Part I - Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q1 2025 net income significantly decreased to **$49.6 million** from **$144.5 million**, primarily due to lower shipping revenues [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $132,769 | $157,506 | | Total Current Assets | $326,614 | $376,323 | | Total Assets | $2,542,397 | $2,636,397 | | **Liabilities & Equity** | | | | Total Current Liabilities | $118,441 | $130,935 | | Total Liabilities | $673,548 | $780,349 | | Total Equity | $1,868,849 | $1,856,048 | | Total Liabilities and Equity | $2,542,397 | $2,636,397 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 vs Q1 2024 Statement of Operations (in thousands, except per share amounts) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Shipping Revenues | $183,394 | $274,401 | | Income from vessel operations | $59,173 | $154,423 | | Net income | $49,565 | $144,490 | | Basic net income per share | $1.00 | $2.95 | | Diluted net income per share | $1.00 | $2.92 | - The company recognized a net gain on the disposal of vessels and other assets of **$10.0 million** in Q1 2025, compared to a minimal gain in Q1 2024[8](index=8&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 vs Q1 2024 Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $69,947 | $156,442 | | Net cash provided by/(used in) investing activities | $36,915 | $(42,903) | | Net cash used in financing activities | $(131,599) | $(100,798) | | Net (decrease)/increase in cash | $(24,737) | $12,741 | | Cash and cash equivalents at end of period | $132,769 | $139,501 | - Investing activities in Q1 2025 were positive due to $115.3 million in proceeds from vessel disposals, which more than offset the $83.0 million spent on vessel acquisitions and construction[10](index=10&type=chunk) - Financing activities in Q1 2025 included net repayments on revolving credit facilities of **$81.6 million** and cash dividend payments of **$34.5 million**[10](index=10&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - As of March 31, 2025, the company's operating fleet consisted of **78 vessels**; additionally, **six LR1 newbuilds** are scheduled for delivery between H2 2025 and Q3 2026, bringing the total fleet to **84 vessels**[12](index=12&type=chunk) - The company has two reportable segments: Crude Tankers and Product Carriers; for Q1 2025, Crude Tankers generated **$88.0 million** in shipping revenues, while Product Carriers generated **$95.4 million**[27](index=27&type=chunk)[28](index=28&type=chunk) - The company has remaining commitments of **$314.6 million** for the construction of **six LR1 newbuilds** as of March 31, 2025[31](index=31&type=chunk) - In Q1 2025, the company declared a regular quarterly dividend of **$0.12 per share** and a supplemental dividend of **$0.58 per share**, totaling **$34.5 million**[60](index=60&type=chunk) - As of March 31, 2025, the company had future minimum contracted revenues of **$282.8 million** from non-cancelable time charters[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Q1 2025 income from vessel operations significantly decreased to **$59.2 million** due to a **34% drop** in Time Charter Equivalent (TCE) revenues [Operations and Oil Tanker Markets](index=38&type=section&id=Operations%20and%20Oil%20Tanker%20Markets) - Global oil consumption for Q1 2025 is estimated at **102.4 million b/d**, up **1.2% YoY**; global oil production was **102.5 million b/d**, an increase of **1.1 million b/d** from Q1 2024[109](index=109&type=chunk)[110](index=110&type=chunk) - The tanker fleet (vessels >10,000 dwt) increased by a net **2.8 million dwt** in Q1 2025; the crude fleet grew by **1.9 million dwt** and the product carrier fleet by **0.9 million dwt**[113](index=113&type=chunk) - Tanker rates remained steady in Q1 2025 compared to Q4 2024 and are significantly above cash breakeven levels, though global trade turmoil creates uncertainty[115](index=115&type=chunk) [Results from Vessel Operations](index=40&type=section&id=Results%20from%20Vessel%20Operations) - Income from vessel operations decreased by **$95.3 million** to **$59.2 million** in Q1 2025 from Q1 2024, mainly due to lower TCE revenues, partially offset by a **$10.0 million** gain on vessel sales[119](index=119&type=chunk) - TCE revenues fell by **$92.6 million** (**34%**) to **$178.3 million** in Q1 2025, driven by lower average daily rates across all fleet sectors[120](index=120&type=chunk) Crude Tankers Segment Performance (Q1 2025 vs Q1 2024) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | TCE revenues (in thousands) | $84,629 | $123,962 | | Adjusted income from vessel operations (in thousands) | $34,673 | $69,892 | | Average daily TCE rate | $34,528 | $46,991 | Product Carriers Segment Performance (Q1 2025 vs Q1 2024) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | TCE revenues (in thousands) | $93,713 | $146,966 | | Adjusted income from vessel operations (in thousands) | $27,791 | $96,854 | | Average daily TCE rate | $22,061 | $39,807 | Adjusted EBITDA Reconciliation (in thousands) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income | $49,565 | $144,490 | | EBITDA | $100,722 | $191,530 | | Adjusted EBITDA | $90,701 | $191,479 | [Liquidity and Sources of Capital](index=46&type=section&id=Liquidity%20and%20Sources%20of%20Capital) - As of March 31, 2025, total liquidity was **$673.2 million**, comprising **$132.8 million** in cash and **$540.4 million** in undrawn revolver capacity[151](index=151&type=chunk) - Working capital decreased to **$208.2 million** at March 31, 2025, from **$245.4 million** at December 31, 2024[152](index=152&type=chunk) - Key capital allocation activities in 2025 include completing vessel exchange transactions, tendering notice to exercise purchase options on six VLCCs, and repaying **$81.6 million** net on the **$500 million** Revolving Credit Facility[162](index=162&type=chunk) Summary of Long-Term Contractual Obligations as of March 31, 2025 (in thousands) | Obligation Type | 2025 | 2026 | Beyond 2026 | Total | | :--- | :--- | :--- | :--- | :--- | | Debt & Lease Financing | $77,639 | $107,112 | $494,143 | $678,894 | | Operating Leases | $13,267 | $3,860 | $8,005 | $25,132 | | Vessel Commitments | $128,796 | $188,480 | $0 | $317,276 | | **Total** | **$219,702** | **$299,452** | **$502,148** | **$1,021,302** | [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[173](index=173&type=chunk) - No changes in internal control over financial reporting occurred in Q1 2025 that materially affected, or are reasonably likely to materially affect, these controls[174](index=174&type=chunk) Part II - Other Information [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) A commercial dispute from 2023 resulted in a favorable arbitration ruling for the company in March 2025, subject to appeal - In a commercial dispute from 2023, an arbitration tribunal ruled in the company's favor in **March 2025**, dismissing claims against the company and awarding it monetary damages; the ruling is subject to appeal[92](index=92&type=chunk) [Item 1A. Risk Factors](index=51&type=page&id=Item%201A.