Genco Shipping & Trading Limited Adopts Amendment to Limited Duration Shareholder Rights Plan to Protect the Best Interests of Shareholders

Rhea-AI Summary

Genco Shipping & Trading (NYSE:GNK) announced on November 10, 2025 an amendment to its one-year limited duration shareholder rights plan adopted October 1, 2025 that expires September 30, 2026. The Amendment, effective immediately, redefines “Acquiring Person” to trigger the plan at 10% beneficial ownership (15% for 13G investors) and expressly excludes a Grandfathered Shareholder that currently holds nearly 15% of common stock, subject to limitations disclosed in a Form 8‑K to be filed the same day.

The Board said the change responds to the rapid accumulation of shares by a competitor and is intended to give the Board time to fulfill fiduciary duties while not preventing fair offers. Further details will be available in the company’s Form 8‑K filed with the SEC.

Corporate facts: fleet of 43 vessels, average age 12.8 years, aggregate capacity ~4,629,000 dwt.

Positive

• Acquiring Person threshold set at 10% (15% for 13G)
• Amendment effective on November 10, 2025
• Rights Plan expiration on September 30, 2026
• Form 8‑K to disclose detailed limitations for Grandfathered Shareholder

Negative

• Board amended plan after rapid accumulation by a competitor
• Grandfathered Shareholder exclusion for nearly 15% ownership creates unequal treatment

NEW YORK, Nov. 10, 2025 (GLOBE NEWSWIRE) -- Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, today announced that its Board of Directors (the “Board”) has adopted an amendment (the “Amendment”) to its one-year limited duration shareholder rights plan adopted on October 1, 2025 (the “Rights Plan”) that expires on September 30, 2026. The Amendment is effective immediately.

The Amendment amends and restates the definition of “Acquiring Person” to change the beneficial ownership threshold to become an Acquiring Person, thereby triggering the Rights Plan, to 10% (or 15% in the case of any 13G Investor). The definition also excludes the Grandfathered Shareholder, a shareholder that currently has beneficial ownership of nearly 15% of our Common Stock, subject to certain limitations described in a Form 8-K to be filed by the Company today.

The Board deemed the Amendment to be in the best interests of the Company and its shareholders and appropriate and proportionate based on its ongoing assessment of the facts and circumstances following the Company’s entry into the Rights Agreement. These include the rapid accumulation of the Company’s Common Stock by a competitor and the possibility that the competitor could seek to transfer its position in whole or in part.

The Rights Agreement remains similar to plans adopted by other public companies and is intended to enable all Company shareholders to realize the long-term value of their investment. It is designed to reduce the likelihood that any entity, person, or group would gain control of or significant influence over the Company through open-market accumulation or other tactics potentially disadvantaging the interests of all shareholders, without paying all shareholders an appropriate control premium. The Rights Agreement as amended by the Amendment will continue to provide the Board sufficient time to fulfill its fiduciary duties on behalf of all shareholders, and it does not prevent the Board from considering any proposal. The Rights Agreement as amended is not intended to deter offers that are fair and otherwise in the best interest of the Company’s shareholders.

In all other material respects, the Rights Agreement remains in full force and effect. Should the Rights Plan as amended be extended or renewed, such extension or renewal will be put to a shareholder vote.

Further details regarding the Amendment will be contained in a Current Report on Form 8-K that the Company will be filing with the U.S. Securities and Exchange Commission (“SEC”). These filings will be available on the SEC’s web site at www.sec.gov.

About Genco Shipping & Trading Limited

Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Capesize (major bulk) and the medium-sized Ultramax and Supramax vessels (minor bulk) enabling us to carry a wide range of cargoes. Genco’s fleet currently consists of 43 vessels with an average age of 12.8 years and an aggregate capacity of approximately 4,629,000 dwt.

CONTACT:
Peter Allen
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8550

FAQ

What did Genco (NYSE:GNK) announce on November 10, 2025 about its shareholder rights plan?

Genco amended its one‑year limited duration rights plan effective Nov 10, 2025, changing the Acquiring Person threshold and excluding a Grandfathered Shareholder.

What ownership level now triggers GNK's rights plan?

The Amendment sets the trigger at 10% beneficial ownership, or 15% for any 13G investor.

When does GNK's current rights plan expire and is the amendment effective immediately?

The Rights Plan expires on September 30, 2026 and the Amendment is effective immediately (Nov 10, 2025).

Who is the Grandfathered Shareholder referenced in GNK's amendment and how much do they own?

The company described a Grandfathered Shareholder that currently holds nearly 15% of common stock, with limitations to be detailed in a Form 8‑K.

Why did GNK's Board adopt the amendment to the rights plan?

The Board cited the rapid accumulation of the company's common stock by a competitor and the potential for transfer of that position.

Where can investors read the full details of GNK's amendment filed November 10, 2025?

Details will be contained in the company’s Current Report on Form 8‑K filed with the SEC and available at www.sec.gov.