FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-32458
DIANA SHIPPING INC.
(Translation of registrant's name into English)
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 99.1
is a press release dated June 29, 2026, of Diana Shipping Inc. (the "Company"), announcing that its tender offer to acquire
all outstanding shares of Genco not already owned by the Company has been extended to July 10, 2026, at 5:00 p.m., New York City time.
Attached to this Report on Form 6-K as Exhibit 99.2
is a press release dated June 30, 2026, of Diana Shipping Inc. (the "Company"), announcing an extension of the fully committed
financing supporting the Company’s offer to acquire the outstanding shares of Genco not already owned by the Company.
The information contained in this Report on Form 6-K,
excluding the commentary from Semiramis Paliou, Chief Executive Officer of the Company, is hereby incorporated by reference into the Company's
registration statements on Form F-3 (File Nos. 333-266999 and 333-280693) that were filed with the U.S. Securities and Exchange Commission
and became effective on September 16, 2022, and September 9, 2024, respectively.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DIANA SHIPPING INC. |
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(registrant) |
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| Dated: July 1, 2026 |
By: |
/s/ Margarita Veniou |
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Margarita Veniou |
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Secretary |
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Corporate Contact:
Margarita Veniou
Chief Corporate Development, Governance &
Communications Officer and Board Secretary
Tel: + 30-210-9470-100
Email: mveniou@dianashippinginc.com
Website: www.dianashippinginc.com
X: @Dianaship
Investor Relations Contact:
Nicolas Bornozis / Daniela Guerrero
Capital Link, Inc.
Tel: (212) 661-7566
Email: diana@capitallink.com
Bruce Goldfarb / Chuck Garske / Lisa Patel
Okapi Partners
Tel:(212) 297-0720
info@okapipartners.com
Media Contact:
Mark Semer / Grace Cartwright
Gasthalter & Co.
Tel: (212) 257-4170
DianaShipping@gasthalter.com
DIANA SHIPPING INC. ANNOUNCES EXTENSION OF
TENDER OFFER FOR ALL OUTSTANDING SHARES OF GENCO SHIPPING & TRADING
10.6 Million, or 28.4% of Outstanding Shares
Not Owned By Diana, Tendered into Offer as of June 26
$27.34 Per Share Offer Made to Genco Board
— Comprised of $24.80 in Cash and One Diana Share Valued at $2.541 — Remains on the Table, Providing an Opportunity
to Deliver Premium Value for Genco Shareholders
Significant Show of Support for Diana’s
Tender Offer Sends Clear Message that Genco and Diana Should Negotiate a Transaction
Athens, Greece – June 29, 2026 –
Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing in the ownership
and bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”),
today announced that its tender offer to acquire all outstanding
shares of Genco not already owned by Diana has been extended to July 10, 2026, at 5:00 p.m., New York City time. As of Friday, June 26,
2026, 10,583,484 shares – or 28.4% of the outstanding shares of Genco not owned by Diana – have been tendered into the offer.
The shares tendered do not include any of the more than 14% of the outstanding shares of Genco owned by Diana.
Diana's recently increased offer made to the
Genco Board to acquire the outstanding shares of Genco that it does not already own for $27.34 per share — comprised of $24.80
per share in cash plus one Diana share valued at $2.54 based on Diana's 30-day volume-weighted average price as of June 16, 2026 —
remains on the table.
Semiramis Paliou, Diana's Chief Executive Officer,
commented:
“Diana’s commitment to acquiring
the Genco shares that we do not currently own has not diminished, and we are grateful to the many shareholders who have tendered their
shares. This significant show of support for our offer sends a clear message that there is considerable shareholder interest in Genco
and Diana negotiating a value-creating transaction. Our leadership team remains eager and available to meet immediately with the Genco
Board and its advisors to negotiate a transaction in good faith, and in the meantime we have extended the tender offer date by two weeks
to provide time for additional shareholders to tender.”
___________________________________________
1 Based on Diana's 30-day volume-weighted average price as of June 16, 2026.
Diana's offer is supported by $1.433 billion
in committed financing from six leading international banks with no financing condition. It represents a 53% premium to Genco's undisturbed
share price and a 6% premium to Genco's net asset value per share based on VesselsValue data, at cyclically high drybulk asset values
that are at or near 15-year highs.
About Diana Shipping Inc.
Diana Shipping Inc. (“Diana”) (NYSE:
DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. Diana’s
vessels are employed primarily on short to medium-term time charters and transport a range of dry bulk cargoes, including such commodities
as iron ore, coal, grain and other materials along worldwide shipping routes.
