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
For More Information Visit
www.GencoDrivesSuperiorReturns.com
NEW YORK, May 07, 2026 (GLOBE NEWSWIRE) — 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 www.GencoDrivesSuperiorReturns.com.
The full text of the letter follows:
Vote the WHITE Proxy Card Today
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: www.GencoDrivesSuperiorReturns.com.
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.
Notable progress includes:
-
$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.
GENCO IS OUTPERFORMING THE MARKET AND PEERS
The successful execution of our strategy has delivered compelling shareholder returns, outperforming the market and peers.
TSR
4
|
GNK
|
DSX
|
Peer Median
5
|
S&P 500
|
| 1-year |
100% |
92% |
92% |
31% |
| 3-year |
121% |
(9%) |
53% |
83% |
| 5-year |
131% |
33% |
104% |
86% |
| Since Announcement of Comprehensive Value Strategy1 |
197% |
50% |
138% |
88% |
GENCO IS FIRING ON ALL CYLINDERS
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’S BOARD IS HIGHLY QUALIFIED, EXPERIENCED AND COMMITTED TO INDUSTRY-LEADING GOVERNANCE
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.
|
GENCO’S HIGHLY QUALIFIED NOMINEES
|
|
Paramita Das
|
- Seasoned strategy and marketing executive with over 20 years of commodities and trading experience. Former Chief Strategy Officer of a publicly-traded sustainable energy company and previous Global Head of Marketing, Development and ESG, Metals and Minerals for a leading global mining group
|
|
Kathleen C. Haines
|
- Nearly 30 years of global shipping experience, including serving as public company CFO of a U.S.-based global shipping company and CFO of a privately held global maritime company specializing in the commercial management of a global fleet of oil tanker vessels. Ms. Haines is a CPA
|
|
Basil G. Mavroleon
|
- 50-plus years of shipping industry experience, serving in senior leadership roles at one of the oldest and largest U.S. tanker brokerages and as Managing Director of a comprehensive sale and purchase, newbuilding, marine projects and ship finance brokerage
|
|
Karin Y. Orsel
|
- Executive and entrepreneur with more than 30 years of shipping industry experience, including as CEO of a firm she founded that provides technical management services to a diverse fleet of vessels
|
|
Arthur L. Regan
|
- Over 30 years of shipping experience, including serving as CEO of multiple maritime companies, as well as managing and investing across global shipping markets
|
|
John C. Wobensmith
|
- Genco’s CEO and Chairman, brings more than 30 years of shipping industry experience and expertise in every aspect of the business including capital allocation, M&A, commercial, technical and operations
|
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’S AGENDA: TAKE CONTROL OF GENCO ON THE CHEAP
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.
Implementing a Rights Plan to Protect Genco Shareholders
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.
Reviewing and Rejecting Diana’s Inadequate Acquisition Proposals
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.
Remaining Open to Good Faith Engagement
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 andadequately 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.
YOU SHOULD REJECT DIANA’S NOMINEES – THERE IS NO BASIS FOR TRUSTING DIANA
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.
GENCO SHAREHOLDERS SHOULD KNOW ABOUT DIANA’S HISTORY OF SELF-DEALING
AND SHAREHOLDER VALUE DESTRUCTION
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 million
15
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
REPLACING THE BOARD WITH DIANA’S NOMINEES PUTS YOUR INVESTMENT AT SERIOUS RISK
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 FORGenco’s Directors and WITHHOLD on Diana’s nominees on the WHITE proxy card.
DIANA’S NOMINEES ARE
NOT
FIT TO JOIN THE GENCO BOARD
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 professionalties 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.
PROTECT YOUR INVESTMENT – VOTE THE
WHITE
PROXY CARD TODAY
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,
John C. Wobensmith
Chairman of the Board and
Chief Executive Officer |
Kathleen C. Haines
Lead Independent Director
|
| |
|
Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.
About Genco Shipping & Trading Limited
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.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary.
Important Information for Investors and Shareholders
This release does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company will file a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (the “SEC”). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Important Additional Information and Where to Find It
On May 7, 2026, the Company filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the proxy statement, and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.
Certain Information Regarding Participants in the Solicitation
The Company, its independent directors (Paramita Das; Kathleen C. Haines; Basil G. Mavroleon; Karin Y. Orsel; and Arthur L. Regan) and certain of its executive officers (John C. Wobensmith, Chairman of the Board, Chief Executive Officer and President; Peter Allen, Chief Financial Officer; Joseph Adamo, Chief Accounting Officer; and Jesper Christensen, Chief Commercial Officer) and other employees are deemed “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2026 Annual Meeting of Shareholders. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company, by security holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s definitive proxy statement on Schedule 14A in connection with the 2026 Annual Meeting of Shareholders, filed with the SEC on May 7, 2026 (available here). Such filings will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.
Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in other materials to be filed with the SEC in connection with the 2026 Annual Meeting of Shareholders, if and when they become available. These documents will be available free of charge as described above.
