Diana Shipping Inc SC TO-T/A, filed May 18, 2026
Diana Shipping Inc. (DSX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
Genco Shipping & Trading Limited
(Name of Subject Company (Issuer))
4 Dragon Merger Sub Inc.
(Offeror)
a direct wholly owned subsidiary of
Diana Shipping Inc.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.01 per share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
Y2685T131
(CUSIP Number of Class of Securities)
Mr. Ioannis Zafirakis
Pendelis 16, Palaio Faliro
Athens, Greece J3, 175 64
30-210-947-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
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Philip Richter Warren de Wied Colum Weiden Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York, 10004 (212) 859-8000 |
Edward S. Horton Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 (212) 574-1200 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. | |
| ¨ | issuer tender offer subject to Rule 13e-4. | |
| ¨ | going-private transaction subject to Rule 13e-3. | |
| x | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
As permitted by General Instruction G to Schedule TO, this Schedule TO is also Amendment No. 12 (this “Amendment”) to the Schedule 13D filed by Diana Shipping Inc. (the Parent of the Offeror), 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, and May 12, 2026) in respect of the Common Shares of the Company. Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. This Amendment amends the disclosures in the text of Items 3, 4, 5 and 6 to update information about the Reporting Persons.
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CUSIP No. Y2685T131 | ||
| 1 | NAMES OF REPORTING PERSONS Diana Shipping Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b)x |
| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 6,304,548.0 |
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| 8 | SHARED VOTING POWER 0.0 |
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| 9 | SOLE
DISPOSITIVE POWER 6,304,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,304,548.0 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨
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| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5%1 |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
1 All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.
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CUSIP No. Y2685T131 | ||
| 1 | NAMES
OF REPORTING PERSONS 4 Dragon Merger Sub Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b)x |
| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION MARSHALL ISLANDS |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0.0 |
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| 8 | SHARED VOTING POWER 0.0 |
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| 9 | SOLE
DISPOSITIVE POWER 6,304,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,304,548.0 |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
¨
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| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5%2 |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
2 All reported shares are owned by Diana Shipping Inc. 4 Dragon Merger Sub Inc. is a wholly-owned subsidiary of Diana Shipping Inc. Calculated based on 43,577,051 shares of common stock, par value $0.01 per share, of the Issuer outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026.
| 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 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:
The Reporting Persons are filing this Amendment No. 12 to report that, in light of the Reporting Persons’ view that the Shares are trading at inflated prices, the Reporting Persons have decided to sell a portion of the Shares held by them and realize a profit on such sales. In that connection, the Reporting Persons have sold 108,603 Shares held by the Reporting Persons. The Reporting Persons currently intend to retain a significant ownership stake in the Issuer and to use the proceeds of its sales of Shares, along with the committed financing they have obtained, to fund their proposed acquisition of the Issuer if the Issuer is prepared to enter into a transaction with the Reporting Persons. Depending on the trading price of the Shares, the Reporting Persons’ continuing assessments of the Issuer’s willingness to enter into a transaction with the Reporting Persons, and the Issuer’s business and prospects, the Reporting Persons may dispose of all or a portion of the remaining Shares of common stock held by them.
| Item 5. | Interest in Securities of Issuer |
Item 5 of the Current Schedule 13D is hereby amended and restated in its entirety as follows:
| (a) | The Reporting Persons may be deemed to beneficially own 6,304,548 Shares, constituting approximately 14.5% of the total outstanding Shares of the Issuer. This percentage is based on an aggregate of 43,577,701 Shares outstanding as of May 6, 2026, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and filed with the SEC on May 6, 2026. |
| (b) | As of the date of this filing, the Reporting Persons have the sole power to vote or direct the vote of 6,304,548 Shares. |
| (c) | Except for the following transactions, the Reporting Persons did not engage in any transaction during the last 60 days involving Shares of the Issuer. |
| Date of Transaction | Transaction Type | Number of Shares of Common Stock Sold | Maximum Price per Share | Minimum Price per Share | Average Price per Share | |||||||||||||
| May 14, 2026 | Open Market Sale | 50,000.0 | $ | 25.01 | $ | 24.59 | $ | 24.74 | ||||||||||
| May 14, 2026 | Open Market Sale | 8,603.0 | $ | 25.035 | $ | 25.00 | $ | 25.01 | ||||||||||
| May 15, 2026 | Open Market Sale | 50,000.0 | $ | 24.925 | $ | 24.50 | $ | 24.59 | ||||||||||
| (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 Persons. |
| (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.
