International Seaways grants RSU and PRSU awards
Small James D III reported acquisition or exercise transactions in this Form 4 filing.
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Grant/Award: 10,872 shares
Grant/Award
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 | $0.00 |
| Grant/Award | Performance Restricted Stock | 5,436 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 5,436 contracts (Direct);
Performance Restricted Stock — 5,436 contracts (Direct)
Footnotes (3)
- F1. 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.
- F2. 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.
- F3. 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.
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..."
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
