Genco (GNK) amends Schedule 14D-9, posts exhibits after $23.50 offer

Rhea-AI Filing Summary

Genco Shipping & Trading Limited files Amendment No. 4 to its Schedule 14D-9 in response to an unsolicited tender offer by Diana Shipping Inc. that proposes to purchase Genco shares for $23.50 per share in cash. This Amendment supplements the prior Statement and attaches three exhibits made available on May 26, 2026.

The Amendment states that, except as amended, the prior Schedule 14D-9 filed on May 15, 2026 remains unchanged and that the exhibits include an investor presentation, a company statement, and an updated website posting.

Insights

M&A Counsel

Amendment updates Genco's response and publishes supporting materials.

Genco filed Amendment No. 4 to its Schedule 14D-9 to supplement the recommendation/solicitation statement regarding an unsolicited tender offer by Diana Shipping Inc. The Amendment attaches three exhibits dated May 26, 2026, including an investor presentation and company statement.

Key dependencies are the previously filed Statement dated May 15, 2026 and the tender offer price of $23.50 per share. Future material changes would appear in further amendments or separate disclosures.

Corporate Governance Analyst

Disclosure focuses on shareholder communications and supplemental materials.

The Amendment emphasizes supplemental materials made available to shareholders—an investor presentation, a company statement, and an updated website posting—each dated May 26, 2026. These items provide the public rationale or background supporting Genco's position.

Cash‑flow treatment and board recommendations are not restated here; readers should consult the full Statement and exhibits for the company’s recommendation and any conditions tied to the $23.50 offer.

Key Figures

Tender offer price: $23.50 per share Original Schedule 14D-9 filing date: May 15, 2026 Amendment filing date: May 26, 2026 +1 more

4 metrics

Tender offer price $23.50 per share proposed cash purchase price by Diana Shipping Inc.

Original Schedule 14D-9 filing date May 15, 2026 date of the initially filed Solicitation/Recommendation Statement

Amendment filing date May 26, 2026 date of Amendment No. 4 and exhibits made available

Exhibits attached 3 exhibits investor presentation; company statement; updated website (all May 26, 2026)

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

"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.

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

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Available on EDGAR 05/26/2026 - 05:26 PM Accepted by SEC EDGAR 05/26/2026 - 05:25 PM Learn about SEC filing dates

FAQ

What does Genco (GNK) say about the $23.50 tender offer?

Genco supplements its Schedule 14D-9 and provides additional materials on May 26, 2026. The Amendment attaches an investor presentation, a company statement, and an updated website relating to Diana Shipping Inc.'s unsolicited offer of $23.50 per share.

When was the original Schedule 14D-9 filed for GNK?

The original Solicitation/Recommendation Statement was filed on May 15, 2026. This filing is Amendment No. 4, which amends and supplements that prior May 15, 2026 Statement with exhibits dated May 26, 2026.

What exhibits are attached to Genco's Amendment No. 4?

Amendment No. 4 attaches three exhibits dated May 26, 2026: an investor presentation, a company statement, and an updated website posting made available by Genco concerning the tender offer.

Does the Amendment change Genco's previously filed Statement?

The Amendment states that except as set forth herein, the information in the previously filed Statement remains unchanged. It specifically supplements the Statement with the three exhibits dated May 26, 2026.

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. 4)

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. 4 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)(30)		Investor presentation, made available by Genco on May 26, 2026.
(a)(31)		Statement issued by Genco on May 26, 2026.
(a)(32)		Updated website, made available by Genco on May 26, 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 26, 2026
	GENCO SHIPPING & TRADING LIMITED
	By:	/s/ Peter Allen
		Peter Allen
		Chief Financial Officer (Principal Financial Officer)