INSW CEO Zabrocky updates holdings after equity vesting and tax shares

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Form Type

Rhea-AI Filing Summary

International Seaways, Inc. President & CEO Lois K. Zabrocky reported equity compensation activity tied to performance awards. On February 26, 2026, 19,530 performance restricted stock units granted on March 8, 2023 vested and were settled in 25,632 shares of common stock under the company’s 2020 Management Incentive Compensation Plan. In connection with this vesting, 13,060 shares of common stock were withheld by International Seaways to cover her tax withholding obligation, and the vested units themselves were disposed of to the issuer. After these transactions, she directly owned 197,202 common shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Zabrocky Lois K

Role President & CEO

Type	Security	Shares	Price	Value
Disposition	Performance Restricted Stock Units	19,530	$0.00	--
Other	Common Stock, no par value per share	25,632	$0.00	--
Tax Withholding	Common Stock, no par value per share	13,060	$0.00	--

Holdings After Transaction: Performance Restricted Stock Units — 0 shares (Direct); Common Stock, no par value per share — 210,262 shares (Direct)

Footnotes (1)

These 25,632 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 19,530 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, 13,060 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 - 07:51 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

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^*

Zabrocky Lois K

(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)

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

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⁾		25,632⁽¹⁾	A	⁽¹⁾	210,262	D
Common Stock, no par value per share	02/26/2026		F⁽¹⁾		13,060⁽¹⁾	D	⁽¹⁾	197,202	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⁾			19,530⁽²⁾	⁽²⁾	⁽²⁾	Common Stock⁽²⁾	25,632⁽²⁾	⁽²⁾	0⁽²⁾	D

Explanation of Responses:

1. These 25,632 shares of Common Stock are being acquired after vesting on February 26, 2026 in connection with the vesting of 19,530 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, 13,060 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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** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did INSW CEO Lois Zabrocky report on February 26, 2026?

Lois Zabrocky reported vesting of performance restricted stock units that were settled in common shares, along with shares withheld for taxes. These administrative transactions reflect equity compensation mechanics rather than open-market buying or selling activity in International Seaways stock.

How many performance restricted stock units vested for INSW CEO Lois Zabrocky?

A total of 19,530 performance restricted stock units vested for Lois Zabrocky on February 26, 2026. These units were originally granted on March 8, 2023 under International Seaways’ 2020 Management Incentive Compensation Plan and were settled in shares of common stock at vesting.

How many INSW common shares did Lois Zabrocky receive from the vesting event?

Lois Zabrocky received 25,632 shares of International Seaways common stock when her 19,530 performance restricted stock units vested. The units were settled in shares according to the company’s equity plan, increasing her direct share holdings before tax withholding.

How many INSW shares were withheld to cover Lois Zabrocky’s tax obligations?

In connection with the vesting of the performance restricted stock units, 13,060 shares of International Seaways common stock were withheld. The company used these shares to satisfy Lois Zabrocky’s tax withholding liability arising from the vesting of the equity award.

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

Following the February 26, 2026 vesting and related tax withholding, Lois Zabrocky directly owned 197,202 shares of International Seaways common stock. This figure reflects her updated direct holdings after the settlement of vested performance units and disposition of shares for tax withholding.

Were Lois Zabrocky’s INSW transactions open-market purchases or sales?

The reported transactions were not open-market purchases or sales. They involved settlement of vested performance restricted stock units into common shares, disposition of the units to the issuer, and withholding of shares by the company to pay tax obligations related to the vesting.