About Star Bulk Carriers Corp.
Star Bulk Carriers Corp. (“Star Bulk”)
is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk’s vessels
transport major bulks, which include iron ore, minerals and grain, and minor bulks, which include bauxite, fertilizers and steel products.
Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, New York, Stamford
and Singapore.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this communication and other
statements made by Diana, may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations, objectives, goals,
future events, performance or strategies and other statements of Diana or its management team, which are other than statements of historical
facts.
These forward-looking statements relate to, among
other things, Diana’s proposal to acquire Genco and the anticipated benefits of such a transaction, and Diana’s ability to
finance such transaction. Forward looking statements can be identified by words such as “believe,” “will,” “anticipate,”
“intend,” “estimate,” “forecast,” “project,” “plan,” “potential,”
“may,” “should,” “expect,” “pending” and similar expressions identify forward-looking
statements.
The forward-looking statements in this press
release and in other statements made by Diana or Star Bulk, as applicable, are based upon various assumptions, many of which are based,
in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained
in Diana’s records, Genco’s public filings and disclosures and data available from third parties. Although Diana believes
that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies
that are difficult or impossible to predict and are beyond its control, Diana cannot assure you that it will achieve or accomplish these
expectations, beliefs or projections.
The forward-looking statements in this communication
are based on current expectations, assumptions, and estimates, and are subject to numerous risks and uncertainties. These include, without
limitation, risks relating to: (i) the possibility that the proposed transaction may not proceed; (ii) the ability to obtain regulatory
or shareholder approvals, if required; (iii) the risk that Genco’s Board of Directors or management may continue to oppose the proposal
or not respond to further attempted engagement by Diana; (iv) failure to realize anticipated benefits of the transaction; (v) changes
in the financial or operating performance of Diana, Star Bulk or Genco; (vi) the possibility that shareholders of Genco will not elect
to tender their shares of common stock of Genco in connection with the Offer (as defined below) or that the conditions to consummation
of the Offer are not satisfied; and (vii) general economic, market, and industry conditions. These and other risks are described in documents
filed by Diana with, or furnished by Diana to, the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report
on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC, and
are described in documents filed by Genco with, or furnished by Genco to, the SEC, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC. Diana undertakes no obligation
to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Information Regarding the Offer
On May 4, 2026, Diana commenced a tender offer,
through its wholly owned subsidiary 4 Dragon Merger Sub Inc., to purchase all outstanding shares of Genco common stock at $23.50 per share
in cash. On May 27, 2026, Diana increased the offer price from $23.50 per share in cash to $24.80 per share in cash. To the extent that
Genco declares a cash dividend or other distribution on the Genco shares, the cash component of the offer price will be reduced by the
amount payable per share. Diana intends to file with the SEC an amended tender offer statement on Schedule TO and a registration statement
on Form F-4 reflecting the terms of its increased offer made to the Genco Board reflecting an implied value of $27.34 per Genco share
comprised of $24.80 in cash and one Diana share with an implied value of $2.54 based on Diana's 30-day VWAP as of June 16, 2026. . These
materials, as may be amended from time to time, will contain important information, including the terms and conditions of the revised
Offer. Shareholders of Genco are strongly advised to read Diana's amended tender offer statement, registration statement and other offer
documents as they become available because they will contain important information regarding the revised offer. Diana's tender offer statement,
offer to purchase and other offer documents, when filed, will be available at no charge on the SEC's website at www.sec.gov.
The Offer is conditioned upon, among other things:
(i) Genco entering into a definitive merger agreement with Diana substantially in the form of the merger agreement included with the Offer
documents; (ii) Genco shareholders validly tendering a majority of Genco's outstanding shares on a fully diluted basis; (iii) the termination
or inapplicability of Genco's shareholder rights plan; (iv) the Genco Board's approval of the transaction under certain affiliate transaction
provisions in Genco's charter, and (v) other customary conditions. When Diana files an amended tender offer statement on Schedule TO and
a registration statement on Form F-4 reflecting the terms of its increased offer, the Offer will be conditioned on Diana's registration
statement on Form F-4 being declared effective by the SEC. Satisfaction of the merger agreement condition, the shareholder rights plan
condition and the affiliate transaction condition is solely within the control of Genco and the members of the Genco Board.
If the Offer is successfully completed, Diana
intends to consummate a second-step merger as promptly as practicable, in which any remaining Genco shareholders who did not tender their
shares in the Offer would receive the same consideration that was paid in the Offer. As a result, if the Offer is completed and the second-step
merger is consummated, all Genco shareholders — whether or not they tender their shares — would receive the same consideration.
