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Genco Shipping & Trading Rejects Non-Binding Indicative Proposal from Diana Shipping Inc.(page1)

15 Ιανουαρίου 2026.

genco26dBoard Unanimously Determined Proposal Significantly Undervalues Genco, Has Significant Execution Risk with No Committed Financing and is Not in Best Interest of Shareholders

Board Sought to Discuss Alternative Transaction Structure to Benefit Both Companies’ Shareholders

Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, confirmed that its Board of Directors, with the recommendation of a committee of independent directors, unanimously rejected Diana Shipping Inc.’s non-binding indicative proposal to acquire all of the outstanding shares of Genco not already owned by Diana for $20.60 per share in cash, as the proposal materially undervalues Genco.

Genco issued the following statement:

The Genco Board of Directors is dedicated to upholding the highest standards for its fiduciary responsibilities and maximizing value for the Company's shareholders. In that light, our Board thoroughly reviewed Diana’s proposal with the assistance of external financial and legal advisors and unanimously determined that Diana’s proposal significantly undervalues Genco and is not in the best interest of our shareholders.

Diana’s proposal, by its very nature, lacked the value, structure and certainty to warrant further engagement.

Among other considerations, Diana’s indicative proposal failed to reflect:

• The inherent value of Genco’s high-quality and modern fleet, leading commercial operating platform, established technical management business and strong balance sheet;

• The Company’s track record of durable cash flow generation across cycles and execution of a low leverage, high capital return business model; and

• An appropriate premium in exchange for control of Genco, given its superior performance and strong capital returns throughout the cycles.

Diana’s indicative proposal is also well below Genco’s net asset value (NAV) during a period of rising asset values across the industry. Contrary to Diana’s assertions, Diana’s proposed purchase price was significantly below Genco’s 10-year high stock price of $26.93.

In addition, the Board believes there are considerable execution risks posed by the proposed structure, Diana’s balance sheet and high leverage profile and the lack of committed financing. Given the substantial borrowing and leverage required to complete the transaction, our Board sees significant uncertainty in Diana’s proposal or any similar proposal. The Board recognizes that Diana’s highly confident letter falls short of committed financing.

Furthermore, the Board believes that our proven strategy will deliver superior value for our shareholders, particularly in light of a strong drybulk market with positive fundamentals. Through our comprehensive value strategy, Genco is focused on sizeable quarterly dividends, low financial leverage and opportunistic fleet renewal and growth.

As part of its thorough review, our Board determined that the best transaction structure for a combination between Genco and Diana includes Genco acquiring Diana using cash and Genco’s superior equity currency as consideration in a transaction, especially given Genco’s premium valuation and superior total shareholder return versus Diana. Therefore, we did seek to engage with Diana, both directly and through advisors, to explore an alternative transaction under which Genco would acquire Diana.

Our Board believes its proposed transaction structure could create value for Diana and Genco shareholders. Diana investors would obtain immediate and significant certain cash value, as well as the opportunity to participate in the upside potential of a combined company that would be led by Genco’s proven management team and build on Genco’s strong operating platform and low leverage, high capital return business model. In response, Diana refused to engage and instead reiterated its previous offer.

Our Board and leadership team remain confident in the continued execution of our proven strategy and are committed to optimizing the value Genco creates for shareholders.

Below is the letter that Genco sent to Semiramis Paliou, Director and Chief Executive Officer of Diana and Ioannis Zafirakis, Director and President of Diana on January 8, 2026:

Diana Shipping Inc.

c/o Diana Shipping Services S.A.

Pendelis 16, 175 64 Palaio Faliro, Athens, Greece

Attention: Ms. Semiramis Paliou and Mr. Ioannis Zafirakis

Re: Non-Binding Indicative Proposal of Diana Shipping Inc. (“Diana”)

Dear Semiramis and Ioannis:

The Board of Directors of Genco Shipping & Trading Limited (“Genco” or the “Company”) has reviewed Diana’s recent non-binding indicative proposal regarding a potential transaction between our companies. Consistent with its fiduciary duties, the Board established a committee of independent directors, which conducted a careful review with the assistance of independent financial and legal advisors of Diana’s proposal and its implications for Genco and all its shareholders.

Following this review, and based on the recommendation of our independent Board committee, our Board has unanimously determined that the proposal undervalues the Company and is not in the best interests of all our shareholders.

We believe the proposal fails to sufficiently compensate Genco’s shareholders for the value and quality of our business and its assets, particularly in light of Genco’s prospects in a strengthening drybulk market. Among other considerations, the proposal fails to reflect:

• The inherent value of Genco’s high-quality and modern fleet, leading commercial operating platform, established technical management business and strong balance sheet;

• Our track record of durable cash flow generation across cycles and execution of a low leverage, high capital return business model;

• An appropriate premium in exchange for control of Genco; and

• The opportunity for our shareholders to realize superior value in the coming years through continued execution of Genco’s proven strategy and prudent capital allocation policy in a strong drybulk market with positive fundamentals.

In addition, the Board believes there are considerable execution risks posed by the proposed structure, Diana’s balance sheet and high leverage profile and the lack of committed financing. Given the substantial borrowing and leverage required to complete the transaction, we see significant uncertainty in Diana’s proposal or any similar proposal.

Genco has delivered meaningful value to shareholders through our comprehensive value strategy, which is focused on sizeable quarterly dividends, low financial leverage and opportunistic fleet renewal and growth.

Notable achievements include:

• Paying $7.065 per share in dividends over the last six years or nearly 40% of our current share price, which includes 25 consecutive quarterly payments, the longest period of uninterrupted dividends in our drybulk peer group;

• Investing a total of $347 million in high specification vessels, including acquiring two high quality, premium earning Newcastlemax vessels in November 2025; and

• Reducing our leverage profile to approximately 20% net loan-to-value pro forma for our latest agreed upon acquisitions and maintaining one of the industry’s lowest cash flow breakeven levels.

We believe that continuing to execute our proven strategy will deliver superior value for our shareholders. In contrast, Diana’s proposal, by its very nature, lacks the structure, value and certainty to warrant further engagement. Accordingly, Genco will not pursue discussions regarding Diana’s recent proposal.

Genco Shipping & Trading Limited press release

 

 

 

 

 

 

 

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