Genco (NYSE: GNK) updates Schedule 14D-9 amid $24.80-per-share offer

Rhea-AI Filing Summary

Genco Shipping & Trading Limited amends its Schedule 14D-9 recommendation statement. This Amendment No. 9 supplements the Company’s Solicitation/Recommendation Statement regarding the unsolicited tender offer by Diana Shipping Inc. and its merger subsidiary to purchase all issued and outstanding Genco common shares for $24.80 per share in cash. The amendment files an updated exhibit: a statement issued by Genco on June 5, 2026.

Insights

M&A Counsel

Amendment updates the company’s response to an unsolicited $24.80-per-share tender offer.

Genco filed Amendment No. 9 to its Schedule 14D-9, supplementing its prior recommendation materials in the context of Diana Shipping Inc.’s unsolicited tender offer at $24.80 per share.

Key dependencies include the content of the June 5, 2026 statement and any future disclosures; timing and any procedural conditions are not detailed in the excerpt.

Corporate Governance Analyst

This is a procedural update to the company’s solicitation/recommendation record in an ongoing takeover.

The filing amends and supplements the existing Schedule 14D-9 and attaches an exhibit described as a company statement dated June 5, 2026. The excerpt does not change or state a new recommendation or alternative transaction terms.

Future filings may clarify any board recommendation, defensive measures, or changes to the response; the current filing is documentary.

Key Figures

Offer price: $24.80 per share Filing type: Amendment No. 9 to Schedule 14D-9 Company statement date: June 5, 2026 +2 more

5 metrics

Offer price $24.80 per share unsolicited tender offer by Diana Shipping Inc.

Filing type Amendment No. 9 to Schedule 14D-9 supplements Solicitation/Recommendation Statement

Company statement date June 5, 2026 exhibit filed with Amendment No. 9

Security par value $0.01 per share Genco common stock par value

CUSIP Y2685T131 Genco common stock identifier

Key Terms

Schedule 14D-9, unsolicited tender offer, Merger Sub

3 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act"

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 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.

Merger Sub corporate

"4 Dragon Merger Sub Inc., a direct wholly-owned subsidiary of Diana"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

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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. 9)

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. 9 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)(47)		Statement issued by Genco on June 5, 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 5, 2026
GENCO SHIPPING & TRADING LIMITED
By:	/s/ Peter Allen
	Peter Allen
	Chief Financial Officer (Principal Financial Officer)

FAQ

What does Genco's Amendment No. 9 to Schedule 14D-9 mean for GNK shareholders?

It updates the company’s solicitation/recommendation materials related to the tender offer. The amendment supplements the original Schedule 14D-9 and files a company statement dated June 5, 2026, without changing the disclosed cash offer price of $24.80 per share.

Who is offering to buy Genco shares and at what price?

Diana Shipping Inc. and its wholly owned merger subsidiary are soliciting the tender offer. The disclosed purchase price in the Statement is $24.80 per share in cash, less any required withholding taxes.

Does Amendment No. 9 change Genco’s board recommendation?

The provided excerpt does not state a change in the board’s recommendation. The amendment supplements the prior Statement and attaches a June 5, 2026 company statement; no new recommendation language is included in the excerpt.

What document did Genco file with Amendment No. 9?

Genco filed an amended Solicitation/Recommendation Statement on Schedule 14D-9 and included an exhibit described as a statement issued by Genco on June 5, 2026 as part of Amendment No. 9.

What securities and CUSIP are involved in this filing?

The filing concerns Genco common stock, par value $0.01 per share, with CUSIP Y2685T131. The Schedule 14D-9 relates to the tender offer for all issued and outstanding common shares.