v3.26.1
CAPITAL STOCK AND STOCK COMPENSATION
3 Months Ended
Mar. 31, 2026
CAPITAL STOCK AND STOCK COMPENSATION [Abstract]  
CAPITAL STOCK AND STOCK COMPENSATION

Note 11 — Capital Stock and Stock Compensation:

Share Repurchase Program

No shares were acquired under the Company’s $50 million stock repurchase program during the three months ended March 31, 2026 and 2025.

Shares of Common Stock

The following table shows the changes in shares of common stock outstanding:

Three Months Ended March 31,

2026

2025

Common stock outstanding at beginning

49,404,078

49,194,458

Common stock issued - vesting or exercise of share-based compensation

234,295

189,386

Common stock withheld for employee taxes(1)

(133,677)

(96,387)

Common stock outstanding at ending

49,504,696

49,287,457

(1)In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased 133,677 and 96,387 shares of common stock during the three months ended March 31, 2026 and 2025, respectively, at an average cost of $66.24 and $33.84 per share (based on the closing market prices on the dates of vesting or exercise), respectively, from employees and certain members of management to cover withholding taxes.

Management Compensation

Stock Options

There were no stock options granted during the three months ended March 31, 2026 and 2025. A total of 101,267 and 58,893 stock options were exercised during the three months ended March 31, 2026 and 2025, respectively, by certain senior officers and employees of the Company at an average exercise price of $20.33 and $21.74 per share, respectively.

Restricted Stock Units

During the three months ended March 31, 2026, the Company granted 10,863 time-based restricted stock units (“RSUs”) to certain of its employees. The weighted average grant date fair value of these awards was $73.37 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. All of the RSUs awarded will vest in equal installments on each of the first three anniversaries of the grant date.

During the three months ended March 31, 2026, the Company also granted 10,856 performance-based RSUs to certain of its employees. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on December 31, 2028, subject to INSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (ii) one-half of the target RSUs shall vest on December 31, 2028, subject to INSW’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15, 2029. The weighted average grant date fair value of the awards with performance conditions was determined to be $73.37 per RSU. The weighted average grant date fair value of the TSR based performance awards which have a market condition was estimated using a Monte Carlo probability model and determined to be $65.15 per RSU.

Rights Agreement

On April 6, 2026, the Board approved and authorized management to enter into, on April 9, 2026, the Second Amended and Restated Rights Agreement (the “Second A&R Rights Agreement”) between the Company and Computershare Trust Company, N.A., as rights agent, which amended and restated the Amended and Restated Rights Agreement with Computershare Trust Company, N.A., as rights

agent (the “A&R Rights Agreement”) in its entirety. Each Right entitles the registered holder to purchase from the Company one share of Common Stock at a purchase price of $95 per share, subject to adjustment as described in the Second A&R Rights Agreement (the “Purchase Price”). The Company expects to seek stockholder ratification of the adoption of the Second A&R Rights Agreement at its 2026 annual meeting of stockholders.

In general terms, the Second A&R Rights Agreement implements the same features and protective measures of the A&R Rights Agreement (except as noted below) and includes the following revised provisions:

i.extends the “Final Expiration Date” from April 10, 2026 to April 8, 2029; and
ii.increases the Purchase Price from $50 to $95.

The Second A&R Rights Agreement otherwise preserves the terms of the prior A&R Rights Agreement. In particular, the Second A&R Rights Agreement does not change:

i.the existing 20% beneficial ownership threshold at which a person becomes an “Acquiring Person”; or
ii.the existing qualifying offer provision and the related stockholder redemption feature.

The Company’s Board of Directors adopted the Second A&R Rights Agreement and prior versions of the Rights Agreement to enable all stockholders of the Company to realize the full potential value of their investment in the Company. The Second A&R Rights Agreement is designed to prevent any individual stockholder or group of stockholders from gaining control of the Company through open market accumulation without paying a control premium to all stockholders or by otherwise disadvantaging other stockholders. The Second A&R Rights Agreement is not intended to prevent a takeover or deter fair offers for securities of the Company that deliver value to all stockholders on an equal basis. It is designed, instead, to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.

The Company’s Board of Directors may consider an earlier termination of the Second A&R Rights Agreement if market and other conditions warrant.

Dividends

On February 25, 2026, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental cash dividend of $2.03 per share of common stock. Both dividends totaling $106.4 million in the aggregate were paid on March 30, 2026 to stockholders of record as of March 20, 2026.

On May 6, 2026, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental dividend of $4.43 per share of common stock. Both dividends will be paid on June 26, 2026 to stockholders of record as of June 12, 2026.