[SCHEDULE 13D/A] GENCO SHIPPING & TRADING LTD SEC Filing

Rhea-AI Filing Summary

Diana Shipping Inc. filed Amendment No. 3 to its Schedule 13D on Genco Shipping & Trading Limited (GNK), updating its stake and disclosing a non-binding takeover proposal. Diana reports beneficial ownership of 6,413,151 shares of Genco common stock, or 14.8% of outstanding shares, based on 43,243,165 shares outstanding as of November 5, 2025.

On November 24, 2025, Diana submitted a proposal to acquire all Genco shares it does not already own for US$20.60 per share in cash. The proposed price represents a 15% premium to Genco’s November 21, 2025 close, a 21% premium to the July 17, 2025 close, and a 23% premium to the 30‑day and 90‑day volume‑weighted average prices ending November 21, 2025.

Diana has engaged DNB Bank and Nordea to lead financing and states confidence in securing about $1,102,000,000 of debt to fund the purchase of the remaining shares, refinance Genco’s existing debt, and pay transaction costs. The proposal is non-binding, is not subject to a financing condition or Diana shareholder approval, and would, if completed, take Genco private and delist its shares.

Positive

• Non-binding all-cash proposal at a premium: Diana Shipping offers US$20.60 per GNK share, representing 15–23% premiums to recent and VWAP trading levels.
• Indicated financing support: Engagement of DNB Bank and Nordea with stated confidence in arranging about $1.102 billion of debt to fund the proposed transaction and refinance existing debt.

Negative

• None.

Insights

M&A and corporate governance analyst

Diana offers $20.60 cash per GNK share in a non-binding, debt-backed go-private proposal.

Diana Shipping discloses ownership of 6,413,151 Genco shares, or 14.8% of the company, and has now moved from a passive stake to an overt acquisition proposal. The offer of $20.60 per share in cash targets all Genco shares Diana does not already own, which would result in Genco becoming a wholly owned subsidiary and its shares being deregistered and delisted if a definitive agreement is reached.

The filing highlights that the proposed price reflects a 15% premium to Genco’s November 21, 2025 close, a 21% premium to the July 17, 2025 close, and a 23% premium to both the 30‑day and 90‑day VWAPs ending November 21, 2025. Diana has engaged DNB Bank and Nordea and indicates confidence in arranging about $1,102,000,000 of debt to fund the cash consideration for remaining shares, refinance Genco’s debt, and cover fees.

The proposal is explicitly described as non-binding, with no existing definitive agreement and with flexibility for Diana to amend, pursue, or abandon the transaction or alter terms such as price and conditions. The filing notes that the proposed transaction would involve actions like an extraordinary corporate transaction, board or management changes, and termination of Genco’s registration and NYSE listing, underscoring that this is a potential change-of-control event whose outcome depends on future negotiations and approvals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

11/24/2025

(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).

SCHEDULE 13D

CUSIP No. 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 43,243,165 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025.

