Form 4: International Seaways Executive Granted Stock Units

International Seaways, Inc. reports the grant of restricted stock units and performance-based restricted stock units to Vice President & Controller Adewale Oshodi.

Summary

• Adewale Oshodi, Vice President & Controller of International Seaways, Inc. (INSW), was granted 1,508 restricted stock units (RSUs) on June 8, 2026.
• These RSUs vest one-third annually over three years from the grant date.
• Additionally, Mr. Oshodi received 1,508 performance restricted stock units (PRSUs) on the same date.
• The PRSUs are tied to achieving specific return on invested capital (ROIC) and total shareholder return (TSR) metrics over a three-year period (January 2, 2026, to December 31, 2028).
• The number of shares ultimately received from PRSUs can range from 50% to 150% of the grant, depending on performance.
• Settlement of vested RSUs and PRSUs may be in cash or shares, net of taxes and withholdings.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it details standard executive compensation practices rather than significant financial or strategic developments.

Positives

• Grant of equity awards to a key executive, signaling a commitment to incentivize management.
• Performance-based component of PRSUs aligns executive compensation with company performance (ROIC and TSR).
• Clear vesting schedule for RSUs provides a predictable path for equity realization.

Negatives

• The actual value and number of shares from PRSUs are contingent on future performance, creating uncertainty.
• Potential for dilution to existing shareholders if a significant number of shares are issued upon vesting.

Risks

• Failure to meet ROIC or TSR performance targets could result in no payout for PRSUs.
• Market volatility could impact the TSR metric for PRSUs.
• Changes in tax laws or withholding requirements could affect the net number of shares received.

Future Outlook

The future outlook for the PRSUs is dependent on the company achieving specific ROIC and TSR targets between January 2, 2026, and December 31, 2028. The number of shares ultimately received will be determined by the performance factor, which can range from 50% to 150% of the grant.

Management Comments

• The grant is made pursuant to the International Seaways 2025 Management Incentive Plan.
• Vesting of RSUs occurs one-third on each of the first, second, and third anniversaries of the grant date.
• PRSU achievement is measured by operating performance (ROIC) and market performance (TSR relative to peers).
• The Compensation Committee of the Board will certify performance achievement after the measurement period.
• Settlement of vested units may be in shares or cash, net of taxes and withholdings.

Industry Context

StockSavvy.ai notes that the grant of performance-based equity awards is a common practice in the shipping industry to align executive interests with long-term shareholder value creation and operational efficiency, particularly given the cyclical nature of the sector.

Stakeholder Impact

• Shareholders: Potential for increased share count upon vesting of RSUs and PRSUs, but also alignment of executive interests with shareholder value.
• Employees: The 2025 Management Incentive Plan may set a precedent for other employee incentive programs.
• Management: Direct financial benefit tied to company performance and tenure.

Next Steps

• Vesting of one-third of the RSUs on each of the first, second, and third anniversaries of June 8, 2026.
• Certification of PRSU performance metrics by the Compensation Committee after December 31, 2028.
• Settlement of vested RSUs and PRSUs following vesting and performance certification.

Key Dates

Keywords

International Seaways, INSW, Form 4, Stock Options, Restricted Stock Units, Performance Shares, Executive Compensation, SEC Filing, Adewale Oshodi, ROIC, TSR