Diana Shipping (GNK) unit offers $24.80 cash for Genco; 14.4% stake reported

Rhea-AI Filing Summary

Diana Shipping Inc. and its subsidiary 4 Dragon Merger Sub Inc. amended their Schedule TO to describe updates to the previously announced cash tender offer to acquire all outstanding shares of Genco Shipping & Trading Limited at $24.80 per share, net to sellers, subject to the Offer to Purchase and related conditions. The amendment (No. 6 to the Schedule TO) adds two TradeWinds articles as exhibits and confirms that Diana (through its subsidiary) reports beneficial ownership of 6,264,548 shares, representing 14.4% of the class calculated on 43,577,051 shares outstanding as of May 6, 2026.

Insights

M&A Strategist

Amendment updates tender offer exhibits and restates the $24.80 cash offer.

The filing confirms a third-party cash tender offer by 4 Dragon Merger Sub Inc., a Diana Shipping subsidiary, at $24.80 per share under the Offer to Purchase and Letter of Transmittal. The amendment principally adds media articles as exhibits and reiterates reported ownership of 6,264,548 shares (14.4%) based on May 6, 2026 outstanding shares.

Execution depends on the Offer terms and holder responses; cash‑flow treatment and further procedural conditions are governed by the Offer to Purchase and related documents attached to the Schedule TO.

Corporate Counsel (M&A)

Filing is procedural—adds exhibits and reconfirms prior disclosures under Schedule TO and Schedule 13D.

The amendment is filed under Schedule TO with cross-reference to Schedule 13D amendments and updates Item 12 (Exhibits), appending two TradeWinds articles. It reiterates that the offer is for all outstanding Common Shares (excluding treasury) at $24.80 per share, net to sellers.

Material conditions, timing, and procedural mechanics remain those in the Offer to Purchase and Letter of Transmittal; subsequent filings may further amend terms or report results.

Key Figures

Offer price: $24.80 per share Shares beneficially owned: 6,264,548 shares Percent of class: 14.4% +1 more

4 metrics

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

Shares beneficially owned 6,264,548 shares reported 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 (Issuer’s Form 10-Q)

Key Terms

Schedule TO, Offer to Purchase, Shareholder Rights Agreement

3 terms

Schedule TO regulatory

"Amendment to the Tender Offer Statement on Schedule TO filed with the U.S."

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.

Shareholder Rights Agreement corporate

"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.

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

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Available on EDGAR 05/28/2026 - 05:28 PM Accepted by SEC EDGAR 05/28/2026 - 05:27 PM Learn about SEC filing dates

FAQ

What price is Diana Shipping offering for GNK shares?

The offer price is $24.80 per share, paid in cash net to the seller. The price and terms are set forth in the Offer to Purchase and related Letter of Transmittal attached to the Schedule TO.

How many GNK shares does Diana Shipping report owning?

Diana Shipping reports beneficial ownership of 6,264,548 shares, equal to 14.4% of the class. This percentage is calculated from 43,577,051 shares outstanding as of May 6, 2026 per Genco’s Form 10-Q.

Does the amendment change the offer terms for GNK?

The amendment does not change the core offer terms; it amends Item 12 to add two media articles as exhibits. The Offer to Purchase and Letter of Transmittal continue to govern the cash offer at $24.80 per share.

Which entity is making the tender offer for GNK?

The tender offer is made by 4 Dragon Merger Sub Inc., a direct wholly-owned subsidiary of Diana Shipping Inc., which is identified as the parent of the offeror in the Schedule TO filing.

Are the preferred stock purchase rights included in the offer?

Yes, the Offer covers Common Shares together with the associated preferred stock purchase rights issued under the Shareholder Rights Agreement, except for Shares held in treasury by Genco.

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. 6)

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. 15 (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, and May 27, 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. 6 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 $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 togethesr 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 Exhibits:

Exhibit No.		Description
(a)(5)(I)		Article titled “We put our money where our mouth is’: Paliou doubles down on Genco bid” published by TradeWinds News on May 28, 2026.
(a)(5)(J)		Article titled “Paliou and Pappas explain M&A interest in Genco” published by TradeWinds News on May 28, 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 28, 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