CAPITAL STOCK AND STOCK COMPENSATION

12 Months Ended

Dec. 31, 2025

CAPITAL STOCK AND STOCK COMPENSATION [Abstract]

NOTE 11 — CAPITAL STOCK AND STOCK COMPENSATION:

Rights Agreement

On May 8, 2022, the Company entered into a shareholder rights plan in the form of a Rights Agreement (the “Rights Agreement”), dated as of May 8, 2022, between the Company and Computershare Trust Company, N.A., as rights agent. The Rights Agreement was approved by the Company’s Board of Directors. In connection with the Rights Agreement, the Company’s Board of Directors authorized and declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, no par value, of the Company. The dividend was payable on May 19, 2022 to stockholders of record at the close of business on such date. While the Rights Agreement was effective immediately, the Rights would become exercisable only if a person or group acquired beneficial ownership, as defined in the Rights Agreement, of 17.5% or more of the Company’s common stock in a transaction not approved by the Company's Board of Directors. In that situation, each holder of a Right (other than the acquiring person or group) would have the right to purchase, upon payment of the then-current exercise price, a number of shares of Company common stock having a market value of twice the exercise price of the Right. In addition, at any time after a person or group acquired 17.5% or more of the

Company’s common stock (unless such person or group acquires 50% or more), the Company’s Board of Directors could exchange one share of the Company’s common stock for each outstanding Right (other than Rights owned by such person or group, which would have become null and void). The expiry date of the Rights Agreement was May 7, 2023.

On April 11, 2023, the Company’s Board of Directors approved the Amended and Restated the Rights Agreement (the “A&R Rights Agreement”), which amends and restates the Rights Agreement dated as of May 8, 2022. The A&R Rights Agreement implements substantially the same features and protective measures of the Rights Agreements and includes the following revised or additional provisions:

(i)extends the expiration date from May 7, 2023 to April 10, 2026;

(ii)increases the “Acquiring Person” trigger threshold from 17.5% to 20%;

(iii)increases the “Purchase Price” from $25 to $50; and

(iv)includes a qualifying offer provision with a shareholder redemption feature.

The Company’s Board of Directors adopted the Rights Agreement and the A&R Rights Agreement to enable all stockholders of the Company to realize the full potential value of their investment in the Company. The A&R Rights Agreement is designed to prevent any individual stockholder or group of stockholders from gaining control of the Company through open market accumulation without paying a control premium to all stockholders or by otherwise disadvantaging other stockholders. The A&R Rights Agreement is not intended to prevent a takeover or deter fair offers for securities of the Company that deliver value to all stockholders on an equal basis. It is designed, instead, to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.

Shares of Common Stock

The following table shows the changes in shares of common stock for 2025, 2024, and 2023:


	2025	2024	2023
Common stock outstanding at beginning	49,194,458	48,925,562	49,120,648
Common stock issued - vessel acquisitions	—	623,778	—
Restricted common stock issued - non-executive directors	28,072	21,818	26,878
Common stock issued - vesting or exercise of share-based compensation	371,381	283,537	291,813
Common stock withheld for employee taxes	(189,833)	(158,591)	(147,294)
Common stock repurchased	—	(501,646)	(366,483)
Common stock outstanding at ending	49,404,078	49,194,458	48,925,562

Share Repurchases

The Company has had a stock repurchase program since 2017. Under the program, the Company can opportunistically repurchase shares of the Company’s common stock (up to the authorized program limits) from time to time, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determined was in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company are not eligible for repurchase under this program without further authorization from the Board.

No stock repurchases were made during the year ended December 31, 2025 other than shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stock units or the exercise of stock options held by employees and certain members of management. The following is a summary of the purchases, excluding commissions, made under the Company’s stock repurchase program during the two years ended December 31, 2024:


Year-ended December 31,	Total shares repurchased		Average Price per share		Total Cost (In thousands)
2024	501,646	$	49.81	$	24,985
2023	366,483	$	38.03	$	13,937

In October 2025, the Company’s Board of Directors authorized the extension of the expiry date of its $50.0 million share repurchase program from December 31, 2025 to December 31, 2026.

In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased 189,833, 158,591 and 147,294 shares of common stock during the years ended December 31, 2025, 2024 and 2023, respectively, at an average cost of $36.78, $53.42 and $44.09 per share, respectively (based on the market prices on the dates of vesting or option exercise), from employees, including certain members of management to cover withholding taxes and the cost of options exercised.

Share-based Compensation

The Company accounts for stock compensation expense in accordance with the fair value based methods required by ASC 718, Compensation – Stock Compensation. Such fair value based methods require share based payment transactions to be measured based on the fair value of the equity instruments issued. Compensation expense is recognized over the vesting period applicable to each grant, using the straight-line method.

