International Seaways, Inc.·4

Jun 10, 11:02 AM ET

Oshodi Adewale 4

4 · International Seaways, Inc. · Filed Jun 10, 2026

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International Seaways (INSW) VP Oshodi Receives RSU & PRSU Award

What Happened Oshodi Adewale, Vice President & Controller of International Seaways (INSW), was granted two equity awards on June 8, 2026: 1,508 restricted stock units (RSUs) and 1,508 performance restricted stock units (PRSUs), for a total of 3,016 units. These are compensation awards (derivative grants) rather than open-market purchases or sales; no purchase price is applicable. The RSUs vest one‑third on each of the first, second and third anniversaries of the grant. The PRSUs vest based on achievement of ROIC and relative TSR metrics measured over the three‑year performance period Jan 2, 2026–Dec 31, 2028; final payout may range from 50% to 150% of the target (100% assumed for reporting purposes). Settlement may be in shares or cash, and any vested shares will be net of amounts withheld for taxes.

Key Details

  • Transaction date: June 8, 2026; Form 4 filed June 10, 2026 (filed two days after grant, within the typical 2-business-day Form 4 window).
  • Transaction code: A (Award/Grant); derivatives (no cash paid).
  • Award amounts: 1,508 RSUs + 1,508 PRSUs = 3,016 units. No per‑share price reported (N/A).
  • Vesting: RSUs vest 1/3 per year starting one year post‑grant. PRSU performance measured over 2026–2028; payout 50%–150% based on performance, reported after committee certification.
  • Settlement and taxes: Vested units may be settled in stock or cash (committee discretion) and will be net of shares withheld for applicable taxes/withholdings.
  • Shares owned after transaction: Not specified in this filing.
  • Notable: These are compensation grants tied to retention and multi‑year performance metrics—not direct buys or sells.

Context These grants are standard long‑term incentive awards designed to retain executives and align pay with company performance. Because PRSUs pay out only if performance goals are met (and the payout can vary), they are contingent compensation rather than an immediate transfer of shares or cash. For investors, awards signal how the company compensates and incentivizes management but do not represent an insider buying stock in the open market.

Insider Transaction Report

Form 4
Period: 2026-06-08
Oshodi Adewale
Vice President & Controller
Transactions
  • Award

    Restricted Stock Units

    [F1]
    2026-06-08+1,5081,508 total
    Exercise: $0.00Common Stock (1,508 underlying)
  • Award

    Performance Restricted Stock

    [F2][F3]
    2026-06-08+1,5081,508 total
    Exercise: $0.00Common Stock (1,508 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") 1,508 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, 1,508 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.
Signature
/s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed|2026-06-10

Documents

1 file
  • 4
    form4.xmlPrimary

    FORM 4