International Seaways (NYSE: INSW) treasurer reports RSU and PRSU grants

Rhea-AI Filing Summary

International Seaways, Inc. treasurer Debra Grillo reported multiple equity compensation events. On October 24, 2025, 1,944 restricted stock units granted on April 24, 2024 under the 2020 Management Incentive Compensation Plan vested and were settled in 1,944 shares of common stock, with 759 of those shares withheld by the company to cover tax obligations, leaving 1,574 shares directly owned after the transaction. The Form 4 notes it was filed late due to administrative oversight.

Separately, on July 3, 2025, Grillo received 2,715 restricted stock units under the 2025 Management Incentive Plan, vesting in three equal annual installments, each unit representing one share of common stock or cash on settlement, net of tax withholdings. On the same date she was granted 2,714 performance restricted stock units, which may convert into the same number of shares depending on return on invested capital and relative total shareholder return performance from January 2, 2025 through December 31, 2027, with the payout factor ranging from 50% to 150% of the target amount.

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^*

Grillo Debra

(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)
	Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	10/24/2025		J(1)		1,944(1)	A	(1)	2,333	D
Common Stock	10/24/2025		F(1)		759(1)	D	(1)	1,574	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	07/03/2025(2)		A(2)		2,715(2)		(2)	(2)	Common Stock(2)	2,715(2)	(2)	2,715(2)	D
Performance Restricted Stock(3)(4)	$0	07/03/2025(3)(4)		A(3)(4)		2,714(3)(4)		(3)(4)	(3)(4)	Common Stock(3)(4)	2,714(3)(4)	(3)(4)	2,714(3)(4)	D

Explanation of Responses:

1. These 1,944 shares of Common Stock are being acquired in connection with the vesting of 1,944 restricted stock units on October 24, 2025 pursuant to the International Seaways, Inc. 2020 Management Incentive Compensation Plan (the "2020 Plan") which vested units are being settled in shares of Common Stock. The 1,944 restricted stock units were granted on April 24, 2024. In connection with the vesting of the 1,944 units, 759 shares are being withheld by International Seaways, Inc. in partial payment of the Reporting Person's tax withholding liability incurred as a result of the vesting of the units. This Form 4 is being filed late due to administrative oversight.

2. On July 3, 2025, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan (the "2025 Plan") 2,715 restricted stock units which units vest as to one-third of such units on each of the first, second and third anniversaries of the date of the grant. Each unit represents the right to acquire one share of Common Stock. Settlement of vested units which may be in either shares of Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion, and will be net of any shares deducted for applicable taxes and other withholdings.

3. On July 3, 2025, INSW granted the Reporting Person pursuant to the 2025 Plan, 2,714 performance restricted stock units (PRSUs). Achievement under the PRSUs will be measured using an operating performance metric (return on invested capital, or ROIC) and a market performance metric (total shareholder return, or TSR, relative to the TSR of a peer group or companies), in each case measured over the three-year period beginning on January 2, 2025 and ending on December 31, 2027. Each metric relates to half of the PRSUs granted.

4. These PRSUs represent the right to receive an equivalent number of shares of INSW Common Stock (net of any shares deducted for applicable taxes and other withholdings) if and when the PRSUs vest, assuming a performance factor of 100% achievement. The PRSU grants are subject (so long as at least the minimum performance threshold is achieved) to increase or decrease pursuant to a performance factor that may range from 50% to 150%. The number of shares vesting, if any, will be reported after the Compensation Committee of the Issuer's Board of Directors certifies the achievement of the applicable performance metric following the end of the measurement period.

	/s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed	01/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did INSW treasurer Debra Grillo report on this Form 4?

Debra Grillo reported the vesting and share settlement of 1,944 restricted stock units into common stock on October 24, 2025, with 759 shares withheld for taxes, and new grants on July 3, 2025 of 2,715 restricted stock units and 2,714 performance restricted stock units under International Seaways' 2025 Management Incentive Plan.

How many International Seaways (INSW) shares does Debra Grillo hold after the October 24, 2025 transaction?

After the October 24, 2025 vesting and related tax withholding, Debra Grillo is shown as directly owning 1,574 shares of International Seaways common stock.

What are the terms of the 2,715 restricted stock units granted to Debra Grillo on July 3, 2025 by INSW?

The 2,715 restricted stock units granted on July 3, 2025 under the 2025 Management Incentive Plan vest in three equal annual installments on the first, second and third anniversaries of the grant date. Each unit represents the right to receive one share of common stock or cash, with settlement net of shares deducted for taxes and other withholdings.

How do the 2,714 performance restricted stock units for INSW’s treasurer vest?

The 2,714 performance restricted stock units (PRSUs) granted on July 3, 2025 vest based on performance from January 2, 2025 to December 31, 2027. Vesting depends on two metrics: return on invested capital (ROIC) and relative total shareholder return (TSR), each applied to half of the award, with a performance factor that can adjust the payout between 50% and 150% of the target amount.

What does Debra Grillo receive if INSW’s PRSU performance targets are met?

If at least the minimum performance threshold is met, the PRSUs entitle Debra Grillo to receive an equivalent number of International Seaways common shares, net of any shares withheld for taxes. The final number of shares will be determined after the Compensation Committee certifies performance at the end of the measurement period, and can range from 50% to 150% of the initial 2,714 PRSUs.

Why were 759 INSW shares withheld from Debra Grillo upon RSU vesting?

Of the 1,944 shares issued upon RSU vesting on October 24, 2025, 759 shares were withheld by International Seaways in partial payment of Debra Grillo's tax withholding liability triggered by the vesting.

Was there any timing issue noted with this insider Form 4 for INSW?

Yes. The explanation of responses states that this Form 4 is being filed late due to administrative oversight.