Equity awards for International Seaways (INSW) SVP vest with shares withheld for taxes

Rhea-AI Filing Summary

International Seaways, Inc. Senior Vice President Derek G. Solon reported equity award activity tied to previously granted performance restricted stock units. On February 26, 2026, 5,338 performance RSUs vested and were disposed to the issuer, and were settled in 7,005 shares of common stock. Of these, 3,486 shares were withheld by International Seaways to cover his tax withholding liability, leaving him with 56,989 common shares held directly after these transactions.

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

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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^*

Solon Derek G.

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		J(1)		7,005(1)	A	(1)	60,475	D
Common Stock, no par value per share	02/26/2026		F(1)		3,486(1)	D	(1)	56,989	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
Performance Restricted Stock Units(2)	$0	02/26/2026		D(2)			5,338(2)	(2)	(2)	Common Stock(2)	7,005(2)	(2)	0(2)	D

Explanation of Responses:

1. These 7,005 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 5,338 performance restricted stock units granted on March 8, 2023 pursuant to 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, 3,486 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 performance restricted stock units vested on February 26, 2026 and are being settled in shares of Common Stock as reported in Table I of this Form 4.

	/s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did INSW Senior Vice President Derek G. Solon report?

Derek G. Solon reported vesting of 5,338 performance restricted stock units on February 26, 2026, which were settled in 7,005 shares of common stock. In connection with this vesting, 3,486 shares were withheld by International Seaways, Inc. to satisfy his tax withholding liability.

Did the INSW Form 4 show an open-market buy or sell by Derek G. Solon?

The Form 4 does not show any open-market buy or sell. It reports equity compensation activity: vesting and settlement of 5,338 performance RSUs into 7,005 shares, and a 3,486-share disposition to cover tax withholding obligations related to that vesting event.

How many International Seaways shares did Derek G. Solon hold after these transactions?

After the reported transactions on February 26, 2026, Derek G. Solon directly held 56,989 shares of International Seaways common stock. This balance reflects the RSU vesting, related share settlement, and shares withheld for tax obligations as detailed in the Form 4 filing.

What was the purpose of the 3,486 INSW shares disposed in the Form 4?

The 3,486 shares of International Seaways common stock were withheld by the company to pay Derek G. Solon’s tax withholding liability arising from the vesting of his performance restricted stock units. This tax-withholding disposition did not represent an open-market sale transaction.

Which INSW equity plan governed Derek G. Solon’s vested performance RSUs?

The vested performance restricted stock units were granted under the International Seaways, Inc. 2020 Management Incentive Compensation Plan. Units granted on March 8, 2023 vested on February 26, 2026 and were settled in shares of common stock as described in the Form 4 footnotes.

When did Derek G. Solon’s performance restricted stock units vest and settle into INSW shares?

The performance restricted stock units vested on February 26, 2026 and were settled in International Seaways common stock on the same date. The Form 4 explains that 5,338 vested units were converted into 7,005 shares, with a portion withheld to cover tax obligations.