Urges Shareholders to Vote “FOR” the Reelection of Genco’s Highly Qualified and Experienced Board on the WHITE Proxy Card Today – and “WITHHOLD” on Diana’s Nominees
Genco’s Board Are Architects of the Comprehensive Value Strategy that is Delivering Superior Returns and Value with Upside Potential
Diana’s Handpicked Nominees are Not to be Trusted
Protect Your Investment and Future Dividends – Do Not Let Diana Take Control of Genco on the Cheap
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New York – May 7, 2026
Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, today announced that it has filed its definitive proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”), scheduled to be held on June 18, 2026. Shareholders of record as of the close of business on April 28, 2026, will be entitled to vote at the meeting.
In connection with the definitive proxy filing, the Company has mailed a letter to Genco shareholders recommending they vote for the reelection of Genco’s six highly qualified directors on the WHITE proxy card – Paramita Das, Kathleen C. Haines, Basil G. Mavroleon, Karin Y. Orsel, Arthur L. Regan, and John C. Wobensmith.
Genco’s definitive proxy materials, as well as other shareholder resources regarding the 2026 Annual Meeting can be found at
The full text of the letter follows:
Protect Your Genco Investment
Dear Fellow Genco Shareholders,
Take action today and vote FOR the reelection of Genco’s highly qualified directors on the WHITE proxy card to protect your Genco investment and realize the significant upside potential of Genco.
As a shareholder, you deserve to continue benefiting from Genco’s low-leverage, high dividend model. The Board has overseen the development and execution of its Comprehensive Value Strategy that underpins this model, which has enabled us to pay 27 consecutive quarterly dividends, deliver outsized shareholder returns of 197%1 and positioned Genco to continue creating value.
Notably, our Q1 2026 dividend increased 133% year-over-year. Projections show a Q2 2026 dividend of approximately $0.70 per share, a 367% increase year over year.2 Assuming the current forward freight rate curve for the balance of the year, our dividend formula would produce a total dividend of $2.50 per share in 2026.2
Your Genco investment and future dividends, however, are at serious risk. Diana Shipping Inc. (“Diana”), one of our direct competitors, is attempting to take control of Genco at a discount to the market value of our assets (NAV) and without paying an appropriate control premium. In furtherance of its takeover agenda, Diana has rapidly acquired a significant ownership stake in Genco, made a series of inadequate private and public acquisition proposals, launched a tender offer, and is now attempting to replace the entire Genco Board with its handpicked slate of directors.
To be clear, Diana’s proxy contest is not a vote on whether to approve or reject Diana’s acquisition proposals – it is a vote on whether to give Diana’s nominees control of the Board and the Company.
If elected, Diana’s handpicked director nominees could take actions that risk destroying shareholder value or enriching Diana and its insiders at the expense of Genco shareholders.
We strongly believe Genco’s highly qualified and experienced nominees have served Genco shareholders well and are best positioned to guide the Company forward, drive superior returns and create value for all shareholders.
You can protect your Genco investment and access to future sizeable dividends today by voting the WHITE proxy card FOR the reelection of Genco’s highly qualified, independent Board of Directors and WITHHOLD on Diana’s nominees.
For additional information, shareholders can visit:
VOTE THE WHITE PROXY CARD TO CONTINUE BENEFITTING FROM GENCO’S COMPREHENSIVE VALUE STRATEGY
Over the past five years,3 Genco’s Board and management team have successfully executed the Company’s Comprehensive Value Strategy, enabling us to outperform the industry and positioning the Company for continued value creation.
• $310 million or $7.16 per share dividends paid to shareholders. Our strategy prioritizes driving significant returns to shareholders through our clear dividend policy, which has paid 27 consecutive quarterly dividends to shareholders, the longest uninterrupted period in the drybulk industry. Our shareholders are poised to continue receiving sizeable dividends under the strategic guidance and stewardship of Genco’s Board and management, as we operate in a strengthening drybulk market.
• $557 million invested in modern, fuel-efficient, premium-earning vessels. Our Board and management team have strategically structured our fleet with vessels that target drybulk sectors with compelling supply and demand fundamentals. We have increased the number of premium earning ships in our fleet, enhancing Genco’s ability to capture even more upside in a rising drybulk market and pay sizeable and growing dividends to our investors.
