v3.26.1
CAPITAL STOCK AND STOCK COMPENSATION
6 Months Ended
Jun. 30, 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 and six months ended June 30, 2026 and 2025.

Shares of Common Stock

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

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Common stock outstanding at beginning

49,504,696

49,287,457

49,404,078

49,194,458

Restricted common stock issued - non-executive directors

15,780

28,072

15,780

28,072

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

-

101,560

234,295

290,946

Common stock withheld for employee taxes(1)

-

(50,813)

(133,677)

(147,200)

Common stock outstanding at ending

49,520,476

49,366,276

49,520,476

49,366,276

(1)In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased nil and 133,677 shares of common stock during the three and six months ended June 30, 2026, respectively, at an average cost of $66.24 per share (based on the closing market prices on the dates of vesting or exercise), from employees and certain members of management to cover withholding taxes. Similarly, the Company repurchased 50,813 and 147,200 shares of common stock during the three and six months ended June 30, 2025, respectively, at an average cost of $31.64 and $33.08 per share, respectively.

Director Compensation – Restricted Common Stock

In June 2026, the Company awarded a total of 15,780 restricted common stock shares to its non-employee directors. The weighted average fair market value of INSW’s stock on the measurement date of such awards was $81.42 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 8, 2027, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to vesting date, a holder of restricted share awards otherwise has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally.

Management Compensation

Stock Options

There were no stock options granted during the three and six months ended June 30, 2026 and 2025. A total of 101,267 stock options were exercised during the six months ended June 30, 2026 by certain senior officers and employees of the Company at an average exercise price of $20.33.

Restricted Stock Units

During the six months ended June 30, 2026, the Company granted 60,105 time-based restricted stock units (“RSUs”) to certain of its senior officers and employees. The weighted average grant date fair value of these awards was $79.97 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 six months ended June 30, 2026, the Company also granted 60,098 performance-based RSUs to certain of its senior officers and 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 $79.97 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 $72.06 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’s stockholders ratified the adoption of the Second A&R Rights Agreement at the Company’s 2026 annual meeting of stockholders in June 2026.

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

During 2026, the Company’s Board of Directors declared and paid the following dividends:

Declaration Date

Record Date

Payment Date

Total Dividends per Share

Total Dividends Paid (Dollars in Thousands)

February 25, 2026

March 20, 2026

March 30, 2026

$

2.15

$

106,435

May 6, 2026

June 12, 2026

June 26, 2026

$

4.55

$

225,319

On August 7, 2026, the Company’s Board of Directors declared cash dividends of $5.05 per share of common stock, payable on September 24, 2026 to stockholders of record as of September 10, 2026.