%20Risk%20Factors) A new risk factor highlights the potential adverse impact of a U.S. proposal to impose fees on Chinese-built vessels, affecting company operations - A new risk factor was added concerning a U.S. proposal to charge fees on vessels entering U.S. ports if they were constructed in China or are owned/operated by a Chinese entity, starting **October 2025**[178](index=178&type=chunk) - The company owns **14 vessels** constructed in China and has other chartering arrangements that could be affected by this proposal, the full impact of which is currently being evaluated[178](index=178&type=chunk)[180](index=180&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company made no stock repurchases in Q1 2025, but withheld shares to cover tax liabilities on vested restricted stock units - No stock repurchases were made under the formal program in **Q1 2025**; shares were withheld from employees to cover tax withholding liabilities on vested equity awards[181](index=181&type=chunk)[63](index=63&type=chunk)

Financial Performance - Net income for Q1 2025 was $50 million, or $1.00 per share[10] - Adjusted net income for Q1 2025 was $40 million, or $0.80 per share[10] - Q2 2025 blended spot fixtures are 45% fixed at approximately $31,200 per day[10] - Total liquidity stands at $673 million[14] - Gross debt is $601 million with the earliest maturity in 2030[14] - Paid a combined dividend of $0.70 per share in March 2025[15] Fleet Optimization and Balance Sheet - Exchanged 2 VLCCs (14+ years old) and $3 million cash for 3 MRs (<10 years old)[18] - Net proceeds from 2 MR deliveries and 2 VLCC sales closed in Q1 2025 amounted to $50 million[18] - Net Loan to Value is 15%[14] - The company has 34 unencumbered vessels[14] Market Outlook - Orderbook relative to the size of the fleet is 14%[30]

[Report Overview & Highlights](index=1&type=section&id=Report%20Overview%20%26%20Highlights) [First Quarter 2025 Highlights](index=1&type=section&id=First%20Quarter%202025%20Highlights) International Seaways reported a decrease in Q1 2025 net income due to lower spot rates, while maintaining strong liquidity and balance sheet metrics, executing a strategic fleet modernization, and continuing robust shareholder returns Q1 2025 Financial Highlights | Metric | Value | | :--- | :--- | | Net Income | $50 million | | Diluted EPS | $1.00 | | Adjusted Net Income | $40 million | | Adjusted Diluted EPS | $0.80 | | Adjusted EBITDA | $91 million | | Total Liquidity (as of Mar 31, 2025) | $673 million | | Net Loan-to-Value (as of Mar 31, 2025) | ~15% | - Concluded a strategic vessel swap, exchanging two older VLCCs and **$3 million cash** for three modern 2015-built MRs to optimize the fleet[3](index=3&type=chunk) - Declared a combined dividend of **$0.60 per share** for Q1 2025, continuing the policy of returning **75% of adjusted net income** to shareholders. Over the last twelve months, combined dividend payments total **$4.00 per share**, a yield of nearly **10%**[4](index=4&type=chunk)[5](index=5&type=chunk) - Management remains constructive on tanker market fundamentals, citing depleted oil inventories that will require replenishment, persistent regional imbalances, and modest fleet growth, which are expected to support demand for seaborne transportation[4](index=4&type=chunk) [Detailed Financial Results](index=3&type=section&id=Detailed%20Financial%20Results) [Overall Performance](index=3&type=section&id=Overall%20Performance) The company experienced a significant year-over-year decline in Q1 2025 financial performance, primarily driven by lower TCE revenues and a substantial drop in average spot earnings across the fleet Q1 Financial Performance Comparison (YoY) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net Income | $50 million | $144 million | | Diluted EPS | $1.00 | $2.92 | | Shipping Revenues | $183 million | $274 million | | TCE Revenues | $178 million | $271 million | | Adjusted EBITDA | $91 million | $191 million | [Segment Performance](index=3&type=section&id=Segment%20Performance) Both Crude Tankers and Product Carriers segments reported lower TCE revenues in Q1 2025 compared to the prior year, primarily due to weaker spot market rates Crude Tankers Q1 Spot Earnings per Day (YoY) | Vessel Class | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | VLCC | $33,500 | $44,700 | | Suezmax | $30,900 | $44,700 | | Aframax | $25,400 | $40,900 | Product Carriers Q1 Spot Earnings per Day (YoY) | Vessel Class | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | LR1 | $27,400 | $66,300 | | MR | $21,400 | $38,000 | [Fleet and Capital Management](index=3&type=section&id=Fleet%20and%20Capital%20Management) [Fleet Optimization and Newbuilds](index=3&type=section&id=Fleet%20Optimization%20and%20Newbuilds) The company actively optimizes its fleet through strategic vessel swaps and newbuild programs, including six dual-fuel ready LR1 vessels under construction, while securing future revenue through time charter agreements - Concluded a vessel swap by delivering two VLCCs and taking delivery of the remaining two of three MRs, a transaction initiated in Q4 2024[11](index=11&type=chunk) - As of April 1, 2025, the company has **13 vessels** on time charter with an average duration of **two years**, securing approximately **$283 million** in future contracted revenues. An additional one-year time charter on a Suezmax will add another **$12 million**[12](index=12&type=chunk) - The company has **six scrubber-fitted, dual-fuel (LNG) ready LR1 vessels** under construction in Korea for a total price of approximately **$359 million**. Deliveries are scheduled between Q3 2025 and Q3 2026[13](index=13&type=chunk) [Balance Sheet Enhancements](index=3&type=section&id=Balance%20Sheet%20Enhancements) The company strengthened its balance sheet through active debt management, including significant repayments on revolving credit facilities, preserving credit capacity for future fleet growth - In Q1 2025, the company repaid **$102 million** on its revolving credit facilities, including **$70 million** related to the vessel swap timing[14](index=14&type=chunk) - An additional **$36 million** was repaid on revolving credit facilities in April 2025[15](index=15&type=chunk) [Shareholder Returns](index=4&type=section&id=Shareholder%20Returns) [Dividends and Share Repurchases](index=4&type=section&id=Dividends%20and%20Share%20Repurchases) The company demonstrates a strong commitment to shareholder returns through