Diana Shipping Inc SC TO-T/A, filed May 27, 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. 5)
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. 14 (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, May 12, 2026, May 18, 2026, and May 19, 2026) in respect of the Common Shares of the Company.
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CUSIP No. Y2685T131
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| 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 6,264,548.0 |
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| 8 | SHARED VOTING POWER 0.0 |
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| 9 | SOLE DISPOSITIVE POWER 6,264,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0 |
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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) 14.4%1 |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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CUSIP No. Y2685T131
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| 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 6,264,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
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| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,264,548.0 |
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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) 14.4%2 |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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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.
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.
This Amendment No. 5 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 9 AND ITEM 11.
| (1) | Extension of Offer. The Offer to Purchase, Letter of Transmittal, Form of Notice of Guaranteed Delivery, Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Items 1 through 9 and Item 11 of the Schedule TO, in each case to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: |
The Offer was scheduled to expire at 5:00 p.m., New York City time, on June 2, 2026. The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on June 26, 2026, unless further extended. As of May 27, 2026, 38 Shares, representing less than 1% of the outstanding Genco Shares, had been validly tendered into the Offer and not validly withdrawn.
All references to the scheduled expiration of the Offer being “5:00 p.m., New York City time, on June 2, 2026” set forth in the Offer to Purchase, the Letter of Transmittal, Form of Notice of Guaranteed Delivery, Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees are hereby amended and replaced with “5:00 p.m., New York City time, on June 26, 2026.”
| (2) | Offer Price. |
| (a) | The Offer to Purchase, Letter of Transmittal, Form of Notice of Guaranteed Delivery, Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and Items 1 through 9 and Item 11 of the Schedule TO, in each case to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows: |
On May 27, 2026, Diana increased the Offer Price from $23.50 per Share to $24.80 per Share, net to the seller in cash, without interest and less any required withholding taxes. All references to the Offer Price (previously $23.50 per Share) are hereby amended and replaced with price of $24.80 per Share.
| (b) | The section of the Offer to Purchase under the heading “Summary Term Sheet” and items 1 through 9 and Item 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 will I receive for my Shares?” and adding the following paragraph in its place: |
“You will receive $24.80 in cash, less any applicable withholding taxes and without interest, for each Share you validly tender and do not withdraw before the expiration of the Offer. Shareholders are encouraged to obtain current market quotations for the Shares prior to making any decision with respect to the Offer.”
| (3) | The section of the Offer to Purchase entitled “Background of the Offer; Other Transactions with Genco” and items 1 through 9 and Item 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 of the section: |
“On May 27, 2026, Diana issued a press release announcing (a) an extension of the Expiration Date of the Offer to 5:00 p.m., New York City time, on June 26, 2026, unless further extended, and (b) the increase in the Offer Price from $23.50 per Share to $24.80 per Share, net to the seller in cash, without interest and less any required withholding taxes. In connection with the issuance of such press release, on May 27, 2026 Diana published a slide presentation highlighting its increased offer price.”
| (4) | The section of the Offer to Purchase entitled “Dividends and Distributions” and items 1 through 9 and Item 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 penultimate paragraph, including the first bullet point thereof, and adding the following paragraph and first bullet point in its place: |
“If, on or after May 26, 2026, Genco declares, sets aside, makes or pays any dividend on the Shares or makes any other distribution (including the issuance of additional shares of capital stock pursuant to a stock dividend or stock split, the issuance of other securities or the issuance of rights for the purchase of any securities) with respect to the Shares that is payable or distributable to shareholders of record on a date prior to the transfer to the name of Diana or the Purchaser or their nominees or transferees on Genco’s stock transfer records of the Shares tendered pursuant to the Offer, then, without prejudice to Diana’s and the Purchaser’s rights under “The Offer — Section 1 — Terms of the Offer” and “The Offer — Section 14 — Conditions of the Offer”:
| · | to the extent any such dividend or distribution is payable in cash, the Offer Price per Share payable by the Purchaser pursuant to the Offer will be reduced by the amount per Share of the cash portion of any such dividend or distribution.” |
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibits:
| Exhibit No. | Description | |
| (a)(5)(G) | Press Release of Diana Shipping Inc., dated May 27, 2026. | |
| (a)(5)(H) | Slide Presentation, dated May 27, 2026. | |
| 107 | Filing Fee Table. |
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 27, 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)(G)
| 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. INCREASES ALL-CASH OFFER TO ACQUIRE GENCO SHIPPING & TRADING TO $24.80 PER SHARE
Increase Reflects Net Asset Value at Cyclically High Asset Values and Diana's Unwavering Commitment to Completing a Value-Maximizing Transaction for All Genco Shareholders
Amends Tender Offer Price to $24.80 Per Share in Cash and Extends Deadline to June 26, 2026
Releases Investor Presentation Highlighting Financial Merits of Increased Offer
Urges Genco Shareholders to Vote the GOLD Universal Proxy Card “FOR” Diana's Six Independent Director Nominees at the 2026 Annual Meeting
Athens, Greece – May 27, 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 announced that it has increased its previously announced offer to purchase all outstanding shares of common stock of Genco to $24.80 per share in cash from $23.50 per share in cash. In connection with the increased offer, Diana has extended the expiration of its tender offer for all the outstanding shares of Genco to 5:00 p.m., New York City time, on June 26, 2026, unless further extended. The terms of the offer are substantially similar in all other respects unless Genco declares a cash dividend or other distribution on the Genco shares with a record date prior to Diana’s purchase of the shares, in which case the offer price will be reduced by the amount payable per share.
