INSW (INSW) CEO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

International Seaways, Inc. President & CEO Lois K. Zabrocky reported routine equity compensation activity tied to restricted stock units. On March 12, 2026, 14,100 restricted stock units vested and were settled in shares of common stock under the company’s 2020 Management Incentive Compensation Plan.

In connection with this vesting, 7,086 common shares were withheld by International Seaways to cover the CEO’s tax withholding obligations. The filing also shows related dispositions to the issuer and an internal reclassification entry, leaving the CEO with 207,467 common shares and 28,200 restricted stock units directly held after the 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^*

Zabrocky Lois K

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		J(1)		14,100(1)	A	(1)	214,553	D
Common Stock, no par value per share	03/12/2026		F(1)		7,086(1)	D	(1)	207,467	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	03/12/2026		D(2)			14,100(2)	(2)	(2)	Common Stock(2)	14,100(2)	(2)	28,200(2)	D

Explanation of Responses:

1. These 14,100 shares of Common Stock are being acquired in connection with the vesting of 14,100 restricted stock units on March 12, 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 7,086 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 14,100 restricted stock units vested on March 12, 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	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did International Seaways (INSW) report for its CEO?

International Seaways reported that CEO Lois K. Zabrocky had 14,100 restricted stock units vest and settle into common shares. These awards were granted under the 2020 Management Incentive Compensation Plan and represent routine equity compensation rather than open-market stock purchases or sales.

How many INSW shares were withheld for taxes in this Form 4 filing?

The filing shows that 7,086 shares of International Seaways common stock were withheld to satisfy the CEO’s tax withholding obligations. This tax-related share withholding is not an open-market sale, but a standard mechanism to cover tax liabilities when stock awards vest.

Did the INSW CEO buy or sell shares on the open market in this Form 4?

No open-market purchases or sales are reported. The transactions reflect vesting of 14,100 restricted stock units into common shares, an internal reclassification entry, and 7,086 shares withheld by the company for taxes, rather than discretionary market trading activity by the CEO.

What are the CEO’s INSW share holdings after these Form 4 transactions?

After the reported transactions, CEO Lois K. Zabrocky directly holds 207,467 shares of International Seaways common stock and 28,200 restricted stock units. These figures show her ongoing equity stake in the company following the vesting, reclassification, and tax withholding events disclosed.

What does the Form 4 say about International Seaways’ 2020 Management Incentive Plan?

The Form 4 notes that the 14,100 restricted stock units vested under International Seaways’ 2020 Management Incentive Compensation Plan. Upon vesting on March 12, 2026, those units were settled in shares of common stock, illustrating how the plan delivers equity-based compensation to executives.