished credit facilities and lease financing arrangements(1)

20,508

30,803

32,956

Total debt related interest expense

$

46,091

$

49,899

$

67,080

(1)Includes interest expense (including amortization of terminated interest rate swap agreements as described in Note 7, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures”) on principal balances outstanding under the Ocean Yield Lease Financing, the ING Credit Facility, which were repaid in November 2025 and April 2024, respectively, and certain of the Company’s other debt facilities.

The following table summarizes interest paid, net of interest rate swap cash settlements, excluding deferred financing fees paid, during the years ended December 31, 2025, 2024 and 2023 with respect to the Company’s debt facilities:

(Dollars in thousands)

2025

2024

2023

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

$

2,713

$

1,800

$

19,798

$160 Million Revolving Credit Facility

983

311

ECA Credit Facility

549

Vessel lease financing arrangements

12,087

13,017

13,668

Extinguished credit facilities and lease financing arrangements

20,641

29,772

32,650

Total debt related interest expense paid

$

36,973

$

44,589

$

66,427

Debt Modifications, Repurchases and Extinguishments

During the year ended December 31, 2025, in connection with the prepayment of the Ocean Yield Lease Financing, the Company recognized an aggregate net loss of $1.8 million from the write-off of unamortized deferred financing costs and $0.3 million of costs paid in conjunction with this transaction.

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 $4.0 million, which are included in other income in the accompanying consolidated statement of operations. The net losses principally reflect (i) a $1.7 million write-off of unamortized deferred financing costs associated with the mandatory principal prepayments of the $750 Million Facility Term Loan; (ii) $1.1 million write-off of unamortized deferred financing costs associated with the prepayment of the COSCO Lease Financing described above; and (iii) $1.2 million in purchase option premium fees paid in conjunction with the prepayment of the COSCO Lease Financing.

As of December 31, 2025, the aggregate annual principal payments required to be made on the Company’s financing arrangements are as follows:

(Dollars in thousands)

Amount

2026

$

25,788

2027

26,997

2028

27,982

2029

28,979

2030

402,617

Thereafter

65,851

Aggregate principal payments required

$

578,214