Diana has released an investor presentation that highlights the financial merits of the increased offer. The presentation can be found at www.CashforGenco.com.
Diana's increased offer of $24.80 per share in cash represents a compelling value for Genco shareholders across every relevant measure, including:
| · | A 39% premium to Genco's undisturbed closing share price on November 21, 2025, the last trading day before Diana's initial offer to acquire Genco, and a 48% premium to Genco's 30-day volume-weighted average price as of that date; and |
| · | Pricing at approximately 1.0x Genco's net asset value (“NAV”) (adjusted for Genco’s newly adopted employee severance plan) – at cyclically high asset values – based on the most recent available data from VesselsValue, the same source Genco has used for fleet valuations for more than five years. |
As a result of Diana's offer, Genco’s share price is currently trading at or around NAV, while the dry bulk peers are currently trading at an average 20% discount to NAV. Before Diana's involvement, Genco traded at an average 30% discount to NAV since 2020. As such, Genco shareholders face significant downside risk in the absence of Diana's offer. If the offer is not completed, Genco's share price could decline to approximately $18.00 per share if the stock reverts toward its historical trading.
Diana's increased offer is fully financed with no financing condition. Diana's $1.433 billion in fully committed financing is arranged by DNB Carnegie and Nordea with participation from BNP Paribas, Standard Chartered, Deutsche Bank and Danske Bank.
Diana continues to urge the Genco Board of Directors (the "Genco Board") to engage in a good faith negotiation to reach a transaction agreement that would deliver compelling value to Genco shareholders. In this regard, Diana has delivered a draft merger agreement in a form it believes can be finalized in a matter of days with minimal changes if the Genco Board engages. If Diana's nominees are elected at the 2026 Annual Meeting on June 18, 2026, Diana would be open to further extending the tender offer to provide the new directors with the opportunity to engage with Diana on the proposed transaction.
In the meantime, Diana has nominated six highly qualified, independent candidates to the Genco Board who are committed to maximizing the value of shareholders' investment in Genco, whether through a transaction with Diana or other means. Also, Diana’s tender offer reflects its commitment to completing a transaction at the price it has offered. Diana urges all Genco shareholders to promptly act on both opportunities.
Semiramis Paliou, Diana's Chief Executive Officer, commented:
"Following conversations we have had with various shareholders, the increased offer we have put forth today reflects Diana's genuine commitment to completing a transaction that delivers outstanding value to all Genco shareholders. Our previous offers have each been met with silence, and we are hopeful that the Genco Board will finally sit down with us to engage in a constructive dialogue. This is the path forward that we strongly prefer, but we have also given Genco shareholders the opportunity to vote for our Board nominees – who we are confident will explore all opportunities to maximize value – and to tender their shares. We urge shareholders to take action immediately to protect their investments, which are at serious risk in the absence of our 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 $24.80 per share in cash. The proxy vote and the tender offer are independent of each other — shareholders can and should act on both opportunities.
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. For additional information, please visit www.CashforGenco.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 are 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 May 27, 2026, Diana is the beneficial owner of 6,264,548 shares, representing approximately 14.4% 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.
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. On May 27, 2026, Diana (i) increased the offer price from $23.50 per share in cash to $24.80 per share in cash, and (ii) extended the expiration of the Offer to 5:00 p.m., New York City time, on June 26, 2026, unless further extended. To the extent that Genco declares a cash dividend or other distribution on the Genco shares, the offer price will be reduced by the amount payable per share.
