INSW (INSW) CFO reports RSU vesting, share issuance and tax withholding

Rhea-AI Filing Summary

International Seaways, Inc. SVP & CFO Jeffrey Pribor reported equity award activity tied to performance restricted stock units. On February 26, 2026, 10,572 performance RSUs vested and were disposed to the issuer, and 13,875 shares of common stock were issued upon settlement. Of these, 7,062 shares were withheld by the company to cover tax withholding, leaving Pribor with 90,276 shares of common stock held directly after these transactions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Pribor Jeffrey

Role SVP & CFO

Type	Security	Shares	Price	Value
Disposition	Performance Restricted Stock Units	10,572	$0.00	--
Other	Common Stock, no par value per share	13,875	$0.00	--
Tax Withholding	Common Stock, no par value per share	7,062	$0.00	--

Holdings After Transaction: Performance Restricted Stock Units — 0 shares (Direct); Common Stock, no par value per share — 97,338 shares (Direct)

Footnotes (1)

1. These 13,875 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 10,572 performance restricted stock units granted on March 8, 2023 pursuant to 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, 7,062 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. These performance restricted stock units vested on February 26, 2026 and are being settled in shares of Common Stock as reported in Table I of this Form 4.

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

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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^*

Pribor Jeffrey

(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)
	SVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		J(1)		13,875(1)	A	(1)	97,338	D
Common Stock, no par value per share	02/26/2026		F(1)		7,062(1)	D	(1)	90,276	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
Performance Restricted Stock Units(2)	$0	02/26/2026		D(2)			10,572(2)	(2)	(2)	Common Stock(2)	13,875(2)	(2)	0(2)	D

Explanation of Responses:

1. These 13,875 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 10,572 performance restricted stock units granted on March 8, 2023 pursuant to 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, 7,062 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 performance restricted stock units vested on February 26, 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	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did INSW CFO Jeffrey Pribor report on this Form 4?

Jeffrey Pribor reported vesting of 10,572 performance restricted stock units on February 26, 2026. These units were settled into 13,875 shares of common stock, with 7,062 shares withheld by International Seaways, Inc. to satisfy tax withholding obligations tied to the vesting event.

How many INSW common shares did the CFO receive from the vested performance RSUs?

The CFO received 13,875 shares of International Seaways, Inc. common stock upon settlement of vested performance restricted stock units. These shares arose from 10,572 performance RSUs granted on March 8, 2023 under the 2020 Management Incentive Compensation Plan and vested on February 26, 2026.

Why were 7,062 INSW shares withheld in Jeffrey Pribor’s Form 4 filing?

7,062 shares of International Seaways, Inc. common stock were withheld to pay the reporting person’s tax withholding liability from the RSU vesting. Instead of paying cash, the company retained these shares, a common method to cover income and payroll taxes on equity compensation.

What happened to the 10,572 performance restricted stock units reported by INSW’s CFO?

The 10,572 performance restricted stock units vested on February 26, 2026 and were disposed to International Seaways, Inc. as they were settled in common shares. The vesting and share settlement are documented as derivative and non-derivative transactions within this Form 4 filing.

How many International Seaways (INSW) shares does the CFO hold after these transactions?

Following the reported transactions, Jeffrey Pribor directly owns 90,276 shares of International Seaways, Inc. common stock. This figure reflects issuance of 13,875 shares upon RSU settlement and the withholding of 7,062 shares for taxes, as detailed in the Form 4 tables and footnotes.

Does this INSW Form 4 show open-market buying or selling by the CFO?

The Form 4 does not report open-market purchases or sales. Instead, it reflects an RSU vesting, settlement into common shares, a disposition of units to the issuer, and a tax-withholding share disposition, all related to the company’s 2020 Management Incentive Compensation Plan.