Genco (NYSE: GNK) amends 14D-9 after $24.80 tender offer

Rhea-AI Filing Summary

Genco Shipping & Trading Limited filed Amendment No. 12 to its Schedule 14D-9 in response to the unsolicited tender offer by Diana Shipping Inc. to purchase all issued and outstanding common shares for $24.80 per share in cash. This Amendment, dated June 10, 2026, supplements the prior Solicitation/Recommendation Statement and adds three exhibits: a Letter to Shareholders, a LinkedIn post, and a Statement, each issued on June 10, 2026.

Insights

Corporate Governance Counsel

Amendment adds public-facing communications to Genco's solicitation record.

Genco's Amendment No. 12 appends three exhibits dated June 10, 2026: a shareholder letter, a LinkedIn post, and a corporate statement. These items document the company's public communications related to the unsolicited tender offer priced at $24.80 per share.

The filings preserve previously disclosed positions and do not by themselves change the recommendation language in the Statement. Subsequent filings or disclosures would be needed to show any formal change in the board's recommendation or tender process milestones.

Key Figures

Amendment number: Amendment No. 12 Tender offer price: $24.80 Exhibits added: 3 exhibits +2 more

5 metrics

Amendment number Amendment No. 12 Schedule 14D-9 Solicitation/Recommendation Statement

Tender offer price $24.80 cash per common share offered by Diana Shipping Inc.

Exhibits added 3 exhibits Letter to Shareholders; LinkedIn post; Statement (all <date>June 10, 2026</date>)

Filing date June 10, 2026 date of Amendment No. 12 signature and exhibits

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

"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 06/10/2026 - 05:14 PM Accepted by SEC EDGAR 06/10/2026 - 05:14 PM Learn about SEC filing dates

FAQ

What does Genco's Amendment No.12 to the Schedule 14D-9 (GNK) state?

It supplements Genco's Solicitation/Recommendation Statement by adding three exhibits issued on June 10, 2026. The exhibits include a Letter to Shareholders, a LinkedIn post, and a Statement related to the tender offer.

What is the tender offer price for Genco (GNK) disclosed in the filing?

The unsolicited tender offer from Diana Shipping Inc. is for $24.80 per share in cash. This price is stated in the Amendment as the consideration offered for each issued and outstanding common share.

Does the Amendment change Genco's prior recommendation on the tender offer (GNK)?

The Amendment indicates the Statement is amended to add exhibits and states that, except as otherwise set forth, the remainder of the Statement remains unchanged. It does not itself state a new or changed recommendation.

What exhibits were attached to Amendment No.12 for Genco (GNK)?

Amendment No. 12 files three exhibits dated June 10, 2026: (a)(52) a Letter to Shareholders, (a)(53) a LinkedIn post, and (a)(54) a Statement issued by Genco concerning the tender offer.

Who signed the Amendment to the Schedule 14D-9 for Genco (GNK)?

The Amendment is certified by Peter Allen, Chief Financial Officer of Genco Shipping & Trading Limited, who signed the filing on June 10, 2026 attesting to its accuracy under the applicable statement.

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. 12)

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

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

Introduction

This Amendment No. 12 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)(52)		Letter to Shareholders, issued by Genco on June 10, 2026.
(a)(53)		LinkedIn post, made available by Genco on June 10, 2026.
(a)(54)		Statement issued by Genco on June 10, 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 10, 2026

GENCO SHIPPING & TRADING LIMITED

By:		/s/ Peter Allen
		Peter Allen
		Chief Financial Officer (Principal Financial Officer)