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 $24.80 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 $24.80 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.
Exhibit (a)(5)(H)
| We create to share Diana Shipping Inc. proposal to acquire Genco Shipping & Trading May 2026 |
| Disclaimer 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. 2 |
| Disclaimer 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 are 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. 3 |
| Disclaimer 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 May 26, 2026, Diana is the beneficial owner of 6,264,548 shares, representing approximately 14.4% 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. 4 Highlighted sentence to be aligned with press release |
| Disclaimer 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. On May 27, 2026 Diana (i) increased the offer price from $23.50 per share in cash to $24.80 per share in cash, and (ii) extended the expiration of the Offer to 5:00 p.m., New York City time, on June 26, 2026, unless further extended. To the extent that Genco declares a cash dividend or other distribution on the Genco shares, the offer price will be reduced by the amount payable per share. 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 $24.80 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 $24.80 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. 5 |
| Source: FactSet as of 21 November 2025 1) Historical Genco share price not comparable vs today’s share price unless adjusted for dividends. Example: If a company with only cash on balance sheet pays out half the cash, the share price should theoretically drop 50%. The same is the case for shipping stocks, particularly since the assets have a fixed useful life; 2) Undisturbed share price and VWAPs as of 21 November 2025 39% premium over undisturbed closing price and 48% premia vs 30-day VWAP Competitive premia to undisturbed share price Offer price vs historical GNK share price (adjusted for dividends)1 Premia vs undisturbed share price & VWAP2 0 5 10 15 20 25 30 Nov-19 Nov-20 Nov-21 Nov-22 Nov-23 Nov-24 Nov-25 Offer price GNK share price (dividend adj.) GNK share price 17.0 16.8 17.9 23.5 24.8 90D VWAP 30D VWAP Undisturbed share price (21 Nov. 2025) Revised offer (March) Current offer +48% +39% 6 |
| Source: Genco public filings, VesselsValue, Clarksons SIN 1) Fleet values from VesselsValue as of May 22, 2026; 2) Including $11m in disclosed cash severance to named executive officers and assuming $5m in undisclosed cash severance; 3) Based on the offer price of $24.80 per share and the number of options, RSUs and PRSUs from Genco’s 10-Q Our NAV is based on broker values from VesselsValue, which Genco has used as source for fleet valuations for +5 years Proposal at approximately NAV at cyclical high values Updated offer (Q1 figures) Offer price ($/share) 24.8 Fleet on the water 1,3921 Fleet to be delivered 701 Gross fleet value (VesselsValue) 1,462 Total debt (330) Remaining capex (65) Vessels held for sale 11 Cash 55 NWC 17 Cash severance (16)2 Incentive equity (options/RSUs/PRSUs) (25)3 Net asset value 1,108 Shares outstanding – (fully diluted / basic) 43.6 NAV/share 25.4 P/NAV (offer price) 0.98x Genco NAV breakdown Asset values and rates at 15-year highs 7 0 10 20 30 40 50 60 70 80 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 May-11 May-14 May-17 May-20 May-23 May-26 1y time-charter rate Capesize ($/day) 10y old Capesize ($m) 15-year high asset values and rates 1-year TC rate ($/day) Asset values ($m) Cost of incentive program of at least $0.8 per share |
| Source: FactSet, DNB Carnegie Equity Research, VesselsValue 1) Historical P/NAV estimated using DNB Carnegie Equity Research. Note that DNB Carnegie Equity Research withdrew recommendation and target price after Diana initial offer to acquire Genco was announced in November 2025. Current NAV/share estimated using VesselsValue and public company filings; 2) US dry bulk peer group including Star Bulk, Safe Bulkers, Golden Ocean and Eagle Bulk Genco and peers have historically traded at a ~30% average discount to NAV since 2020 vs offer at ~1.0x NAV Attractive premium to historical trading Historical P/NAV1 8 0.69x 0.98x 0.00x 0.20x 0.40x 0.60x 0.80x 1.00x 1.20x 1.40x Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 Jan-24 Jul-24 Jan-25 Jul-25 Jan-26 Jul-26 Genco P/NAV US dry bulk average P/NAV Genco average (2020 - Initial offer) P/NAV (offer) P/NAV Genco US dry bulk2 Average (2020 - initial offer) 0.69x 0.73x Initial ownership disclosure 0.64x 0.64x Genco has traded above NAV less than 5% of the time since 2017 Genco P/NAV significantly strengthened vs peers following initial ~7.7% ownership disclosure |