Importantly, shareholders who tender in the Offer may receive their consideration sooner than those whose shares are acquired in the second-step
merger.
Questions and requests for assistance regarding
the Offer may be directed to Okapi Partners LLC, the information agent for the Offer, toll-free at (855) 305-0857 or by email at info@okapipartners.com.
Corporate
Contact:
Margarita Veniou
Chief Corporate Development, Governance & Communications Officer and Board Secretary
Tel: + 30-210-9470-100
Email: mveniou@dianashippinginc.com
Website: www.dianashippinginc.com
X: @Dianaship
Investor
Relations Contact:
Nicolas Bornozis / Daniela Guerrero
Capital Link, Inc.
Tel: (212) 661-7566
Email: diana@capitallink.com
Bruce Goldfarb
/ Chuck Garske / Lisa Patel
Okapi Partners
Tel: (212) 297-0720
info@okapipartners.com
Media
Contact:
Mark Semer / Grace Cartwright Gasthalter & Co.
Tel: (212) 257-4170
DianaShipping@gasthalter.com
DIANA
SHIPPING INC. ANNOUNCES EXTENSION OF FINANCING TO SUPPORT ACQUISITION OF ALL OUTSTANDING SHARES OF GENCO SHIPPING & TRADING
Fully Underwritten
Commitment Arranged by DNB Carnegie and Nordea, with Participation from Leading International Banks
$27.34
Per Share Offer Made to Genco Board — Comprised of $24.80 in Cash and One Diana Share Valued at $2.541 — Remains on the Table,
Providing an Opportunity to Deliver Premium Value for Genco Shareholders
Financing
Extension, Combined with Shareholder Tender Support, Reflects Growing Momentum Behind Diana’s Proposal and Its Unwavering Commitment
to Negotiating a Transaction with Genco
Athens, Greece – June
30, 2026 – Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing
in the ownership and bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco Shipping & Trading Limited (NYSE:
GNK) (“Genco”), today announced1 an extension of the fully committed financing supporting Diana’s offer to
acquire the outstanding shares of Genco not already owned by Diana. The extension is a further demonstration of Diana's commitment to
completing a transaction and of its banking partners' confidence in the strength and credibility of Diana's proposal. The fully committed
financing — in the amount of $1.412 billion — is arranged by DNB Carnegie and Nordea, with participation from leading international
banks, including DNB, Nordea, BNP Paribas, Standard Chartered, Deutsche Bank and Danske Bank. The total financing amount reflects an adjustment
to Tranche B of the commitment from $331 million to $310 million, following Genco's sale of two vessels — the Picardy and the Predator.
Tranche A remains unchanged at $1.102 billion. Diana’s recently increased offer to acquire the outstanding shares of Genco not already
owned by Diana for $27.34 per share — comprised of $24.80 per share in cash plus one Diana share valued at $2.54 based on Diana's
30-day volume-weighted average price as of June 16, 2026 — remains on the table. It represents a 53% premium to Genco's undisturbed
share price and a 6% premium to Genco's net asset value per share based on VesselsValue data, at cyclically high drybulk asset values
that are at or near 15-year highs. The Diana management team remains eager and available to meet immediately with the Genco Board of Directors
and its advisors to negotiate a transaction in good faith. Semiramis Paliou, Diana's Chief Executive Officer, commented: “We are
grateful to our banking partners for their continued confidence in and support of Diana’s premium offer to acquire the Genco shares
that we do not currently own. Their commitment, alongside the growing support of shareholders who have tendered their shares, sends a
clear message that there is a serious, credible, and well-supported offer on the table. We encourage additional shareholders to participate
in the tender offer, which will further demonstrate to the Genco Board that they should engage with us as soon as possible to maximize
value for all Genco shareholders.”
________________________________________________
1 Based on Diana's 30-day volume-weighted average price as of June 16, 2026.
About Diana Shipping Inc.
Diana Shipping Inc. (“Diana”)
(NYSE: DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels.
Diana’s vessels are employed primarily on short to medium-term time charters and transport a range of dry bulk cargoes, including
such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.
About Star Bulk Carriers
Corp.
Star Bulk Carriers Corp. (“Star
Bulk”) is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk’s
vessels transport major bulks, which include iron ore, minerals and grain, and minor bulks, which include bauxite, fertilizers and steel
products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, New York,
Stamford and Singapore.