This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on May 4, 2026 (as it may be further amended or supplemented from time to time, the “Schedule TO”), with respect to the cash tender offer (the “Offer”) made by 4 Dragon Merger Sub Inc., a corporation organized under the laws of the Marshall Islands (“Purchaser”) and a direct wholly-owned subsidiary of Diana Shipping Inc., a corporation organized under the laws of the Marshall Islands (“Diana”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “Common Shares”), of Genco Shipping & Trading Limited, a corporation organized under the laws of the Marshall Islands (“Genco”) (including the associated preferred stock purchase rights (the “Rights”, and together with the Common Shares, the “Shares”) issued pursuant to the Shareholder Rights Agreement, dated October 1, 2025 (as amended by that First Amendment, dated November 10, 2025, and as it may be further amended or supplemented from time to time), by and between Genco and Computershare Inc., as Rights Agent), other than Shares held in treasury by Genco, at $23.50 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase or the Schedule TO, as applicable. You should read this Amendment together with the Schedule TO and the Offer to Purchase.
ITEMS 1 THROUGH 11.
| 1. | The information set forth in the Offer to Purchase under Section 9—“Certain Information Concerning Diana and the Purchaser” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by deleting the sixth (6th) paragraph under the heading “The Purchaser” and adding the following paragraph in its place: |
“Diana beneficially owns, as of May 18, 2026, 6,304,548 Common Shares, representing approximately 14.5% of Genco’s outstanding Common Shares (based on 43,577,701 Common Shares outstanding as of May 6, 2026, as reported in the Genco Form 10-Q), all of which were acquired in ordinary open market transactions. On May 14, 2026, Diana sold 58,603 Common Shares in open market transactions. On May 15, 2026, Diana sold 50,000 Common Shares in open market transactions. Purchaser has not effected any transaction in securities of Genco in the past 60 days. The Purchaser was formed for the purposes of acquiring the Shares and has not engaged in any other business.”
| 2. | The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by deleting the paragraph under the heading “What percentage of Shares does Diana currently own?” and adding the following paragraph in its place: |
“Diana beneficially owns, as of May 18, 2026, 6,304,548 Common Shares, representing approximately 14.5% of Genco’s outstanding Common Shares (based on 43,577,701 Common Shares outstanding as of May 6, 2026, as reported in the Genco Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Genco Form 10-Q”)), all of which were acquired in open market transactions. On May 14, 2026, Diana sold 58,603 Common Shares in open market transactions. On May 15, 2026, Diana sold 50,000 Common Shares in open market transactions.”
| 3. | The information set forth in the Offer to Purchase under the heading “Introduction” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by deleting the seventh (7th) full paragraph and adding the following paragraph in its place: |
“There were 43,577,701 Common Shares outstanding as of May 6, 2026, as set forth in the Genco Form 10-Q. As of May 18, 2026, Diana beneficially owns 6,304,548 Common Shares which, based on the information set forth in the Genco Form 10-K and Genco Form 10-Q including regarding outstanding stock options (assuming a weighted-average exercise price of $9.91 per Share), restricted stock unit and performance based-vesting restricted stock unit awards in respect of the Common Shares (and assuming none of the Rights have been exercised), represents approximately 14.2% of the total Shares on a fully diluted basis (which includes all Common Shares issuable upon the exercise, conversion, exchange or settlement of any options, rights, awards or securities that are exercisable for, settled in or convertible into Common Shares then outstanding regardless of whether or not then vested, convertible or exercisable).”
| 4. | The information set forth in the Offer to Purchase under Section 11—“Background of the Offer; Other Transactions with Genco” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph at the end: |
“On May 14, 2026, Diana sold 58,603 Common Shares in open market transactions. On May 15, 2026, Diana sold 50,000 Common Shares in open market transactions. On May 18, 2026, Diana filed an amendment to its Schedule 13D with the SEC disclosing that Diana was the beneficial owner of 6,304,548 Common Shares, representing approximately 14.5% of Genco’s outstanding Common Shares (based on 43,577,701 Common Shares outstanding as of May 6, 2026, as reported in the Genco Form 10-Q).”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
| Exhibit No. | Description | |
| (a)(5)(D) | Press Release of Diana Shipping Inc., dated May 18, 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.
