01/16/2026 | Press release | Distributed by Public on 01/16/2026 17:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units(2) | $ 0 | 07/03/2025(2) | A(2) | 2,715(2) | (2) | (2) | Common Stock(2) | 2,715(2) | (2) | 2,715(2) | D | ||||
| Performance Restricted Stock(3)(4) | $ 0 | 07/03/2025(3)(4) | A(3)(4) | 2,714(3)(4) | (3)(4) | (3)(4) | Common Stock(3)(4) | 2,714(3)(4) | (3)(4) | 2,714(3)(4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Grillo Debra C/O INTERNATIONAL SEAWAYS, INC. 600 THIRD AVENUE, 39TH FLOOR NEW YORK, NY 10016 |
Treasurer | |||
| /s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed | 01/16/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These 1,944 shares of Common Stock are being acquired in connection with the vesting of 1,944 restricted stock units on October 24, 2025 pursuant to the International Seaways, Inc. 2020 Management Incentive Compensation Plan (the "2020 Plan") which vested units are being settled in shares of Common Stock. The 1,944 restricted stock units were granted on April 24, 2024. In connection with the vesting of the 1,944 units, 759 shares are being withheld by International Seaways, Inc. in partial payment of the Reporting Person's tax withholding liability incurred as a result of the vesting of the units. This Form 4 is being filed late due to administrative oversight. |
| (2) | On July 3, 2025, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan (the "2025 Plan") 2,715 restricted stock units which units vest as to one-third of such units on each of the first, second and third anniversaries of the date of the grant. Each unit represents the right to acquire one share of Common Stock. Settlement of vested units which may be in either shares of Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion, and will be net of any shares deducted for applicable taxes and other withholdings. |
| (3) | On July 3, 2025, INSW granted the Reporting Person pursuant to the 2025 Plan, 2,714 performance restricted stock units (PRSUs). Achievement under the PRSUs will be measured using an operating performance metric (return on invested capital, or ROIC) and a market performance metric (total shareholder return, or TSR, relative to the TSR of a peer group or companies), in each case measured over the three-year period beginning on January 2, 2025 and ending on December 31, 2027. Each metric relates to half of the PRSUs granted. |
| (4) | These PRSUs represent the right to receive an equivalent number of shares of INSW Common Stock (net of any shares deducted for applicable taxes and other withholdings) if and when the PRSUs vest, assuming a performance factor of 100% achievement. The PRSU grants are subject (so long as at least the minimum performance threshold is achieved) to increase or decrease pursuant to a performance factor that may range from 50% to 150%. The number of shares vesting, if any, will be reported after the Compensation Committee of the Issuer's Board of Directors certifies the achievement of the applicable performance metric following the end of the measurement period. |