Genco Shipping updates response to tender offer

Genco Shipping & Trading Limited filed Amendment No. 21 to its Schedule 14D-9, updating its response to an ongoing unsolicited tender offer.

Rhea-AI Filing Summary

Genco Shipping & Trading Limited filed Amendment No. 21 to its Schedule 14D-9, updating its response to an ongoing unsolicited tender offer. The offer is by Diana Shipping Inc. and its wholly owned subsidiary 4 Dragon Merger Sub Inc. to purchase all issued and outstanding shares of Genco common stock, par value $0.01 per share, together with associated rights to purchase Series B Preferred Stock, for $24.80 per share in cash, without interest and less any required withholding taxes.

This amendment primarily adds a new exhibit, identified as Exhibit (a)(67), which is a statement issued by Genco on July 13, 2026, while all other information in the prior Schedule 14D-9 remains unchanged.

Filing Explained

The filing adds a July 13 exhibit to a cash offer for all Genco shares, with no completion or recommendation change established.

The July 13, 2026 filing adds Amendment No. 21 to Genco’s Schedule 14D-9 and describes Diana’s unsolicited tender offer as seeking all issued and outstanding Genco common shares for cash; if completed, the transaction would transfer those shares to Diana or its subsidiary rather than leave them with tendering holders.

The disclosed lifecycle is an offer still being described, not a reported closing: the filing says the Statement relates to the offer and does not report that the purchase has completed.

The stated consideration is $24.80 per share in cash, without interest and less any required withholding taxes, together with the associated rights to purchase Series B Preferred Stock.

This amendment identifies a July 13, 2026 statement as Exhibit (a)(67), but the supplied filing text does not include that statement’s substantive recommendation, so this record does not establish whether Genco changed its recommendation.

Key Figures

Tender offer price: $24.80 per share Common stock par value: $0.01 per share Series B Preferred Stock par value: $0.01 per share +1 more

4 metrics

Tender offer price $24.80 per share Cash consideration offered for each Genco common share in the unsolicited tender offer

Common stock par value $0.01 per share Par value of Genco Shipping & Trading Limited common stock

Series B Preferred Stock par value $0.01 per share Par value of Series B Preferred Stock associated purchase rights

Exhibit (a)(67) date July 13, 2026 Date of Genco’s statement filed as Exhibit (a)(67) with Amendment No. 21

Key Terms

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

4 terms

Schedule 14D-9 regulatory

"This Amendment No. 21 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement"

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 regulatory

"The Statement 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

"and the associated rights to purchase shares of Series B Preferred Stock, par value $0.01 per share"

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

"amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9"

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.

FAQ

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

What does Genco Shipping (GNK) disclose in Amendment No. 21 to its Schedule 14D-9?

The amendment updates Genco’s response to an unsolicited tender offer by Diana Shipping Inc. It adds Exhibit (a)(67), a statement dated July 13, 2026, while leaving prior Schedule 14D-9 disclosures otherwise unchanged.

What are the key financial terms of the tender offer for Genco Shipping (GNK) shares?

Diana Shipping Inc. and its subsidiary are offering $24.80 per share in cash for all issued and outstanding Genco common stock. The offer also covers associated rights to purchase Series B Preferred Stock, subject to required withholding taxes.

Which securities of Genco Shipping (GNK) are subject to the tender offer?

The offer covers all issued and outstanding shares of Genco common stock, par value $0.01 per share, and the associated rights to purchase shares of Series B Preferred Stock, par value $0.01 per share, at a cash price of $24.80 per share.

Who is making the tender offer for Genco Shipping (GNK) and through what entity?

The unsolicited tender offer is being made by Diana Shipping Inc., a Marshall Islands corporation, together with 4 Dragon Merger Sub Inc., its direct wholly owned subsidiary, to acquire all outstanding Genco common shares.

What new document is included in Genco Shipping’s (GNK) latest 14D-9 amendment?

Amendment No. 21 files Exhibit (a)(67), described as a statement issued by Genco on July 13, 2026. Apart from adding this exhibit, the amendment leaves the previously filed Schedule 14D-9 information unchanged.

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

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Accepted by SEC EDGAR 07/13/2026 - 04:30 PM Learn about SEC filing dates

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. 21)

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 J. Michael Mayerfeld Randal D. Murdock 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. 21 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)(67)		Statement, issued by Genco on July 13, 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: July 13, 2026
GENCO SHIPPING & TRADING LIMITED
By:	/s/ Peter Allen
	Peter Allen
	Chief Financial Officer (Principal Financial Officer)