Diana Shipping offers $23.50 per share for Genco (NYSE: GNK)

Rhea-AI Filing Summary

Diana Shipping Inc., through its wholly owned subsidiary 4 Dragon Merger Sub Inc., launched a cash tender offer to purchase all outstanding shares of Genco Shipping & Trading Limited at $23.50 per share. The Offer is made pursuant to the Offer to Purchase dated May 4, 2026 and covers Common Shares including associated Rights, on the terms and conditions set forth in the Schedule TO; this Amendment (No. 2) adds a press release dated May 12, 2026 to the exhibits.

Insights

M&A Counsel

Legal filing documents a cross-border third-party cash tender offer at $23.50 per share.

The schedule amendment adds a press release as an exhibit and confirms the Offer to Purchase dated May 4, 2026. The Offer is structured as a cash tender for all outstanding Common Shares, excluding treasury shares.

The transaction is conditioned on the terms set forth in the Offer to Purchase; timing and closing conditions are governed by that document and by applicable tender offer rules.

Corporate Finance Analyst

Offer values Genco at $23.50 per share and notes reported outstanding share count used for calculations.

The filing cites 43,577,051 shares outstanding as of May 6, 2026, and discloses Diana’s reported beneficial ownership of 6,413,151 shares (14.7%).

How many shares are tendered and final pro rata allocations depend on holder response; subsequent filings will show uptake and any closing outcomes.

Key Figures

Offer price: $23.50 per share Shares outstanding: 43,577,051 shares Beneficial ownership reported: 6,413,151 shares +2 more

5 metrics

Offer price $23.50 per share Offer to Purchase dated May 4, 2026

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

Beneficial ownership reported 6,413,151 shares Diana Shipping beneficially owned amount reported in Schedule 13D/TO

Percent of class 14.7% Calculated based on 43,577,051 shares outstanding as of May 6, 2026

Schedule TO amendment Amendment No. 2 Adds press release dated May 12, 2026 to Exhibit (a)(5)(C)

Key Terms

Tender Offer, Schedule TO, Offer to Purchase, 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.

Schedule TO regulatory

"This Schedule TO is also Amendment No. 11 to the Schedule 13D"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Offer to Purchase financial

"on the terms and subject to the conditions set forth in 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.

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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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. 2)

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. 11 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, and May 7, 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 6,413,151.0
		8	SHARED VOTING POWER 0.0
		9	SOLE DISPOSITIVE POWER 6,413,151.0
		10	SHARED DISPOSITIVE POWER 0.0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,413,151.0
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) 14.7%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 6,413,151.0
		10	SHARED DISPOSITIVE POWER 0.0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,413,151.0
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) 14.7%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. 2 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 amended by that First Amendment, dated November 10, 2025, and 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 $23.50 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)(C)		Press Release of Diana Shipping Inc., dated May 12, 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: May 12, 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

FAQ

Who is making the tender offer for Genco (GNK)?

The tender offer is made by 4 Dragon Merger Sub Inc., a direct wholly owned subsidiary of Diana Shipping Inc. The Offer to Purchase is dated May 4, 2026, and is included in the Schedule TO amendments.

What price is being offered for Genco shares in the tender offer?

The Offer is for $23.50 per share, payable in cash, net to the seller without interest and less any required withholding taxes, as stated in the Offer to Purchase dated May 4, 2026.

How many Genco shares were used to calculate the disclosed ownership percentage?

The filing calculates percentages using 43,577,051 shares of common stock outstanding as of May 6, 2026, as reported in Genco’s Form 10-Q filed on that date.

How many shares does Diana Shipping report beneficially owning?

Diana Shipping reports beneficial ownership of 6,413,151 shares, representing 14.7% of the class based on the cited 43,577,051 outstanding shares as of May 6, 2026.