Diana Shipping (GNK) updates tender offer for Genco, $23.50 per share

Rhea-AI Filing Summary

Diana Shipping Inc. and its subsidiary 4 Dragon Merger Sub Inc. amended their Schedule TO to update a cash tender offer to purchase all outstanding Genco Shipping & Trading Limited common shares at $23.50 per share in cash. The amendment adds a May 7, 2026 press release as an exhibit and confirms prior disclosure details, including that the Offer is subject to the terms in the Offer to Purchase and Letter of Transmittal.

The filing states that Diana (through Purchaser) reported beneficial ownership of 6,413,151 shares (14.7%) calculated using 43,577,051 shares outstanding as of May 6, 2026. Other terms and conditions in the Schedule TO remain unchanged.

Insights

Mergers & Acquisitions Analyst

Amendment updates tender offer record and adds a press release exhibit.

The filing confirms a $23.50 per share cash offer by 4 Dragon Merger Sub Inc., a Diana Shipping subsidiary, to acquire all outstanding common shares of Genco and attaches a May 7, 2026 press release as an exhibit. The amendment otherwise leaves the Offer to Purchase and Letter of Transmittal unchanged.

Key dependencies include the Offer's stated conditions in the Offer to Purchase. Subsequent disclosures or filings may detail acceptances, closing conditions, or any revisions to offer terms.

Key Figures

Offer price: $23.50 per share Shares outstanding used for calculation: 43,577,051 shares Diana beneficial ownership: 6,413,151 shares +2 more

5 metrics

Offer price $23.50 per share Cash Offer to purchase all outstanding common shares (Offer to Purchase dated May 4, 2026)

Shares outstanding used for calculation 43,577,051 shares Shares outstanding as of May 6, 2026 (used to calculate ownership percentage)

Diana beneficial ownership 6,413,151 shares Shares beneficially owned by Diana Shipping Inc. (reported in Schedule 13D/TO amendment)

Ownership percentage 14.7% Percent of class represented by Diana's 6,413,151 shares (calculated on 43,577,051 outstanding)

Press release exhibit added May 7, 2026 press release Exhibit (a)(5)(B) added to Item 12 of Schedule TO

Key Terms

Tender Offer, Schedule TO, Shareholder Rights Agreement, Offer to Purchase

4 terms

Tender Offer financial

"to purchase all of the outstanding shares of Common Stock at $23.50 per share"

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 Amendment amends and supplements the Tender Offer Statement on Schedule TO filed on May 4, 2026"

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.

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.

Offer to Purchase financial

"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/07/2026 - 05:22 PM Learn about SEC filing dates

FAQ

What price is Diana Shipping offering for GNK shares?

Diana Shipping is offering $23.50 per share in cash. The Offer is payable net to sellers in cash, without interest and less any required withholding taxes, pursuant to the Offer to Purchase dated May 4, 2026.

How many GNK shares does Diana report owning (GNK)?

Diana reports beneficial ownership of 6,413,151 shares (14.7%). That percentage is calculated using 43,577,051 shares outstanding as of May 6, 2026, per Genco's Form 10-Q filed May 6, 2026.

What did Amendment No. 1 to the Schedule TO change?

The amendment adds a press release dated May 7, 2026 as an exhibit. It otherwise states that the information in the Schedule TO and Offer to Purchase remains unchanged and supplements prior Schedule 13D amendments by Diana Shipping.

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

4 Dragon Merger Sub Inc., a direct wholly-owned subsidiary of Diana Shipping Inc., is the Purchaser. Diana Shipping is the parent of the Offeror and filed this Schedule TO amendment in connection with the Offer.

Are Genco treasury shares included in the offer?

No; the Offer excludes shares held in treasury by Genco. The Offer is to purchase outstanding common shares and associated Rights other than those held in treasury, as described in the Offer to Purchase.

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. 1)

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. 10 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, and May 4, 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. 1 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)(B)		Press Release of Diana Shipping Inc., dated May 7, 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 7, 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