consistent dividend declarations, including a combined Q1 2025 dividend, and maintains an active share repurchase authorization Q1 2025 Dividend Declaration | Dividend Type | Amount per Share | | :--- | :--- | | Regular Quarterly | $0.12 | | Supplemental | $0.48 | | **Total Combined** | **$0.60** | | Record Date | June 12, 2025 | | Payment Date | June 26, 2025 | - In March 2025, the company paid a combined dividend of **$0.70 per share**[16](index=16&type=chunk) - Over the last twelve months, total combined dividends paid were **$4.00 per share**, yielding close to **10%** based on the average share price over the period[17](index=17&type=chunk) - The company has **$50 million** remaining under its share repurchase authorization, which expires at the end of 2025[19](index=19&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a significant year-over-year decrease in Q1 2025 total shipping revenues and net income, primarily driven by lower pool revenues, partially offset by a gain on vessel disposals Consolidated Statements of Operations (Unaudited, $ in thousands) | | Three Months Ended March 31, | | | :--- | :--- | :--- | | | **2025** | **2024** | | **Total Shipping Revenues** | **$183,394** | **$274,401** | | Total operating expenses | $124,221 | $119,978 | | Income from vessel operations | $59,173 | $154,423 | | Interest expense | ($11,452) | ($12,887) | | **Net income** | **$49,565** | **$144,490** | | **Diluted net income per share** | **$1.00** | **$2.92** | [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, the company's balance sheet reflects a decrease in total assets and liabilities, primarily due to reduced long-term debt, while total equity slightly increased Consolidated Balance Sheets Summary (Unaudited, $ in thousands) | | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $132,769 | $157,506 | | Total Current Assets | $326,614 | $376,323 | | Vessels and other property, net | $2,003,081 | $2,050,211 | | **Total Assets** | **$2,542,397** | **$2,636,397** | | **LIABILITIES AND EQUITY** | | | | Total Current Liabilities | $118,441 | $130,935 | | Long-term debt | $544,730 | $638,353 | | **Total Liabilities** | **$673,548** | **$780,349** | | **Total Equity** | **$1,868,849** | **$1,856,048** | | **Total Liabilities and Equity** | **$2,542,397** | **$2,636,397** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, net cash provided by operating activities decreased year-over-year, while investing activities provided cash primarily from vessel disposals, and financing activities used cash for debt repayments and dividends, resulting in a net cash decrease Consolidated Statements of Cash Flows Summary (Unaudited, $ in thousands) | | Three Months Ended March 31, | | | :--- | :--- | :--- | | | **2025** | **2024** | | Net cash provided by operating activities | $69,947 | $156,442 | | Net cash provided by/(used in) investing activities | $36,915 | ($42,903) | | Net cash used in financing activities | ($131,599) | ($100,798) | | **Net (decrease)/increase in cash** | **($24,737)** | **$12,741** | | Cash and cash equivalents at end of period | $132,769 | $139,501 | [Supplemental Information](index=8&type=section&id=Supplemental%20Information) [TCE Rates and Fleet Information](index=8&type=section&id=TCE%20Rates%20and%20Fleet%20Information) The report details Time Charter Equivalent (TCE) rates, which were generally lower in Q1 2025, and provides an overview of the company's total fleet composition as of March 31, 2025, including operating vessels and newbuilds Q1 2025 Total Average TCE Rate vs. Q1 2024 | Segment | Q1 2025 Total Avg. TCE | Q1 2024 Total Avg. TCE | | :--- | :--- | :--- | | VLCC | ~$34,800 | ~$44,700 | | Suezmax | ~$30,700 | ~$44,700 | | MR | ~$21,500 | ~$38,000 | Fleet Composition as of March 31, 2025 | Fleet Type | Crude Tankers | Product Carriers | Total Vessels | | :--- | :--- | :--- | :--- | | Operating Fleet | 28 | 50 | 78 | | Newbuild Fleet | 0 | 6 (LR1) | 6 | | **Total Fleet** | **28** | **56** | **84** | [Reconciliation to Non-GAAP Financial Information](index=9&type=section&id=Reconciliation%20to%20Non-GAAP%20Financial%20Information) The company provides reconciliations of non-GAAP financial measures, including adjusted net income and adjusted EBITDA, to their most comparable GAAP figures for Q1 2025, primarily adjusting for gains on vessel disposals Reconciliation of Net Income to Adjusted Net Income (Q1 2025, $ in thousands) | | Amount | | :--- | :--- | | Net income | $49,565 | | Gain on disposal of vessels and other assets, net | ($10,021) | | **Adjusted net income** | **$39,544** | Reconciliation of Net Income to Adjusted EBITDA (Q1 2025, $ in thousands) | | Amount | | :--- | :--- | | Net income | $49,565 | | Interest expense | $11,452 | | Depreciation and amortization | $39,705 | | **EBITDA** | **$100,722** | | Gain on disposal of vessels and other assets, net | ($10,021) | | **Adjusted EBITDA** | **$90,701** |

Core Viewpoint - International Seaways (INSW) is anticipated to report a significant decline in earnings and revenues for the quarter ended March 2025, with a consensus outlook indicating a year-over-year earnings drop of 79.8% and a revenue decrease of 37.1% [1][3]. Earnings Expectations - The upcoming earnings report is expected to reveal quarterly earnings of $0.59 per share and revenues of $172.74 million [3]. - The stock price may react positively if the actual results exceed these expectations, while a miss could lead to a decline [2]. Estimate Revisions - The consensus EPS estimate has been revised down by 0.34% over the last 30 days, reflecting a bearish sentiment among analysts regarding the company's earnings prospects [4][10]. - The Most Accurate Estimate for International Seaways is lower than the Zacks Consensus Estimate, resulting in an Earnings ESP of -3.86% [10][11]. Earnings Surprise Prediction - The Zacks Earnings ESP model indicates that a positive or negative reading can suggest the likelihood of actual earnings deviating from consensus estimates, with a strong predictive power for positive readings [6][7]. - International Seaways currently holds a Zacks Rank of 4, which complicates the prediction of an earnings beat [11]. Historical Performance - In the last reported quarter, International Seaways exceeded the consensus EPS estimate by 28.57%, having beaten estimates three times over the last four quarters [12][13]. Industry Context - Genco Shipping & Trading (GNK), another player in the Zacks Transportation - Shipping industry, is expected to report a year-over-year earnings decline of 149% with revenues down 45.7% [17]. - Genco Shipping has also seen a significant downward revision of its EPS estimate by 232.8% over the last 30 days, and it holds an Earnings ESP of 0.21% combined with a Zacks Rank of 4 [18].