EBITDA Reconciliation and Time Charter Equivalent Reconciliation
| |
|
|
|
|
|
|
|
| |
|
|
|
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
| |
|
|
|
(Dollars in thousands) |
|
|
EBITDA Reconciliation:
|
(unaudited) |
|
| |
Net income (loss) attributable to Genco Shipping & Trading Limited
|
$ |
9,309 |
|
|
$ |
(11,923 |
) |
|
| |
+ |
Net interest expense |
|
3,833 |
|
|
|
2,179 |
|
|
| |
+ |
Depreciation and amortization |
|
21,038 |
|
|
|
17,665 |
|
|
| |
|
|
EBITDA
(1)
|
$ |
34,180 |
|
|
$ |
7,921 |
|
|
| |
|
|
|
|
|
|
|
| |
+ |
Impairment of vessel assets |
|
527 |
|
|
|
– |
|
|
| |
+ |
Net gain on sale of vessels |
|
(2,075 |
) |
|
|
– |
|
|
| |
+ |
Other operating expense |
|
3,826 |
|
– |
|
– |
|
|
| |
+ |
Unrealized gain on fuel hedges |
|
(238 |
) |
|
|
(6 |
) |
|
| |
|
|
Adjusted EBITDA
|
$ |
36,220 |
|
|
$ |
7,915 |
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
Three Months Ended
|
|
| |
|
|
|
March 31, 2026
|
|
March 31, 2025
|
|
|
FLEET DATA:
|
(unaudited) |
|
| Total number of vessels at end of period |
|
44 |
|
|
|
42 |
|
|
| Average number of vessels (2) |
|
43.4 |
|
|
|
42.0 |
|
|
| Total ownership days for fleet (3) |
|
3,903 |
|
|
|
3,780 |
|
|
| Total chartered-in days (4) |
|
404 |
|
|
|
273 |
|
|
| Total available days for fleet (5) |
|
4,127 |
|
|
|
3,777 |
|
|
| Total available days for owned fleet (6) |
|
3,723 |
|
|
|
3,504 |
|
|
| Total operating days for fleet (7) |
|
4,104 |
|
|
|
3,732 |
|
|
| Fleet utilization (8) |
|
99.2 |
% |
|
|
98.0 |
% |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
AVERAGE DAILY RESULTS:
|
|
|
|
|
| Time charter equivalent (9) |
$ |
19,346 |
|
|
$ |
11,884 |
|
|
| Daily vessel operating expenses per vessel (10) |
|
6,805 |
|
|
|
6,592 |
|
|
| 1) |
EBITDA represents net income (loss) attributable to Genco Shipping & Trading Limited plus net interest expense, taxes, and depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in consolidating internal financial statements and it is presented for review at our board meetings. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing. EBITDA presents investors with a measure in addition to net income to evaluate our performance prior to these costs. EBITDA is not an item recognized by U.S. GAAP (i.e. non-GAAP measure) and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP. EBITDA is not a measure of liquidity or cash flows as shown in our consolidated statement of cash flows. The definition of EBITDA used here may not be comparable to that used by other companies. |
| 2) |
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was part of our fleet during the period divided by the number of calendar days in that period. |
| 3) |
We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period. |
| 4) |
We define chartered-in days as the aggregate number of days in a period during which we chartered-in third-party vessels. |
| 5) |
We define available days as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs under guarantee, vessel upgrades or special surveys. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. |
| 6) |
We define available days for the owned fleet as available days less chartered-in days. |
| 7) |
We define operating days as the number of our total available days in a period less the aggregate number of days that the vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues. |
| 8) |
We calculate fleet utilization as the number of our operating days during a period divided by the number of ownership days plus chartered-in days less drydocking days. |
| 9) |
We define TCE rates as our voyage revenues less voyage expenses, charter hire expenses, and realized gain or losses on fuel hedges, divided by the number of the available days of our owned fleet during the period. TCE rate is not an item recognized by U.S. GAAP (i.e., it is a non-GAAP measure). However it is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. Our estimated TCE for the second quarter of 2026 is based on fixtures booked to date. Actual results may vary based on the actual duration of voyages and other factors. Accordingly, we are unable to provide, without unreasonable efforts, a reconciliation of estimated TCE for the second quarter to the most comparable financial measures presented in accordance with GAAP. |
| |
Three Months Ended March 31, 2026
|
|
Three Months Ended March 31, 2025
|
|
|
Total Fleet
|
(unaudited) |
|
| Voyage revenues (in thousands) |
$ |
114,429 |
|
|
$ |
71,269 |
|
|
| Voyage expenses (in thousands) |
|
36,276 |
|
|
|
27,354 |
|
|
| Charter hire expenses (in thousands) |
|
6,096 |
|
|
|
2,285 |
|
|
| Realized (loss) gain on fuel hedges (in thousands) |
|
(40 |
) |
|
|
8 |
|
|
| |
|
72,017 |
|
|
|
41,638 |
|
|
| |
|
|
|
|
| Total available days for owned fleet |
|
3,723 |
|
|
|
3,504 |
|
|
| Total TCE rate |
$ |
19,346 |
|
|
$ |
11,884 |
|
|
| |
|
|
|
|
| 10) |
We define daily vessel operating expenses to include crew wages and related costs, the cost of insurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period. |
| |
|
Investor Contact
Peter Allen
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8550
Media Contact
Leon Berman
IGB Group
(212) 477-8438
[email protected]
___________________________
1 Represents TSR since the closing price on April 19, 2021 (the last trading day before Genco publicly announced its Comprehensive Value Strategy).
