International Seaways (INSW) grants RSUs and PRSUs to its treasurer

Rhea-AI Filing Summary

Grillo Debra reported acquisition or exercise transactions in this Form 4 filing.

International Seaways, Inc. reported a Form 4 showing equity compensation grants to its Treasurer, Debra Grillo, under the company’s 2025 Management Incentive Plan. She received 1,479 restricted stock units that vest in equal one‑third installments on the first, second and third anniversaries of the March 10, 2026 grant date.

Grillo was also granted 1,478 performance restricted stock units, tied 50/50 to return on invested capital and relative total shareholder return over the period from January 2, 2026 through December 31, 2028. The performance payout factor can range from 50% to 150% of the target amount, with settled value delivered in shares or cash, net of tax withholdings.

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)
03/10/2026

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

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	03/10/2026(1)		A(1)		1,479(1)		(1)	(1)	Common Stock(1)	1,479(1)	(1)	1,479(1)	D
Performance Restricted Stock(2)(3)	$0	03/10/2026(2)(3)		A(2)(3)		1,478(2)(3)		(2)(3)	(2)(3)	Common Stock(2)(3)	1,478(2)(3)	(2)(3)	1,478(2)(3)	D

Explanation of Responses:

1. On March 10, 2026, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan ("the "2025 Plan") 1,479 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 March 10, 2026, INSW granted the Reporting Person pursuant to the 2025 Plan, 1,478 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 of 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, Attorney-in-Fact, pursuant to power of attorney previously filed	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What did International Seaways (INSW) Treasurer Debra Grillo report on this Form 4?

Debra Grillo reported receiving equity compensation awards from International Seaways. She was granted 1,479 time‑based restricted stock units and 1,478 performance restricted stock units under the 2025 Management Incentive Plan, both settled in common stock or cash, net of applicable tax withholdings.

What are the vesting terms of Debra Grillo’s 1,479 restricted stock units at INSW?

The 1,479 restricted stock units vest in three equal installments over three years. One‑third of the units vest on each of the first, second, and third anniversaries of the March 10, 2026 grant date, subject to the plan’s standard conditions and applicable tax withholdings.

How are the 1,478 performance restricted stock units for INSW’s Treasurer structured?

The 1,478 performance restricted stock units are tied to operating and market performance. Half are measured by return on invested capital and half by relative total shareholder return, with a performance factor ranging from 50% to 150% determining the final number of shares that vest.

Over what period are performance metrics measured for Debra Grillo’s PRSUs at INSW?

The performance period for the PRSUs runs from January 2, 2026 through December 31, 2028. After that three‑year window, the Compensation Committee will certify performance against the ROIC and TSR metrics before determining how many performance units vest, if any.

Does this INSW Form 4 show Debra Grillo buying or selling shares on the open market?

No, the Form 4 shows compensation awards rather than open‑market trades. The reported transactions are grants of restricted stock units and performance restricted stock units at a price of $0.00 per unit, reflecting incentive compensation, not discretionary buying or selling of common stock.

How will Debra Grillo’s INSW restricted stock and PRSU awards be settled at vesting?

Each vested unit represents the right to receive one share of International Seaways common stock or an equivalent cash amount. Settlement will be determined by the Human Resources and Compensation Committee and will be delivered net of any shares deducted for applicable taxes and withholdings.