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International Seaways (NYSE: INSW) awards time- and performance-based stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nugent William F. reported acquisition or exercise transactions in this Form 4 filing.

International Seaways, Inc. granted Senior Vice President William F. Nugent a new equity compensation package tied to time-based and performance-based vesting. He received 5,286 restricted stock units that vest in three equal annual installments, plus 5,286 performance restricted stock units measured over a three-year period using return on invested capital and relative total shareholder return metrics.

Positive

  • None.

Negative

  • None.
Insider Nugent William F.
Role Senior Vice President
Type Security Shares Price Value
Grant/Award Restricted Stock Units 5,286 $0.00 --
Grant/Award Performance Restricted Stock 5,286 $0.00 --
Holdings After Transaction: Restricted Stock Units — 5,286 shares (Direct, null); Performance Restricted Stock — 5,286 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") 5,286 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, 5,286 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.
Restricted stock units granted 5,286 units Time-based RSUs granted on June 8, 2026
PRSUs granted 5,286 units Performance restricted stock units granted on June 8, 2026
RSU vesting schedule 1/3 per year over 3 years Anniversaries of June 8, 2026 grant date
PRSUs performance period January 2, 2026 – December 31, 2028 Three-year measurement period for PRSUs
Performance factor range 50% to 150% Adjustment range applied to PRSU share outcomes
Underlying common shares per unit 1 share per unit Each RSU or PRSU represents one share of common stock
restricted stock units financial
"5,286 restricted stock units which units vest as to one-third of such units"
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
"5,286 performance restricted stock units (PRSUs)"
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
"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
"a market performance metric (total shareholder return, or TSR, relative to the TSR"
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
"relative to the TSR or a peer group or companies"
performance factor financial
"subject ... to increase or decrease pursuant to a performance factor that may range from 50% to 150%"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Nugent William F.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)$006/08/2026(1)A(1)5,286(1) (1) (1)Common Stock(1)5,286(1)(1)5,286(1)D
Performance Restricted Stock(2)(3)$006/08/2026(2)(3)A(2)(3)5,286(2)(3) (2)(3) (2)(3)Common Stock(2)(3)5,286(2)(3)(2)(3)5,286(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") 5,286 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, 5,286 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, Attorney-in-Fact, pursuant to power of attorney previously filed06/10/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did INSW grant to William F. Nugent?

International Seaways granted William F. Nugent 5,286 restricted stock units and 5,286 performance restricted stock units. These awards are part of the 2025 Management Incentive Plan and represent compensation rather than open-market share purchases or sales.

How do the INSW restricted stock units granted to Nugent vest?

The 5,286 restricted stock units vest in three equal installments on the first, second, and third anniversaries of the June 8, 2026 grant date. Each vested unit represents the right to receive one share of common stock or cash, net of tax withholdings.

What performance period applies to Nugent’s INSW performance restricted stock units?

The 5,286 performance restricted stock units use a three-year performance period from January 2, 2026 through December 31, 2028. Vesting depends on operating and market performance metrics assessed after the Compensation Committee certifies results.

Which metrics determine vesting of INSW performance restricted stock units?

Vesting depends on return on invested capital and relative total shareholder return versus a peer group. Each metric governs half of the 5,286 granted units, and outcomes can adjust the final share count based on the performance factor range.

How can the number of INSW shares from Nugent’s PRSUs change?

The performance restricted stock units assume 100% achievement for the stated 5,286 units, but the performance factor can range from 50% to 150%. This means the final shares delivered may be reduced or increased if minimum thresholds and higher performance levels are met.

Will Nugent receive INSW shares or cash when his units vest?

Upon vesting, Nugent may receive either shares of International Seaways common stock or cash. The Human Resources and Compensation Committee decides the settlement form, and the amount is reduced by shares withheld for taxes and other required withholdings.