International Seaways (INSW) Q4 2024 Earnings Call February 27, 2025 11:19 PM ET Company Participants James Small - Chief Administrative Officer, Senior VP, General Counsel & SecretaryLois Zabrocky - President and Chief Executive OfficerJeffrey Pribor - CFO, Senior VP & TreasurerBenjamin Nolan - Managing DirectorDerek Solon - Senior VP & Chief Commercial OfficerOmar Nokta - Managing DirectorLiam Burke - Managing DirectorSherif Elmaghrabi - Equity Research AssociateWilliam Nugent - Senior VP & Chief Technica ...

Financial Data and Key Metrics Changes - Net income for Q4 2024 was $36 million or $0.72 per diluted share, with adjusted net income at $45 million or $0.90 per diluted share, and adjusted EBITDA at $95 million [10][26] - The company reported a total liquidity of $632 million, consisting of $157 million in cash and $475 million in undrawn revolving credit [13][33] - The net loan-to-value ratio is below 16%, with a breakeven rate of approximately $13,700 per day [14][34] Business Line Data and Key Metrics Changes - The lightering business generated over $9 million in revenue for the quarter, contributing nearly $3 million in EBITDA for Q4 and approximately $20 million for the full year [28] - The company executed a vessel swap, selling two older VLCCs and acquiring three ECO MRs, which is part of a strategy to modernize the fleet [11][24] Market Data and Key Metrics Changes - Oil demand growth is expected to continue at a historical rate of about 1% per year, with a projected increase of 1 to 1.5 million barrels per day for 2025 [16][17] - The geopolitical landscape remains complex, affecting tanker movements, particularly with tensions involving the U.S. and Iran, as well as the ongoing Israel-Hamas conflict [18][19] Company Strategy and Development Direction - The company aims to modernize its fleet, maintaining an average age of around ten years, which is seen as optimal for tanker investments [42] - A balanced capital allocation approach is emphasized, focusing on fleet renewal while providing competitive returns to shareholders [15][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the tanker market's resilience, anticipating continued strong earnings due to limited tanker supply and a favorable demand environment [24][42] - The company expects to maintain a payout ratio of at least 75% going forward, reflecting a commitment to returning capital to shareholders [72] Other Important Information - The company returned over $300 million to shareholders in 2024, representing a 12% dividend yield on the average share price [14][41] - The company has a strong financial position with $475 million in undrawn credit capacity, allowing for flexibility in growth opportunities [42] Q&A Session Summary Question: Charter-out strategy in the current market - Management indicated that they have fourteen time charters in their fleet and are continuously evaluating opportunities in the charter market [50][53] Question: Outlook for MR rates and geographic focus - Management noted that Q1 bookings are strong, with good exposure to the East market, while the U.S. Gulf rates are showing some decline [61] Question: Dividend payout ratio expectations - Management confirmed that shareholders should expect a minimum payout ratio of 75%, with flexibility to adjust based on earnings fluctuations [72][73] Question: VLCC MR swap strategy - The swap was aimed at reducing the average age of the fleet rather than deemphasizing VLCCs, with a focus on maintaining a balanced fleet profile [76][80] Question: Breakeven rate components and future cost management - Management stated that they are focused on keeping costs in line and are optimistic about maintaining current breakeven rates [88] Question: Suez Max outlook - Management indicated that Suez Max rates are expected to improve as the VLCC market strengthens [98] Question: Share repurchase plans - Management confirmed that while the payout ratio is the primary method of returning cash, opportunistic buybacks are also considered [102] Question: Charter specifications and older vessels - Management noted that charterers may show some flexibility depending on market conditions and vessel availability [108] Question: Red Sea transit inquiries - Management stated that there are currently no pressures from charters to resume transits through the Red Sea [113]

Financial Data and Key Metrics Changes - Net income for Q4 2024 was $36 million or $0.72 per diluted share, with adjusted net income at $45 million or $0.90 per diluted share, and adjusted EBITDA at $95 million [4][17] - The company reported a total liquidity of $632 million, consisting of $157 million in cash and $475 million in revolving credit facility [7][21] - The net loan to value ratio is below 16%, with a spot break-even rate of approximately $13,700 per day [7][21] Business Line Data and Key Metrics Changes - The lightering business generated over $9 million in revenue for the quarter, contributing nearly $3 million in EBITDA [18] - The company executed a vessel swap, selling two older VLCCs and acquiring three Eco MRs built in 2015, optimizing fleet efficiency [6][9] Market Data and Key Metrics Changes - Oil demand growth is expected to continue at a historical rate of about 1% per year, translating to an increase of 1 to 1.5 million barrels per day in 2025 [9][10] - The geopolitical situation, including tensions in the Red Sea and the Russia-Ukraine conflict, continues to impact tanker movements and market dynamics [11][12] Company Strategy and Development Direction - The company aims to modernize its fleet while maintaining a balanced capital allocation approach to provide competitive returns to shareholders [8][25] - The focus is on reducing the average age of the fleet, currently around 10 years, to enhance operational efficiency and capture market opportunities [50][25] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the tanker market's robustness despite geopolitical uncertainties, anticipating continued strong demand for tankers [82] - The company expects to maintain a payout ratio of at least 75% going forward, reflecting a commitment to returning capital to shareholders [46][47] Other Important Information - The company returned over $300 million to