Debra Grillo - 03 Jul 2025 Form 4 Insider Report for International Seaways, Inc. (INSW)

Role
Treasurer
Signature
/s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed
Issuer symbol
INSW
Transactions as of
03 Jul 2025
Net transactions value
$0
Form type
4
Filing time
16 Jan 2026, 18:03:13 UTC
Previous filing
06 Mar 2025
Next filing
10 Mar 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Grillo Debra Treasurer C/O INTERNATIONAL SEAWAYS, INC., 600 THIRD AVENUE, 39TH FLOOR, NEW YORK /s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed 16 Jan 2026 0002059275

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INSW Common Stock Other +1,944 +500% 2,333 24 Oct 2025 Direct F1
transaction INSW Common Stock Tax liability -759 -33% 1,574 24 Oct 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction INSW Restricted Stock Units Award +2,715 2,715 03 Jul 2025 Common Stock 2,715 $0.000000 Direct F2
transaction INSW Performance Restricted Stock Award +2,714 2,714 03 Jul 2025 Common Stock 2,714 $0.000000 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.