Susan Allan - 22 Mar 2024 Form 4 Insider Report for OVERSEAS SHIPHOLDING GROUP INC

Footnote F1

Represents vesting of final installment of restricted stock units granted on March 23, 2021 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. The units vest as to one-third of the units granted on the first, second and third anniversaries of the date of grant. Each unit represents the right to acquire one share of OSG Class A Common Stock.

Footnote F2

Represents shares of Class A Common Stock withheld by the registrant in payment of the reporting person's tax withholding liability incurred as a result of the vesting of the Restricted Stock Units and Performance Restricted Stock Units.

Footnote F3

These restricted stock units were granted on March 24, 2022 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.

Footnote F4

These restricted stock units were granted on March 23, 2023 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.

Footnote F5

Represents vesting of an installment of restricted stock units that were granted on March 24, 2022 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management. The units vest as to 20% of the units granted on the first anniversary, 30% on the second anniversary and 50% on the third anniversary, respectfully, of the date of grant. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.

Footnote F6

These restricted stock units were granted on March 22, 2024 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest on December 31, 2026 (the end of the three-year performance period). Each unit represents the right to acquire one share of Class A Common Stock, subject to the satisfaction of the applicable performance goal. Settlement of the vested units may be in either shares of Class A Common Stock or cash, as determined by the Human Resources and Compensation Committee of the Board in its discretion.

Footnote F7

These restricted stock units were granted on March 22, 2024 pursuant to the Overseas Shipholding Group, Inc. 2019 Incentive Compensation Plan for Management and vest as to one third of such units on each of the first, second and the third anniversaries of the date of grant. Each unit represents the right to acquire one share of Class A Common Stock. Settlement of vested units may be in either shares of Class A Common Stock or cash as determined by the Human Resources and Compensation Committee of the Board in its discretion.