Effective November 18, 2016, INSW adopted incentive compensation plans (the “Incentive Plans” as further described below) in order to facilitate the grant of equity and cash incentives to directors, employees, including executive officers and consultants of the Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success. INSW reserved 2,000,000 shares for issuance under its management incentive plan and 400,000 shares for issuance under its non-employee director incentive compensation plan. Effective June 22, 2020, INSW adopted new Incentive Plans and reserved an additional 1,400,000 shares for issuance under its management incentive plan and 400,000 shares for issuance under its non-employee director incentive compensation plan.

Effective June 23, 2025, INSW adopted a new management incentive plan and reserved an additional 1,300,000 shares for issuance under the plan.

Information and activity with respect to restricted common stock, restricted stock units, and stock options under INSW compensation plans is summarized as follows:


Activity for the three years ended December 31, 2025	Total	Restricted Common Stock	Time-based Restricted Stock Units	Performance-based Restricted Stock Units	Stock Options
Share-based Compensation Awards Outstanding at December 31, 2022	920,648	49,301	411,564	189,533	270,250
Grants	132,658	26,878	52,890	52,890	—
PRSU Adjustments for above target achievement	16,233	—	—	16,233	—
PRSU Cancellations for below target achievement	(3,641)	—	—	(3,641)	—
Forfeitures	—	—	—	—	—
Stock options exercised⁽¹⁾	(30,654)	—	—	—	(30,654)
Restricted shares, RSUs and PRSUs Vested ($19.63 - $43.05 per share)⁽¹⁾	(311,004)	(46,660)	(186,809)	(77,535)	—
Share-based Compensation Awards Outstanding at December 31, 2023	724,240	29,519	277,645	177,480	239,596
Grants	151,974	21,818	82,076	48,080	—
PRSU Adjustments for above target achievement	31,144	—	—	31,144	—
PRSU Cancellations for below target achievement	—	—	—	—	—
Forfeitures	—	—	—	—	—
Stock options exercised⁽¹⁾	(65,179)	—	—	—	(65,179)
Restricted Shares, RSUs and PRSUs Vested ($19.63 - $51.37 per share)⁽¹⁾	(330,186)	(33,629)	(140,823)	(155,734)	—
Share-based Compensation Awards Outstanding at December 31, 2024	511,993	17,708	218,898	100,970	174,417
Grants	273,877	28,072	138,037	107,768	—
PRSU Adjustments for above target achievement	16,521	—	—	16,521	—
PRSU Cancellations for below target achievement	—	—	—	—	—
Forfeitures	—	—	—	—	—
Stock options exercised⁽¹⁾	(46,437)	—	—	—	(46,437)
Restricted Shares, RSUs and PRSUs Vested ($19.63 - $57.17 per share)⁽¹⁾	(256,329)	(17,708)	(169,210)	(69,411)	—
Share-based Compensation Awards Outstanding at December 31, 2025	499,625	28,072	187,725	155,848	127,980

(1)	Includes 189,833 (2025), 158,591 (2024) and 147,294 (2023) shares of common stock sold back to the Company by employees to cover withholding taxes and the cost of options exercised.

Compensation expense with respect to restricted common stock and restricted stock units outstanding for the years ended December 31, 2025, 2024 and 2023 was $8.7 million, $8.9 million and $7.9 million, respectively. Compensation expense relating to stock options for the years ended December 31, 2025, 2024 and 2023 was nil, $0.1 million, and $0.6 million, respectively.

As of December 31, 2025, there was $8.8 million of unrecognized compensation cost related to INSW nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 1.84 years.

Director Compensation – Restricted Common Stock

INSW awarded a total of 28,072, 21,818 and 26,878 restricted common stock shares during the years ended December 31, 2025, 2024 and 2023, respectively, to its non-employee directors. The weighted average fair value of INSW’s stock on the measurement date of such awards was $37.04 (2025), $55.40 (2024) and $37.94 (2023) per share. Such restricted shares awards vest in full on the earlier of the next annual meeting of the stockholders or grant anniversary date, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting date, a holder of restricted share awards has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally.

Management Compensation

(i) Restricted Stock Units

During the years ended December 31, 2025, 2024 and 2023, the Company awarded 138,037, 82,076 and 52,890 time-based restricted stock units (“RSUs”) to certain of its employees, including senior officers, respectively. The average grant date fair value of these awards was $35.31 (2025), $52.99 (2024) and $51.37 (2023) per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. All of the RSUs awarded in 2023 and 2025 and 48,078 of the RSUs awarded in 2024 will vest in equal installments on each of the first three anniversaries of their grant dates and 33,998 of the RSUs awarded in 2024 cliff vested in October 2025 at the end of an 18-month vesting period.

RSUs may not be transferred, pledged, assigned or otherwise encumbered until they are settled. Settlement of vested RSUs may be in either shares of common stock or cash, as determined at the discretion of the Human Resources and Compensation Committee and shall occur as soon as practicable after the vesting date. If the RSUs are settled in shares of common stock, following the settlement of such shares, the grantee will be the record owner of the shares of common stock and will have all the rights of a shareholder of the Company, including the right to vote such shares and the right to receive dividends paid with respect to such shares of common stock. RSUs which have not become vested as of the date of a grantee’s termination from the Company will be forfeited without the payment of any consideration, unless otherwise provided for.

