Genco amends Schedule 14D-9 over $24.80 tender offer

Genco Shipping & Trading Limited files Amendment No. 19 to its Schedule 14D-9 in response to the unsolicited tender offer by Diana Shipping Inc. and its merger subsidiary to acquire all outstanding Genco shares for $24.80 per share in cash.

Accepted by SEC EDGAR 06/29/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Genco Shipping & Trading Limited files Amendment No. 19 to its Schedule 14D-9 in response to the unsolicited tender offer by Diana Shipping Inc. and its merger subsidiary to acquire all outstanding Genco shares for $24.80 per share in cash. This Amendment supplements the Statement originally filed on May 15, 2026 and includes an exhibit: a Company statement dated June 29, 2026.

Insights

M&A Counsel

Amendment clarifies and supplements Genco's prior recommendation materials.

Amendment No. 19 updates the Solicitation/Recommendation Statement on Schedule 14D-9 regarding the unsolicited tender offer by Diana Shipping Inc. at $24.80 per share. It attaches a Company statement dated June 29, 2026.

The filing is procedural: it preserves the existing Statement while adding the new exhibit. Any legal or shareholder consequences depend on the content of the attached statement and subsequent disclosures or actions by the parties.

Corporate Finance Analyst

Price disclosed in the tender offer is $24.80 per share; Amendment adds a public Company statement.

The Schedule 14D-9 Amendment reiterates that the offer is unsolicited and quantifies the cash consideration at $24.80 per share, net of withholding. It references the initial filing date of May 15, 2026.

Investor implications hinge on the Company statement's content and any response by shareholders; subsequent filings may disclose board recommendation or changes in offer terms.

Key Figures

Offer price: $24.80 per share Amendment number: Amendment No. 19 Original filing date: May 15, 2026 +2 more

5 metrics

Offer price $24.80 per share cash consideration in Diana Shipping's unsolicited tender offer

Amendment number Amendment No. 19 to the Schedule 14D-9 Solicitation/Recommendation Statement

Original filing date May 15, 2026 date of the originally filed Schedule 14D-9

Exhibit statement date June 29, 2026 date of the Company statement attached as an exhibit

CUSIP Y2685T131 common stock class identifier

Key Terms

Schedule 14D-9, unsolicited tender offer, Series B Preferred Stock

3 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement under Section 14(d)(4)"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

unsolicited tender offer financial

"relates to the unsolicited tender offer by Diana Shipping Inc."

An unsolicited tender offer is a public bid by an outside party to buy a company’s shares directly from shareholders without the target company’s board asking for or endorsing the transaction. It matters to investors because it can offer a quick cash exit at a premium or create uncertainty about the company’s future—like a stranger showing up with a firm offer for your house, forcing owners to weigh immediate gain against long-term plans and risks.

Series B Preferred Stock financial

"associated rights to purchase shares of Series B Preferred Stock"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

FAQ

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

What price is Diana Shipping offering for GNK shares?

Diana Shipping's tender offer is for $24.80 per Genco share in cash. The Schedule 14D-9 Amendment states the offer is unsolicited and the consideration is $24.80 per share, net of any required withholding taxes, for all issued and outstanding common stock.

Who filed Amendment No. 19 to the Schedule 14D-9 for GNK?

Genco Shipping & Trading Limited filed Amendment No. 19. The Company amended its Solicitation/Recommendation Statement originally filed on May 15, 2026 and attached a Company statement dated June 29, 2026 as an exhibit.

What does Amendment No. 19 to GNK's Schedule 14D-9 add?

The Amendment supplements the existing Statement with an additional exhibit: a Company statement dated June 29, 2026. It affirms that, except as amended, the prior Statement remains unchanged and appends the new statement as Exhibit (a)(65).

Is the tender offer for GNK described as friendly or unsolicited?

The tender offer is described as unsolicited. The Schedule 14D-9 and this Amendment explicitly characterize Diana Shipping's purchase proposal as an unsolicited tender offer to acquire all issued and outstanding Genco shares.

Who signed the Amendment No. 19 on behalf of GNK?

Peter Allen, Chief Financial Officer of Genco, signed the Amendment. The signature block shows Peter Allen certifying the filing as Chief Financial Officer and the filing date is June 29, 2026.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 19)

GENCO SHIPPING & TRADING LIMITED

(Name of Subject Company)

GENCO SHIPPING & TRADING LIMITED

(Name of Person Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y2685T131

(CUSIP Number of Class of Securities)

Peter Allen

Chief Financial Officer

299 Park Avenue, 12th Floor

New York, New York 10171

(646) 443-8550

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)

With copies to:

Kai H.E. Liekefett Reuben Zaramian Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 (212) 839-8744 Thomas E. Molner J. Michael Mayerfeld Herbert Smith Freehills Kramer (US) LLP 1177 Avenue of the Americas New York, NY 10036 (212) 715-9100

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

Introduction

This Amendment No. 19 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Genco Shipping & Trading Limited, a Marshall Islands corporation (“Genco” or the “Company”), with the Securities and Exchange Commission on May 15, 2026. The Statement relates to the unsolicited tender offer by Diana Shipping Inc., a Marshall Islands corporation (“Diana”) and 4 Dragon Merger Sub Inc., a Marshall Islands corporation and a direct wholly-owned subsidiary of Diana, to purchase all of the issued and outstanding shares of common stock of Genco, par value $0.01 per share, and the associated rights to purchase shares of Series B Preferred Stock, par value $0.01 per share, for $24.80 per share in cash, without interest and less any required withholding taxes. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.

The Statement is hereby amended and supplemented as follows:

Item 9. Exhibits

The following exhibits are filed with this Statement:

Exhibit No.		Description
(a)(65)		Statement, issued by Genco on June 29, 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.

Date: June 29, 2026
GENCO SHIPPING & TRADING LIMITED
By:	/s/ Peter Allen
	Peter Allen
	Chief Financial Officer (Principal Financial Officer)