• $119 million debt reduced, supporting Genco’s industry-low leverage and breakeven level. We have reduced our debt significantly, providing Genco a foundation to return capital to shareholders and take advantage of growth opportunities in diverse rate environments. In addition, our meaningful cash flow generation and industry-low breakeven levels enhances our earnings power.
The successful execution of our strategy has delivered compelling shareholder returns, outperforming the market and peers.
The strategic steps our Board has taken to advance Genco’s strategy and market position, together with a platform that can capture upside in a strengthening drybulk market, is driving strong cash flows and shareholder returns.
Key highlights from our first quarter 2026 financial results include:
• Net income of $9.3 million and adjusted EBITDA of $36.2 million,6 up 358% year-over-year
• Average daily fleet-wide time charter equivalent (“TCE”) of $19,346 per day, strongest Q1 TCE since 20226
• Dividends of $0.35 per share, 133% higher year-over-year
Genco is unquestionably on the right course, executing a strategy that is driving value creation for all shareholders.
Our momentum has continued. In the second quarter of 2026, our estimated TCE to date is approximately $23,900, representing an increase of 76% year over year.
Projections show a Q2 2026 dividend of approximately $0.70 per share, a 367% increase year over year.2 Assuming the current forward freight rate curve for the balance of the year, our dividend formula would produce a total dividend of approximately $2.50 per share for 2026.2
We are confident Genco is well positioned to capitalize on the strengthening drybulk market and continue generating superior returns and shareholder value in 2026 and beyond.
Genco maintains high standards of corporate governance that have distinguished the Company from its peers and underpinned its shareholder-focused outperformance.
• A majority independent, diverse Board with 50% female directors.
• The only U.S.-listed drybulk shipping company with no related-party transactions.
• The only U.S.-listed drybulk company with an annually elected board.
• Consistently ranked in the top quartile of the Webber Research ESG Scorecard, significantly higher than Diana, which is ranked in the third quartile.
Our Board of Directors consists of highly engaged, experienced leaders who are proven stewards of capital and deeply committed to driving shareholder value. Our directors bring extensive expertise across relevant areas to our business, including shipping, fleet and technical management, commercial operations, capital allocation, financial reporting and M&A. This breadth of experience, combined with a disciplined and open-minded approach to evaluating strategic and value-creation opportunities, enables the Board to provide effective oversight.
The Genco Board has a track record of generating meaningful returns and value for Genco shareholders—they are architects of the Comprehensive Value Strategy that has delivered superior returns, compelling dividends and disciplined capital allocation across drybulk market cycles.
Vote FOR the reelection of Genco’s nominees on the WHITE proxy card to maintain the strong corporate governance that benefits all Genco shareholders.
Diana is a direct competitor of Genco, and we believe they have a simple agenda—to take control of Genco at a low, opportunistic and discounted price. To achieve its self-serving objective, Diana has made a series of inadequate unsolicited acquisition proposals, acquired a significant stake in Genco’s stock, nominated directors to replace the entire Genco Board, and commenced a tender offer.
Our Board responded to Diana appropriately at every turn in accordance with its fiduciary duties and its commitment to maximizing shareholder value.
The Board’s actions included adopting a shareholder rights plan only when it became absolutely necessary in direct response to Diana’s rapid accumulation of Genco stock, which was potentially improperly disclosed.7
The rights plan is designed to prevent a shareholder like Diana from disenfranchising other shareholders by obtaining control of the Company through share acquisitions rather than a negotiated transaction that would enable all Company shareholders to realize the long-term value of their investment and allow the Board to fulfill its fiduciary duties on behalf of all shareholders.
The Board has put the rights plan up for a vote at the Annual Meeting and recommends shareholders vote FOR the proposal on the WHITE proxy card.
Diana’s hostile campaign for Genco has also included a series of low-ball private and public offers that would give Diana control of Genco without paying an appropriate control premium.
• In 2024, following Genco’s initial outreach to Diana to discuss a potential business combination, Diana proposed to acquire 30% of Genco’s stock in exchange for certain ships, make Diana’s CEO chair of the Genco Board and have a Diana affiliate take over technical management of some or all of Genco’s fleet. Through these proposals, Diana would have obtained effective control without paying a premium, as well as the ability to transfer value from Genco and its shareholders to Diana.
