Zabrocky Lois K 4
4 · International Seaways, Inc. · Filed Jun 10, 2026
Research Summary
AI-generated summary of this filing
International Seaways (INSW) CEO Lois Zabrocky Receives 41,084 RSUs/PRSUs
What Happened
Lois K. Zabrocky, President & CEO and a director of International Seaways (INSW), received two equity awards on June 8, 2026: 20,542 restricted stock units (RSUs) and 20,542 performance restricted stock units (PRSUs), for a total of 41,084 units. These are derivative awards (no cash paid or open-market trade); no per-share price or immediate share issuance was reported. Settlement may be in shares or cash, and any delivered shares will be net of amounts withheld for taxes.
Key Details
- Transaction date: June 8, 2026; Form 4 filed June 10, 2026 (timely under the two-business-day rule).
- Awards: 20,542 RSUs (time-based) and 20,542 PRSUs (performance-based) — total 41,084 units.
- RSU vesting: one-third vests on each of the first, second and third anniversaries of the grant.
- PRSU performance period: Jan 2, 2026 – Dec 31, 2028; performance measured by ROIC (operating metric) and relative TSR (market metric), each covering half of the PRSUs.
- PRSU payout range: subject to a performance factor from 50% to 150% (assuming at least minimum threshold); PRSUs convert to shares only if/when vested and certified by the Compensation Committee.
- Settlement and withholding: awards represent rights to receive shares (or cash at the Committee’s discretion) and will be net of any shares deducted for applicable taxes/withholdings.
- Shares owned after transaction: not specified in the provided filing excerpt.
Context
RSUs and PRSUs are standard long-term incentive awards used to align executive pay with company performance and retention; they do not represent immediate share ownership or open-market buying/selling. PRSU payouts depend on future performance certification, so the final number of shares (if any) may be lower or higher than the grant amount. These grants are informational about compensation decisions, not direct trading by the insider.
Insider Transaction Report
- Award
Restricted Stock Units
[F1]2026-06-08+20,542→ 20,542 totalExercise: $0.00→ Common Stock (20,542 underlying) - Award
Performance Restricted Stock
[F2][F3]2026-06-08+20,542→ 20,542 totalExercise: $0.00→ Common Stock (20,542 underlying)
Footnotes (3)
- [F1]On June 8, 2026, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan (the "2025 Plan") 20,542 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 June 8, 2026, INSW granted the Reporting Person pursuant to the 2025 Plan, 20,542 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 or a peer group or 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.