📜 What This Document Is

This is a "DEFA14A" filing, which stands for Definitive Additional Material. Think of it as a press release and website content that a company is officially adding to its proxy fight with a shareholder. It's not the full proxy statement yet, but Genco's public argument against a takeover attempt by its competitor, Diana Shipping. The company is legally required to file this communication with the SEC.

👉 Why it matters: This is Genco's side of the story in a public battle for control. It tells shareholders why they should reject Diana's offer and re-elect Genco's current board.

🚢 What Genco Does

Genco Shipping & Trading Limited (GNK) is the largest U.S.-headquartered company that owns ships for transporting drybulk commodities like iron ore, coal, and grain. They operate a fleet of 45 vessels, from large Newcastlemax ships to smaller Ultramax ones, moving raw materials around the world.

👉 In simple terms: They run a shipping business. When global trade is strong, their services are in high demand, which can be very profitable.

💰 Genco's Value Strategy & Performance

Genco wants shareholders to believe its own plan is creating more value than a sale to Diana. They highlight:

• Dividends: Returned $292 million to shareholders via dividends since April 2021.
• Shareholder Returns: A 247% total return for shareholders over the past five years. This crushes the S&P 500's 76% return and Diana's 53% return in the same period.
• Recent Results: Q4 2025 saw multi-year highs in profit metrics (EBITDA, TCE rates) and paid a $0.50 per share dividend, the highest since 2022.

👉 Why it matters: Genco is arguing, "Look at our track record. We're great at making money for you. Don't sell for a cheap price now."

🚨 The Takeover Threat: Diana's Offer

Diana Shipping, a competitor, is trying to take over Genco. Here are the key details of their hostile bid:

• The Offer: Diana (partnering with another shipper, Star Bulk) offered to buy all Genco shares it doesn't already own for $23.50 per share in cash.
• The Catch: Part of the plan involves selling 16 Genco ships to Star Bulk at what Genco calls "fire sale" prices—about 14% below average broker valuations.
• The Goal: Diana has nominated six directors to replace Genco's entire board. If shareholders vote for Diana's nominees, they could control the company.

👉 Why it matters: This isn't just an offer; it's a play for control. Genco warns that electing Diana's board could lead to worse deals, a change in the high-dividend strategy, and poor governance.

⚖️ Genco's Case: Why the Offer is Too Low

Genco's board unanimously rejected the offer. Their main reasons:

• Below Intrinsic Value: The $23.50 offer is below the average analyst estimate of Genco's Net Asset Value (NAV), which is $25 per share. NAV is what the company is worth if you sold all its ships, added cash, and subtracted debt.
• No Control Premium: The offer doesn't pay a fair "premium" to shareholders for taking control of a successful company.
• Risky Asset Sales: The forced ship sales to a competitor are at discounted prices, which Genco says deprives shareholders of full value.
• Superior Alternative: Genco argues its own strategy will create more long-term value, especially in a strengthening shipping market.

👥 The Board & Governance Battle

Genco is making its board's qualifications and governance a central issue:

• Genco's Pitch: They highlight their board is diverse (50% female), independent, and has extensive shipping expertise. They stress Genco is the only U.S.-listed drybulk company with no related-party transactions (deals with insiders).
• Warning About Diana: They point to Diana's history of related-party transactions and weaker shareholder returns as a risk if Diana's nominees take over.
• The Vote Clarified: Genco stresses that the shareholder vote at the upcoming annual meeting is NOT a direct "yes" or "no" on the $23.50 offer. It is a vote on who controls the company—Genco's current board or Diana's nominees.

👉 Why it matters: This frames the vote as a choice between two sets of leadership with different track records on governance and shareholder alignment.

📞 Contact Information & Next Steps

Shareholders are told not to take any action yet and to await Genco's official proxy statement.

• Investor Contact: Peter Allen, CFO. Email: [email protected], Phone: (646) 443-8550.
• Media Contact: Leon Berman, IGB Group. Email: [email protected], Phone: (212) 477-8438.

👉 Genco has launched a dedicated website (www.GencoDrivesSuperiorReturns.com) to make its case to shareholders.

🧠 The Analogy

This is like a hostile merger negotiation playing out in public. Diana is the suitor making a public, all-cash offer that Genco's management and board—who are like the company's current guardians—believe is too low and comes with strings attached (the forced ship sales). Instead of accepting, Genco is rallying the shareholders (the true owners) to reject the suitor's offer and vote to keep the current management team in charge, promising they can grow the business's value more on their own.

🧩 Final Takeaway

Genco Shipping is in a public fight against a takeover bid from rival Diana Shipping. Genco argues Diana's $23.50 per share offer is too low, undervalues the company, and its plan to sell ships is flawed. Genco is urging shareholders to support its current board and strategy, which it says has delivered far superior returns and will continue to do so. The upcoming shareholder vote will decide who controls the company's future.