Diana Shipping (NYSE: GNK) offers $24.80 cash; revised $27.34 implied value

Rhea-AI Filing Summary

Diana Shipping (through 4 Dragon Merger Sub Inc.) launched a tender offer to purchase all outstanding shares of Genco Shipping & Trading Limited at $24.80 per share in cash, net to the seller, other than shares held in treasury. The filing reports that Diana beneficially owns 6,264,548 shares, representing 14.4% of Genco's common stock based on 43,577,051 shares outstanding as of May 6, 2026. On June 17, 2026, Diana submitted a revised proposal valuing each Genco share at a $27.34 total implied value, comprised of $24.80 cash plus one Diana common share (the Diana share value based on the 30-day VWAP ended June 16, 2026 of $2.54).

The Amendment (No. 19 to the Schedule TO) also adds a July 8, 2026 press release as an exhibit and states that, except as updated, prior Schedule TO disclosures remain unchanged.

Insights

M&A Strategist

Tender offer updated with a revised per-share proposal combining cash and stock.

The filing confirms a $24.80 cash tender offer and a June 17, 2026 revised proposal valuing Genco at a $27.34 implied per share (comprised of $24.80 cash plus one Diana share valued at a $2.54 30-day VWAP). This structure mixes cash and equity consideration, which may affect acceptance incentives for holders.

Key dependencies include the target shareholders' tender decisions and any conditions in the Offer to Purchase; timing and cash‑flow treatment are as stated in the Offer documents and not further detailed in this Amendment.

Corporate Finance

Holder stakes and outstanding share count give scale to Diana's disclosed 14.4% position.

The filing reports Diana's beneficial ownership of 6,264,548 shares (14.4%) calculated versus 43,577,051 shares outstanding as of May 6, 2026. That baseline anchors the potential remaining free float if the offer completes and helps size the takeover attempt.

Material next items to watch in subsequent filings include any revisions to the method of payment, conditions to the offer, and disclosure of shares tendered; those specifics will determine cash needs and closing mechanics.

Key Figures

Cash offer price: $24.80 per share Revised implied value: $27.34 per share Diana VWAP: $2.54 +2 more

5 metrics

Cash offer price $24.80 per share cash tender offer stated in Offer to Purchase

Revised implied value $27.34 per share June 17, 2026 revised proposal: $24.80 cash + one Diana share

Diana VWAP $2.54 30-day VWAP for Diana shares ended June 16, 2026 used to value one Diana share

Diana beneficial ownership 6,264,548 shares reported beneficial ownership in Schedule 13D/TO

Shares outstanding 43,577,051 shares outstanding as of May 6, 2026 (Form 10-Q)

Key Terms

tender offer, Schedule TO, volume-weighted average price, Shareholder Rights Agreement

4 terms

tender offer financial

"to purchase all of the outstanding shares of Common Stock"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Schedule TO regulatory

"This Amendment amends and supplements the Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

volume-weighted average price financial

"based on the volume-weighted average price per Diana share for the 30 days ended on June 16, 2026"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Shareholder Rights Agreement legal

"including the associated preferred stock purchase rights issued pursuant to the Shareholder Rights Agreement"

A shareholder rights agreement is a legal contract that spells out the powers and protections of shareholders, such as how shares can be bought, sold, or diluted and what happens during takeovers or corporate disputes. It matters to investors because it shapes how much control they have, how their ownership can change, and what safeguards exist against abrupt changes—like a homeowner’s rules that prevent a single neighbor from altering the whole block.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/08/2026 - 11:23 AM Accepted by SEC EDGAR 07/08/2026 - 11:22 AM Learn about SEC filing dates

FAQ

What price did Diana Shipping offer for GNK shares?

Diana offered $24.80 in cash per Genco share. The Offer to Purchase terms state $24.80 per share, net to the seller, subject to withholding taxes and the Offer conditions.

What is the revised proposal value per Genco share?

The revised proposal values each share at a $27.34 implied value. This is $24.80 cash plus one Diana common share, using a 30‑day VWAP of $2.54 for Diana ending June 16, 2026.

