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RSU vesting gives International Seaways (NYSE: INSW) CAO 1,038 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

International Seaways, Inc. reported that CAO, SVP, Secretary & General Counsel James D. Small III had 2,201 restricted stock units vest on March 13, 2026 under the company’s 2020 Management Incentive Compensation Plan. These units were settled in 2,201 shares of common stock.

In connection with this vesting, 1,163 shares were withheld by International Seaways to cover the reporting person’s tax withholding liability. As a result, he effectively retained 1,038 shares from the award and directly owns 40,085 shares of common stock following the transactions. The filing shows no open‑market purchases or sales; the movements reflect equity compensation vesting and related tax withholding.

Positive

  • None.

Negative

  • None.
Insider Small James D III
Role CAO,SVP,Sec. & General Counsel
Type Security Shares Price Value
Disposition Restricted Stock Units 2,201 $0.00 --
Other Common Stock, no par value per share 2,201 $0.00 --
Tax Withholding Common Stock, no par value per share 1,163 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,201 shares (Direct); Common Stock, no par value per share — 41,248 shares (Direct)
Footnotes (1)
  1. These 2,201 shares of Common Stock are being acquired in connection with the vesting of 2,201 restricted stock units on March 13, 2026 pursuant to the International Seaways, Inc. 2020 Management Incentive Compensation Plan (the "Plan") which vested units are being settled in shares of Common Stock. In connection with the vesting of the units 1,163 shares are being withheld by International Seaways, Inc. ("INSW") in payment of the Reporting Person's tax withholding liability incurred as a result of the vesting of the units. These 2,201 restricted stock units vested on March 13, 2026 and are being settled in shares of Common Stock as reported in Table I of this Form 4.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Small James D III
(Last) (First) (Middle)
C/O INTERNATIONAL SEAWAYS, INC.
600 THIRD AVENUE, 39TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
International Seaways, Inc. [ INSW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO,SVP,Sec. & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, no par value per share 03/13/2026 J(1) 2,201(1) A (1) 41,248 D
Common Stock, no par value per share 03/13/2026 F(1) 1,163(1) D (1) 40,085 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(2) $0 03/13/2026 D(2) 2,201(2) (2) (2) Common Stock(2) 2,201(2) (2) 2,201(2) D
Explanation of Responses:
1. These 2,201 shares of Common Stock are being acquired in connection with the vesting of 2,201 restricted stock units on March 13, 2026 pursuant to the International Seaways, Inc. 2020 Management Incentive Compensation Plan (the "Plan") which vested units are being settled in shares of Common Stock. In connection with the vesting of the units 1,163 shares are being withheld by International Seaways, Inc. ("INSW") in payment of the Reporting Person's tax withholding liability incurred as a result of the vesting of the units.
2. These 2,201 restricted stock units vested on March 13, 2026 and are being settled in shares of Common Stock as reported in Table I of this Form 4.
/s/James D. Small III 03/16/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did International Seaways (INSW) report for James D. Small III on this Form 4?

International Seaways reported that CAO James D. Small III had 2,201 restricted stock units vest on March 13, 2026, which were settled in common shares as part of the company’s 2020 Management Incentive Compensation Plan.

How many International Seaways (INSW) RSUs vested for the CAO on March 13, 2026?

A total of 2,201 restricted stock units vested for the CAO on March 13, 2026. These RSUs were granted under the 2020 Management Incentive Compensation Plan and were settled one-for-one in shares of International Seaways common stock.

How many INSW shares were withheld for taxes from the CAO’s RSU vesting?

The company withheld 1,163 shares of International Seaways common stock to satisfy James D. Small III’s tax withholding liability arising from the RSU vesting. This withholding was executed as a share-based payment of the tax obligation.

How many International Seaways (INSW) shares does the CAO own after these transactions?

After the reported transactions, CAO James D. Small III directly owns 40,085 shares of International Seaways common stock. This reflects the RSU vesting, settlement into shares, and the shares withheld by the company to cover tax obligations.

Were there any open-market buy or sell transactions by the INSW CAO in this Form 4?

No open-market buys or sells were reported. The Form 4 shows RSU vesting, settlement into common stock, a disposition to the issuer, and shares withheld by International Seaways to cover tax liabilities, rather than discretionary market trades.

What is the purpose of the RSU award reported for International Seaways (INSW) CAO?

The RSU award is part of International Seaways’ 2020 Management Incentive Compensation Plan. It provides equity-based compensation, aligning the CAO’s interests with shareholders by granting units that vest over time and settle in common stock.