INSW (INSW) insider James Small reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

International Seaways, Inc. executive James D. Small III reported equity award vesting and related share movements. On February 26, 2026, 6,900 performance restricted stock units vested under the company’s 2020 Management Incentive Compensation Plan and are being settled in shares of common stock.

In connection with this vesting, 9,056 shares of common stock were acquired and 4,930 shares were withheld by International Seaways, Inc. to cover the reporting person’s tax withholding liability. After these transactions, Small directly owns 56,376 shares of common stock.

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^*

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)
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)		9,056(1)	A	(1)	61,306	D
Common Stock, no par value per share	02/26/2026		F(1)		4,930(1)	D	(1)	56,376	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)			6,900(2)	(2)	(2)	Common Stock(2)	9,056(2)	(2)	0(2)	D

Explanation of Responses:

1. These 9,056 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 6,900 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, 4,930 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	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did INSW executive James D. Small III report?

James D. Small III reported vesting of 6,900 performance restricted stock units, settled in common shares. He acquired 9,056 shares of International Seaways, Inc. common stock, with 4,930 shares withheld by the company to satisfy tax withholding obligations related to the vesting.

How many International Seaways (INSW) shares does James D. Small III now hold?

After the reported transactions, James D. Small III directly holds 56,376 shares of International Seaways, Inc. common stock. This reflects the vesting and settlement of performance restricted stock units and the share withholding for tax obligations on February 26, 2026.

What equity awards vested for INSW’s James D. Small III on February 26, 2026?

On February 26, 2026, 6,900 performance restricted stock units granted on March 8, 2023 under International Seaways, Inc.’s 2020 Management Incentive Compensation Plan vested. These units are being settled in shares of common stock as disclosed in the Form 4 footnotes.

Why were 4,930 INSW shares withheld in James D. Small III’s Form 4?

International Seaways, Inc. withheld 4,930 shares of common stock to pay James D. Small III’s tax withholding liability arising from the vesting of his performance restricted stock units. This withholding is reported as a disposition to the issuer for tax purposes.

What does the Form 4 code F mean in the INSW filing for James D. Small III?

In this Form 4, transaction code F indicates payment of tax liability by delivering securities. For James D. Small III, 4,930 shares of International Seaways, Inc. common stock were withheld by the issuer to cover taxes related to the vesting of restricted stock units.