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International Seaways Inc.

01/16/2026 | Press release | Distributed by Public on 01/16/2026 17:03

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Grillo Debra
2. Issuer Name and Ticker or Trading Symbol
International Seaways, Inc. [INSW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Treasurer
(Last) (First) (Middle)
C/O INTERNATIONAL SEAWAYS, INC., 600 THIRD AVENUE, 39TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025
(Street)
NEW YORK, NY 10016
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/24/2025 J(1) 1,944(1) A (1) 2,333 D
Common Stock 10/24/2025 F(1) 759(1) D (1) 1,574 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(2) $ 0 07/03/2025(2) A(2) 2,715(2) (2) (2) Common Stock(2) 2,715(2) (2) 2,715(2) D
Performance Restricted Stock(3)(4) $ 0 07/03/2025(3)(4) A(3)(4) 2,714(3)(4) (3)(4) (3)(4) Common Stock(3)(4) 2,714(3)(4) (3)(4) 2,714(3)(4) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Grillo Debra
C/O INTERNATIONAL SEAWAYS, INC.
600 THIRD AVENUE, 39TH FLOOR
NEW YORK, NY 10016
Treasurer

Signatures

/s/James D. Small III, Attorney-in-Fact, pursuant to power of attorney previously filed 01/16/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These 1,944 shares of Common Stock are being acquired in connection with the vesting of 1,944 restricted stock units on October 24, 2025 pursuant to the International Seaways, Inc. 2020 Management Incentive Compensation Plan (the "2020 Plan") which vested units are being settled in shares of Common Stock. The 1,944 restricted stock units were granted on April 24, 2024. In connection with the vesting of the 1,944 units, 759 shares are being withheld by International Seaways, Inc. in partial payment of the Reporting Person's tax withholding liability incurred as a result of the vesting of the units. This Form 4 is being filed late due to administrative oversight.
(2) On July 3, 2025, INSW granted the Reporting Person pursuant to the International Seaways 2025 Management Incentive Plan (the "2025 Plan") 2,715 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.
(3) On July 3, 2025, INSW granted the Reporting Person pursuant to the 2025 Plan, 2,714 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 or companies), in each case measured over the three-year period beginning on January 2, 2025 and ending on December 31, 2027. Each metric relates to half of the PRSUs granted.
(4) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
International Seaways Inc. published this content on January 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 16, 2026 at 23:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]