Diana Shipping seeks control with $24.80 tender for Genco (GNK)

Rhea-AI Filing Summary

Diana Shipping Inc., through its wholly owned purchaser 4 Dragon Merger Sub Inc., filed Amendment No. 10 to its Schedule TO to update its cash tender offer for all outstanding common shares of Genco Shipping & Trading Limited at $24.80 per share, net to sellers, subject to the Offer to Purchase and Letter of Transmittal.

The amendment discloses that the reporting persons beneficially own 6,264,548 shares (representing 14.4% of the class, calculated on May 6, 2026) and that Diana modified its proxy slate to nominate two director candidates, Jens Ismar and Paul Cornell, withdrawing four other nominees.

Insights

M&A Strategist

Amendment updates offer mechanics and proxy strategy.

The filing confirms a $24.80 per-share cash Offer to purchase all outstanding common shares of Genco and reports beneficial ownership of 6,264,548 shares (14.4%) as of May 6, 2026. The Offer is governed by the Offer to Purchase and Letter of Transmittal described in the Schedule TO.

The Reporting Person narrowed its director slate to two nominees and filed a supplement to its proxy materials; subsequent investor responses and solicitation results will determine whether the Offer and board change succeed. Timing and final outcome are addressed in the Offer materials.

Corporate Governance Analyst

Proxy activity pairs with the tender as a control attempt.

The amendment states the Reporting Person will solicit proxies for two nominees, Jens Ismar and Paul Cornell, and withdraws four prior nominees. It identifies two incumbent directors targeted for replacement by name: Arthur L. Regan and Basil G. Mavroleon.

These governance actions are disclosed alongside the Offer; their impact depends on shareholder voting and tender participation levels disclosed in subsequent filings and proxy materials.

Key Figures

Offer price: $24.80 per share Shares outstanding used: 43,577,051 shares Beneficial ownership: 6,264,548 shares +1 more

4 metrics

Offer price $24.80 per share cash tender offer, net to seller

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

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

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

Key Terms

Tender Offer, Schedule TO, Offer to Purchase, Letter of Transmittal, +1 more

5 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

"Amendment No. 10 to the Tender Offer Statement on Schedule TO"

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

"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.

Letter of Transmittal financial

"and in the related Letter of Transmittal"

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 (the “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. 10)

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. 19 (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, and June 4, 2026) in respect of the Common Shares of the Company. Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. This Amendment amends the disclosure in the text of Items 3, 4 and 6 to update information about the Reporting Person.

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

¹All 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.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Current Schedule 13D is hereby amended and supplemented to add the following:

The information set forth in Item 4 of this Amendment is incorporated herein by reference.

Item 4. Purpose of Transaction

Item 4 of the Current Schedule 13D is hereby amended and supplemented to add the following:

On June 8, 2026, the Reporting Person modified its slate of nominees for election to the Issuer’s Board of Directors at the Annual Meeting to reduce the number of the Reporting Person’s nominees to two highly-qualified nominees by withdrawing the nomination of Gustave Brun-Lie, Chao Sih Hing Francois, Viktoria Poziopoulou and Quentin Soanes. The Reporting Person’s nominees for election to the Issuer’s Board of Directors at the Annual Meeting continue to include Jens Ismar and Paul Cornell. The Reporting Person is aiming to replace two entrenched directors of the Issuer’s Board of Directors, including Arthur L. Regan and Basil G. Mavroleon.

In connection with the modification of its slate of director nominees, the Reporting Person also filed with the Securities and Exchange Commission a supplement to the Reporting Person’s definitive proxy statement to be used to solicit proxies for the election of its nominees to the Board of Directors at the Annual Meeting, and issued a related press release. A copy of the press release is attached hereto as Exhibit (a)(5)(O) and is incorporated herein by reference.

The Reporting Person will continue to solicit proxies in favor of shareholder votes for the election of Reporting Person’s nominees Paul Cornell and Jens Ismar as directors of the Issuer’s Board of Directors and to withhold votes from two nominees of the Issuer’s Board of Directors, Arthur Regan and Basil G. Mavroleon.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Current Schedule 13D is hereby amended and supplemented to add the following:

The description set forth in Item 4 of this Amendment is incorporated herein by reference in its entirety.

This Amendment No. 10 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)(O)		Press Release of Diana Shipping Inc. dated June 8, 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 8, 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

What price is Diana Shipping offering for GNK shares?

Diana Shipping is offering $24.80 per share. The Offer is cash, net to sellers, without interest and subject to any required withholding taxes, pursuant to the Offer to Purchase and Letter of Transmittal attached to the Schedule TO.

How many Genco (GNK) shares does Diana beneficially own?

Diana beneficially owns 6,264,548 shares, or 14.4% of the class. That percentage is calculated on May 6, 2026 based on 43,577,051 shares outstanding as reported in Genco’s Form 10-Q filed May 6, 2026.

Does the amendment change Diana’s director nominees for Genco?

Yes. Diana reduced its slate to two nominees: Jens Ismar and Paul Cornell. The filing states Diana withdrew four prior nominees and will solicit proxies for the two nominees and withhold votes from incumbents Arthur Regan and Basil G. Mavroleon.

What documents govern the tender offer for GNK shares?

The Offer is governed by the Offer to Purchase and the Letter of Transmittal. Copies of both documents are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO; the amendment references those materials and a press release attached as Exhibit (a)(5)(O).

How many Genco shares were outstanding for the ownership calculation?

The ownership percentage was calculated using 43,577,051 shares outstanding. That outstanding share count is cited as of May 6, 2026 and comes from Genco’s Quarterly Report on Form 10-Q filed with the SEC on that date.