Genco (GNK) supplements proxy record as Diana offers $23.50 per share

Rhea-AI Filing Summary

Genco Shipping & Trading Limited filed Amendment No. 2 to its Solicitation/Recommendation Statement on May 18, 2026 in response to the unsolicited tender offer by Diana Shipping Inc. The amendment supplements the Schedule 14D-9 and confirms the tender offer price of $23.50 per share in cash. The filing adds exhibits including a shareholder letter, two press statements and a LinkedIn post, all dated May 18, 2026.

Insights

Corporate Governance Counsel

Amendment supplements Genco's recommendation materials and attaches shareholder communications.

Genco filed Amendment No. 2 to its Schedule 14D-9 to supplement its Solicitation/Recommendation Statement and attached four exhibits: a letter to shareholders, two statements, and a LinkedIn post, all dated May 18, 2026. The amendment reiterates the unsolicited tender offer price of $23.50 per share.

Timing and legal effect are governed by Schedule 14D-9 procedures; any recommendation or definitive shareholder guidance would be found in the attached exhibits. Subsequent disclosures or procedural steps will appear in further filings.

M&A Analyst

Filing confirms target's supplemental communications amid Diana's unsolicited $23.50 per-share offer.

The amendment supplements prior Schedule 14D-9 material and makes four communications publicly part of Genco's solicitation record. The filing identifies Diana Shipping Inc. as the bidder and restates the cash offer price of $23.50 per share.

Market or shareholder reactions are not disclosed here; investors should review the appended letter and statements for Genco's recommendation or further details.

Key Figures

Offer price: $23.50 per share Amendment date: May 18, 2026 CUSIP: Y2685T131 +1 more

4 metrics

Offer price $23.50 per share unsolicited tender offer price

Amendment date May 18, 2026 date of Amendment No. 2 and attached exhibits

CUSIP Y2685T131 Genco common stock CUSIP

Par value $0.01 per share common stock par value

Key Terms

Schedule 14D-9, unsolicited tender offer, Series B Preferred Stock, Solicitation/Recommendation Statement

4 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement on Schedule 14D-9 (as amended)"

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

"the unsolicited tender offer by Diana Shipping Inc. to purchase all of the issued and outstanding shares"

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.

Solicitation/Recommendation Statement regulatory

"This Amendment No. 2 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement"

A solicitation/recommendation statement is a public message from a company, board member, shareholder or advisor that asks investors to take a specific action—such as voting a proxy, tendering shares, or accepting or rejecting an offer—and explains which choice the issuer recommends. It matters to investors because these statements aim to shape outcomes that affect ownership, control or value, and they are often subject to disclosure rules so readers can judge the source’s motives and reliability; think of it like a persuasive letter that also must show who wrote it and why.

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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. 2)

________________________________

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, New York 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. 2 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 $23.50 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)(22)		Letter to shareholders of Genco, issued on May 18, 2026.
(a)(23)		Statement issued by Genco on May 18, 2026.
(a)(24)		LinkedIn post, made available by Genco on May 18, 2026.
(a)(25)		Statement issued by Genco on May 18, 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: May 18, 2026

	GENCO SHIPPING & TRADING LIMITED
	By:		/s/ Peter Allen
			Peter Allen
			Chief Financial Officer (Principal Financial Officer)

FAQ

What does Genco's SC 14D-9/A Amendment No. 2 disclose?

It supplements Genco's Solicitation/Recommendation Statement with four exhibits dated May 18, 2026. The exhibits include a shareholder letter, two statements and a LinkedIn post and reference the unsolicited offer of $23.50 per share.

Who is making the unsolicited tender offer for Genco (GNK)?

The unsolicited tender offer is by Diana Shipping Inc., with a wholly owned subsidiary, 4 Dragon Merger Sub Inc., named as purchaser. The offer seeks all issued and outstanding common shares of Genco at $23.50 per share in cash.

What price is Diana offering for Genco's shares?

Diana's unsolicited tender offer is for $23.50 per share in cash, without interest and less any required withholding taxes. This per-share cash price is stated in Genco's Schedule 14D-9 filing materials.

What documents were added to the Schedule 14D-9 by Amendment No. 2?

Amendment No. 2 attaches four exhibits: a letter to shareholders issued on May 18, 2026, two separate statements issued on May 18, 2026, and a LinkedIn post made available on May 18, 2026.

Does the amendment state Genco's recommendation on the tender offer?

The amendment references and files communications but does not itself state a recommendation in the excerpt provided. Review the attached letter and statements dated May 18, 2026 for any recommendation language.