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. 3 (this "Amendment") amends and supplements, to the extent set forth herein, the statement on Schedule 13D originally filed by 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") and Amendment No. 2 thereto filed on September 30, 2025 ("Amendment No. 2" and collectively with the Original Schedule 13D, Amendment No. 1 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 and Item 5(c) 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 November 24, 2025, the Reporting Person submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer to acquire all of the issued and outstanding Shares not already owned by the Reporting Person for a cash consideration of US$20.60 per share (the "Proposed Transaction"). The proposed price represents: - a 15% premium to the closing price of the Shares on November 21, 2025; - a 21% premium to the closing price of the Shares on July 17, 2025, the date of the initial disclosure of the Reporting Person's ownership of Shares; and - a 23% premium to the volume-weighted average price of the Shares for each of the 30-day and 90-day periods ending November 21, 2025; In addition, Diana's offer is in-line with the 10-year high price for the Shares. The Proposal would allow the Issuer's shareholders to receive immediate value in cash at a premium to the historical trading price for the Shares without being subject to market or industry risk. A copy of the Proposal is attached as Exhibit C to this Amendment and incorporated herein by reference. The Reporting Person has engaged DNB Bank and Nordea to lead the financing for the Proposed Transaction and is confident in its ability to secure a total of $1,102,000,000 in debt financing to pay in full the purchase price for the Shares that the Reporting Person does not own, to refinance the Issuer's existing outstanding indebtedness and to pay transaction fees and expenses. In that connection, DNB Bank and Nordea have delivered to the Reporting Person a letter expressing their high confidence that the structuring and syndication of such debt financing can be accomplished by them. Based on its knowledge of the shipping industry, the Reporting Person does not believe that there will be any regulatory impediment to the Proposed Transaction. The Proposed Transaction would not be subject to any financing condition or approval of the Reporting Person's shareholders. The Proposal is non-binding, and no agreement, arrangement or understanding between the Reporting Person and the Issuer relating to the Proposal, the Proposed Transaction, or any other transaction currently exists or will be created until such time as a definitive agreement has been executed and delivered. The Reporting Person may at any time amend, pursue, or choose not to pursue the Proposed Transaction; change the terms of the Proposal, including the price or the conditions of the Proposed Transaction; or take action to facilitate or increase the likelihood of consummation of the Proposed Transaction. The Proposed Transaction would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including an extraordinary corporate transaction involving the Issuer, a change in the present board of directors or management of the Issuer, the termination of the registration of the Shares under the Securities Act of 1934 and the delisting of a class of securities of the Issuer from the New York Stock Exchange. The Reporting Person may, at any time and from time to time, formulate other plans or proposals regarding the Issuer and the Shares, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. In connection with the submission of the Proposal to the Issuer, the Reporting Person issued the Press Release attached as Exhibit D to this Amendment, which is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person may be deemed to beneficially own 6,413,151 Shares, constituting approximately 14.8% of the total outstanding Shares of the Issuer. This percentage is based on an aggregate of 43,243,165 Shares outstanding as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q and filed with the SEC on November 5, 2025.
(b)	As of the date of this filing the Reporting Person has the sole power to vote or direct the vote of 6,413,151 Shares and has the shared power to vote or direct the vote of 0 Shares.
(c)	The Reporting Person made no purchases of Shares in connection with the circumstances giving rise to the filing of this Amendment. The Reporting Person previously acquired beneficial ownership of 2,121,859 Shares on September 29, 2025, as previously reported on Exhibit B to Amendment No. 2 and filed with the SEC on September 30, 2025.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Person.
(e)	Not applicable.
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 A: Directors and Officers (incorporated by reference to the Schedule 13D filed by the Reporting Person with the SEC on July 17, 2025). Exhibit B: Information with Respect to Transactions Effected in the Last 60 Days (incorporated by reference to the Schedule 13D/A filed by the Reporting Person with the SEC on September 30, 2025). Exhibit C: Proposal Letter, dated November 24, 2025, from the Reporting Person to the Board of Directors of the Issuer. Exhibit D: Press Release, dated November 24, 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:	11/24/2025

FAQ

What did Diana Shipping propose in its latest Schedule 13D/A on Genco Shipping (GNK)?

Diana Shipping submitted a non-binding proposal to acquire all Genco common shares it does not already own for US$20.60 per share in cash, which would take Genco private and delist its stock if completed.

At what premium is Diana Shipping offering to buy Genco Shipping (GNK) shares?

The proposed US$20.60 per share price represents a 15% premium to Genco’s November 21, 2025 closing price, a 21% premium to the July 17, 2025 close, and a 23% premium to both the 30‑day and 90‑day VWAPs ending November 21, 2025.

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

Diana Shipping reports beneficial ownership of 6,413,151 Genco common shares, which it states is approximately 14.8% of Genco’s 43,243,165 shares outstanding as of November 5, 2025.

How will Diana Shipping finance its proposed acquisition of Genco Shipping (GNK)?

Diana has engaged DNB Bank and Nordea to lead financing and indicates confidence in securing about $1,102,000,000 in debt to fund the cash purchase of Genco shares it does not own, refinance Genco’s existing debt, and pay transaction fees and expenses.

Is the proposed acquisition of Genco Shipping (GNK) by Diana Shipping binding?

No. The filing states the Proposal is non-binding, with no definitive agreement in place. Diana may choose to pursue, amend, or not pursue the proposed transaction, and terms such as price and conditions may change.

What corporate changes could result if Diana’s proposal for Genco Shipping (GNK) is completed?

The filing notes the proposed transaction would involve actions such as an extraordinary corporate transaction, potential changes to Genco’s board or management, and the termination of registration and delisting of Genco’s shares from the New York Stock Exchange.

Does the Schedule 13D/A report recent share purchases by Diana Shipping in Genco (GNK)?

The amendment states that Diana made no purchases of Genco shares in connection with the circumstances giving rise to this filing and references a prior acquisition of 2,121,859 shares on September 29, 2025, as previously reported.