Diana Shipping Inc SC TO-T/A, filed Jul 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. 22)
(Final Amendment)
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:
|
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: x
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. 30 (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, May 19, 2026, May 27, 2026, May 28, 2026, June 1, 2026, June 2, 2026, June 4, 2026, June 8, 2026, June 11, 2026, June 12, 2026, June 15, 2026, June 16, 2026, June 17, 2026, June 18, 2026, June 29, 2026, June 30, 2026, July 8, 2026, and July 13, 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 |
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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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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
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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
|
|||
| 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)
|
¨ | ||
| 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 |
||
| 8 | SHARED VOTING POWER 0.0 |
|||
| 9 | SOLE DISPOSITIVE POWER 6,264,548.0 |
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| 10 | SHARED DISPOSITIVE POWER 0.0 |
|||
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
| 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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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. 22 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 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 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 $24.80 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. On June 17, 2026, Diana submitted a revised proposal to the Board of Directors of Genco to acquire all of the issued and outstanding Common Shares not already owned by Diana for $27.34 in total implied value per share, comprised of $24.80 in cash plus one share of common stock of Diana, with the implied value based on the volume-weighted average price per Diana share for the 30 days ended on June 16, 2026 of $2.54.
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.
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 and withdrawal rights expired as scheduled at 5:00 p.m., New York City time, on July 24, 2026 (such date and time, the “Offer Expiration Time”), and the Offer was not further extended. The Depositary has advised Diana and the Purchaser that, as of the Offer Expiration Time, 11,778,419 Shares, representing 31.6% of the outstanding Shares beneficially owned by shareholders other than Diana (and 27% of all outstanding Shares), had been validly tendered into the Offer and not validly withdrawn. The conditions to the Offer were not satisfied or waived at or prior to the Offer Expiration Time and the Offer expired with no Shares being accepted Diana has instructed the Depositary to promptly return all Genco Shares validly tendered and not validly withdrawn to the tendering shareholders, without any action required on the part of the tendering shareholders. On July 27, 2026, Diana issued a press release announcing the expiration of the Offer.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
| Exhibit No. | Description | |
| (a)(5)(AB) | Press Release of Diana Shipping Inc. dated July 27, 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: July 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)(AB)
| Corporate Contact: | |
| Margarita Veniou | |
| Chief Corporate Development, Governance & | |
| Communications Officer and Board Secretary | |
| Tel: + 30-210-9470-100 | |
| Email: mveniou@dianashippinginc.com | |
| Website: www.dianashippinginc.com | |
| X: @Dianaship | |
| Investor Relations Contact: | |
| Nicolas Bornozis / Daniela Guerrero | |
| Capital Link, Inc. | |
| Tel: (212) 661-7566 | |
| Email: diana@capitallink.com | |
| Bruce Goldfarb / Chuck Garske / Lisa Patel | |
| Okapi Partners | |
| Tel:(212) 297-0720 | |
| info@okapipartners.com | |
| Media Contact: | |
| Mark Semer / Grace Cartwright | |
| Gasthalter & Co. | |
| Tel: (212) 257-4170 | |
| DianaShipping@gasthalter.com |
DIANA SHIPPING INC. URGES GENCO SHIPPING & TRADING TO STOP MISLEADING INVESTORS AND ENGAGE IN GOOD FAITH NEGOTIATIONS
Offer of $27.34 Per Share, Comprised of $24.80 in Cash and One Diana Share, Remains on the Table
Genco's Characterization of Advisor Engagement to Discuss the Price, Terms and Structure of Diana’s Proposal Is False
More Than Five Weeks After Diana's Most Recent Offer, the Genco Board Continues to Use Stall Tactics to Avoid Real Engagement
Diana Terminates Tender Offer to Eliminate Genco's Latest Excuse for Failing to Engage Substantively
Athens, Greece – July 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 responded to Genco's false and misleading July 23 news release, which claimed that Genco's advisors had "engaged with Diana's advisors on multiple occasions in recent weeks to discuss the price, terms and structure of Diana's proposal."