shareholders in 2024, representing a 12% dividend yield on the average share price [8][25] - The company has a $50 million share repurchase program, indicating flexibility in capital allocation strategies [72] Q&A Session Summary Question: Charter strategy in the current market - Management indicated they have 14 time charters out of 78 vessels and are continuously evaluating time charters with the right partners [32][33] Question: MR rates and geographic focus - Management noted that Q1 bookings are strong, with good exposure to both the Atlantic Basin and the East market [37] Question: Dividend payout ratio outlook - Management confirmed a minimum payout ratio of 75% going forward, with flexibility to adjust based on earnings fluctuations [46][47] Question: VLCC and MR swap transaction - The swap was aimed at reducing the fleet's average age rather than deemphasizing crude tankers [50] Question: Suezmax outlook - Management expects Suezmaxes to improve as geopolitical conditions stabilize, which could enhance market dynamics [70] Question: Liquidity and opportunistic buybacks - Management stated that while dividends are the primary method of returning cash, share repurchases are also considered [72] Question: Charter specifications and older vessels - Management acknowledged some flexibility from charters regarding older vessels, depending on market conditions [76] Question: Red Sea transit and charterer inquiries - Management indicated no current pressure from charterers to resume Red Sea transits, emphasizing the need for stability in the region [78]

International Seaways Inc. Fourth Quarter 2024 Earnings Presentation February 27, 2025 Disclaimer Forward-Looking Statements During the course of this presentation, the Company (International Seaways, Inc. (INSW)) may make forward-looking statements or provide forward-looking information. All statements other than statements of historical facts should be considered forward-looking statements. Some of these statements include words such as ''outlook,'' ''believe,'' ''expect,'' ''potential,'' ''continue,'' "g ...

International Seaways (INSW) came out with quarterly earnings of $0.90 per share, beating the Zacks Consensus Estimate of $0.70 per share. This compares to earnings of $2.18 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 28.57%. A quarter ago, it was expected that this company would post earnings of $1.42 per share when it actually produced earnings of $1.57, delivering a surprise of 10.56%.Over the last four quarters, the co ...

PART I [Business](index=9&type=section&id=Item%201.%20Business) International Seaways, Inc. (INSW) provides global ocean transportation for crude oil and petroleum products, operating a fleet of 78 vessels and achieving strong financial results in 2024 [Our Business and 2024 in Review](index=9&type=section&id=Our%20Business%20and%202024%20in%20Review) INSW operates a fleet of 78 vessels for crude oil and petroleum products, achieving its second-best annual financial results in 2024 with $1.0 billion in shipping revenues and $583.3 million in Adjusted EBITDA - As of December 31, 2024, INSW operated a fleet of **78 vessels**, with **six additional dual-fuel ready LR1 newbuilds** on order for delivery through Q3 2026[56](index=56&type=chunk) 2024 Financial Highlights | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Shipping Revenues | $1.0 billion | - | | TCE Revenues | $0.9 billion | - | | Income from Vessel Operations | $455.2 million | $615.4 million | | Adjusted EBITDA | $583.3 million | $723.8 million | | Total Liquidity (Year-End) | $632.2 million | $601.2 million | | Capital Returned to Shareholders | $309.4 million | - | [Our Strategy](index=10&type=section&id=Our%20Strategy) The company's strategy focuses on safe and efficient fleet operations, active market management, disciplined capital allocation, and a strong commitment to sustainability and governance - Primary objectives include maintaining safe operations, actively managing the fleet, maximizing cash flows through a mix of spot and time charters, and executing a **disciplined capital allocation strategy**[65](index=65&type=chunk) - The company sold **three older MRs** for approximately **$72 million** and purchased **six modern MRs** for **$232 million**, also contracting for **six new dual-fuel ready LR1s** for approximately **$359 million**[68](index=68&type=chunk) - INSW is committed to sustainability, aligning with TCFD and SASB standards, implementing a Fleet Decarbonization Project, constructing dual-fuel vessels, and participating in industry groups to promote diversity[73](index=73&type=chunk)[77](index=77&type=chunk)[82](index=82&type=chunk) [Fleet Operations](index=13&type=section&id=Fleet%20Operations) As of December 31, 2024, INSW operated a fleet of 78 vessels across Crude Tankers and Product Carriers segments, utilizing a hybrid operating model with 86% of 2024 TCE revenues from the spot market Fleet Summary as of December 31, 2024 | Vessel Type | Vessels Owned | Vessels Chartered-in | Total Number | Total Dwt | | :--- | :--- | :--- | :--- | :--- | | **Crude Tankers** | **21** | **9** | **30** | **6,424,701** | | VLCC | 4 | 9 | 13 | 3,910,572 | | Suezmax | 13 | 0 | 13 | 2,061,754 | | Aframax | 4 | 0 | 4 | 452,375 | | **Product Carriers** | **42** | **6** | **48** | **2,660,299** | | LR2 | 1 | 0 | 1 | 112,691 | | LR1 | 6 | 2 | 8 | 596,092 | | MR | 35 | 4 | 39 | 1,951,516 | | **Total Operating Fleet** | **63** | **15** | **78** | **9,085,000** | | **Newbuild Fleet (LR1)** | **6** | **0** | **6** | **441,600** | - The company utilizes a **hybrid operating model**, employing third-party managed pools for spot market charters and in-house experts for commercial and technical oversight[90](index=90&type=chunk) - Voyage charters (spot market) constituted **86% of aggregate TCE revenues in 2024**, a decrease from 91% in 2023, with time charters accounting for the remaining 14%[96](index=96&type=chunk)[99](index=99&type=chunk) [Human Capital Management and Employees](index=17&type=section&id=Human%20Capital%20Management%20and%20Employees) As of December 31, 2024, INSW employed 2,824 people, focusing on talent development, diversity, and robust safety and health management systems Employee Composition