During the years ended December 31, 2025, 2024 and 2023, the Company awarded 107,768, 48,080 and 52,890, respectively, performance-based RSUs to its senior officers and employees. The weighted average grant date fair value of the awards with performance conditions was determined to be $34.18 (2025), $52.57 (2024) and $51.37 (2023) per RSU. The weighted average grant date fair value of the TSR (as defined below) based performance awards, which have a market condition, was estimated using a Monte Carlo probability model and determined to be $26.51 (2025), $41.08 (2024) and $53.65 (2023) per RSU. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on the third fiscal year end date following the grant date, subject to INSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (ii) one-half of the target RSUs shall vest on the third fiscal year end date following the grant date, subject to INSW’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15^th of the year following the vesting date. The TSR Target

and the ROIC Target in the 2023 award were achieved at a payout of 112.5% and 150%, respectively, of target as of the performance period end date of December 31, 2025.

Settlement of the vested INSW performance-based RSUs may be in either shares of common stock or cash, as determined by the Human Resources and Compensation Committee in its discretion, and shall occur as soon as practicable after the vesting date.

(ii) Stock Options

There were no stock options granted during 2025, 2024 and 2023. The outstanding stock options expire on the business day immediately preceding the tenth anniversary of the award date. If a stock option grantee’s employment is terminated for cause (as defined in the applicable Form of Grant Agreement), stock options (whether then vested or exercisable or not) will lapse and will not be exercisable. If a stock option grantee’s employment is terminated for reasons other than cause, the option recipient may exercise the vested portion of the stock option but only within such period of time ending on the earlier to occur of (i) the 90^th day ending after the option recipient’s employment terminated and (ii) the expiration of the options, provided that if the Optionee’s employment terminates for death or disability the vested portion of the option may be exercised until the earlier of (i) the first anniversary of employment termination and (ii) the expiration date of the options.

The weighted average remaining contractual life of the outstanding and exercisable stock options at December 31, 2025 was 4.51 years. The range of exercise prices of the stock options outstanding and exercisable at December 31, 2025 was between $17.21 and $21.93 per share. The weighted average exercise price of the stock options outstanding and exercisable at December 31, 2025 was $20.59. The aggregate intrinsic value of the INSW stock options outstanding and exercisable at December 31, 2025 was $3.6 million.

Dividends

During the year ended December 31, 2025, the Company paid regular quarterly and supplemental cash dividends totaling $144.6 million or $2.93 per share declared by the Company’s Board of Directors as follows:


Declaration Date	Record Date	Payment Date		Regular Quarterly Dividend per Share		Supplemental Dividend per Share		Total Dividends Declared (Dollars in Thousands)
February 26, 2025	March 14, 2025	March 28, 2025	$	0.12	$	0.58	$	34,495
May 7, 2025	June 12, 2025	June 26, 2025	$	0.12	$	0.48	$	29,620
August 5, 2025	September 10, 2025	September 24, 2025	$	0.12	$	0.65	$	38,012
November 5, 2025	December 9, 2025	December 23, 2025	$	0.12	$	0.74	$	42,484

On February 25, 2026, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental dividend of $2.03 per share of common stock. Both dividends will be paid on March 30, 2026 to shareholders of record at the close of business on March 20, 2026.

During the year ended December 31, 2024, the Company paid regular quarterly and supplemental cash dividends totaling $284.4 million or $5.77 per share declared by the Company’s Board of Directors as follows:


Declaration Date	Record Date	Payment Date		Regular Quarterly Dividend per Share		Supplemental Dividend per Share		Total Dividends Declared (Dollars in Thousands)
February 28, 2024	March 14, 2024	March 28, 2024	$	0.12	$	1.20	$	64,665
May 7, 2024	June 12, 2024	June 26, 2024	$	0.12	$	1.63	$	86,930
August 6, 2024	September 11, 2024	September 25, 2024	$	0.12	$	1.38	$	73,789
November 6, 2024	December 13, 2024	December 27, 2024	$	0.12	$	1.08	$	59,031

During the year ended December 31, 2023, the Company paid regular quarterly and supplemental cash dividends totaling $308.2 million or $6.29 per share declared by the Company’s Board of Directors as follows:


Declaration Date	Record Date	Payment Date		Regular Quarterly Dividend per Share		Supplemental Dividend per Share		Total Dividends Declared (Dollars in Thousands)
February 27, 2023	March 14, 2023	March 28, 2023	$	0.12	$	1.88	$	98,321
May 4, 2023	June 14, 2023	June 28, 2023	$	0.12	$	1.50	$	79,259
August 8, 2023	September 13, 2023	September 27, 2023	$	0.12	$	1.30	$	69,428
November 6, 2023	December 13, 2023	December 27, 2023	$	0.12	$	1.13	$	61,157

International Seaways, Inc. 10-K