Genco (GNK) Board reviews Diana's $24.80 cash+share offer

Rhea-AI Filing Summary

Genco Shipping & Trading Limited amended its Schedule 14D-9 to disclose and respond to Diana Shipping Inc.’s revised, unsolicited tender offer of $24.80 in cash plus one Diana share.

The amendment states Diana announced the revised offer in press releases on June 17, 2026 and June 18, 2026, but has not filed an amended tender offer statement on Schedule TO or a registration statement on Form F-4. Genco says it will not change its recommendation until those materials are filed and that the Board is "carefully reviewing the revised non-binding proposal" in consultation with advisors. Genco advises shareholders not to take any action now.

Insights

Corporate Governance Counsel

Board is awaiting target's formal filings before taking a position.

The amendment confirms Diana's public proposal of $24.80 plus one share but notes the absence of an amended Schedule TO and Form F-4 as of June 22, 2026. The Board retains discretion and is reviewing a "revised non-binding proposal" with financial and legal advisors.

Key dependencies are completion and contents of Diana's amended offer materials; subsequent disclosures will determine whether the Board updates its Solicitation/Recommendation statement or takes a public position.

M&A Financial Advisor

The disclosed consideration is cash plus stock, but filing gaps limit shareholder guidance.

Diana's stated consideration is $24.80 in cash and one Diana share, announced in press releases on June 17, 2026 and June 18, 2026. Genco emphasizes the offer is a "revised non-binding proposal."

Practical next steps hinge on Diana's amended Schedule TO and Form F-4 filing; until those appear, Genco's solicitation statement remains unchanged and shareholders are told to take no action.

Key Figures

Offer consideration: $24.80 plus one share Original Schedule 14D-9 filing: Filed May 15, 2026 Amendment date: June 22, 2026 +1 more

4 metrics

Offer consideration $24.80 plus one share Diana revised tender offer announced June 17-18, 2026

Original Schedule 14D-9 filing Filed May 15, 2026 Genco's initial Solicitation/Recommendation Statement filing date

Amendment date June 22, 2026 Date of Amendment No. 18 to Schedule 14D-9

Press release dates June 17, 2026; June 18, 2026 Dates Diana announced and reaffirmed revised offer

Key Terms

Schedule 14D-9, Schedule TO, Form F-4, tender offer

4 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.

Schedule TO regulatory

"amended tender offer statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Form F-4 regulatory

"a registration statement on Form F-4 reflecting the terms"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

tender offer financial

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

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

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Available on EDGAR 06/22/2026 - 04:52 PM Accepted by SEC EDGAR 06/22/2026 - 04:52 PM Learn about SEC filing dates

FAQ

What did Genco (GNK) disclose about Diana Shipping’s revised offer?

Genco disclosed Diana announced a revised offer of $24.80 cash plus one Diana share in press releases on June 17, 2026 and June 18, 2026, and that Diana has not filed amended SEC offer documents.

Has Diana filed an amended Schedule TO or Form F-4 for the revised offer?

No. The amendment states Diana "has not filed an amended tender offer statement, registration statement or other offer documents" with respect to its revised offer as of June 22, 2026.

Will Genco change its recommendation based on the revised proposal?

Genco said it "will not amend its Solicitation/Recommendation Statement" to take a position on the revised offer until Diana files the amended offer materials and registration statement.

What guidance did Genco give shareholders on the tender offer?

Genco advised shareholders "not to take any action at this time" while the Board and advisors review the "revised non-binding proposal" and until Diana files formal amended offer documents.

When was Genco’s original Solicitation/Recommendation Statement filed?

The company states the original Solicitation/Recommendation Statement was filed on May 15, 2026, and this filing is Amendment No. 18 dated June 22, 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. 18)

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. 18 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, plus one share of common stock of Diana. 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 4. The Solicitation or Recommendation

The section entitled “Solicitation/Recommendation” in Item 4 of the Statement is hereby amended and supplemented by adding thereto the following:

In a June 17, 2026 press release, Diana announced a revised tender offer having consideration of $24.80 in cash and one Diana share.  In the release, Diana stated, “Diana intends to file with the SEC an amended tender offer statement on Schedule TO and a registration statement on Form F-4 reflecting the terms of its revised Offer. These materials, as may be amended from time to time, will contain important information, including the terms and conditions of the revised Offer.”

Diana reaffirmed its revised offer in a June 18, 2026 press release.  However, Diana has not filed an amended tender offer statement, registration statement or other offer documents with respect to its revised offer to date.  Until such time, Genco will not amend its Solicitation/Recommendation Statement on Schedule 14D-9 to take a position in respect of such revised offer. Notwithstanding the foregoing, as previously disclosed by the Company, the Board is carefully reviewing the revised non-binding proposal received from Diana on June 17, 2026, in consultation with its financial and legal advisors.  Genco shareholders are advised not to take any action at this time regarding the tender offer.

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 22, 2026

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