as of December 31, 2024 | Category | Female | Male | Total | | :--- | :--- | :--- | :--- | | Shoreside Employees | 26 | 41 | 67 | | Seafarers | 3 | 2,754 | 2,757 | | **Total Employees** | **29** | **2,795** | **2,824** | - The company is a founding member of the Global Maritime Forum's **All Aboard Alliance**, an initiative fostering a diverse workforce and enhancing career opportunities for women in the maritime industry[111](index=111&type=chunk) [Environmental and Security Matters Relating to Bulk Shipping](index=19&type=section&id=Environmental%20and%20Security%20Matters%20Relating%20to%20Bulk%20Shipping) The company's operations are subject to extensive environmental and security regulations, including GHG emissions, ballast water, air emissions, oil pollution liability, and vessel security, requiring substantial compliance expenditures - The EU has included maritime shipping in its **Emissions Trading Scheme (ETS)**, requiring a phased surrender of allowances for verified emissions: **40% for 2024, 70% for 2025, and 100% for 2026**[126](index=126&type=chunk) - The company is subject to the **U.S. Oil Pollution Act of 1990 (OPA 90)**, imposing strict and potentially unlimited liability for oil spills in U.S. waters, requiring financial responsibility evidence[155](index=155&type=chunk)[156](index=156&type=chunk)[159](index=159&type=chunk) - Vessel security is governed by the **U.S. Maritime Transportation Security Act (MTSA)** and the **International Ship and Port Facilities Security Code (ISPS Code)**, requiring approved vessel security plans and certifications, which all INSW vessels comply with[180](index=180&type=chunk)[183](index=183&type=chunk) [Inspection by Classification Societies](index=28&type=section&id=Inspection%20by%20Classification%20Societies) Oceangoing vessels must be certified by Classification Societies, requiring regular surveys including Annual, Intermediate (2.5 years), and Class Renewal (5 years) to maintain compliance with established rules and international conventions - Vessels must undergo regular surveys to maintain class certification, including **Annual Surveys, Intermediate Surveys (every 2.5 years), and Class Renewal (Special) Surveys (every 5 years)**[185](index=185&type=chunk)[190](index=190&type=chunk) [Insurance](index=29&type=section&id=Insurance) The company maintains comprehensive fleet insurance, including Protection and Indemnity (P&I) for pollution liability up to $1.0 billion, marine hull and machinery, war risk, and loss of hire coverage - The company carries **Protection and Indemnity (P&I) insurance** coverage for pollution of **$1.0 billion per occurrence** on every vessel in its fleet[191](index=191&type=chunk) - Marine hull and machinery and war risk insurance covers each vessel up to at least its fair market value, with deductibles ranging from **$0.125 million to $0.250 million per incident**[192](index=192&type=chunk) [Income Taxation of the Company](index=29&type=section&id=Income%20Taxation%20of%20the%20Company) INSW, incorporated in the Marshall Islands, was exempt from U.S. income tax on U.S. source shipping income in 2024 under Section 883, though future qualification is not guaranteed and could result in a 4% gross tax - INSW, incorporated in the Marshall Islands, is not subject to income tax there and was exempt from U.S. federal tax on its U.S. source shipping income in 2024 under **Section 883 of the Code**, though future qualification is not assured[194](index=194&type=chunk)[197](index=197&type=chunk) - If the company fails to qualify for the Section 883 exemption, it will be subject to a **4% U.S. federal income tax** on its U.S. source shipping income on a gross basis, without deductions[198](index=198&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the cyclical shipping industry, including volatile charter rates, substantial indebtedness, reliance on third parties, geopolitical instability, complex environmental regulations, and common stock market volatility - **Industry Risks:** The highly cyclical tanker industry leads to volatile charter rates and vessel values, potentially affecting earnings, cash flow, and debt covenant compliance; in 2024, **86% of TCE revenues** were from the spot market[204](index=204&type=chunk)[209](index=209&type=chunk) - **Company Risks:** The company has significant indebtedness of **$688 million as of December 31, 2024**, potentially limiting financing and business opportunities, and relies on third-party providers for fleet management[207](index=207&type=chunk)[242](index=242&type=chunk)[254](index=254&type=chunk) - **Regulatory & Geopolitical Risks:** Operations are subject to complex environmental laws, such as GHG emissions and OPA 90, potentially requiring significant capital expenditures, while geopolitical events like the war in Ukraine and Red Sea attacks can disrupt trade and increase costs[206](index=206&type=chunk)[236](index=236&type=chunk)[292](index=292&type=chunk) [Unresolved Staff Comments](index=52&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments - None[326](index=326&type=chunk) [Cybersecurity](index=52&type=section&id=Item%201C.%20Cybersecurity) The company maintains a comprehensive cybersecurity program based on NIST and CIS frameworks, employing a defense-in-depth strategy, overseen by the CISO and Board committee, with no material incidents in the last three fiscal years - The company's cybersecurity program is based on the **National Institute of Standard and Technology (NIST) Cybersecurity Framework** and the **Center for Internet Security Critical Security Controls (CIS)**[332](index=332&type=chunk) - Oversight is provided by the **Corporate Governance and Risk Assessment Committee of the Board**, which receives regular updates from the Chief Information Security Officer (CISO)[344](index=344&type=chunk) - The company has not experienced any material information security breaches in the last three fiscal years, with related expenses remaining immaterial[338](index=338&type=chunk) [Properties](index=55&type=section&id=Item%202.