INSW (INSW) senior vice president exercises stock options and updates share holdings

Rhea-AI Filing Summary

International Seaways, Inc. senior vice president Solon Derek G. exercised stock options and had shares withheld for taxes. On February 6, 2026, he exercised options for 3,673 shares at $21.93 and 9,324 shares at $21.58 per share. The company then withheld 2,490 and 6,430 shares of common stock at $61.06 per share to cover the aggregate exercise price and related tax withholding, using a net share settlement method. After these transactions, he directly owned 53,470 shares of International Seaways 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^*

Solon Derek G.

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M(1)		3,673	A	$21.93(1)	53,066	D
Common Stock, no par value per share	02/06/2026		F(2)		2,490	D	$61.06(2)	50,576	D
Common Stock, no par value per share	02/06/2026		M(1)		9,324	A	$21.58(1)	59,900	D
Common Stock, no par value per share	02/06/2026		F(2)		6,430	D	$61.06(2)	53,470	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	02/06/2026		M(1)			3,673	04/02/2023(3)	04/02/2030	Common Stock(2)	3,673	(2)	0(3)	D
Stock Option (Right to Buy)	$21.58	02/06/2026		M(1)			9,324	03/17/2024(3)	03/17/2031	Common Stock(2)	9,324	(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	02/09/2026
	** 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).
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FAQ

What did INSW executive Solon Derek G. report in this Form 4 filing?

He reported exercising stock options for common shares and having some of those shares withheld. The withheld shares covered the option exercise cost and related tax obligations. After these transactions, he directly held 53,470 shares of International Seaways common stock.

How many International Seaways (INSW) options did the executive exercise?

He exercised stock options covering 3,673 shares at $21.93 and 9,324 shares at $21.58. These options were fully vested on their respective exercisable dates, and the exercises were completed on February 6, 2026 using a net share settlement basis.

How many INSW shares were withheld for taxes and exercise costs?

The issuer withheld 2,490 shares and 6,430 shares of common stock, both valued at $61.06 per share. These withheld shares were used to satisfy the total option exercise price and the associated tax withholding obligations arising from the February 6, 2026 exercises.

What is Solon Derek G.’s resulting INSW share ownership after these transactions?

Following the option exercises and share withholdings, he directly owned 53,470 shares of International Seaways common stock. This figure reflects his updated beneficial ownership after all reported transactions on February 6, 2026 were completed and recorded.

What does net share settlement mean in this INSW Form 4 filing?

Net share settlement means the executive exercised options and received only the net shares after covering exercise costs and taxes. Instead of paying cash, a portion of the underlying shares was withheld by the issuer to satisfy those obligations on February 6, 2026.

What role does Solon Derek G. hold at International Seaways (INSW)?

He is reported as an officer of International Seaways, serving as Senior Vice President. The Form 4 indicates he is not a director or 10% owner, and the filing reflects transactions in his capacity as a company executive.