Filed by: Diana Shipping Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Genco Shipping & Trading
Limited
Commission File No. 001-33393
June 29, 2026
On June 29, 2026, Diana Shipping Inc. issued the following
press release.
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.