• In November 2025, Diana made an indicative, non-binding proposal to acquire Genco for $20.60 per share, followed by a revised offer for $23.50 per share in March 2026 (the “March 2026 Proposal”). While Diana cites a premium to an arbitrary “undisturbed” share price back in November 2025, that reference point is not relevant. We believe the increase in our share price since that time reflects the success of our value strategy, strong operational and financial performance and the strengthening drybulk market. In fact, the March 2026 Proposal represented only a 1% “premium” to Genco’s closing price the day prior to the offer.
Our Board established a committee comprised of independent directors, which evaluated Diana’s recent proposals with the assistance of external advisors, including through the March 2026 Proposal. The committee – and then the full Board – unanimously rejected the acquisition proposals, determining they undervalued the Company, were below Genco’s net asset value (NAV) and failed to provide an appropriate premium for control of the Company.
As part of its review, our Board determined Diana’s March 2026 Proposal was:
Substantially below Genco’s intrinsic value, especially in light of Genco’s:
• high-quality and growing modern fleet;
• leading commercial operating platform;
• established technical management business;
• strong balance sheet;
• spot charter-focused commercial strategy;
• track record of durable cash flow generation across cycles;
• execution of a low leverage, high capital return business model;
• superior returns; and
• sizeable operating leverage in a strengthening drybulk market.
• Lacked an appropriate premium to NAV. The proposal was well below Genco’s mean sell-side analyst NAV estimate of $25.00 at the time Genco’s Board evaluated it and is still below the current mean estimate of $25.80 and the current median estimate of $26.50 in a period of rising asset values across the industry.8 This reflects increased analyst estimates from Genco’s sell-side analysts,9 making the Diana proposal even more inadequate.
• Included a “fire sale” of 16 Genco vessels to a direct competitor, Star Bulk, highlighting the extent to which Diana’s proposal deprives Genco shareholders of full value. Under the agreement, the vessels would be sold to Star Bulk at a valuation 16% below the average broker valuation.10
Diana commenced a conditional tender offer on May 4, 2026 at the same $23.50 price as Diana’s March 2026 Proposal. The offer is under consideration by Genco’s Board. Shareholders do not need to take any action with respect to this tender offer.
Our Board will file a formal recommendation with respect to the tender offer with the U.S. Securities and Exchange Commission in due course.
Our Board has made it clear: we are open to engaging with Diana in good faith, if Diana provides an offer that appropriately values Genco and adequately rewards all shareholders. The March 2026 Proposal of $23.50 per share simply does not meet that standard.
Star Bulk’s President Hamish Norton himself has said that any transaction would need to be made at a premium to NAV: “…it’s pretty hard to take over a shipping company at less than NAV plus some premium, because the board is going to demand basically at least liquidation value of the hard assets.”11
Our Board has sought to engage constructively with Diana. Genco has also offered to meet directly to discuss alternative transaction structures that would serve the best interests of all shareholders. This included a potential acquisition of Diana by Genco, which the Board determined would create the most value for both companies’ shareholders. Genco even sent a formal letter to Diana asking them to come to the table about this transaction structure.
Diana has consistently refused to engage on such a structure and failed to present a proposal with a sufficient basis for discussions. Instead, Diana has chosen to commence a tender offer and nominate a handpicked slate of directors to seize control of your Board and your company.
We urge Genco shareholders to reject Diana’s nominees given their close ties to Diana and the risks of what could happen if they take over the Genco Board.
You should not trust Diana or its nominees to act on your behalf or do the right thing for Genco shareholders.
Diana is an insider-controlled business that we believe has been run to enrich Diana insiders at the expense of other shareholders. Diana’s insiders have a record of taking control without paying a premium for doing so, related-party transactions and poor strategic decisions that have transferred control and value from Diana shareholders to the Diana insiders.
Diana’s nominees could force Genco into a sale at an inadequate price that deprives shareholders of the full value of their investment. Allowing Diana’s nominees to gain control of the Genco Board would also create the clear risk that other value-destructive actions similar to what has occurred at Diana could be imposed on Genco shareholders.
Diana’s insiders have a history of taking control without paying a premium for doing so.
