Diana Shipping (GNK stakeholder) presses $23.50 bid and proxy fight at Genco

Rhea-AI Filing Summary

Diana Shipping Inc. filed an amended beneficial ownership report on Genco Shipping & Trading, stating it beneficially owns 6,413,151 shares of common stock, or 14.8% of the outstanding class based on 43,317,810 shares as of February 18, 2026.

Diana previously made a non-binding proposal to acquire all Genco shares it does not own for cash consideration of $23.50 per share. Genco’s board rejected this revised proposal on March 19, 2026, and Diana issued a press release on March 20 responding to the rejection.

Diana is pursuing an activist campaign, seeking at the 2026 annual meeting to repeal certain prospective by-law amendments, initiate a strategic alternatives process, and elect a slate of six director nominees using a preliminary proxy statement and GOLD proxy card filed on March 23, 2026.

Insights

Activist investing and corporate governance analyst

Diana’s 14.8% stake supports a full activist and takeover push at Genco.

Diana Shipping Inc. reports beneficial ownership of 6,413,151 Genco shares, or 14.8% of the outstanding common stock, based on 43,317,810 shares as of February 18, 2026. This sizable position underpins its ability to influence outcomes at the 2026 annual meeting.

Diana previously submitted a non-binding proposal to acquire all remaining Genco shares for $23.50 per share in cash. Genco’s board rejected this revised proposal on March 19, 2026, and Diana publicly responded the next day, signaling its intention to continue pressing its case.

Diana has launched a full proxy contest, filing a preliminary proxy statement and GOLD proxy card on March 23, 2026. It seeks to repeal certain prospective by-law amendments, push for a strategic alternatives process, and elect six director nominees to Genco’s board. Future company communications and shareholder voting results will determine how much influence this campaign ultimately achieves.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

03/20/2026

(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. 7 (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"), and Amendment No. 6 thereto filed on March 10, 2026 ("Amendment No. 6", and, collectively with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and this Amendment, 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, 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"). On March 19, 2026, the Issuer issued a press release stating that its Board of Directors had rejected the Revised Proposal. On March 20, 2026, the Reporting Person issued a press release responding to the Issuer's rejection of the Revised Proposal and indicating that the Reporting Person would proceed with its effort to elect the Nominees (as defined below) to the Issuer's Board of Directors. A copy of the Reporting Person's press release is attached as Exhibit M to this Amendment and is incorporated herein by reference. As previously disclosed in Amendment No. 5, on January 16, 2026, the Reporting Person delivered a notice to the Issuer to (1) submit, at the Issuer's upcoming 2026 Annual Meeting of Shareholders (the "Annual Meeting"), proposals to repeal prospective amendments to the Issuer's By-Laws and to conduct a process to explore strategic alternatives for the Issuer in order to maximize shareholder value and (2) to nominate a slate of six highly-qualified director candidates (the "Nominees") for election to the Issuer's Board of Directors at the Annual Meeting. On March 23, 2026, the Reporting Person filed a preliminary proxy statement and accompanying GOLD proxy card with the SEC for the solicitation of proxies from shareholders of the Issuer in favor of the adoption of the foregoing proposals and the election of the Nominees at the Annual Meeting.
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 M: Press Release, dated March 20, 2026, issued by the Reporting Person (incorporated by reference to the Schedule 14A filed by the Reporting Person with the SEC on Form DFAN14A on March 20, 2026).

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:	03/23/2026

FAQ

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

Diana Shipping beneficially owns 6,413,151 shares of Genco common stock. This represents 14.8% of the outstanding class, calculated using 43,317,810 Genco shares outstanding as of February 18, 2026, as reported in Genco’s Form 10-K filed that same date.

What percentage of Genco (GNK) is owned by Diana Shipping according to this filing?

Diana Shipping reports beneficial ownership of 14.8% of Genco’s common stock. This percentage is based on 43,317,810 Genco shares outstanding as of February 18, 2026, as disclosed in Genco’s Annual Report on Form 10-K filed with the SEC.

What takeover proposal did Diana Shipping make for Genco (GNK) shares?

Diana Shipping submitted a revised non-binding proposal to acquire all issued and outstanding Genco shares it does not already own for cash consideration of $23.50 per share. The offer covered only the remaining shares and was characterized as a proposed transaction, not a completed deal.

How did Genco’s board respond to Diana Shipping’s $23.50 per share proposal?

Genco’s board of directors rejected Diana Shipping’s revised non-binding proposal of $23.50 per share on March 19, 2026. Following that decision, Diana issued a press release on March 20, 2026, responding to the rejection and signaling its intent to continue its efforts at Genco.

What activist steps is Diana Shipping taking regarding Genco (GNK)?

Diana Shipping is running an activist campaign for Genco’s 2026 annual meeting. It proposes repealing certain prospective by-law amendments, initiating a strategic alternatives process, and nominating six director candidates. A preliminary proxy statement and GOLD proxy card were filed on March 23, 2026, to solicit shareholder support.

What SEC materials are referenced in Diana’s amended Genco (GNK) ownership filing?

The filing references Genco’s Form 10-K reporting 43,317,810 shares outstanding as of February 18, 2026. It also incorporates Diana’s March 20, 2026 press release, filed on Schedule 14A as Form DFAN14A, and notes a preliminary proxy statement with a GOLD proxy card filed March 23, 2026.