Genco Shipping & Trading Limited

05/15/2026 | Press release | Distributed by Public on 05/15/2026 15:29

Amendment to Recommendation Statement (Form SC 14D9/A)

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)

Genco Shipping & Trading Limited published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 15, 2026 at 21:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]