INSW (INSW) CFO Jeffrey Pribor exercises stock options, withholds shares for taxes

Rhea-AI Filing Summary

International Seaways SVP & CFO Jeffrey Pribor reported an option exercise and related share withholding. On 02/04/2026 he exercised stock options for 15,289 shares of common stock at $17.21 per share, using a net share settlement method. To cover the aggregate exercise price and withholding taxes, 9,899 shares of common stock were withheld by the company at $58.96 per share. Following these transactions, he directly beneficially owned 84,463 shares of International Seaways common stock, and the reported stock option grant had no remaining derivative securities outstanding.

Insider Trade Summary

15,289 shares exercised/converted

Mixed 3 txns

Insider Pribor Jeffrey

Role SVP & CFO

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	15,289	$0.00	--
Exercise	Common Stock, no par value per share	15,289	$17.21	$263K
Tax Withholding	Common Stock, no par value per share	9,899	$58.96	$584K

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock, no par value per share — 94,362 shares (Direct)

Footnotes (1)

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

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

OMB APPROVAL

OMB Number:			3235-0287
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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)
02/04/2026

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	02/04/2026		M(1)		15,289	A	$17.21(1)	94,362	D
Common Stock, no par value per share	02/04/2026		F(2)		9,899	D	$58.96(2)	84,463	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)	$17.21	02/04/2026		M(1)			15,289	04/05/2022(3)	04/05/2029	Common Stock(2)	15,289	(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	02/06/2026
	** 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.

FAQ

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

Jeffrey Pribor reported exercising stock options for 15,289 shares of International Seaways common stock on 02/04/2026. The transaction converted a vested option grant into shares and was executed on a net share settlement basis according to the filing’s footnotes.

How many INSW shares did Jeffrey Pribor acquire and retain after the option exercise?

He acquired 15,289 shares through the option exercise and, after share withholding for exercise costs and taxes, directly beneficially owned 84,463 shares. This reflects his updated common stock holdings following the reported 02/04/2026 transactions.

Why were 9,899 INSW shares reported with transaction code F at $58.96?

The 9,899 shares with code F represent shares withheld by International Seaways at $58.96 per share. According to the footnotes, these shares covered the aggregate option exercise price and related withholding taxes for the 15,289-share option exercise.

What does it mean that the INSW stock options were exercised on a net share settlement basis?

Net share settlement means the options were exercised without paying cash; instead, some shares were withheld. For this transaction, the company withheld 9,899 shares to satisfy the exercise price and tax obligations, delivering the remaining shares to the insider.

Were the INSW stock options fully vested when Jeffrey Pribor exercised them?

Yes. The filing states that 100% of the options were vested on the date they became exercisable. The exercised options, with an exercise price of $17.21 per share, were therefore fully vested when exercised on 02/04/2026.

How many INSW derivative securities remain after this Form 4 transaction?

After the option exercise reported on 02/04/2026, the filing shows zero derivative securities remaining from this specific stock option grant. The 15,289 underlying common shares were fully exercised and are no longer outstanding as options.