International Seaways, Inc.·4

Mar 12, 5:08 PM ET

Grillo Debra 4

4 · International Seaways, Inc. · Filed Mar 12, 2026

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International Seaways (INSW) Treasurer Debra Grillo Receives Award

What Happened Debra Grillo, Treasurer of International Seaways (INSW), received equity awards on March 10, 2026: 1,479 restricted stock units (RSUs) and 1,478 performance restricted stock units (PRSUs) under the company's 2025 Management Incentive Plan. The RSUs vest one-third on each of the first three anniversaries of the grant. The PRSUs vest based on a three‑year performance measurement (Jan 2, 2026–Dec 31, 2028) using ROIC and relative TSR metrics, with a performance factor that can adjust payout from 50% to 150%. Each unit represents the right to one share of common stock; settlement may be in shares or cash and will be net of any shares withheld for taxes.

Key Details

  • Transaction date: March 10, 2026; transaction code: A (award/grant). No per‑share price (derivative award).
  • Grants: 1,479 RSUs (time‑based vesting: 1/3 each year) and 1,478 PRSUs (50/50 ROIC and TSR metrics).
  • PRSU payout: Reported assuming 100% achievement; actual shares paid will depend on certified performance and may range 50%–150% of target.
  • Settlement: May be made in shares or cash, net of tax withholding.
  • Shares owned after transaction: Not specified in the Form 4 filing.
  • Filing timeliness: Form 4 filed March 12, 2026—appears to be timely (within the SEC’s reporting window).

Context These are compensation awards, not open‑market purchases or sales. RSUs are time‑based and will vest over three years; PRSUs depend on multi‑year performance and may pay more or less than target based on outcomes. Such grants are routine for executives and reflect incentive-based compensation rather than an immediate trading signal.

Insider Transaction Report

Form 4
Period: 2026-03-10
Grillo Debra
Treasurer
Transactions
  • Award

    Restricted Stock Units

    [F1]
    2026-03-10+1,4791,479 total
    Exercise: $0.00Common Stock (1,479 underlying)
  • Award

    Performance Restricted Stock

    [F2][F3]
    2026-03-10+1,4781,478 total
    Exercise: $0.00Common Stock (1,478 underlying)
Footnotes (3)
  • [F1]On March 10, 2026, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan ("the "2025 Plan") 1,479 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.
  • [F2]On March 10, 2026, INSW granted the Reporting Person pursuant to the 2025 Plan, 1,478 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 of companies), in each case measured over the three-year period beginning on January 2, 2026 and ending on December 31, 2028. Each metric relates to half of the PRSUs granted.
  • [F3]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.
Signature
/s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed|2026-03-12

Documents

1 file
  • 4
    form4.xmlPrimary

    FORM 4