Genco (GNK) updates Schedule 14D-9 responding to Diana's $23.50 offer

Rhea-AI Filing Summary

Genco Shipping & Trading Limited filed Amendment No. 3 to its Schedule 14D-9 in response to an unsolicited tender offer by Diana Shipping Inc. for all issued and outstanding common shares at $23.50 per share in cash. The amendment supplements Genco's prior Solicitation/Recommendation Statement and attaches four exhibits made available on May 21, 2026, including an investor presentation and related communications.

Insights

Corporate Governance Analyst

Amendment updates public communications and materials tied to the tender offer.

Genco filed Amendment No. 3 to its Schedule 14D-9 to supplement its prior recommendation materials regarding Diana Shipping Inc.'s unsolicited tender offer at $23.50 per share. The filing specifically attaches an May 21, 2026 investor presentation, press statement, updated website content, and a LinkedIn post.

The company’s additional materials provide further context for shareholders; timing and any change in recommendation are not stated in this excerpt. Subsequent disclosures or the full Statement would show whether the recommendation changed.

M&A Counsel

Document is an information supplement to shareholders ahead of tender decision.

The Schedule 14D-9 Amendment supplements previously filed solicitation/recommendation materials relating to an unsolicited tender offer by Diana to acquire all issued common shares for $23.50 per share. The amendment lists four exhibits dated May 21, 2026.

Cash‑flow treatment of the offer and any conditions are those stated in the offer; this excerpt does not disclose changes to terms or a revised recommendation. Shareholders should review the full Statement and attached exhibits for the company’s analysis and recommendation.

Key Figures

Offer price: $23.50 per share Filing type: Amendment No. 3 to Schedule 14D-9 Exhibits dated: May 21, 2026 +1 more

4 metrics

Offer price $23.50 per share unsolicited tender offer by Diana Shipping Inc.

Filing type Amendment No. 3 to Schedule 14D-9 supplements prior Solicitation/Recommendation Statement

Exhibits dated May 21, 2026 investor presentation and communications attached as exhibits

Signer Peter Allen, Chief Financial Officer certified the Statement

Key Terms

unsolicited tender offer, Schedule 14D-9, Series B Preferred Stock

3 terms

unsolicited tender offer regulatory

"the unsolicited tender offer by Diana Shipping Inc. to purchase all of the issued and outstanding shares"

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.

Schedule 14D-9 regulatory

"Amendment No. 3 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement"

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.

Series B Preferred Stock financial

"and the associated rights to purchase shares of Series B Preferred Stock, par value $0.01 per share"

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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. 3)

________________________________

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. 3 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)(26)		Investor presentation, made available by Genco on May 21, 2026.
(a)(27)		Statement issued by Genco on May 21, 2026.
(a)(28)		Updated website, made available by Genco on May 21, 2026.
(a)(29)		LinkedIn post, made available by Genco on May 21, 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 21, 2026

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

FAQ

What does Genco's Amendment No. 3 to Schedule 14D-9 state about Diana's offer (GNK)?

It supplements Genco's prior recommendation with additional materials dated May 21, 2026. The amendment attaches an investor presentation, a press statement, updated website content, and a LinkedIn post to inform shareholders further about the $23.50 per share unsolicited tender offer.

How much is Diana offering per share in its unsolicited tender for GNK?

Diana Shipping Inc. is offering $23.50 per share in cash. The Schedule 14D-9 Amendment references this $23.50 per share cash offer for all issued and outstanding common shares.

What exhibits did Genco file with Amendment No. 3 to its Schedule 14D-9?

Genco attached four exhibits made available on May 21, 2026: an investor presentation, a company statement, updated website content, and a LinkedIn post. These are listed as exhibits (a)(26)–(a)(29) to the Amendment.

Does Amendment No. 3 change Genco's recommendation on the tender offer?

The Amendment states it "amends and supplements" the prior Schedule 14D-9 and attaches materials dated May 21, 2026. This excerpt does not state whether the company's recommendation changed; the full Statement must be consulted for any recommendation update.

Who signed the Amendment No. 3 filing for Genco (GNK)?

The Amendment is signed by Peter Allen, Chief Financial Officer of Genco. The signature block certifies that, to his knowledge, the information in the Statement is true, complete and correct as of May 21, 2026.