Diana Shipping (GNK) offers $24.80 per share in Genco tender offer

Rhea-AI Filing Summary

4 Dragon Merger Sub Inc., a wholly owned subsidiary of Diana Shipping Inc., has amended its Schedule TO to report updates to its cash tender offer to purchase all outstanding common shares of Genco Shipping & Trading Limited at $24.80 per share, net to sellers, less required withholding, pursuant to the Offer to Purchase dated May 4, 2026. The amendment (Amendment No. 12 to the Schedule TO) adds a press release dated June 11, 2026 as an exhibit and confirms prior disclosures; it states that Diana beneficially owns 6,264,548 shares (representing 14.4%) based on 43,577,051 shares outstanding as of May 6, 2026.

Insights

M&A Counsel

Amendment updates filing and attaches a press release; tender offer remains at $24.80 per share.

The amendment supplements the Schedule TO for the cash offer by 4 Dragon Merger Sub Inc., confirming the offer price of $24.80 and adding a June 11, 2026 press release as an exhibit. The Offer to Purchase and Letter of Transmittal govern tender mechanics and withholding treatment.

Key legal qualifiers include the offer terms in the Offer to Purchase and any conditions therein; the filing references prior Schedule 13D amendments and notes beneficial ownership of 6,264,548 shares. Subsequent filings and the Offer to Purchase text will disclose closing conditions and timing.

Corporate Finance

Transaction-level facts: cash tender at $24.80, reported beneficial ownership 14.4% of outstanding shares.

The purchaser is a direct wholly owned subsidiary of Diana Shipping Inc., offering $24.80 per Genco share in cash, net to sellers. The filing uses the Issuer’s reported outstanding share count of 43,577,051 as of May 6, 2026 to calculate ownership percentage.

Financial implications depend on acceptances and any conditions in the Offer to Purchase; subsequent Schedule TO amendments or communications will show tender results and purchaser funding details.

Key Figures

Offer price: $24.80 Beneficial ownership: 6,264,548 shares Percent of class: 14.4% +2 more

5 metrics

Offer price $24.80 cash per share (net to seller)

Beneficial ownership 6,264,548 shares owned by Diana Shipping Inc.

Percent of class 14.4% based on 43,577,051 shares outstanding as of May 6, 2026

Shares outstanding (context) 43,577,051 shares as of May 6, 2026 (per Issuer Form 10-Q)

Schedule TO Amendment Amendment No. 12 adds press release exhibit dated June 11, 2026

Key Terms

Tender Offer, Offer to Purchase, Letter of Transmittal, Shareholder Rights Agreement

4 terms

Tender Offer financial

"to purchase all of the outstanding shares of Common Stock"

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.

Offer to Purchase regulatory

"pursuant to the Offer to Purchase, dated May 4, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"in the related Letter of Transmittal (as it may be amended)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Shareholder Rights Agreement legal

"including the associated preferred stock purchase rights issued pursuant to the Shareholder Rights Agreement"

A shareholder rights agreement is a legal contract that spells out the powers and protections of shareholders, such as how shares can be bought, sold, or diluted and what happens during takeovers or corporate disputes. It matters to investors because it shapes how much control they have, how their ownership can change, and what safeguards exist against abrupt changes—like a homeowner’s rules that prevent a single neighbor from altering the whole block.

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Available on EDGAR 06/11/2026 - 02:46 PM Accepted by SEC EDGAR 06/11/2026 - 02:44 PM Learn about SEC filing dates

FAQ

What price is Diana Shipping offering for Genco (GNK) shares?

Diana Shipping’s purchaser is offering $24.80 per Genco share in cash. The price is net to the seller, without interest and less any required withholding taxes, pursuant to the Offer to Purchase dated May 4, 2026.

How many Genco shares does Diana Shipping report owning?

Diana Shipping beneficially owns 6,264,548 shares, equal to 14.4%. That percentage is calculated using 43,577,051 shares outstanding as of May 6, 2026, per Genco’s Form 10-Q.

What change did Amendment No. 12 make to the Schedule TO?

The amendment adds a press release dated June 11, 2026 as an exhibit. It otherwise affirms the previously disclosed Offer to Purchase terms, the $24.80 cash offer, and related filing history for the tender offer.

Where can I find the full tender offer terms and procedures?

The Offer to Purchase dated May 4, 2026 and the Letter of Transmittal contain the full terms and procedures. Those documents are attached as exhibits to the Schedule TO and govern tender mechanics, conditions, and withholding treatment.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 12)

Genco Shipping & Trading Limited

(Name of Subject Company (Issuer))

4 Dragon Merger Sub Inc.

(Offeror)

a direct wholly owned subsidiary of

Diana Shipping Inc.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.01 per share

(Including the Associated Preferred Stock Purchase Rights)

(Title of Class of Securities)

Y2685T131

(CUSIP Number of Class of Securities)

Mr. Ioannis Zafirakis

Pendelis 16, Palaio Faliro

Athens, Greece J3, 175 64

30-210-947-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Philip Richter Warren de Wied Colum Weiden Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York, 10004 (212) 859-8000 Edward S. Horton Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 (212) 574-1200

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

	x	third-party tender offer subject to Rule 14d-1.
	¨	issuer tender offer subject to Rule 13e-4.
	¨	going-private transaction subject to Rule 13e-3.
	x	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 21 (this “Amendment”) to the Schedule 13D filed by Diana Shipping Inc. (the Parent of the Offeror), on July 17, 2025 (and amended on July 31, 2025, September 30, 2025, November 24, 2025, January 13, 2026, January 16, 2026, March 10, 2026, March 23, 2026, April 13, 2026, May 4, 2026, May 7, 2026, May 12, 2026, May 18, 2026, May 19, 2026, May 27, 2026, May 28, 2026, June 1, 2026, June 2, 2026, June 4, 2026, June 8, 2026, and June 9, 2026) in respect of the Common Shares of the Company.

CUSIP No. Y2685T131
1	NAMES OF REPORTING PERSONS Diana Shipping Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,264,548.0
		8	SHARED VOTING POWER 0.0
		9	SOLE DISPOSITIVE POWER 6,264,548.0
		10	SHARED DISPOSITIVE POWER 0.0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

¹ All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.

CUSIP No. Y2685T131
1	NAMES OF REPORTING PERSONS 4 Dragon Merger Sub Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0.0
		8	SHARED VOTING POWER 0.0
		9	SOLE DISPOSITIVE POWER 6,264,548.0
		10	SHARED DISPOSITIVE POWER 0.0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

² All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly - owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer's Quarterly Report on Form 10 - Q filed with the Securities and Exchange Commission on May 6, 2026.

This Amendment No. 12 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on May 4, 2026 (as it may be further amended or supplemented from time to time, the “Schedule TO”), with respect to the cash tender offer (the “Offer”) made by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (“Purchaser”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (“Diana”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “Common Shares”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“Genco”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $24.80 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase or the Schedule TO, as applicable. You should read this Amendment together with the Schedule TO and the Offer to Purchase.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

Exhibit No.		Description
(a)(5)(Q)		Press Release of Diana Shipping Inc. dated June 11, 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.

Dated: June 11, 2026

DIANA SHIPPING INC.
By:	/s/ Ioannis Zafirakis
Name:	Ioannis Zafirakis
Title:	President
4 DRAGON MERGER SUB INC.
By:	/s/ Ioannis Zafirakis
Name:	Ioannis Zafirakis
Title:	Secretary