INSW (INSW) CEO Lois Zabrocky exercises options, uses shares to cover taxes

Rhea-AI Filing Summary

International Seaways, Inc. President & CEO Lois K. Zabrocky reported option-related transactions in company stock. She exercised stock options covering 18,901 shares, converting them into an equal number of common shares at an exercise price of $21.58 per share. The filing shows the options were exercised on a net share settlement basis, with the company withholding 12,692 shares at a value of $64.42 per share to cover the aggregate exercise price and related tax obligations. After these transactions, Zabrocky directly owned 184,630 common shares, and the filing notes that 100% of the options were vested on the exercise date.

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^*

Zabrocky Lois K

(Last) (First) (Middle)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M(1)		18,901	A	$21.58(1)	197,322	D
Common Stock, no par value per share	02/17/2026		F(2)		12,692	D	$64.42(2)	184,630	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
Stock Option (Right to Buy)	$21.58	02/17/2026		M(1)			18,901	03/17/2024(3)	03/17/2031	Common Stock(2)	18,901	(2)	0(3)	D

Explanation of Responses:

1. These stock options were exercised on a net share settlement basis.

2. Represents the number of shares withheld by the Issuer to satisfy (i) the aggregate exercise price for the options and (ii) withholding taxes related to such exercise.

3. 100% of these options were vested on the date exercisable date.

	/s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed	02/18/2026
	** 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 did INSW CEO Lois Zabrocky report in this Form 4 filing?

Lois Zabrocky reported exercising stock options into 18,901 International Seaways common shares. The transaction was handled as a net share settlement, with some shares withheld by the company to cover the option exercise price and associated tax liabilities.

How many International Seaways (INSW) shares did the CEO acquire through option exercise?

The CEO acquired 18,901 INSW common shares through the exercise of stock options. These options were fully vested on the exercise date, converting derivative rights into directly held common stock in a single transaction on February 17, 2026.

Why were 12,692 INSW shares disposed of in this Form 4?

The 12,692 INSW shares were withheld by the issuer to pay the exercise price and related withholding taxes. This is classified as a tax-withholding disposition (code F), not an open-market sale initiated for investment or trading purposes by the CEO.

What is Lois Zabrocky’s direct share ownership in INSW after these transactions?

After the option exercise and tax-withholding disposition, Lois Zabrocky directly owned 184,630 International Seaways common shares. This figure reflects her updated direct ownership following the net share settlement structure used for the transaction.

Were the stock options exercised by the INSW CEO fully vested?

Yes, the filing states that 100% of the stock options were vested on the exercise date. This means all 18,901 options were already earned and exercisable when Lois Zabrocky converted them into INSW common shares.

Did the INSW CEO buy or sell shares on the open market in this Form 4?

The Form 4 does not show open-market buys or sells. It reports an option exercise and a tax-withholding disposition, where the company withheld shares to cover the exercise price and taxes, rather than discretionary market transactions.