| Source: FactSet, DNB Carnegie Equity Research, VesselsValue 1) Historical P/NAV estimated using DNB Carnegie Equity Research. Note that DNB Carnegie Equity Research withdrew recommendation and target price after Diana initial offer to acquire Genco was announced in November 2025. Current NAV/share estimated using VesselsValue and public company filings; 2) US dry bulk peer group including Star Bulk, Safe Bulkers, Golden Ocean and Eagle Bulk Genco currently trading at a 20% premium to peers vs a discount historically, highlighting risk of a no-deal scenario Genco share price artificially inflated by Diana offer Genco relative P/NAV vs US dry bulk peers pre/post initial ownership disclosure (0.4x) (0.3x) (0.2x) (0.1x) 0.0x 0.1x 0.2x 0.3x Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 Jan-24 Jul-24 Jan-25 Jul-25 Jan-26 Jul-26 Pre initial Diana ownership disclosure in GNK Post disclosure / pre initial offer Post initial offer Initial ~7.7% DSX ownership disclosure Genco currently trading at a ~20% premium vs peers. If Diana’s offer is taken off the table, and Genco re-price to peer group average, Genco share price could decline to ~$17.5 per share 9 |
| Source: Public fairness opinions and equity research 1) For transactions with a share consideration, the P/NAV is estimated based on the value of the share consideration vs the NAV of the target at the time of announcement. Shipping and dry bulk takeovers last 5 years have on average priced at ~20% discount to NAV Our offer reflects a premium to precedent transactionsh P/NAV - Selected precedent shipping takeover transactions last 5 years1 Target Golar LNG Partners Gaslog Diamond S Teekay LNG Partners Høegh LNG Partners Grinrod Gaslog Partners Eagle Bulk MT Maritime Belships Golden Ocean CoolCo Acquiror NFE Blackrock International Seaways Stonepeak Høegh LNG Holdings Taylor Maritime Gaslog Star Bulk Pangaea Entrust CMBT EPS Ventures Segment LNG LNG Tankers LNG LNG Dry bulk LNG Dry bulk Dry bulk Dry bulk Dry bulk LNG Transaction value ($bn) 1.9 4.9 1.0 6.2 0.8 0.6 1.5 0.9 0.3 0.9 2.1 1.8 Consideration Cash Cash Shares Cash Cash Cash Cash Shares Shares Cash Shares Cash Take private by controlling shareholder No Yes No No Yes No Yes No No No Yes Yes 1.06x 0.80x 1.08x 0.80x 0.88x 0.65x 0.85x 0.66x 0.65x 2021 2021 2021 2021 2022 2022 2023 2023 2024 2025 2025 2025 0.93x 0.82x 0.73x 0.75x Other shipping Drybulk P/NAV 1.0x Avg. P/NAV 10 |
| Source: FactSet Proposal represent an implied EV/EBITDA (LTM) of 12.0x vs 5-year median of 5.2x Substantial premium to historical EV/EBITDA of Genco EV/LTM EBITDA EV/NTM EBITDA 11 5.2x 12.0x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x EV/LTM EBITDA LTM Median EV/LTM EBITDA (offer) 4.9x 7.2x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x EV/NTM EBITDA NTM Median EV/NTM EBITDA (offer) |
| Source: Genco, FactSet as of May 26, 2026 $24.8/share vs $1.27/share in average DPS last 5 years, reflects an implied payback of 19.5 years! Compelling price relative to historical dividend distributions Genco dividends per share (incl. special dividends) compared to offer price 0.50 0.24 0.32 2.74 0.95 1.57 0.75 1.27 2.56 1.79 24.80 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 5y avg 2026e 2027e Offer price 0.00 0.00 0.00 0.00 19.5x payback 13.9x payback 12 Offer price vs Genco dividends • Genco has on average paid out $1.27/share in dividends last 5 years • Compared to the Diana offer price of $24.8/share, this reflects an implied payback of 19.5 years • Based on what Genco defines as multi-year high earnings in their Q4-2025 earnings presentation, consensus is estimating DPS of $1.8/share for 2027, reflecting a payback of 13.9 years • Considering Genco average fleet age of 12.6 years, the Genco fleet will have materially aged before Genco shareholders may receive cash dividends commensurate with Diana’s offer price |
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