Small James D III 4

What Happened
James D. Small III, CAO, SVP, Secretary & General Counsel of International Seaways (INSW), exercised 10,187 stock options on February 11, 2026. The options had an exercise price of $21.58, equal to $219,835 for the exercised shares. The issuer withheld 7,229 shares (net share settlement) to satisfy the aggregate exercise price and withholding taxes, valued at approximately $454,487 based on a $62.87 per-share market price, resulting in a net delivery of 2,958 shares to Mr. Small.

Key Details

• Transaction date: 2026-02-11 (reported on Form 4 filed 2026-02-13; timely filing).
• Option exercise: 10,187 shares at $21.58 per share (total $219,835). (Code M)
• Withheld/disposed: 7,229 shares withheld to satisfy exercise price and taxes, valued at $62.87/share (total ~$454,487). (Code F)
• Net shares received by insider: 10,187 − 7,229 = 2,958 shares.
• Footnotes: F1 — options exercised on a net share settlement basis; F2 — shares withheld to cover exercise price and withholding taxes; F3 — 100% of options were vested and exercisable.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
This was an option exercise with net share settlement (a form of cashless exercise) rather than an open-market purchase or separate sale. The withholding of shares to cover costs and taxes is routine for option exercises and does not, by itself, indicate a buy or sell sentiment. Transaction codes: M = option exercise (conversion of a derivative); F = shares withheld for payment/tax withholding.