Zabrocky Lois K 4

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.