%20Properties) The company leases approximately 13,100 square feet for its New York headquarters, with its primary operating properties being its fleet of 78 vessels - The company leases approximately **13,100 square feet** for its New York headquarters, and its primary properties consist of its **fleet of 78 vessels**[345](index=345&type=chunk) [Legal Proceedings](index=55&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, including a commercial dispute from July 2023 involving a vessel arrest and a $25 million security claim, with the outcome currently unpredictable - In July 2023, a vessel was arrested in a commercial dispute, with arresting parties seeking approximately **$25 million in security**, and the arbitration outcome remains uncertain[690](index=690&type=chunk) [Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Disclosures) This item is not applicable to the company - Not applicable[346](index=346&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=56&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE, with 2024 dividends totaling $5.77 per share and $25.0 million in stock repurchases, leaving $50.0 million authorized for future repurchases 2024 Dividend Payments | Declaration Date | Payment Date | Regular Dividend/Share | Supplemental Dividend/Share | Total Paid | | :--- | :--- | :--- | :--- | :--- | | Feb 28, 2024 | Mar 28, 2024 | $0.12 | $1.20 | $64.7 million | | May 7, 2024 | Jun 26, 2024 | $0.12 | $1.63 | $86.9 million | | Aug 6, 2024 | Sep 25, 2024 | $0.12 | $1.38 | $73.8 million | | Nov 6, 2024 | Dec 27, 2024 | $0.12 | $1.08 | $59.0 million | Stock Repurchase Summary | Year | Total Shares Repurchased | Average Price/Share | Total Cost | | :--- | :--- | :--- | :--- | | 2024 | 501,646 | $49.81 | $25.0 million | | 2023 | 366,483 | $38.03 | $13.9 million | | 2022 | 687,740 | $29.08 | $20.0 million | - As of December 31, 2024, the company had **$50.0 million remaining** under its stock repurchase program, expiring on December 31, 2025[352](index=352&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=59&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2024, income from vessel operations decreased to $455.2 million due to lower TCE revenues, despite geopolitical events supporting ton-mile demand, while the company maintained strong liquidity and executed strategic capital allocation [Operations and Oil Tanker Markets](index=61&type=section&id=Operations%20and%20Oil%20Tanker%20Markets) Global oil consumption in Q4 2024 was estimated at 104.0 million b/d, with geopolitical events increasing ton-mile demand and supporting tanker rates above breakeven levels despite fleet growth - The IEA estimates global oil consumption for Q4 2024 at **104.0 million barrels per day (b/d)**, a **1.5% increase** from Q4 2023, with the 2025 forecast also at 104.0 million b/d[377](index=377&type=chunk) - The tanker orderbook increased by **45.2 million dwt year-over-year**, with significant increases across VLCC, Suezmax, Aframax, and LR1/Panamax sectors[383](index=383&type=chunk) [Results from Vessel Operations](index=62&type=section&id=Results%20from%20Vessel%20Operations) Income from vessel operations decreased by $160.2 million to $455.2 million in 2024, primarily due to lower TCE revenues across both Crude Tankers and Product Carriers segments, alongside increased vessel expenses and depreciation Crude Tankers Segment Performance | (in thousands, except daily rates) | 2024 | 2023 | | :--- | :--- | :--- | | TCE revenues | $437,095 | $512,220 | | Vessel expenses | $130,107 | $115,708 | | Adjusted income from vessel operations | $211,678 | $307,764 | | Average daily TCE rate | $41,345 | $49,619 | Product Carriers Segment Performance | (in thousands, except daily rates) | 2024 | 2023 | | :--- | :--- | :--- | | TCE revenues | $496,008 | $543,299 | | Vessel expenses | $145,554 | $143,831 | | Adjusted income from vessel operations | $266,485 | $319,775 | | Average daily TCE rate | $31,846 | $33,518 | - General and administrative expenses increased by **$5.1 million to $52.6 million in 2024**, primarily due to higher compensation costs, legal fees, and IT spending[409](index=409&type=chunk) [EBITDA and Adjusted EBITDA](index=67&type=section&id=EBITDA%20and%20Adjusted%20EBITDA) The company uses non-GAAP measures EBITDA and Adjusted EBITDA to monitor operating results, with 2024 figures of $614.8 million and $583.3 million respectively, primarily decreasing due to lower net income Reconciliation of Net Income to Adjusted EBITDA | (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | **Net income** | **$416,724** | **$556,446** | | Income tax (benefit)/provision | (1,084) | 3,878 | | Interest expense | 49,703 | 65,759 | | Depreciation and amortization | 149,440 | 129,038 | | **EBITDA** | **$614,783** | **$755,121** | | Adjustments | (31,470) | (31,357) | | **Adjusted EBITDA** | **$583,313** | **$723,764** | [Liquidity and Sources of Capital](index=69&type=section&id=Liquidity%20and%20Sources%20of%20Capital) As of December 31, 2024, the company maintained strong liquidity of $632.2 million, driven by operating cash flow and strategic debt refinancing, resulting in a net debt-to-total capitalization ratio of 22.2% - Total liquidity was **$632.2 million as of December 31, 2024**, comprising **$157.5 million of cash** and **$474.7 million of undrawn revolver capacity**[422](index=422&type=chunk) - The company amended and extended its **$750 Million Credit Facility** into a new **$500 Million Revolving Credit Facility**, extending maturity to **2030**, eliminating **$19.5 million in mandatory quarterly repayments**, and reducing the interest margin by over **85 basis points**[434](index=434&type=chunk)[435](index=435&type=chunk) Aggregate Contractual Obligations as of December 31, 2024 | (in thousands) | 2025 | 2026 | 2027 | Beyond 2027 | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Debt & Lease Financing | $84,215 | $81,487 | $80,009 | $417,882 | $663,593 | | Operating Lease Obligations | $19,711 | $3,676 | $1,077 | $5,832 | $30,296 | | Vessel & Betterment Commitments | $138,483 | $188,480 | $0 | $0 | $326,963 | | **Total** | **$242,409** | **$273,643** | **$81,086** | **$423,714** | **$1,020,852** | [Critical Accounting Estimates and Policies](index=74&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) The company's critical accounting policies involve significant judgment, particularly in estimating vessel useful lives (25 years) and