Cautionary Statement Regarding
Forward-Looking Statements
Matters discussed in this communication
and other statements made by Diana, may constitute forward looking statements as defined in the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations, objectives,
goals, future events, performance or strategies and other statements of Diana or its management team, which are other than statements
of historical facts.
These forward-looking statements
relate to, among other things, Diana’s proposal to acquire Genco and the anticipated benefits of such a transaction, and Diana’s
ability to finance such transaction. Forward looking statements can be identified by words such as “believe,” “will,”
“anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,”
“potential,” “may,” “should,” “expect,” “pending” and similar expressions
identify forward-looking statements.
The forward-looking statements
in this press release and in other statements made by Diana or Star Bulk, as applicable, are based upon various assumptions, many of which
are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends,
data contained in Diana’s records, Genco’s public filings and disclosures and data available from third parties. Although
Diana believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties
and contingencies that are difficult or impossible to predict and are beyond its control, Diana cannot assure you that it will achieve
or accomplish these expectations, beliefs or projections.
The forward-looking statements
in this communication are based on current expectations, assumptions, and estimates, and are subject to numerous risks and uncertainties.
These include, without limitation, risks relating to: (i) the possibility that the proposed transaction may not proceed; (ii) the ability
to obtain regulatory or shareholder approvals, if required; (iii) the risk that Genco’s Board of Directors or management may continue
to oppose the proposal or not respond to further attempted engagement by Diana; (iv) failure to realize anticipated benefits of the transaction;
(v) changes in the financial or operating performance of Diana, Star Bulk or Genco; (vi) the possibility that shareholders of Genco will
not elect to tender their shares of common stock of Genco in connection with the Offer (as defined below) or that the conditions to consummation
of the Offer are not satisfied; and (vii) general economic, market, and industry conditions. These and other risks are described in documents
filed by Diana with, or furnished by Diana to, the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report
on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC, and
are described in documents filed by Genco with, or furnished by Genco to, the SEC, including its Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC. Diana undertakes no obligation
to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Information Regarding the
Offer
On May 4, 2026, Diana commenced
a tender offer, through its wholly owned subsidiary 4 Dragon Merger Sub Inc., to purchase all outstanding shares of Genco common stock
at $23.50 per share in cash. On May 27, 2026, Diana increased the offer price from $23.50 per share in cash to $24.80 per share in cash.
To the extent that Genco declares a cash dividend or other distribution on the Genco shares, the cash component of the offer price will
be reduced by the amount payable per share. Diana intends to file with the SEC an amended tender offer statement on Schedule TO and a
registration statement on Form F-4 reflecting the terms of its increased offer made to the Genco Board reflecting an implied value of
$27.34 per Genco share comprised of $24.80 in cash and one Diana share with an implied value of $2.54 based on Diana's 30-day VWAP as
of June 16, 2026. These materials, as may be amended from time to time, will contain important information, including the terms and conditions
of the revised Offer. Shareholders of Genco are strongly advised to read Diana's amended tender offer statement, registration statement
and other offer documents as they become available
because they will contain important information regarding the revised offer. Diana's
tender offer statement, offer to purchase and other offer documents, when filed, will be available at no charge on the SEC's website at
www.sec.gov.
The Offer is conditioned upon,
among other things: (i) Genco entering into a definitive merger agreement with Diana substantially in the form of the merger agreement
included with the Offer documents; (ii) Genco shareholders validly tendering a majority of Genco's outstanding shares on a fully diluted
basis; (iii) the termination or inapplicability of Genco's shareholder rights plan; (iv) the Genco Board's approval of the transaction
under certain affiliate transaction provisions in Genco's charter, and (v) other customary conditions. When Diana files an amended tender
offer statement on Schedule TO and a registration statement on Form F-4 reflecting the terms of its increased offer, the Offer will be
conditioned on Diana's registration statement on Form F-4 being declared effective by the SEC. Satisfaction of the merger agreement condition,
the shareholder rights plan condition and the affiliate transaction condition is solely within the control of Genco and the members of
the Genco Board.
If the Offer is successfully
completed, Diana intends to consummate a second-step merger as promptly as practicable, in which any remaining Genco shareholders who
did not tender their shares in the Offer would receive the same consideration that was paid in the Offer. As a result, if the Offer is
completed and the second-step merger is consummated, all Genco shareholders — whether or not they tender their shares — would
receive the same consideration. Importantly, shareholders who tender in the Offer may receive their consideration sooner than those whose
shares are acquired in the second-step merger. Questions and requests for assistance regarding the Offer may be directed to Okapi Partners
LLC, the information agent for the Offer, toll-free at (855) 305-0857 or by email at info@okapipartners.com