Dated: May 18, 2026
| DIANA SHIPPING INC. | ||
| By: | /s/ Ioannis Zafirakis | |
| Name: | Ioannis Zafirakis | |
| Title: | President | |
| 4 DRAGON MERGER SUB INC. | ||
| By: | /s/ Ioannis Zafirakis | |
| Name: | Ioannis Zafirakis | |
| Title: | Secretary | |
Exhibit (a)(5)(D)
Corporate Contact: Margarita Veniou Chief Corporate Development, Governance & Communications Officer and Board Secretary Telephone: + 30-210-9470-100 Email: mveniou@dianashippinginc.com Website: www.dianashippinginc.com X: @Dianaship
Investor Relations Contact: Nicolas Bornozis / Daniela Guerrero Capital Link, Inc. 230 Park Avenue, Suite 1540 New York, N.Y. 10169 Tel.: (212) 661-7566 Email: diana@capitallink.com
Bruce Goldfarb / Chuck Garske / Lisa Patel Okapi Partners (212) 297-0720 info@okapipartners.com
Media Contact: Mark Semer / Grace Cartwright Gasthalter & Co. Tel: (212) 257-4170 DianaShipping@gasthalter.com |
DIANA SHIPPING INC. CAUTIONS OF SIGNIFICANT DOWNSIDE RISK IN GENCO’S SHARE PRICE
Genco’s Current Share Price Is Artificially Inflated and – if Diana’s $23.50 Per Share Offer is Taken Off the Table – Could Decline to Approximately $17.50 Per Share, Reflecting Persistent Discount to NAV at Which It Has Historically Traded
Diana Has Sold a Portion of Shareholdings at Inflated Price
Urges Genco Shareholders to Protect the Value of Their Investment by Voting the GOLD Universal Proxy Card “FOR” Diana’s Six Independent Director Nominees at the 2026 Annual Meeting
Athens, Greece – May 18, 2026 – Diana Shipping Inc. (NYSE: DSX) (“Diana” or “the Company”), a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), today cautioned that Genco’s current share price appears to be artificially inflated by Diana’s $23.50 per share cash offer, and that, without Diana’s offer, Genco’s share price could return to the persistent discount to NAV at which it has historically traded.
Genco’s net asset value (“NAV”) as of March 31, 2026, based on vesselsvalue.com, is approximately $25.40 per share, which excludes adjustments of at least $0.80 per share for change in control costs, including the cost of accelerated equity implemented by Genco’s Board. Genco’s stock is currently trading around that level with the support of Diana’s offer. Genco’s stock has traded at an average 30% discount to NAV since 20201; if Diana’s offer is taken off the table, the stock could once again trade at those levels, implying a price in the area of $17.50 per share.
This is a very substantial risk, as Genco’s Board and management team have spent millions of dollars trying to defeat Diana’s offer, knowing very well that doing so will seriously risk damaging shareholder value.
Given Genco’s current inflated share price, Diana has sold a portion of its shareholdings. Diana currently intends to maintain a significant ownership stake, yet at the current price level – which, as stated above, it believes is at risk – it is prudent to realize a profit on its considerable investment. Funds generated by stock sales would be utilized, along with the $1.443 billion of fully committed financing, to fund Diana’s acquisition of the outstanding shares of Genco for $23.50 per share in cash if a transaction can be reached with Genco. Importantly, Diana’s decision to sell shares does not in any way diminish its commitment to acquiring Genco. In fact, it strengthens both Diana’s conviction in the transaction opportunity and its ability to complete it in the most cost-effective manner.
Semiramis Paliou, Diana’s Chief Executive Officer, commented:
“Our $23.50 per share all cash offer has brought Genco’s share price to a valuation it has never sustained on its own — because it reflects the premium value of our offer. The Genco Board and management team want shareholders to believe that the inflated share price is a result of their performance, and, knowing that’s not the case, is willing to risk hundreds of millions of dollars of shareholder value. Genco shareholders have a clear opportunity to protect the value of their investment by electing independent directors committed to ensuring every value-maximizing alternative is evaluated on the merits. A vote for our nominees is a vote to find out what Genco is really worth through consideration of all value creation opportunities — and the historical record makes the alternative perfectly clear.”
