Form 4: International Seaways Grants Restricted Stock Units

International Seaways, Inc. reports the grant of restricted stock units and performance-based restricted stock units to James D. Small III.

Summary

• James D. Small III, CAO, SVP, Sec. & General Counsel of International Seaways, Inc., was granted 5,436 restricted stock units (RSUs) on June 8, 2026.
• These RSUs vest one-third annually over three years.
• Additionally, 5,436 performance restricted stock units (PRSUs) were granted on the same date.
• The PRSUs are tied to a three-year performance period (January 2, 2026, to December 31, 2028) and measured by return on invested capital (ROIC) and total shareholder return (TSR) relative to a peer group.
• Each performance metric accounts for half of the PRSUs.
• The number of shares vesting for PRSUs can range from 50% to 150% of the grant, contingent on achieving performance thresholds.
• Settlement of vested RSUs and PRSUs may be in cash or shares, net of taxes and withholdings.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, indicating standard executive compensation practices and alignment of management incentives with company performance, without immediate financial impact or significant strategic shifts.

Positives

• Grant of equity incentives to a key executive, aligning their interests with shareholders.
• Performance-based component of PRSUs encourages achievement of specific financial and market goals.
• Clear vesting schedule for RSUs provides a retention incentive.

Negatives

• The actual value and number of shares for PRSUs are contingent on future performance and market conditions, introducing uncertainty.
• Potential for dilution if a large number of PRSUs vest and are settled in shares.

Risks

• Achievement of performance metrics (ROIC and TSR) for PRSUs is subject to market volatility and company operational performance.
• The value of the granted units is subject to fluctuations in the company's stock price.
• Tax implications for the recipient upon settlement of RSUs and PRSUs.

Future Outlook

The future outlook for the PRSUs is dependent on the company achieving specific return on invested capital (ROIC) and total shareholder return (TSR) metrics over a three-year period, with potential payouts ranging from 50% to 150% of the granted units.

Management Comments

• The grant is made pursuant to the International Seaways 2025 Management Incentive Plan.
• Settlement of vested units may be in either shares of Common Stock or cash, as determined by the Human Resources and Compensation Committee.
• Settlement will be net of any shares deducted for applicable taxes and other withholdings.

Industry Context

StockSavvy.ai notes that the granting of performance-based equity awards like RSUs and PRSUs is a common practice in the maritime shipping industry to attract, retain, and incentivize senior management, aligning their compensation with long-term company performance and shareholder value.

Stakeholder Impact

• Shareholders: Potential alignment of management interests with shareholder value creation through performance-based incentives.
• Employees: Sets a precedent for executive compensation structure within the company.
• Management (James D. Small III): Direct financial benefit contingent on company performance and tenure.

Next Steps

• Vesting of one-third of the RSUs on each of the first, second, and third anniversaries of the grant date.
• Certification of achievement of performance metrics by the Compensation Committee following the end of the measurement period for PRSUs.
• Settlement of vested RSUs and PRSUs, potentially in shares or cash, after tax and withholding deductions.

Key Dates

Keywords

Form 4, SEC Filing, International Seaways, INSW, Restricted Stock Units, Performance Restricted Stock Units, Equity Incentive, Executive Compensation, James D. Small III, Stock Options, Grant Date, Vesting Schedule, ROIC, TSR