INSW counsel exercises 10,187 stock options

Q: What did James D. Small III report in his INSW Form 4 filing?

He reported exercising stock options for 10,187 shares of International Seaways common stock and related share withholding for taxes. After these transactions, he directly owned 52,250 shares, all reported as common stock with no indirect ownership structures disclosed.

Q: What type of transaction is code M in the INSW Form 4 for James Small?

Transaction code M reflects an exercise or conversion of a derivative security. Here, it shows stock options converted into 10,187 shares of common stock at an exercise price of $21.58 per share, increasing his directly held common shares.

Q: Why were 7,229 INSW shares withheld in James Small’s Form 4?

The 7,229 shares were withheld by International Seaways to satisfy the option exercise price and related tax withholding. This is reported under transaction code F, which indicates payment of exercise price or tax liability by delivering shares instead of a market sale.

Q: Were James Small’s INSW option exercises fully vested at the time of exercise?

Yes. The filing notes that 100% of the options exercised were vested as of the stated exercisable date. This means all 10,187 option shares were already earned under the plan terms before being converted into common stock.

International Seaways executive James D. Small III, the company’s CAO, SVP, Secretary and General Counsel, reported equity transactions on February 11, 2026.

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Rhea-AI Filing Summary

International Seaways executive James D. Small III, the company’s CAO, SVP, Secretary and General Counsel, reported equity transactions on February 11, 2026. He exercised a stock option for 10,187 shares of common stock at $21.58 per share in a derivative conversion.

The option exercise was completed on a net share settlement basis. The issuer withheld 7,229 shares at a value of $62.87 per share to cover the aggregate exercise price and related tax withholding. Following these transactions, he directly owned 52,250 shares of International Seaways common stock.

Insider Trade Summary

10,187 shares exercised/converted

Exercise 3 txns

Insider Small James D III

Role CAO,SVP,Sec. & General Counsel

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	10,187	$0.00	$0.00
Exercise	Common Stock, no par value per share	10,187	$21.58	$220K
Exercise Price or Tax Liability	Common Stock, no par value per share	7,229	$62.87	$454K

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock, no par value per share — 52,250 shares (Direct)

Footnotes (3)

F1. These stock options were exercised on a net share settlement basis.
F2. 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.
F3. 100% of these options were vested on the date exercisable date.

FAQ

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What did James D. Small III report in his INSW Form 4 filing?

He reported exercising stock options for 10,187 shares of International Seaways common stock and related share withholding for taxes. After these transactions, he directly owned 52,250 shares, all reported as common stock with no indirect ownership structures disclosed.

What type of transaction is code M in the INSW Form 4 for James Small?

Transaction code M reflects an exercise or conversion of a derivative security. Here, it shows stock options converted into 10,187 shares of common stock at an exercise price of $21.58 per share, increasing his directly held common shares.

Why were 7,229 INSW shares withheld in James Small’s Form 4?

The 7,229 shares were withheld by International Seaways to satisfy the option exercise price and related tax withholding. This is reported under transaction code F, which indicates payment of exercise price or tax liability by delivering shares instead of a market sale.

How many International Seaways shares does James D. Small III own after these transactions?

Following the reported transactions, James D. Small III directly owned 52,250 shares of International Seaways common stock. This figure reflects the option exercise for 10,187 shares and the withholding of 7,229 shares for exercise costs and taxes on February 11, 2026.

Were James Small’s INSW option exercises fully vested at the time of exercise?

Yes. The filing notes that 100% of the options exercised were vested as of the stated exercisable date. This means all 10,187 option shares were already earned under the plan terms before being converted into common stock.

Does James D. Small III hold any INSW stock options after this Form 4?

After the reported transactions, the Form 4 shows 0 derivative securities remaining from this specific stock option grant. The entire block of 10,187 options was exercised, leaving no balance from that option award outstanding.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/13/2026 - 05:24 PM EST

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

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^*

Small James D III

(Last)

(First)

(Middle)

C/O INTERNATIONAL SEAWAYS, INC.

600 THIRD AVENUE, 39TH FLOOR

(Street)

NEW YORK

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)
	CAO,SVP,Sec. & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value per share	02/11/2026		M⁽¹⁾		10,187	A	$21.58⁽¹⁾	59,479	D
Common Stock, no par value per share	02/11/2026		F⁽²⁾		7,229	D	$62.87⁽²⁾	52,250	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$21.58	02/11/2026		M⁽¹⁾			10,187	03/17/2024⁽³⁾	03/17/2031	Common Stock⁽²⁾	10,187	⁽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	02/13/2026
	** Signature of Reporting Person	Date
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.

Source: View Original Filing on SEC EDGAR