INSW (INSW) CFO exercises options and has shares withheld for taxes

Rhea-AI Filing Summary

International Seaways, Inc. SVP & CFO Jeffrey Pribor exercised stock options and received common shares. He converted options into 13,171 shares of common stock at an exercise price of $21.93 per share, then had 7,965 shares withheld by the company to cover the option exercise cost and related taxes. After these transactions, he directly owned 95,482 shares of common stock.

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)
03/02/2026

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	03/02/2026		M(1)		13,171	A	$21.93(1)	103,447	D
Common Stock, no par value per share	03/02/2026		F(2)		7,965	D	$76.5(2)	95,482	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)	$21.93	03/02/2026		M(1)			13,171	04/02/2023(3)	04/02/2030	Common Stock(2)	13,171	(2)	13,171(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	03/03/2026
	** 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).
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FAQ

What insider transactions did INSW SVP & CFO Jeffrey Pribor report?

Jeffrey Pribor reported exercising stock options into 13,171 International Seaways common shares. The company then withheld 7,965 shares to cover the option exercise price and tax obligations, resulting in a net increase in his directly held share balance.

Did the INSW insider Form 4 show an open-market stock sale?

The Form 4 did not show an open-market sale. Shares classified as a disposition were withheld by the company to pay the option exercise price and related taxes, rather than sold in the open market to third-party buyers.

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

After exercising options and having shares withheld for costs and taxes, the SVP & CFO directly owns 95,482 shares of International Seaways common stock. This reflects his updated direct ownership following the reported derivative exercise and related share withholdings.

What does transaction code M mean in the INSW Form 4 filing?

Transaction code M indicates the exercise or conversion of a derivative security, such as stock options. In this case, stock options were converted into 13,171 International Seaways common shares on a net share settlement basis, as described in the Form 4 footnotes.

Why were 7,965 INSW shares classified as a disposition with code F?

Code F signifies shares used to pay the exercise price or tax liability. The 7,965 International Seaways shares were withheld by the issuer specifically to satisfy the aggregate option exercise price and associated withholding taxes, rather than being sold on the open market.