How many Genco shares does Diana already own?

Diana beneficially owns 6,264,548 shares, equal to 14.4% of Genco's common stock. The percentage is calculated from 43,577,051 shares outstanding as of May 6, 2026.

Does this Amendment change the original Offer terms?

This Amendment updates disclosures and adds a July 8, 2026 press release; otherwise, it states that the Schedule TO remains unchanged except for the updates described in the filing.

What form of consideration does the revised proposal use?

The revised proposal offers a mixed consideration: $24.80 cash plus one Diana common share, with the Diana share valued at the 30‑day VWAP of $2.54 ending June 16, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 19)

Genco Shipping & Trading Limited

(Name of Subject Company (Issuer))

4 Dragon Merger Sub Inc.

(Offeror)

a direct wholly owned subsidiary of

Diana Shipping Inc.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.01 per share

(Including the Associated Preferred Stock Purchase Rights)

(Title of Class of Securities)

Y2685T131

(CUSIP Number of Class of Securities)

Mr. Ioannis Zafirakis

Pendelis 16, Palaio Faliro

Athens, Greece J3, 175 64

30-210-947-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Philip Richter Warren de Wied Colum Weiden Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York, 10004 (212) 859-8000 Edward S. Horton Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 (212) 574-1200

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	x	third-party tender offer subject to Rule 14d-1.
	¨	issuer tender offer subject to Rule 13e-4.
	¨	going-private transaction subject to Rule 13e-3.
	x	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 27 (this “Amendment”) to the Schedule 13D filed by Diana Shipping Inc. (the Parent of the Offeror), on July 17, 2025 (and amended on July 31, 2025, September 30, 2025, November 24, 2025, January 13, 2026, January 16, 2026, March 10, 2026, March 23, 2026, April 13, 2026, May 4, 2026, May 7, 2026, May 12, 2026, May 18, 2026, May 19, 2026, May 27, 2026, May 28, 2026, June 1, 2026, June 2, 2026, June 4, 2026, June 8, 2026, June 11, 2026, June 12, 2026, June 15, 2026, June 16, 2026, June 17, 2026, June 18, 2026, June 29, 2026, and June 30, 2026) in respect of the Common Shares of the Company.

CUSIP No. Y2685T131
1	NAMES OF REPORTING PERSONS Diana Shipping Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,264,548.0
		8	SHARED VOTING POWER 0.0
		9	SOLE DISPOSITIVE POWER 6,264,548.0
		10	SHARED DISPOSITIVE POWER 0.0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

¹ All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

CUSIP No. Y2685T131
1	NAMES OF REPORTING PERSONS 4 Dragon Merger Sub Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0.0
		8	SHARED VOTING POWER 0.0
		9	SOLE DISPOSITIVE POWER 6,264,548.0
		10	SHARED DISPOSITIVE POWER 0.0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

² All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

This Amendment No. 19 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on May 4, 2026 (as it may be further amended or supplemented from time to time, the “Schedule TO”), with respect to the tender offer (the “Offer”) made by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (“Purchaser”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (“Diana”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “Common Shares”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“Genco”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $24.80 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. On June 17, 2026, Diana submitted a revised proposal to the Board of Directors of Genco to acquire all of the issued and outstanding Common Shares not already owned by Diana for $27.34 in total implied value per share, comprised of $24.80 in cash plus one share of common stock of Diana, with the implied value based on the volume-weighted average price per Diana share for the 30 days ended on June 16, 2026 of $2.54.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase or the Schedule TO, as applicable. You should read this Amendment together with the Schedule TO and the Offer to Purchase.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

Exhibit No.		Description
(a)(5)(Y)		Press Release of Diana Shipping Inc., dated July 8, 2026

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 8, 2026

DIANA SHIPPING INC.
By:	/s/ Ioannis Zafirakis
Name:	Ioannis Zafirakis
Title:	President
4 DRAGON MERGER SUB INC.
By:	/s/ Ioannis Zafirakis
Name:	Ioannis Zafirakis
Title:	Secretary