salvage values ($300 per lightweight ton) for depreciation, and in complex vessel impairment testing based on future cash flow assumptions - Vessels are depreciated over an estimated useful life of **25 years** to an estimated salvage value of **$300 per lightweight ton**[453](index=453&type=chunk)[455](index=455&type=chunk) - Vessel impairment is assessed when indicators are present, with the recoverability test comparing carrying amount to undiscounted future cash flows estimated using assumptions about future charter rates, operating expenses, and vessel utilization[458](index=458&type=chunk)[459](index=459&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=75&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages market risks from interest rates, currency, and fuel prices, utilizing interest rate swaps for variable debt and scrubbers on 12 vessels for fuel cost savings - The company manages interest rate risk on its variable-rate debt using interest rate swaps, which as of December 31, 2024, covered the entire **$144.6 million outstanding** on the **$500 Million Revolving Credit Facility** and **$83.6 million** of the Ocean Yield Lease Financing[445](index=445&type=chunk)[449](index=449&type=chunk) - Fuel price volatility is managed by scrubbers installed on **10 VLCCs and two Suezmaxes**, resulting in approximately **$6,500 per day** in lower bunker costs per VLCC during 2024[448](index=448&type=chunk) [Financial Statements and Supplementary Data](index=76&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2022-2024, including Balance Sheets, Statements of Operations, Comprehensive Income, Cash Flows, and Changes in Equity, along with notes and the independent auditor's report Consolidated Statement of Operations Highlights | (in thousands) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Shipping Revenues** | **$951,613** | **$1,071,775** | **$864,665** | | Total operating expenses | $496,388 | $456,344 | $422,011 | | **Income from vessel operations** | **$455,225** | **$615,431** | **$442,654** | | Interest expense | ($49,703) | ($65,759) | ($57,721) | | **Net income** | **$416,724** | **$556,446** | **$387,891** | | **Diluted net income per share** | **$8.38** | **$11.25** | **$7.77** | Consolidated Balance Sheet Highlights | (in thousands) | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $157,506 | $126,760 | | Vessels and other property, net | $2,050,211 | $1,914,426 | | **Total Assets** | **$2,636,397** | **$2,521,819** | | Current installments of long-term debt | $50,054 | $127,447 | | Long-term debt, net | $638,353 | $595,229 | | **Total Liabilities** | **$780,349** | **$805,062** | | **Total Equity** | **$1,856,048** | **$1,716,757** | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=126&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure - None[713](index=713&type=chunk) [Controls and Procedures](index=126&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2024, management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective, with no material changes in Q4 2024 - Management, including the CEO and CFO, concluded that the company's **disclosure controls and procedures** and its **internal control over financial reporting** were effective as of December 31, 2024[714](index=714&type=chunk)[716](index=716&type=chunk) [Other Information](index=127&type=section&id=Item%209B.%20Other%20Information) During the fourth quarter of 2024, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements - No directors or executive officers adopted or terminated **Rule 10b5-1 trading plans** in the fourth quarter of 2024[719](index=719&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=127&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's executive officers and corporate governance policies, including the Code of Business Conduct and Ethics, with additional information incorporated by reference from the 2025 Proxy Statement Executive Officers | Name | Age | Position(s) Held | | :--- | :--- | :--- | | Lois K. Zabrocky | 55 | President and Chief Executive Officer and Director | | Jeffrey D. Pribor | 67 | Chief Financial Officer and Senior Vice President | | James D. Small III | 56 | Chief Administrative Officer, SVP, Secretary & General Counsel | | Derek Solon | 48 | Senior Vice President and Chief Commercial Officer | | William Nugent | 56 | SVP and Chief Technical and Sustainability Officer | | Adewale O. Oshodi | 45 | Vice President and Controller | | Debra Grillo | 57 | Treasurer | - The Company has adopted a **Code of Business Conduct and Ethics**, an **Insider Trading Policy**, an **Anti-Bribery and Corruption Policy**, and an **Incentive Compensation Recoupment Policy**, all available on its website[732](index=732&type=chunk)[733](index=733&type=chunk) [Executive Compensation](index=129&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive Proxy Statement[735](index=735&type=chunk)[739](index=739&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=129&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section provides information on the company's equity compensation plans as of December 31, 2024, with other security ownership details incorporated by reference from the 2025 Proxy Statement Equity Compensation Plan Information as of December 31, 2024 | Plan Category | Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 174,417 | $19.93 | 480,101 | [Certain Relationships and Related Transactions, and Director Independence](index=129&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive Proxy Statement[738](index=738&type=chunk)[739](index=739&type=chunk) [Principal Accountant Fees and Services](index=129&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive Proxy Statement[739](index=739&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=130&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed with the report, noting the omission of schedules as not applicable, and includes key corporate documents - The consolidated financial statements of the Company are filed in response to Item 8, with all schedules omitted as they are not applicable or required[742](index=742&type=chunk) [Form 10-K Summary](index=136&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary is provided - None[749](index=749&type=chunk)