Diana’s six nominees — Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou and Quentin Soanes — share a single purpose: ensuring the Genco Board fulfills its fiduciary obligation to evaluate all value-maximizing alternatives on the merits, including Diana’s $23.50 per share all-cash offer.
Diana urges all Genco shareholders to vote the GOLD universal proxy card “FOR” each of its six independent nominees and WITHHOLD on Genco’s nominees. Diana also urges shareholders to tender their shares pursuant to Diana’s tender offer at $23.50 per share in cash. The proxy vote and the tender offer are independent of each other — shareholders can and should act on both opportunities.
1 Source: FactSet, Wall Street equity research
Shareholders who have already voted the WHITE card can change their vote by signing, dating and returning the enclosed GOLD universal proxy card. Only the latest-dated proxy will count. Please act as soon as possible — the tender offer expires at 5:00 p.m., New York City time, on June 2, 2026, unless extended, and the Annual Meeting is on June 18, 2026.
For assistance voting or tendering shares, contact Diana’s proxy solicitor and information agent, Okapi Partners LLC, toll-free at (855) 305-0857 or by email at info@okapipartners.com.
About Diana Shipping Inc.
Diana Shipping Inc. (“Diana”) (NYSE: DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels. Diana’s vessels are employed primarily on short to medium-term time charters and transport a range of dry bulk cargoes, including such commodities as iron ore, coal, grain and other materials along worldwide shipping routes.
About Star Bulk Carriers Corp.
Star Bulk Carriers Corp. (“Star Bulk”) is a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Star Bulk’s vessels transport major bulks, which include iron ore, minerals and grain, and minor bulks, which include bauxite, fertilizers and steel products. Star Bulk was incorporated in the Marshall Islands on December 13, 2006 and maintains executive offices in Athens, New York, Stamford and Singapore.
Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this communication and other statements made by Diana or Star Bulk, as applicable, may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include, but are not limited to, statements regarding the intent, beliefs, expectations, objectives, goals, future events, performance or strategies and other statements of Diana, Star Bulk or their respective management teams, which are other than statements of historical facts.
Diana and Star Bulk desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. These forward-looking statements relate to, among other things, Diana’s proposal to acquire Genco and the anticipated benefits of such a transaction, and Diana’s ability to finance such transaction. Forward looking statements can be identified by words such as “believe,” “will,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.
The forward-looking statements in this press release and in other statements made by Diana or Star Bulk, as applicable, are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in Diana’s or Star Bulk’s records, Genco’s public filings and disclosures and data available from third parties. Although Diana or Star Bulk, as applicable, believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond their control, Diana or Star Bulk, as applicable, cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.
The forward-looking statements in this communication are based on current expectations, assumptions, and estimates, and are subject to numerous risks and uncertainties. These include, without limitation, risks relating to: (i) the possibility that the proposed transaction may not proceed; (ii) the ability to obtain regulatory or shareholder approvals, if required; (iii) the risk that Genco’s Board of Directors or management may continue to oppose the proposal or not respond to further attempted engagement by Diana; (iv) failure to realize anticipated benefits of the transaction; (v) changes in the financial or operating performance of Diana, Star Bulk or Genco; (vi) the possibility that shareholders of Genco will not elect to tender their shares of common stock of Genco in connection with the Offer (as defined below) or that the conditions to consummation of the Offer are not satisfied; and (vii) general economic, market, and industry conditions. These and other risks are described in documents filed by Diana with, or furnished by Diana to, the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC, and are described in documents filed by Star Bulk with, or furnished by Star Bulk to, the SEC, including its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC. Neither Diana nor Star Bulk undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
Important Additional Information and Where to Find It
Diana and certain other Participants (as defined below) have filed a definitive proxy statement and accompanying GOLD universal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of Diana’s director nominees to the board of directors of Genco at Genco’s 2026 Annual Meeting, the passage of Diana’s proposal to repeal, at Genco’s 2026 Annual Meeting, by-laws of Genco not publicly disclosed by Genco on or prior to August 28, 2025 and a proposal that the board of directors of Genco conduct a process to explore strategic alternatives (such definitive proxy statement and the accompanying universal GOLD proxy card are available here).
Shareholders of Genco are strongly advised to read the Participants’ proxy statement and other proxy materials, including the accompanying GOLD proxy card, as they become available because they will contain important information. The Participants’ definitive proxy statement, and other proxy materials when filed, are available at no charge on the SEC’s website at www.sec.gov.
