Note 2 — Business Combinations and Mergers

​

Tankers (UK) Agencies Limited

​

On January 27, 2026, the Company acquired all of the remaining outstanding capital stock of Tankers (UK) Agencies Limited (“TUKA”), a privately-held joint venture between the Company and CMB.Tech, which serves as the commercial manager for the VLCC pool company – Tankers International Limited (“TIL”). The total purchase consideration was $10.0 million, which includes the fair value of our previously held equity interest in TUKA. TUKA owns 100% of the equity interest in TIL, which is a variable interest entity (“VIE”). The Company has accounted for this transaction as a business combination. As a result of this business combination, TUKA will be consolidated under the voting interest entity model, and TIL will retain its classification as an unconsolidated VIE (see Note 8, Variable Interest Entities (“VIEs”)).

​

The book value of the Company’s 50% ownership interest immediately prior to the acquisition date was $1.1 million. The acquisition of the additional 50% interest in TUKA was considered an acquisition achieved in stages and resulted in the remeasurement of the previously held equity interest to fair value of $5.0 million. The fair value attributed to the previously held equity interest was derived from the consideration transferred in the transaction and resulted in the recognition of a non-cash holding gain of $3.9 million

for the difference between the fair value and the book value of the Company’s previously held equity interest. Such gain was recorded in holding gain on previously held equity interest in the Company’s condensed consolidated statement of operations.

​

The acquisition date fair value of the purchase consideration paid and the allocation of the purchase consideration paid to identifiable tangible and intangible assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition was as follows:

​

______________

​

The purchase price allocation and fair values of assets acquired and liabilities assumed above are final.

​

Bruton Limited

​

On October 16, 2026, INSW and its wholly owned subsidiary, International Seaways Operating Corporation Ltd., an exempted company limited by shares incorporated under the laws of Bermuda, entered into Exchange and Support Agreements (each, an “Exchange Agreement”) with certain shareholders of Bruton Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Bruton” and, such exchanging Bruton shareholders, the “Exchanging Holders”), collectively holding Norwegian depositary receipts (“NDRs”) representing approximately 50.5% of Bruton’s then-outstanding common shares, $0.10 par value per share (the “Bruton Common Shares”). Pursuant to the Exchange Agreements, each Exchanging Holder agreed, among other things, to (i) exchange each of the Bruton Common Shares underlying its NDRs for 0.05190 shares of INSW’s common stock, no par value per share (the “INSW Common Stock,” and such exchange ratio the “Per Share Stock Consideration”) in a private transaction (collectively, the “Exchanges”), (ii) attend a shareholder meeting of Bruton pertaining to the Merger (defined and described below) and (iii) vote the Bruton Common Shares subject to its Exchange Agreement in favor of the Merger.

​

The Exchanges closed on October 20 and 21, 2026 with the issuance of approximately 1.6 million shares of INSW Common Stock.

​

Also on October 16, 2026, INSW, Bravo Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and indirect wholly owned subsidiary of INSW (“Merger Sub”), and Bruton entered into a Transaction Agreement (the “Transaction Agreement”), pursuant to which on November 2, 2026, Merger Sub merged with and into Bruton, with Bruton surviving the merger as an indirect wholly owned subsidiary of INSW (the “Merger”).

​

As a result of the Merger each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of more than 10,000 Bruton Common Shares was converted into the right to receive the Per Share Stock Consideration and cash in lieu of any fractional shares of INSW Common Stock, and each outstanding Bruton Common Share (other than certain excluded shares) held by a holder of 10,000 or fewer Bruton Common Shares received cash consideration of $6.3044 per share (the “Per Share Cash Consideration”). In addition, each outstanding option to purchase Bruton Common Shares, whether vested or unvested, vested in full in connection with the Merger and was cancelled and converted into the right of the holder to receive a number of shares of INSW Common Stock equal to the product of (i) the Per Share Stock Consideration multiplied by (ii) the quotient of (A) the product of (1) the number of Bruton Common Shares subject to such option and (2) the excess of the Per Share Cash Consideration over the exercise price applicable to such option, divided by (B) the Per Share Cash Consideration, less any applicable withholding taxes.

​

The Company expects to complete the settlement of the total consideration due to Bruton shareholders with the issuance of approximately 1.1 million additional shares of INSW Common Stock and the payment of cash (with the final number of shares and cash to be determined following completion of the settlement process). 

​

As a result of the Merger, one 2026-built, scrubber-fitted, dual-fuel (LNG) VLCC and three VLCC newbuildings scheduled for delivery in November 2026, August 2027 and October 2027 were added to INSW’s operating and newbuilding fleet. See Note 6, Vessels, for additional information on the remaining commitments on the contracts for the construction of the three VLCC newbuildings.

​

Accounting for the Merger

​

Based on the terms of the Transaction Agreement, the Merger was determined to not meet the requirements of a business combination under the guidelines of ASC 805, Business Combinations, and ASU 2017-01, Business Combinations (Topic 805). The Merger consists of acquiring vessels and associated assets and liabilities, which are concentrated in a group of similar identifiable assets, and therefore not considered a business. As a result, the Merger will be treated as an asset acquisition, whereby all assets acquired and liabilities assumed will be recorded at the cost of the acquisition, including transaction costs, on the basis of their relative fair value.

​

​