International Seaways (INSW) awards RSUs and PRSUs to senior executive

Rhea-AI Filing Summary

Small James D III reported acquisition or exercise transactions in this Form 4 filing.

International Seaways, Inc. granted equity-based compensation to its Chief Accounting Officer, Senior Vice President, Secretary and General Counsel, James D. Small III. On June 8, 2026, he received 5,436 restricted stock units that vest in three equal installments on the first, second, and third anniversaries of the grant date.

He was also granted 5,436 performance restricted stock units tied to operating and market performance over a three-year period from January 2, 2026 to December 31, 2028. These performance units can ultimately settle in shares of common stock or cash, net of any shares deducted for applicable taxes and other withholdings, with the final number adjusted based on achievement between 50% and 150% of target performance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Small James D III

Role CAO,SVP,Sec. & General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5,436	$0.00	--
Grant/Award	Performance Restricted Stock	5,436	$0.00	--

Holdings After Transaction: Restricted Stock Units — 5,436 shares (Direct, null); Performance Restricted Stock — 5,436 shares (Direct, null)

Footnotes (1)

1. On June 8, 2026, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan (the "2025 Plan") 5,436 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. On June 8, 2026, INSW granted the Reporting Person pursuant to the 2025 Plan, 5,436 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 or a peer group or companies), in each case measured over the three-year period beginning on January 2, 2026 and ending on December 31, 2028. Each metric relates to half of the PRSUs granted. 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.

Key Figures

Restricted stock units granted: 5,436 units Performance RSUs granted: 5,436 units Time-based RSU vesting period: 3 years +3 more

6 metrics

Restricted stock units granted 5,436 units Granted June 8, 2026 under 2025 Management Incentive Plan

Performance RSUs granted 5,436 units PRSUs granted June 8, 2026 under 2025 Plan

Time-based RSU vesting period 3 years One-third vests on each of first three anniversaries of grant

PRSU performance period Jan 2, 2026–Dec 31, 2028 Three-year measurement period for ROIC and relative TSR

PRSU performance factor range 50%–150% Range used to adjust shares vesting, assuming threshold met

RSU settlement price per unit $0.00 Grant/award acquisition with no cash paid per unit

Key Terms

restricted stock units, performance restricted stock units, return on invested capital, total shareholder return, +1 more

5 terms

restricted stock units financial

"INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan 5,436 restricted stock units which units vest..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance restricted stock units financial

"INSW granted the Reporting Person pursuant to the 2025 Plan, 5,436 performance restricted stock units (PRSUs). Achievement under the PRSUs will be measured..."

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

return on invested capital financial

"Achievement under the PRSUs will be measured using an operating performance metric (return on invested capital, or ROIC)..."

A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.

total shareholder return financial

"and a market performance metric (total shareholder return, or TSR, relative to the TSR or a peer group or companies)..."

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

peer group financial

"total shareholder return, or TSR, relative to the TSR or a peer group or companies, in each case measured over the three-year period..."

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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 NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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(1)	$0	06/08/2026(1)		A(1)		5,436(1)		(1)	(1)	Common Stock(1)	5,436(1)	(1)	5,436(1)	D
Performance Restricted Stock(2)(3)	$0	06/08/2026(2)(3)		A(2)(3)		5,436(2)(3)		(2)(3)	(2)(3)	Common Stock(2)(3)	5,436(2)(3)	(2)(3)	5,436(2)(3)	D

Explanation of Responses:

1. On June 8, 2026, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan (the "2025 Plan") 5,436 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.

2. On June 8, 2026, INSW granted the Reporting Person pursuant to the 2025 Plan, 5,436 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 or a peer group or companies), in each case measured over the three-year period beginning on January 2, 2026 and ending on December 31, 2028. Each metric relates to half of the PRSUs granted.

3. 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	06/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did International Seaways (INSW) grant to James D. Small III?

International Seaways granted James D. Small III 5,436 restricted stock units and 5,436 performance restricted stock units. These awards give him rights to receive common stock or cash over time, subject to vesting, performance conditions, and tax withholdings.

How do the new INSW restricted stock units for James D. Small III vest?

The 5,436 restricted stock units vest in three equal installments. One-third of the units vest on each of the first, second, and third anniversaries of the June 8, 2026 grant date, assuming continued eligibility under the company’s 2025 Management Incentive Plan.

What performance metrics affect the INSW performance restricted stock units granted?

The 5,436 performance restricted stock units use return on invested capital and relative total shareholder return as metrics. Each metric applies to half the grant over a three-year period from January 2, 2026 through December 31, 2028, determining ultimate vesting levels.

Over what period are International Seaways’ performance restricted stock units measured?

The performance period runs from January 2, 2026 through December 31, 2028. During this three-year span, International Seaways evaluates operating performance and market performance to determine how many performance restricted stock units ultimately vest for the reporting person.

Can the number of INSW performance restricted stock units that vest change from the initial grant?

Yes. The PRSU grants are subject to a performance factor ranging from 50% to 150%. Assuming at least the minimum threshold is met, final shares delivered can be reduced or increased from the 5,436 target units based on certified performance achievement.

How will the INSW restricted and performance units be settled for James D. Small III?

Each unit represents the right to receive one share of International Seaways common stock or cash. Settlement is determined by the Human Resources and Compensation Committee and occurs net of any shares deducted to cover applicable taxes and other withholdings.