Genco Shipping amends Schedule 14D-9 as Diana offers $24.80 per share (GNK)

Rhea-AI Filing Summary

Genco Shipping & Trading Limited has filed Amendment No. 8 to its Solicitation/Recommendation Statement on Schedule 14D-9 in response to the unsolicited tender offer by Diana Shipping Inc. and its merger subsidiary to purchase all issued and outstanding common shares for $24.80 per share in cash. This Amendment supplements the Statement originally filed on May 15, 2026 and attaches three exhibits: a company statement, a video message transcript, and a LinkedIn post, each dated June 5, 2026.

Insights

Mergers & Acquisitions Counsel

Amendment clarifies and publicly archives Genco's response materials to the $24.80 per-share tender offer.

Genco filed Amendment No. 8 to its Schedule 14D-9 to supplement its recommendation record and to include three exhibits: a statement, transcript, and LinkedIn post dated June 5, 2026. The filing formalizes the company response materials in the solicitation record.

Timing and procedural qualifiers in the Statement govern how tender-related communications may be used; any binding change to the recommendation would require the company to state it in the Schedule 14D-9 amendments or other formal disclosure.

Investor Relations Analyst

The Amendment centralizes investor-facing materials but does not itself change the disclosed per-share offer price.

The filing attaches three exhibits showing the company's public communications on June 5, 2026. The underlying unsolicited offer remains described at $24.80 per share in cash, "without interest and less any required withholding taxes."

Watch subsequent Schedule 14D-9 amendments or press releases for any change in the board's recommendation or additional procedural developments related to the tender offer.

Key Figures

Offer price: $24.80 per share Form: Schedule 14D-9 (Amendment No. 8) Exhibits added: 3 exhibits +2 more

5 metrics

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

Form Schedule 14D-9 (Amendment No. 8) supplement to Statement originally filed May 15, 2026

Exhibits added 3 exhibits company statement, video transcript, LinkedIn post dated June 5, 2026

CUSIP Y2685T131 Common Stock, par value $0.01

Amendment date June 5, 2026 date on signature and exhibits

Key Terms

Solicitation/Recommendation Statement, tender offer, Schedule 14D-9

3 terms

Solicitation/Recommendation Statement regulatory

"Solicitation/Recommendation Statement on Schedule 14D-9 (as amended"

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.

tender offer financial

"unsolicited tender offer by Diana Shipping Inc. to purchase all of the 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.

Schedule 14D-9 regulatory

"Amendment No. 8 to Schedule 14D-9 to amend and supplement 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.

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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. 8)

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. 8 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)(44)		Statement issued by Genco on June 5, 2026.
(a)(45)		Transcript of video message, made available by Genco on June 5, 2026.
(a)(46)		LinkedIn post, made available 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. 8 to Schedule 14D-9 say about the Diana tender offer (GNK)?

It supplements Genco's Solicitation/Recommendation Statement with three exhibits and does not change the stated offer terms. The filing attaches a company statement, a video transcript, and a LinkedIn post dated June 5, 2026, preserving those communications in the record.

What price is Diana offering per Genco share (GNK) in the unsolicited tender offer?

Diana's unsolicited tender offer is described at $24.80 per share in cash. The Statement states the price is paid "without interest and less any required withholding taxes," as disclosed in Genco's Schedule 14D-9 materials.

Does Amendment No. 8 change Genco's recommendation on the tender offer (GNK)?

Amendment No. 8 states it amends and supplements the prior Schedule 14D-9 and attaches exhibits; it does not state any change to the recommendation. Any change would be disclosed in a further explicit amendment or filing.

Which materials did Genco file with Amendment No. 8 to its Schedule 14D-9 (GNK)?

The Amendment files three exhibits: (a)(44) a company statement, (a)(45) a transcript of a video message, and (a)(46) a LinkedIn post, all made available by Genco on June 5, 2026, and included in the solicitation record.

Who is the bidder in the unsolicited offer for Genco (GNK)?

The unsolicited tender offer is by Diana Shipping Inc. and its direct wholly-owned subsidiary 4 Dragon Merger Sub Inc., both Marshall Islands corporations, to purchase all issued and outstanding common shares of Genco.