Diana also announced that its tender offer to acquire all outstanding shares of Genco not already owned by Diana expired on July 24, 2026, at 5:00 p.m., New York City time, and that Diana has determined not to extend or reinstate the tender offer.
The Company issued the following statement:
"There has been no substantive engagement by Genco with Diana in the more than five weeks since we made our increased offer on June 17, 2026. To the contrary, on July 21, Genco's advisors stated that Genco would not provide feedback on Diana's current proposal or provide any counterproposal, as, under the federal laws governing tender offers, doing so would require Genco to disclose publicly that discussions had taken place. Genco's decision to issue a press release less than 48 hours later not only contradicts Genco's purported reasons for not engaging with Diana, but reveals the level of deception the Genco Board is willing to resort to in order to protect its own position.
"While we would like to believe that Genco will now come to the negotiating table, the tenor of Genco's July 23 news release, and its willingness to mischaracterize the nature of the limited discussions that have taken place, leave us and Genco shareholders with little confidence that the Genco Board intends to engage in good faith. We call on the Genco Board to prove otherwise."
Genco shareholders deserve an accurate account of how their Board has thus far responded to Diana's June 17 offer. There have been two calls between advisors. The first call on July 15 was Genco’s advisor seeking basic information regarding Diana’s offer that was already publicly disclosed and could have been addressed months earlier. The second call on July 21 was Genco’s advisor stating why they could not provide feedback on Diana’s proposal or provide a counterproposal.
Diana's increased offer made directly to the Genco Board to acquire the outstanding shares of Genco that it does not already own for $27.34 per share, comprised of $24.80 per share in cash plus one Diana share valued at $2.54 based on Diana's 30-day volume-weighted average price as of June 16, 2026, remains on the table.
Diana's increased offer, when made, represented a 53% premium to Genco's closing share price on November 21, 2025, the last trading day before Diana's initial acquisition proposal, a 16% premium to Genco's closing share price of $23.51 on June 16, 2026, the day prior to Diana's public announcement of the increased offer, and a 6% premium to Genco's net asset value per share based on vessel valuations provided by VesselsValue, at cyclically high drybulk asset values that are at or near 15-year highs.
Since vessel values peaked on June 3, 2026, Genco’s fleet value has declined by approximately 3.4%, or $51 million, as the dry bulk market has softened. This highlights that continued delay by Genco and its advisors carries real cost and risk for shareholders as they are exposed to further potential NAV erosion.
Diana's offer represents compelling and certain value for Genco shareholders, and Diana remains committed to completing a transaction on these terms.
By terminating the tender offer, Diana has removed the mechanism that Genco has claimed to be a barrier to engaging in substantive negotiations regarding Diana's increased offer. There is no longer any possible legal impediment the Genco Board can point to in order to avoid direct, constructive dialogue regarding Diana's offer. Diana calls on the Genco Board to provide a substantive response without further delay.
As of the expiration of the offer, 11,778,419 million shares of Genco common stock – or 31.6% of the outstanding shares of Genco not owned by Diana – had been tendered and not withdrawn. All shares previously tendered into Diana's tender offer will be promptly returned to tendering shareholders. Diana notes that shortly before the expiration of the tender offer, it was informed by a depositary agency (and Genco’s transfer agent) that due to a system error, shares previously tendered pursuant to the offer had to be withdrawn and re-tendered under a different CUSIP number. This issue may have impacted the number of shares tendered as of the expiration of the offer.
About Diana Shipping Inc.
Diana Shipping Inc. (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, may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. 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 or its management team, which are other than statements of historical facts.
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 records, Genco’s public filings and disclosures and data available from third parties. Although Diana 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 its control, Diana 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; and (vi) 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 Genco with, or furnished by Genco to, the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its other subsequent documents filed with, or furnished to, the SEC. Diana undertakes no 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.