CAPITAL STOCK AND STOCK COMPENSATION |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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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:
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 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) -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) -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:
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:
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 dividend of $2.03 per 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 of $4.43 per of common stock. Both dividends will be paid on June 26, 2026 to stockholders of record as of June 12, 2026. |
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