GNK Insider Filing: Dolphin's RSUs Settle Upon Board Departure (155,006 Shares)

Rhea-AI Filing Summary

James G. Dolphin, a director of GENCO SHIPPING & TRADING LTD (GNK), ceased board service on August 26, 2025 and became entitled to receive previously granted restricted stock units (RSUs) that converted one-for-one into common stock (fractional shares settled in cash). These RSUs vested on various prior dates from July 17, 2015 through May 20, 2025, with one tranche accelerated immediately before his departure. The Form 4 reports a series of share issuances on August 26, 2025, resulting in 155,006 shares shown as beneficially owned following the reported transactions. The filing states no new equity awards were granted in connection with his departure.

Positive

• RSUs converted to stock rather than canceled, preserving previously awarded compensation
• No new equity awards were granted in connection with the departure, per the filing

Negative

• Director departure on August 26, 2025, which may be material to governance or board composition
• Vesting acceleration occurred immediately prior to departure for one tranche of RSUs

Insights

Corporate Governance Expert

TL;DR: Director departure triggered settlement of long-standing RSUs; no new awards were issued, and fractional shares were paid in cash.

The filing documents an exit-related settlement of previously granted restricted stock units for James G. Dolphin upon his departure from the board on August 26, 2025. The RSUs vesting schedule ranges from 2015 to 2025, and one tranche's vesting was accelerated immediately prior to departure, converting into common stock on a one-for-one basis. The filing explicitly states no new equity grants were made in connection with the departure, which implies the company honored pre-existing compensation arrangements rather than providing additional exit-related equity. For governance reviewers, this is a routine settlement of legacy compensation rather than a negotiated severance award documented as new equity.

Securities Analyst

TL;DR: The Form 4 reports conversion of vested RSUs into common stock totaling 155,006 shares following the director's departure.

The transactions recorded on August 26, 2025 reflect the conversion of multiple vested restricted stock units into common shares, with fractional shares settled in cash. The reported post-transaction beneficial ownership is 155,006 shares. The document contains no cash sale or purchase prices for open-market transactions; derivative RSUs converted at $0 exercise price into common stock. From a securities-reporting perspective, these entries are consistent with the administrative settlement of long-standing awards and do not indicate market trades or additional issuances beyond the conversion of existing RSUs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dolphin James G

(Last) (First) (Middle)

C/O GENCO SHIPPING & TRADING LIMITED

299 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENCO SHIPPING & TRADING LTD [ GNK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2025		M		632	A	(1)	632	D
Common Stock	08/26/2025		M		1,821	A	(1)	2,453	D
Common Stock	08/26/2025		M		26,074	A	(1)	28,527	D
Common Stock	08/26/2025		M		13,140	A	(1)	41,667	D
Common Stock	08/26/2025		M		7,441	A	(1)	49,108	D
Common Stock	08/26/2025		M		15,426	A	(1)	64,534	D
Common Stock	08/26/2025		M		20,325	A	(1)	84,859	D
Common Stock	08/26/2025		M		16,174	A	(1)	101,033	D
Common Stock	08/26/2025		M		12,283	A	(1)	113,316	D
Common Stock	08/26/2025		M		17,007	A	(1)	130,323	D
Common Stock	08/26/2025		M		10,056	A	(1)	140,379	D
Common Stock	08/26/2025		M		14,627	A	(1)	155,006	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)(2)	08/26/2025		M			632.1	(2)	(2)	Common Stock	632.1	$0	0	D
Restricted Stock Units	(1)(3)	08/26/2025		M			1,821.13	(3)	(3)	Common Stock	1,821.13	$0	0	D
Restricted Stock Units	(1)(4)	08/26/2025		M			26,074.9	(4)	(4)	Common Stock	26,074.9	$0	0	D
Restricted Stock Units	(1)(5)	08/26/2025		M			13,140.7	(5)	(5)	Common Stock	13,140.7	$0	0	D
Restricted Stock Units	(1)(6)	08/26/2025		M			7,441	(6)	(6)	Common Stock	7,441	$0	0	D
Restricted Stock Units	(1)(7)	08/26/2025		M			15,426.51	(7)	(7)	Common Stock	15,426.51	$0	0	D
Restricted Stock Units	(1)(8)	08/26/2025		M			20,325.85	(8)	(8)	Common Stock	20,325.85	$0	0	D
Restricted Stock Units	(1)(9)	08/26/2025		M			16,174.15	(9)	(9)	Common Stock	16,174.15	$0	0	D
Restricted Stock Units	(1)(10)	08/26/2025		M			12,283.49	(10)	(10)	Common Stock	12,283.49	$0	0	D
Restricted Stock Units	(1)(11)	08/26/2025		M			17,007.34	(11)	(11)	Common Stock	17,007.34	$0	0	D
Restricted Stock Units	(1)(12)	08/26/2025		M			10,056.47	(12)	(12)	Common Stock	10,056.47	$0	0	D
Restricted Stock Units	(1)(13)	08/26/2025		M			14,627.02	(13)	(13)	Common Stock	14,627.02	$0	0	D

Explanation of Responses:

1. The Reporting Person became entitled to receive shares of common stock in settlement of these prior existing restricted stock units ("RSUs") in connection with his departure from the Issuer's Board of Directors on August 26, 2025. No new equity awards were granted in connection with such departure. Restricted stock units convert into common stock on a one-for-one basis with fractional shares settled in cash.

2. These RSUs vested on July 17, 2015.

3. These RSUs vested on May 18, 2016.

4. These RSUs vested on May 17, 2017.

5. These RSUs vested on May 15, 2018.

6. These RSUs vested on May 15, 2019.

7. These RSUs vested on July 15, 2020.

8. These RSUs vested on May 13, 2021.

9. These RSUs vested on May 16, 2022.

10. These RSUs vested on May 16, 2023.

11. These RSUs vested on May 23, 2024.

12. These RSUs vested on May 20, 2025.

13. Vesting of these RSUs was accelerated immediately prior the Reporting Person's departure from the Issuer's Board of Directors on August 26, 2025.

	/s/ James G. Dolphin	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did GNK director James G. Dolphin report on Form 4?

The Form 4 reports the conversion of previously granted RSUs into common stock on August 26, 2025, resulting in 155,006 shares shown as beneficially owned after the transactions.

Did James G. Dolphin receive any new equity awards when leaving GNK?

No. The filing explicitly states no new equity awards were granted in connection with his departure.

How were fractional shares handled for the RSU conversions?

The RSUs convert one-for-one into common stock with fractional shares settled in cash, per the filing explanation.

When did the vested RSUs underlying the conversion originally vest?

The RSUs vested on various dates between July 17, 2015 and May 20, 2025, with one tranche accelerated immediately before departure.

When was the Form 4 signed and filed for these transactions?

The filing bears the reporting person's signature dated August 28, 2025.