Genco Shipping (NYSE: GNK) loses 14.4% holder's takeover bid

Rhea-AI Filing Summary

Diana Shipping Inc., a Marshall Islands company, reports beneficial ownership of 6,264,548 shares of Genco Shipping & Trading Limited common stock, representing 14.4% of the class, with sole voting and dispositive power over all such shares. This percentage is calculated against 43,586,605 Genco shares outstanding as of August 5, 2026.

Diana states that on August 14, 2026 it issued a press release announcing it has withdrawn its earlier proposal to acquire all Genco shares it does not already own. That proposal contemplated $24.80 in cash per Genco share (adjusted for a recently declared $0.80 dividend) plus one Diana share valued at $2.54 based on Diana’s 30‑day volume‑weighted average price as of June 16, 2026. Despite withdrawing the proposal, Diana indicates it may from time to time buy more Genco shares, sell some or all of its holdings, or engage in hedging or similar transactions, depending on its ongoing evaluation of Genco and market conditions.

Positive

• None.

Negative

• Earlier acquisition proposal for Genco at $24.80 cash per share plus Diana stock valued at $2.54 has been withdrawn, removing a previously stated corporate transaction option for shareholders.

Key Figures

Shares beneficially owned: 6,264,548 shares Ownership percentage: 14.4% Shares outstanding: 43,586,605 shares +4 more

7 metrics

Shares beneficially owned 6,264,548 shares Common stock of Genco Shipping & Trading Limited held by Diana Shipping Inc.

Ownership percentage 14.4% Portion of Genco common stock class represented by Diana’s holdings

Shares outstanding 43,586,605 shares Genco common stock outstanding as of August 5, 2026 used to calculate Diana’s ownership

Withdrawn cash offer per share $24.80 per share Cash component of Diana’s withdrawn proposal for each Genco share, adjusted for a dividend

Dividend adjustment $0.80 per share Recently declared Genco dividend referenced in adjusting the offer

Diana stock value in offer $2.54 per share Value assigned to one Diana share based on 30‑day VWAP as of June 16, 2026

Date of press release August 14, 2026 Date Diana announced withdrawal of its proposal regarding Genco

Key Terms

Schedule 13D, beneficially owned, sole dispositive power, volume-weighted average price, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 32 (this "Amendment") amends and supplements, to the extent set forth herein, the statement on"

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.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 6,264,548.00"

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 dispositive power financial

"Sole Dispositive Power 6,264,548.00 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.

volume-weighted average price financial

"valued at $2.54 based on Diana's 30-day volume-weighted average price as of June 16, 2026"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

hedging or similar transactions financial

"engage in any hedging or similar transactions with respect to the Shares"

FAQ

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

Diana Shipping reports beneficial ownership of 6,264,548 Genco shares, representing 14.4% of the outstanding common stock. This percentage is based on 43,586,605 Genco shares outstanding as of August 5, 2026, as reported by Genco.

What change did Diana Shipping disclose regarding its takeover proposal for Genco (GNK)?

Diana disclosed it has withdrawn its proposal to acquire all Genco shares it does not already own. The withdrawn offer had contemplated $24.80 in cash per share plus one Diana share valued at $2.54 for each Genco share.

How was Diana Shipping’s ownership percentage in Genco (GNK) calculated?

The 14.4% ownership reflects 6,264,548 shares held by Diana divided by 43,586,605 Genco shares outstanding as of August 5, 2026. That outstanding share figure comes from Genco’s Quarterly Report referenced in the disclosure.

Does Diana Shipping plan to buy or sell additional Genco (GNK) shares after withdrawing the offer?

Diana states it may acquire additional Genco shares, dispose of some or all shares, or engage in hedging from time to time. Any such actions would depend on its ongoing review of Genco, share price levels, market conditions, and other factors.

What were the terms of Diana Shipping’s withdrawn offer for Genco (GNK) shareholders?

The withdrawn offer contemplated $24.80 in cash per Genco share, adjusted for a $0.80 dividend, plus one Diana Shipping share valued at $2.54. The $2.54 value was based on Diana’s 30‑day volume‑weighted average price as of June 16, 2026.

What powers over the Genco (GNK) shares does Diana Shipping report holding?

Diana reports sole voting power and sole dispositive power over 6,264,548 Genco shares, with no shared voting or dispositive power. This means decisions on voting and disposition of these shares are controlled solely by Diana.

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

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Available on EDGAR 08/17/2026 - 08:18 AM Accepted by SEC EDGAR 08/17/2026 - 08:18 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 32)

GENCO SHIPPING & TRADING LIMITED

(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)

08/14/2026

(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 6,264,548.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,264,548.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,264,548.00

12

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

13

Percent of class represented by amount in Row (11)

14.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

All reported shares are owned by Diana Shipping Inc. Calculated based on 43,586,605 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of August 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 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 LIMITED
(c)	Address of Issuer's Principal Executive Offices: 299 PARK AVENUE, 12TH FLOOR, New York, NEW YORK , 10171.
Item 1 Comment: This Amendment No. 32 (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 (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, June 4, 2026, June 8, 2026, June 11, 2026, June 12, 2026, June 15, 2026, June 16, 2026, June 17, 2026, June 18, 2026, June 29, 2026, June 30, 2026, July 8, 2026, July 13, 2026, July 27, 2026, and August 10, 2026) in respect of the Common Shares of the Issuer. 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 4.	Purpose of Transaction
	Item 4 of the Current Schedule 13D is hereby amended and supplemented to add the following: On August 14, 2026, Diana issued a press release announcing that Diana has withdrawn its proposal submitted to the board of directors of the Issuer on June 17, 2026 to acquire all of the issued and outstanding Shares of the Issuer not already owned by Diana for $24.80 in cash (adjusted for the Issuer's recently declared dividend of $0.80 per Share) plus one share of stock of Diana valued at $2.54 based on Diana's 30-day volume-weighted average price as of June 16, 2026 (the "Offer"). Notwithstanding the withdrawal of the Offer, Diana intends to regularly review its investment in the Issuer and consider all potential courses of action in connection with the Issuer and its Shares. Based on such review, as well as other factors, Diana may from time to time and at any time: (i) acquire additional Shares of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) dispose of any or all of their Shares in the open market, in privately negotiated transactions or otherwise; and (iii) engage in any hedging or similar transactions with respect to the Shares. Any such actions that Diana might undertake may be made at any time without prior notice based on, among other things, Diana's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's Shares; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities available to Diana; and other future developments. Further, Diana may, and reserves the right to, formulate plans or make proposals that could relate to or result in any of the matters listed in Items 4(a) - (j) of Schedule 13D, modify or withdraw any such plan or proposal, or change its intentions with respect to previous plans or proposals, in each case at any time.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Press Release, dated August 14, 2026, issued by the Reporting Person.

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:	08/17/2026