CAPITAL STOCK AND STOCK COMPENSATION |
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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:
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 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) -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 $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:
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 During 2026, the Company’s Board of Directors declared and paid the following dividends:
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. |
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