Genco (GNK) files Amendment No.5 to Schedule 14D-9 on $23.50 bid (GNK)

Rhea-AI Filing Summary

Genco Shipping & Trading Limited amends its Solicitation/Recommendation Statement to respond to an unsolicited tender offer by Diana Shipping Inc. to purchase all issued and outstanding Genco common shares for $23.50 per share in cash. This filing is Amendment No. 5 to the Schedule 14D-9 and supplements the Statement originally filed on May 15, 2026.

The Amendment attaches a Company statement dated May 27, 2026 and confirms that, except as amended, the prior Statement remains unchanged.

Insights

M&A Counsel

Amendment updates Genco's public response to an unsolicited $23.50 per-share tender offer.

The Schedule 14D-9 amendment attaches a Company statement dated May 27, 2026 and supplements the prior filing; it preserves earlier disclosures except where expressly changed. The filing documents the Company’s formal communications in the tender offer process.

Material next steps include any recommended stockholder action disclosed in the Statement and subsequent filings; timing and acceptance mechanics are governed by the tender offer materials and the Schedule 14D-9 disclosures.

Corporate Finance Advisor

Bid price is $23.50 per share in cash for all outstanding common stock.

The Statement describes an unsolicited cash offer by Diana Shipping Inc. to acquire all issued and outstanding shares for $23.50 per share. The Amendment adds a Company statement and does not otherwise revise the previously disclosed terms.

Financial implications for shareholders depend on acceptance decisions and any competing proposals; further material disclosures would appear in subsequent tender-offer or Schedule 14D-9 filings.

Key Figures

Offer price: $23.50 per share Amendment number: Amendment No. 5 Original Statement filed: May 15, 2026 +1 more

4 metrics

Offer price $23.50 per share unsolicited tender offer to purchase all issued and outstanding common stock

Amendment number Amendment No. 5 <date>May 27, 2026</date>

Original Statement filed May 15, 2026 original Schedule 14D-9 filing date

CUSIP Y2685T131 GNK common stock CUSIP

Key Terms

Schedule 14D-9, unsolicited tender offer, Series B Preferred Stock, Amendment No. 5

4 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time)"

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.

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.

Amendment No. 5 regulatory

"This Amendment No. 5 to Schedule 14D-9 (this “Amendment”)"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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. 5)

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, New York 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. 5 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 $23.50 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)(33)		Statement issued by Genco on May 27, 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: May 27, 2026
	GENCO SHIPPING & TRADING LIMITED
	By:	/s/ Peter Allen
		Peter Allen
		Chief Financial Officer (Principal Financial Officer)

FAQ

What price did Diana Shipping offer for GNK shares?

Diana Shipping offered $23.50 per share in cash to purchase all issued and outstanding Genco common shares. The offer is presented as an unsolicited tender offer in the Schedule 14D-9 filings and is the price referenced in the Amendment.

What does GNK’s Amendment No. 5 to Schedule 14D-9 do?

Amendment No. 5 supplements Genco’s prior Schedule 14D-9 by attaching a Company statement dated May 27, 2026. It states that, except as amended, the earlier Recommendation Statement filed on May 15, 2026 remains unchanged.

Is the Diana offer hostile or friendly for GNK?

The filing characterizes the proposal as an unsolicited tender offer by Diana Shipping Inc. That term indicates the offer was not solicited by Genco’s board, but the Amendment itself only supplements the Company’s prior public statement and does not state board approval status.

Does the Amendment change the offer terms for GNK shareholders?

No new purchase-price or structural terms are disclosed in the Amendment; it attaches a Company statement and confirms prior disclosures remain in effect except where expressly modified. The cash price of $23.50 per share remains the referenced offer amount.

Where can GNK shareholders find further instructions about the tender offer?

Shareholders should consult the full Solicitation/Recommendation Statement and the tender offer materials filed with the SEC. The Amendment attaches a Company statement dated May 27, 2026, which supplements prior guidance to shareholders in the Schedule 14D-9.