Equity awards vest for International Seaways (INSW) SVP with tax-share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

International Seaways, Inc. insider William F. Nugent, a Senior Vice President, reported equity award activity on February 26, 2026. A block of 5,338 performance restricted stock units vested from a grant originally awarded on March 8, 2023 under the company’s 2020 Management Incentive Compensation Plan.

The vested units were settled in 7,005 shares of common stock, increasing Nugent’s direct common stock holdings to 65,757 shares before tax withholding. To cover the tax liability from this vesting, 3,602 shares of common stock were disposed of to International Seaways through a tax-withholding transaction, leaving Nugent with 62,155 directly owned shares afterward.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Nugent William F.

Role Senior Vice President

Type	Security	Shares	Price	Value
Disposition	Performance Restricted Stock Units	5,338	$0.00	--
Other	Common Stock, no par value per share	7,005	$0.00	--
Tax Withholding	Common Stock, no par value per share	3,602	$0.00	--

Holdings After Transaction: Performance Restricted Stock Units — 0 shares (Direct); Common Stock, no par value per share — 65,757 shares (Direct)

Footnotes (1)

These 7,005 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 5,338 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, 3,602 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 →

03/02/2026 - 08:17 PM

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

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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^*

Nugent William F.

(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)
	Senior Vice President

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)
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	02/26/2026		J⁽¹⁾		7,005⁽¹⁾	A	⁽¹⁾	65,757	D
Common Stock, no par value per share	02/26/2026		F⁽¹⁾		3,602⁽¹⁾	D	⁽¹⁾	62,155	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)
Performance Restricted Stock Units⁽²⁾	$0	02/26/2026		D⁽²⁾			5,338⁽²⁾	⁽²⁾	⁽²⁾	Common Stock⁽²⁾	7,005⁽²⁾	⁽²⁾	0⁽²⁾	D

Explanation of Responses:

1. These 7,005 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 5,338 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, 3,602 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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Source: View Original Filing on SEC EDGAR

FAQ

What did International Seaways (INSW) executive William F. Nugent report on this Form 4?

William F. Nugent reported the vesting and settlement of performance restricted stock units into common shares, along with related tax-withholding transactions. These changes reflect routine equity compensation activity rather than open-market buying or selling of International Seaways (INSW) stock.

How many International Seaways (INSW) performance restricted stock units vested for William F. Nugent?

A total of 5,338 performance restricted stock units vested for William F. Nugent. These units were originally granted on March 8, 2023 and, upon vesting on February 26, 2026, were settled in shares of International Seaways (INSW) common stock under the company’s 2020 incentive plan.

How many International Seaways (INSW) common shares did Nugent receive and retain after vesting?

The vesting of the units was settled in 7,005 shares of International Seaways (INSW) common stock. After 3,602 shares were withheld to satisfy tax obligations, Nugent’s directly owned common stock position stood at 62,155 shares following these compensation-related transactions.

What was the purpose of the 3,602 International Seaways (INSW) shares disposed of on this Form 4?

The 3,602 shares were withheld by International Seaways (INSW) to cover William F. Nugent’s tax withholding liability from the vesting of his performance restricted stock units. This is a non-open-market, tax-withholding disposition typically used to meet tax obligations on equity awards.

Did William F. Nugent conduct any open-market buy or sell transactions in International Seaways (INSW) stock?

The reported transactions do not involve open-market purchases or sales. Instead, they reflect equity award vesting, share issuance, and tax-withholding dispositions. All activity is tied to International Seaways (INSW) compensation arrangements rather than discretionary market trading by Nugent.

Which compensation plan governed the International Seaways (INSW) awards reported by Nugent?

The awards were granted under the International Seaways, Inc. 2020 Management Incentive Compensation Plan. The vested performance restricted stock units, originally granted on March 8, 2023, were settled in common shares when they vested on February 26, 2026, as disclosed in the Form 4 footnotes.