The definitive proxy statement and other relevant documents filed by Genco with the SEC are also available, without charge, by directing a request to Diana’s proxy solicitor, Okapi Partners LLC, at its toll-free number (855) 305-0857 or via email at info@okapipartners.com.
Certain Information Regarding Participants in the Solicitation
The participants in the proxy solicitation (the “Participants”) are Diana; Semiramis Paliou, Director and Chief Executive Officer of Diana; Simeon Palios, Director and Chairman of Diana; Ioannis G. Zafirakis, Director and President of Diana; Maria Dede, co-Chief Financial Officer and Treasurer of Diana; Margarita Veniou, Chief Corporate Development, Governance & Communications Officer and Secretary of Diana; Evangelos Sfakiotakis, Chief Technical Investment Officer of Diana; Maria-Christina Tsemani, Chief People and Culture Officer of Diana; Anastasios Margaronis, Director of Diana; Kyriacos Riris, Director of Diana; Apostolos Kontoyannis, Director of Diana; Eleftherios Papatrifon, Director of Diana; Simon Frank Peter Morecroft, Director of Diana; and Jane Sih Ho Chao, Director of Diana; Diana’s nominees, Jens Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao Sih Hing Francois, and Vicky Poziopoulou; Star Bulk Carriers Corp. (“Star Bulk”); Petros Pappas, Director and Chief Executive Officer of Star Bulk; and Hamish Norton, President of Star Bulk.
As of the date hereof, Diana is the beneficial owner of 6,304,548 shares of Genco common stock, representing approximately 14.5% of the outstanding shares of common stock of Genco. As of the date hereof, none of Semiramis Paliou, Simeon Palios, Ioannis G. Zafirakis, Maria Dede, Margarita Veniou, Evangelos Sfakiotakis, Maria-Christina Tsemani, Anastasios Margaronis, Kyriacos Riris, Apostolos Kontoyannis, Eleftherios Papatrifon, Simon Frank Peter Morecroft, Jane Sih Ho Chao, Jens Ismar, Gustave Brun-Lie, Quentin Soanes, Paul Cornell, Chao Sih Hing Francois, Vicky Poziopoulou, Star Bulk, Petros Pappas, or Hamish Norton beneficially owns any Genco common stock. On March 6, 2026, Diana submitted a revised proposal to acquire all of the outstanding shares of Genco common stock it did not own for $23.50 per share in cash.
Information Regarding the Offer
On May 4, 2026, Diana commenced a tender offer (the “Offer”), through its wholly-owned subsidiary 4 Dragon Merger Sub Inc., to purchase all outstanding shares of Genco common stock at $23.50 per share in cash. The Offer is scheduled to expire at 5:00 p.m., New York City time, on June 2, 2026, unless extended.
The Offer is conditioned upon, among other things: (i) Genco entering into a definitive merger agreement with Diana substantially in the form of the merger agreement included with the Offer documents; (ii) Genco shareholders validly tendering a majority of Genco’s outstanding shares on a fully diluted basis; (iii) the termination or inapplicability of Genco’s shareholder rights plan; (iv) the Genco Board’s approval of the transaction under certain affiliate transaction provisions in Genco’s charter and (v) other customary conditions. Satisfaction of the merger agreement condition, the shareholder rights plan condition and the affiliate transaction condition is solely within the control of Genco and the members of the Genco Board.
If the Offer is successfully completed, Diana intends to consummate a second-step merger as promptly as practicable, in which any remaining Genco shareholders who did not tender their shares in the Offer would receive the same $23.50 per share in cash that was paid in the Offer. As a result, if the Offer is completed and the second-step merger is consummated, all Genco shareholders — whether or not they tender their shares — would receive $23.50 per share in cash. Importantly, shareholders who tender in the Offer may receive their cash sooner than those whose shares are acquired in the second-step merger.
The Offer to Purchase and related Letter of Transmittal are being mailed to Genco shareholders and will be filed with the U.S. Securities and Exchange Commission. Copies of these materials will be available at no charge on the SEC’s website at www.sec.gov.
Questions and requests for assistance regarding the Offer may be directed to Okapi Partners LLC, the information agent for the Offer, toll-free at (855) 305-0857 or by email at info@okapipartners.com.