• Significant familial ties run through the Board – Simeon Palios, Chairman, is the father of CEO Semiramis Paliou.
• Ms. Paliou was given the title of CEO12 following the tenure of her father, Mr. Palios.
• Diana later issued super voting preferred shares that gave the Palios family insiders a dominant voting stake, for which they paid less than $1.5 million to Diana.13 As a result, Ms. Paliou and Diana’s other directors and officers hold a controlling voting block.14
Diana has a record of related-party transactions that paid Diana’s insiders $35 million15 over the last five years.
• Among many other related-party transactions, Diana paid millions for brokerage services from Steamship Shipbroking Enterprises Inc., an affiliated entity controlled by Ms.
Paliou, CEO of Diana.16
• Diana even describes these payments as “executive compensation” in its most recent annual report.17
• Diana has also paid millions to Altair Travel Agency, a Paliou controlled firm since 2015.16
• Genco does not have relationships with related-party firms that divert money from shareholders to insiders or others they favor.
Diana has a track record of poor capital allocation and bad strategic decisions that have cost Diana’s shareholders value.
• Diana strayed from its corporate strategy, investing shareholders’ capital in “special projects” such as wind farm support assets, which are well outside of the scope of Diana’s core drybulk business.18
• Diana has historically issued shares below NAV levels that diluted shareholders.19
• Diana’s fixed-rate chartering approach, which has included transactions below break-even levels, functions as a revenue ceiling — capping returns and preventing shareholders from benefiting when markets strengthen. It stands in stark contrast to Genco’s highly effective commercial strategy.20
In our view, these poor strategic and financial decisions have compounded into persistent underperformance and limited shareholder returns.
• Diana has distributed a minimal $0.01 quarterly dividend to shareholders over each of the past six quarters during a firm drybulk market.
• Over the past five years, Diana has generated a 33% TSR, significantly trailing both Genco’s 131% TSR and the median peer group5 TSR of 104%, underscoring the magnitude of Diana’s underperformance.4
Genco shareholders should be highly concerned about the prospects of Diana’s nominees taking over the Board and running Genco like Diana.
With control of the Board, they could do any of the following:
• Approve a transaction at a price below the latest proposal or at a discounted price;
• Take commercial actions that are unfavorable to Genco’s shareholders;
• Enter into related-party transactions that may funnel money from Genco and its shareholders into entities controlled by Diana insiders, such as Steamship;
• Change our low-leverage high dividend model, threatening shareholder returns;
• Implement an ill-advised vessel chartering strategy like Diana’s that has prevented Diana from capturing the upside of the current strong market; and
• Apply the same kinds of capital allocation decisions made by Diana over the last five years that have destroyed shareholder value.21
Your ability to continue benefiting from the upside of Genco, as well as future sizeable dividend payouts, would be at risk. The only way to prevent this from happening is by voting FOR Genco’s Directors and WITHHOLD on Diana’s nominees on the WHITE proxy card.
The Genco Board maintains high standards for its directors. Diana’s nominees do not meet them.
In furtherance of its commitment to strong governance, the Board’s Nominating and Corporate Governance Committee fully reviewed and considered Diana’s nominees and determined they are not fit to serve on the Genco Board. The nominees have:
• Close personal or professional ties to Diana and its leadership;
• Records of bankruptcy and shareholder value destruction by certain candidates22; and
• No additional substantive skills or experience that are not already well represented on the highly qualified Genco Board.
Taken together, these concerns raise serious doubts about Diana’s nominees’ ability to oversee Genco effectively and act in the best interests of Genco shareholders.
Genco’s Board and management team have built a strong, differentiated drybulk shipping company and are executing a disciplined capital allocation strategy that has driven outperformance and superior returns.
Don’t let Diana risk your investment by taking over Genco without paying shareholders an appropriate value. Diana’s nominees introduce significant risks to Genco shareholders – even adding just one to the Board could disrupt our meaningful progress.
It is up to you to take action and protect your investment today. Vote “FOR” the reelection of Genco’s six directors and according to the Board’s other recommendations on the Company’s WHITE proxy card, “WITHHOLD” on Diana’s nominees and “AGAINST” Diana’s shareholder proposals. You can vote by telephone, online, or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided.
On behalf of the Board of Directors, we thank you for your continued support.
Sincerely,
Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt.
