🧾 What This Document Is

This is a "Current Report" (Form 6-K) from Diana Shipping Inc. It's not about financial results, but an official package of documents announcing the details for their 2026 Annual Shareholder Meeting. It includes the meeting announcement, the official notice, and the proxy statement, which explains what shareholders will vote on.

👉 In simple terms: This is the company's formal invitation and instruction manual for its owners (shareholders) to vote on key leadership and governance issues.

🏢 What The Company Does

Diana Shipping Inc. is a global company that owns and charters "dry bulk" vessels. These are large ships that carry raw materials like iron ore, coal, and grain across the world's oceans. They don't own the cargo—they own the ships and lease them out to companies that need to transport these goods.

👉 Think of them as: The landlord of massive cargo ships, renting them out to tenants (cargo companies) for specific trips or time periods.

📅 Key Meeting Details

The 2026 Annual Meeting will be held completely online.

• Date: May 28, 2026
• Time: 8:00 a.m. Eastern Time
• Format: Virtual only. No physical location.
• Website: www.virtualshareholdermeeting.com/DSX2026
• Who can vote: Shareholders who owned stock as of the "Record Date" – April 20, 2026.

👉 Why it matters: Shareholders can't attend in person. They must log in online with a control number provided to them to watch, listen, and cast their votes.

🗳️ What Shareholders Are Voting On

There are two main proposals for the meeting:

Proposal 1: Elect Three Directors Shareholders will vote to elect three directors to serve until 2029. The nominees are:

• Semiramis Paliou (Age 51) – Current CEO and Chair of the Executive Committee.
• Ioannis Zafirakis (Age 54) – Current President, holding various executive roles since 2005.
• Apostolos Kontoyannis (Age 77) – Chair of the Compensation and Sustainability Committees.

👉 Why it matters: Directors set the company's strategic direction and oversee management. Electing them is one of the most important rights a shareholder has.

Proposal 2: Approve the Auditor The board recommends reappointing Deloitte Certified Public Accountants S.A. as the company's independent auditor for the 2026 fiscal year.

👉 Why it matters: The auditor provides an objective opinion on whether the company's financial statements are accurate, which is crucial for investor trust.

👥 The Leadership Up For Election

Here’s a quick look at the experience of the director nominees:

• Semiramis Paliou (CEO): Has over 20 years in shipping operations and technical management. She holds advanced degrees in engineering and has completed executive education at Harvard. She is the daughter of the company's Chairman.
• Ioannis Zafirakis (President): Has been with the Diana Shipping group since 1997, holding nearly every key executive role including CFO, COO, and Chief Strategy Officer. He is central to the company's financial and operational strategy.
• Apostolos Kontoyannis: A veteran with over 40 years in shipping finance, formerly with Chase Manhattan Bank. He chairs key committees focused on compensation and sustainability.

⚖️ Voting Mechanics & Important Rules

Understanding how your vote counts is critical:

• Proposal 1 (Director Election): Requires a plurality vote. This means the three nominees with the most "For" votes win, even if it's not a majority.
• Proposal 2 (Auditor): Requires a majority vote of the shares cast.
• Proxies: If you send in a signed proxy card without marking a choice, your shares will be voted FOR all proposals. You can change your mind by voting online during the meeting.
• Quorum Needed: At least one-third of all voting rights must be present (in person online or by proxy) for the meeting to proceed.

👉 Why it matters: Every vote is important. If you don't vote, the company's board recommendations will automatically be followed.

🔮 What's Next & Strategic Context

The meeting itself is the next major governance event. Following the meeting, the newly elected directors and ratified auditor will continue to oversee the company's strategy in the cyclical dry bulk shipping market. The company's focus remains on employing its vessels on short to medium-term charters to capitalize on freight rate fluctuations.

This filing signals routine, stable governance. The re-nomination of the existing CEO and top executives suggests continuity in leadership and strategy.

⚖️ Big Picture

👍 Strengths:

• Experienced, deeply rooted leadership team with decades of industry knowledge.
• Clear, straightforward voting process for shareholders.
• Established corporate governance structure with specialized board committees (Audit, Compensation, Sustainability).

⚠️ Risks:

• The shipping industry is highly volatile and sensitive to global economic health, commodity demand, and geopolitical events.
• As a foreign private issuer, the company is exempt from many NYSE corporate governance rules, potentially offering less direct oversight than a typical U.S. company.
• A controlling or large shareholder could effectively determine the outcome of votes.

🧠 The Analogy

Think of this annual meeting like a family-owned shipping business holding its yearly planning session. The family members (shareholders) are invited (via this filing) to a virtual room to:

1. Confirm the captains (elect directors) they trust to steer the ship.
2. Ratify the bookkeeper (approve the auditor) who checks the accounts. The big ship (the company) stays on its course, and this meeting is just the formal, required check-in to ensure everyone is still aligned with the crew in charge.

🧩 Final Takeaway

This filing is the formal paperwork for Diana Shipping's 2026 shareholder meeting, where the main tasks are to re-elect three key directors and re-appoint their auditor. It underscores a period of stable, insider-led governance for this global dry bulk shipping company. The most critical action for a shareholder is to cast their vote, as inaction results in automatic support for the board's proposals.