Genco extends shareholder rights agreement to 2027

Qualifying Offer provisions now use a 12-month pricing lookback, while Board consideration and special-meeting periods are 90 calendar days.

Rhea-AI Filing Summary

Genco Shipping & Trading Limited (GNK) amended its shareholder rights agreement, extending the Final Expiration Date to September 30, 2027. The amendment shortens the period used to measure the minimum price for a Qualifying Offer from 24 months to 12 months before the offer begins, and clarifies that this price criterion no longer applies after the offer is made. It changes both the Board’s consideration period and the period for calling a special meeting from 90 Business Days to 90 calendar days. An offeror may withdraw an offer if a Material Adverse Effect has occurred and is continuing. The other provisions remain unchanged, and the company says the agreement does not prevent the Board from considering any proposal or fair offers that are otherwise in shareholders’ best interests.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Final Expiration Date: September 30, 2027 Qualifying Offer price measurement period: 12 months Board consideration and special-meeting periods: 90 calendar days

3 metrics

Final Expiration Date September 30, 2027 Amended shareholder rights agreement

Qualifying Offer price measurement period 12 months Before commencement of the offer; reduced from 24 months

Board consideration and special-meeting periods 90 calendar days Changed from 90 Business Days

Key Terms

Qualifying Offer, Final Expiration Date, Material Adverse Effect, Business Days, +1 more

5 terms

Qualifying Offer technical

"minimum Qualifying Offer price"

An offer that meets the specific legal, regulatory, or contractual conditions set by securities rules, an exchange, or an agreement so it can be treated as valid for a particular corporate action (for example, a takeover bid, rights offering, or debt restructuring). Think of it as a formally acceptable bid that clears the required checkpoints; it matters to investors because only a qualifying offer will trigger the intended consequences, such as shareholder votes, mandatory disclosures, or certain settlement mechanisms.

Final Expiration Date technical

"extends the Final Expiration Date"

Material Adverse Effect technical

"a Material Adverse Effect has occurred and is continuing"

A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.

Business Days technical

"ninety (90) Business Days"

Business days are the calendar days when banks, stock exchanges and government offices are open for routine operations—typically Monday through Friday, excluding public holidays in the relevant country. For investors they matter because many deadlines, trade settlements and official filings are measured in business days rather than calendar days, like using a workweek clock instead of including weekends and holidays when planning transactions or expecting responses.

control premium financial

"paying all shareholders an appropriate control premium"

An extra amount a buyer is willing to pay above the market price to acquire enough shares to control a company’s decisions, like appointing management or setting strategy. It matters to investors because this premium changes the valuation of a deal and signals how much control is worth — similar to paying more for a house because it comes with the keys and the right to renovate, not just the bricks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does GNK’s amended shareholder rights agreement expire?

The amended agreement’s Final Expiration Date is September 30, 2027. The amendment also revises provisions governing Qualifying Offers, while leaving the other provisions unchanged.

What changed in GNK’s Qualifying Offer price test?

The minimum Qualifying Offer price is measured using the 12 months before the offer begins, reduced from 24 months. The criterion no longer continues to measure the stock price after the offer is made.

How long are GNK’s Board and special-meeting periods under the amendment?

The amendment changes the Board’s consideration period and the period for calling a special meeting to 90 calendar days, replacing 90 Business Days for both.

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

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Available on EDGAR 09/25/2026 - 04:45 PM Accepted by SEC EDGAR 09/25/2026 - 04:45 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2026

GENCO SHIPPING & TRADING LIMITED

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	001-33393	98-0439758
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)

299 Park Avenue
12th Floor
New York, NY
(Address of principal executive offices)
10171
(Zip code)

Registrant’s telephone number, including area code:  (646) 443-8550

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol(s)		Name of exchange on which registered
	Common stock, par value $0.01 per share		GNK		New York Stock Exchange (NYSE)
	Preferred Stock Purchase Rights		N/A		New York Stock Exchange (NYSE)

Item 1.01 Entry into a Material Definitive Agreement.

On September 25, 2026, Genco Shipping & Trading Limited (the “Company”) entered into the Fourth Amendment to Shareholders Rights Agreement (the “Fourth Amendment”) to amend the Shareholder Rights Agreement, dated as of October 1, 2025 between the Company and Computershare Inc., as amended to date (the “Rights Agreement”). The description of the Rights Agreement as amended in the Company’s Current Reports on Form 8-K filed on October 1, 2025 and June 2, 2026 are incorporated herein by reference.  Capitalized terms used but not otherwise defined have the meanings given to them in the Rights Agreement.  

The Company’s Board of Directors (the “Board”) determined that, based on the advisory shareholder vote at the Company’s 2026 Annual Meeting of Shareholders on June 18, 2026 approving extension of the Rights Agreement, shareholder feedback on the Rights Agreement, and its ongoing assessment of the facts and circumstances, it would be in the best interests of the Company and its shareholders to extend the Final Expiration Date and revise certain provisions of the Rights Agreement pertaining to Qualifying Offers.  The other provisions of the Rights Agreement remain unchanged.

The Fourth Amendment extends the Final Expiration Date to September 30, 2027, shortens the measurement period for the minimum Qualifying Offer price from 24 months to 12 months prior to the commencement of the offer, expressly provides that this criterion does not continue to apply to measure stock price after the Qualifying Offer is made, changes periods for  the Board’s consideration of the Qualifying Offer and for calling a special meeting of shareholders to exempt the Qualifying Offer from the Rights Agreement  from ninety (90) Business Days (as defined in the Fourth Amendment) to ninety (90) calendar days, and permits an offeror to withdraw an offer in the event that a Material Adverse Effect (as defined in the Fourth Amendment) has occurred and is continuing.

The Rights Agreement remains substantially similar to rights plans adopted by other public companies and continues to be intended to enable all Company shareholders to realize the long-term value of their investment. The Rights Agreement is designed to reduce the likelihood that any entity, person, or group would gain control of or exert 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, 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, and does not preclude the Board from considering, offers that are fair and otherwise in the best interest of the Company’s shareholders.

The foregoing description of the material terms of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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(d)

Exhibits

Exhibit No.	Description
4.1	Fourth Amendment to Shareholder Rights Agreement, dated September 25, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENCO SHIPPING & TRADING LIMITED

DATE: September 25, 2026

/s/ Peter Allen

Peter Allen

Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Fourth Amendment to Shareholder Rights Agreement, dated September 25, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 43.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.2 KB