Solon Derek G. 4

What Happened
Derek G. Solon, Senior Vice President of International Seaways (INSW), exercised vested stock options on Feb 6, 2026. He exercised a total of 12,997 options (3,673 at $21.93 and 9,324 at $21.58), representing an aggregate exercise cost of about $281,761. To satisfy the exercise price and related tax withholding, 8,920 shares (with a reported value of ~$544,655 at $61.06/share) were withheld by the issuer, resulting in 4,077 net new shares issued to Solon. The filing shows the exercises were effectuated via net share settlement (cashless-like) rather than open-market purchases or sales.

Key Details

• Transaction date: 2026-02-06; Form filed: 2026-02-09.
• Option exercises: 3,673 options @ $21.93 (exercise cost ~$80,549) and 9,324 options @ $21.58 (exercise cost ~$201,212).
• Shares withheld to cover exercise price/taxes: 2,490 shares and 6,430 shares @ $61.06 (total withheld value ~$544,655).
• Net shares received by insider: 12,997 exercised − 8,920 withheld = 4,077 net shares.
• Footnotes: F1 = net share settlement basis; F2 = withheld shares satisfy exercise price and withholding taxes; F3 = 100% of these options were vested on the exercisable date.
• Shares owned after transaction: Not disclosed in the filing.
• These transactions are option exercises (Transaction code M) and withholding for taxes/exercise payment (code F), not open-market sales or purchases.

Context

• This was a cashless/net-settlement exercise of vested options—common for insiders converting options to shares while using a portion of the shares to cover costs and taxes. It does not indicate an open-market sale beyond the shares withheld for payment/taxes.
• Exercises can be routine (vesting-related) and are different from discretionary purchases or sales; no motives are implied by this filing.