2 Based on fixtures to date and assuming the market’s expected view of future freight rates for the balance of the year (the FFA curve). Given freight market volatility, the FFA curve is subject to change. Please refer to the appendix to our Q1 2026 earnings presentation posted on our website under “Investors – Events and Presentations” for further detail on assumptions used in our projections, including expenses and utilization rates.
3 Since April 2021, the beginning of implementation of our Comprehensive Value Strategy.
4 TSR, or total shareholder return, is defined as price return plus dividends reinvested. All values per FactSet as of May 6, 2026.
5 Peer Median excludes Genco. Peers are: Diana Shipping, Pacific Basin, Pangea Logistics, Safe Bulkers, Seanergy, Star Bulk, and Thoresen Thai Agencies.
6 We believe the non-GAAP measure presented provides investors with a means of better evaluating and understanding the Company’s operating performance. Please see the end of this letter for a reconciliation table.
7https://www.sec.gov/Archives/edgar/data/1326200/000091957425005889/0000919574-25-005889-index.htm.
8 Calculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and Pareto.
9 SEB, Deutsche Bank and Pareto.
10 Based on the average of two independent third party broker valuations as of April 15, 2026.
11 December 11, 2025 (Capital Link Panel).
12https://www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000091957421002400/dsx-20201231.htm (p. 35).
13sec.gov/Archives/edgar/data/1318885/000091957419000811/d8183574_6-k.htm; sec.gov/Archives/edgar/data/1318885/000091957421004215/d8865553_6-k.htm.
14https://www.sec.gov/Archives/edgar/data/1318885/000156276226000030/dsx-20251231.htm (p. 37, 91-92).
15https://www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276226000030/dsx-20251231.htm; https://www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276225000050/dsx-20241231.htm; https://www.sec.gov/ix?doc=/Archives/edgar/data/1318885/000110465922051154/dsx-20211231x20f.htm; https://www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000091957421002400/dsx-20201231.htm.
16https://www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276226000030/dsx-20251231.htm#a55253 (p. 93-94).
17https://www.dianashippinginc.com/wp-content/uploads/2026/03/dsi-2025-20f-form.pdf (p. 88)
18 In 2023, Diana entered into a joint venture to build specialized offshore wind farm support vessels, assets that operate in a market entirely different than Diana’s core drybulk business. https://www.rechargenews.com/wind/greek-shipowner-diana-enters-offshore-wind-vessel-sector-with-newbuilding-deal/2-1-1540237.
19 Diana Shipping’s FY 2022 Form 20-F references the August 2022 acquisition of nine Ultramax vessels from Sea Trade Holdings for $330,000, of which $110,000 was paid through the issuance of 18,487,393 newly issued common shares of the Company at a time when Diana was trading at a substantial discount to NAV of almost 25%. This action was repeated in January 2023 when Diana took delivery of another Ultramax and paid partly in cash as well as the issuance of 2,033,613 newly issued common shares when Diana was trading at a discount to NAV of more than 10%. https://www.sec.gov/ix?doc=/Archives/edgar/data/0001318885/000156276223000136/dsx-20221231.htm (p. 44).
20 Alongside our Comprehensive Value Strategy, we operate a differentiated, spot-focused commercial strategy that creates significant operating leverage and positions us to outperform the market and deliver superior returns.
21https://www.dianashippinginc.com/diana-shipping-inc-becomes-partner-in-a-commissioning-service-operation-vessels-project/?catslug=news, https://www.dianashippinginc.com/diana-shipping-inc-becomes-strategic-partner-in-two-7-500-cbm-semi-refrigerated-lpg-newbuildings/?catslug=news and https://www.dianashippinginc.com/diana-shipping-inc-announces-pro-rata-distribution-of-warrants-to-purchase-common-stock/?catslug=news.
22 Quentin Bruce Saones was one of the four Directors of Sterling Shipping Agencies Limited when it entered compulsory liquidation in July 2023. Jens Ismar served as CEO of Bulk Invest (formerly part of Western Bulk), which filed for bankruptcy in March 2016. During Gustav Brun-Lie’s less than three years as CEO of Statt Torsk ASA, he oversaw the destruction of more than 80% of the company’s shareholder value (from NOK2.50 at IPO on 4/23/2021 to NOK0.53 on 2/1/2024, the last trading date per Factset) before merging it into a sector competitor at a near all-time low share price.
