Genco Shipping (NYSE: GNK) holder Diana Shipping sends $23.50 merger draft

Rhea-AI Filing Summary

Diana Shipping Inc. reports beneficial ownership of 6,413,151 shares of Genco Shipping & Trading Ltd. common stock, representing 14.8% of the class, based on 43,317,810 shares outstanding as of February 18, 2026.

The filing updates Diana’s ongoing efforts to acquire Genco. Diana previously made a non-binding cash proposal to buy all Genco shares it does not own for US$23.50 per share, which Genco’s board rejected. On April 13, 2026, Diana delivered a draft merger agreement for this proposed transaction, which is attached as an exhibit.

Insights

Corporate governance and M&A analyst

Large GNK shareholder advances a rejected takeover proposal with a draft merger agreement.

Diana Shipping holds 6,413,151 Genco shares, or 14.8% of the company, giving it meaningful leverage as a strategic shareholder. The stake is calculated against 43,317,810 shares outstanding as of February 18, 2026, indicating a significant but non-controlling position.

Diana previously submitted a non-binding offer to acquire all remaining Genco shares for US$23.50 per share in cash, which Genco’s board rejected. The new step is delivery of a draft merger agreement on April 13, 2026, formalizing terms around the proposed transaction, although closing remains subject to board and shareholder approvals and other customary conditions that are not detailed here.

This move keeps the potential acquisition in play and may increase strategic pressure on Genco’s board, but there is no certainty of completion or of any improved terms. Investors will need to rely on future company communications and additional filings for any change in board stance or transaction status.

Key Figures

Beneficial ownership: 6,413,151 shares Ownership percentage: 14.8% Shares outstanding: 43,317,810 shares +3 more

6 metrics

Beneficial ownership 6,413,151 shares Shares of Genco common stock beneficially owned by Diana Shipping

Ownership percentage 14.8% Percent of Genco common stock represented by Diana’s holdings

Shares outstanding 43,317,810 shares Genco common shares outstanding as of February 18, 2026

Offer price US$23.50 per share Proposed cash consideration for each Genco share not owned by Diana

Event date April 13, 2026 Date Diana delivered the draft merger agreement to Genco

Amendment number Amendment No. 8 Latest amendment to Diana’s Schedule 13D on Genco

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Schedule 13D, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 6,413,151.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 6,413,151.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"9 | Sole Dispositive Power 6,413,151.00 10 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

non-binding proposal financial

"the Reporting Person submitted an updated non-binding proposal (the "Revised Proposal")"

A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.

Proposed Merger Agreement financial

"the Reporting Person delivered to the Issuer a draft merger agreement in respect of the Proposed Transaction (the "Proposed Merger Agreement")"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

GENCO SHIPPING & TRADING LTD

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

Y2685T131

(CUSIP Number)

Mr. Ioannis Zafirakis
Pendelis 16, Palaio Faliro,
Athens, J3, 175 64
30-210-947-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y2685T131

1

Name of reporting person

Diana Shipping Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

BK, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 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 6,413,151.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,413,151.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,413,151.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Calculated based on 43,317,810 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of February 18, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: GENCO SHIPPING & TRADING LTD
(c)	Address of Issuer's Principal Executive Offices: 299 Park Avenue, 12th Floor, New York, NEW YORK , 10171.
Item 1 Comment: This Amendment No. 8 (this "Amendment") amends and supplements, to the extent set forth herein, the statement on Schedule 13D originally filed by Diana Shipping Inc. ("Diana" or the "Reporting Person") with the Securities and Exchange Commission (the "SEC") on July 17, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto filed on July 31, 2025 ("Amendment No. 1"), Amendment No. 2 thereto filed on September 30, 2025 ("Amendment No. 2"), Amendment No. 3 thereto filed on November 24, 2025 ("Amendment No. 3"), Amendment No. 4 thereto filed on January 13, 2026 ("Amendment No. 4"), Amendment No. 5 thereto filed on January 16, 2026 ("Amendment No. 5"), Amendment No. 6 thereto filed on March 10, 2026 ("Amendment No. 6"), and Amendment No. 7 thereto filed on March 23, 2026 ("Amendment No. 7," and the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment, collectively, the "Current Schedule 13D"). Except as expressly provided herein, this Amendment does not modify the information previously reported on the Current Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to them in the Current Schedule 13D. This Amendment relates to the shares of common stock (the "Shares"), par value $0.01 per share, of Genco Shipping & Trading Limited, a Marshall Islands corporation (the "Issuer").
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: As previously disclosed in Amendment No. 6 and Amendment No. 7, on March 6, 2026, the Reporting Person submitted an updated non-binding proposal (the "Revised Proposal") to the Issuer's Board of Directors to acquire all of the issued and outstanding Shares not already owned by the Reporting Person for cash consideration of US$23.50 per share (the "Proposed Transaction"), and on March 19, 2026, the Issuer issued a press release stating that its Board of Directors had rejected the Revised Proposal. On April 13, 2026, the Reporting Person delivered to the Issuer a draft merger agreement in respect of the Proposed Transaction (the "Proposed Merger Agreement"). A copy of the Proposed Merger Agreement is attached hereto as Exhibit N.
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.
Item 7.	Material to be Filed as Exhibits.
	Exhibit N: Proposed Merger Agreement

SIGNATURE

After reasonable 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.

Diana Shipping Inc.

Signature:	/s/ Ioannis Zafirakis
Name/Title:	Ioannis Zafirakis, Authorized Representative
Date:	04/13/2026

FAQ

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

Diana Shipping beneficially owns 6,413,151 shares of Genco common stock. This represents 14.8% of the outstanding class, calculated against 43,317,810 shares outstanding as of February 18, 2026, according to Genco’s most recent annual report referenced in the filing.

What percentage of Genco (GNK) does Diana Shipping’s stake represent?

The filing states Diana Shipping’s 6,413,151 Genco shares represent 14.8% of the common stock. This percentage is based on 43,317,810 Genco shares outstanding as of February 18, 2026, as reported in Genco’s Annual Report on Form 10-K cited in the document.

What takeover proposal has Diana Shipping made for Genco (GNK)?

Diana Shipping submitted a non-binding proposal to acquire all Genco shares it does not already own for US$23.50 per share in cash. This proposed transaction targets the remaining outstanding common stock and follows earlier disclosures in prior amendments to the Schedule 13D.

How did Genco’s board respond to Diana Shipping’s US$23.50 offer?

Genco’s Board of Directors rejected the revised non-binding proposal. The filing notes that on March 19, 2026, Genco issued a press release stating the board had rejected Diana Shipping’s updated US$23.50 per-share cash proposal to acquire all remaining outstanding shares.

What is the significance of the Proposed Merger Agreement in this GNK filing?

On April 13, 2026, Diana Shipping delivered a draft merger agreement for the proposed US$23.50-per-share cash transaction. The agreement formalizes terms for acquiring all remaining Genco shares, and a copy is attached as Exhibit N, signaling continued pursuit of a potential merger.

What type of SEC filing is this for Genco (GNK) and Diana Shipping?

This document is Amendment No. 8 to a Schedule 13D filed by Diana Shipping. Schedule 13D amendments update disclosures by large shareholders about their beneficial ownership and intentions, in this case including an ongoing proposal to acquire all remaining Genco common shares.