Genco Shipping (GNK) files amendment adding exhibits on $23.50 tender offer

Rhea-AI Filing Summary

Genco Shipping & Trading Limited filed Amendment No. 1 to its Schedule 14D-9 supplementing the solicitation/recommendation statement related to an unsolicited tender offer by Diana Shipping Inc. and its subsidiary. The tender offer proposes to purchase all issued and outstanding Genco common shares for $23.50 per share in cash. This Amendment adds exhibits including a cover letter, the company statement, updated website material and a LinkedIn post, and otherwise leaves the original Statement unchanged.

Insights

Corporate Transactions Attorney

Amendment supplements the company’s recommendation record and files related communications.

The Amendment No. 1 appends four exhibits to the previously filed Schedule 14D-9 and reiterates that the underlying Statement remains unchanged. The filing documents corporate communications tied to the unsolicited tender offer priced at $23.50 per share.

Key dependencies include the tender offer process and any responses from holders; timing and consummation conditions are not stated in this excerpt.

M&A Deal Analyst

Filing is an administrative supplement to the tender-offer response record.

The Amendment lists exhibits (cover letter, company statement, website update, LinkedIn post) that expand public disclosure around the unsolicited offer by Diana Shipping Inc. It does not modify the offer price or add new terms in the provided text.

Holder reaction and next procedural milestones are not disclosed in the excerpt.

Key Figures

Amendment number: Amendment No. 1 Tender offer price: $23.50 per share Filing date referenced: May 15, 2026 +2 more

5 metrics

Amendment number Amendment No. 1 Schedule 14D-9

Tender offer price $23.50 per share Cash offer by Diana Shipping Inc.

Filing date referenced May 15, 2026 Original Statement and exhibits made available on this date

Class of securities Common Stock, par value $0.01 per share Genco common stock description

CUSIP Y2685T131 Identifies the class of securities

Key Terms

Schedule 14D-9, unsolicited tender offer, Series B Preferred Stock, Amendment No. 1

4 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement under Section 14(d)(4)"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

unsolicited tender offer market

"The Statement relates to the unsolicited tender offer by Diana Shipping Inc."

An unsolicited tender offer is a public bid by an outside party to buy a company’s shares directly from shareholders without the target company’s board asking for or endorsing the transaction. It matters to investors because it can offer a quick cash exit at a premium or create uncertainty about the company’s future—like a stranger showing up with a firm offer for your house, forcing owners to weigh immediate gain against long-term plans and risks.

Series B Preferred Stock financial

"associated rights to purchase shares of Series B Preferred Stock"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

Amendment No. 1 regulatory

"This Amendment No. 1 to Schedule 14D-9 amends and supplements"

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

SCHEDULE 14D-9

Solicitation/Recommendation Statement
under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 1)

________________________________

GENCO SHIPPING & TRADING LIMITED
(Name of Subject Company)

________________________________

GENCO SHIPPING & TRADING LIMITED
(Name of Person Filing Statement)

________________________________

Common Stock, par value $0.01 per share
(Title of Class of Securities)

Y2685T131
(CUSIP Number of Class of Securities)

________________________________

Peter Allen
Chief Financial Officer
299 Park Avenue, 12th Floor
New York, New York 10171
(646) 443-8550
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person filing statement)

________________________________

With copies to:

Kai H.E. Liekefett
Reuben Zaramian
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-8744 Thomas E. Molner
J. Michael Mayerfeld
Herbert Smith Freehills Kramer (US) LLP
1177 Avenue of the Americas
New York, New York 10036
(212) 715-9100

________________________________

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Introduction

This Amendment No. 1 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Genco Shipping & Trading Limited, a Marshall Islands corporation (“Genco” or the “Company”), with the Securities and Exchange Commission on May 15, 2026. The Statement relates to the unsolicited tender offer by Diana Shipping Inc., a Marshall Islands corporation (“Diana”) and 4 Dragon Merger Sub Inc., a Marshall Islands corporation and a direct wholly-owned subsidiary of Diana, to purchase all of the issued and outstanding shares of common stock of Genco, par value $0.01 per share, and the associated rights to purchase shares of Series B Preferred Stock, par value $0.01 per share, for $23.50 per share in cash, without interest and less any required withholding taxes. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.

The Statement is hereby amended and supplemented as follows:

Item 9. Exhibits

The following exhibits are filed with this Statement:

Exhibit No.		Description
(a)(18)		Cover letter to Genco’s Schedule 14D-9, issued on May 15, 2026.
(a)(19)		Statement issued by Genco on May 15, 2026.
(a)(20)		Updated website, made available by Genco on May 15, 2026.
(a)(21)		LinkedIn post, made available by Genco on May 15, 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.

Date: May 15, 2026

		GENCO SHIPPING & TRADING LIMITED
		By:		/s/ Peter Allen
				Peter Allen
				Chief Financial Officer (Principal Financial Officer)

FAQ

What does Genco's Amendment No. 1 to Schedule 14D-9 state (GNK)?

The Amendment appends four exhibits to the previously filed Schedule 14D-9 and affirms the original Statement remains unchanged. It references a $23.50 per share unsolicited tender offer by Diana Shipping Inc. and discloses additional communications made available on May 15, 2026.

Who is offering to buy Genco shares and at what price (GNK)?

The unsolicited tender offer is by Diana Shipping Inc. and its wholly owned subsidiary to purchase all issued Genco common shares for $23.50 per share in cash, less any required withholding taxes, as stated in the filing.

What exhibits were added in Amendment No. 1 to Genco's Schedule 14D-9?

The Amendment files four exhibits: a cover letter to the Schedule 14D-9, the company’s Statement, an updated website posting, and a LinkedIn post, all identified as made available on May 15, 2026, per the exhibit list in the filing.

Does the Amendment change the tender offer terms or recommendation (GNK)?

No substantive change is stated; the Amendment expressly says the information in the original Statement "remains unchanged" except for the appended exhibits. The filing does not modify the $23.50 per share cash offer in the provided excerpt.

What form of consideration does the tender offer propose for GNK shares?

The tender offer proposes to pay $23.50 per share in cash for each issued and outstanding share of Genco common stock, without interest and less any required withholding taxes, as stated in the filing text.