Offer of $23.50 Per Share Represents 31% Premium to Undisturbed Share Price and 1.0x NAV — a Price Genco Shareholders Have Almost Never Seen in the Open Market
Genco Board Has Refused to Engage with Diana for Five Months While Pursuing a Strategy of Entrenchment
Diana’s Six Highly Qualified, Independent Director Nominees Are Committed to Ensuring the Board Explores All Opportunities to Maximize Value for All Genco Shareholders
Diana Urges Genco Shareholders to Vote the GOLD Universal Proxy Card “FOR” Diana’s Six Independent Director Nominees at the 2026 Annual Meeting
Athens, Greece — May 19, 2026 — Diana Shipping Inc. (NYSE: DSX) (“Diana” or the “Company”), a global shipping company specializing in the ownership and bareboat charter-in of dry bulk vessels that is the largest shareholder of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), today released a comprehensive investor presentation outlining the case for electing Diana’s six independent director nominees to the Genco Board at Genco’s 2026 Annual Meeting of Shareholders to be held on June 18, 2026.
The presentation is available at
https://www.cashforgenco.com/
Highlights of the presentation include:
How We Got Here
Since November 2025, Diana has sought to engage with the Genco Board regarding an acquisition of Genco that would provide all shareholders with compelling value. The Genco Board has refused to engage in any meaningful way.
• In March 2026, Diana increased its offer to $23.50 per share, backed by $1.433 billion in fully committed financing and supported by a definitive agreement with Star Bulk Carriers Corp. (Nasdaq: SBLK) to acquire 16 Genco vessels for $470.5 million in cash. The Genco Board again rejected the offer without engagement.
• In May 2026, Diana commenced a tender offer at $23.50 per share in cash, giving shareholders a direct opportunity to act on the offer for themselves and demonstrating a firm commitment to its $23.50 per share offer price.
• Based on the Genco Board’s total lack of engagement, Diana nominated six highly qualified, independent director candidates, none affiliated with Diana, for election at Genco’s 2026 Annual Meeting of Shareholders on June 18, 2026.
Diana’s Offer Delivers Premium Value in Cash
• Diana’s $23.50 per share cash offer represents a 31% premium to the undisturbed share price and approximately 1.0x net asset value (NAV) — the key valuation metric in the dry bulk sector — based on Genco’s own reported fleet values. Precedent shipping and dry bulk acquisitions have routinely been priced at meaningful discounts to NAV.
• Genco and its peers have traded at approximately a 30% discount to NAV since 2020. Genco only began trading at a premium to its peers when Diana began acquiring shares and made its offer. The current artificially inflated share price reflects Diana-created value rather than organic Genco outperformance. In fact, Genco’s dry bulk peers continue to trade at approximately a 25% discount to NAV, highlighting the considerable downside risk to Genco shareholders in a no-transaction scenario in which Genco shares could trade to the area of $17.50 per share. Further, shipping and dry bulk transactions over the past five years have on average been priced at a discount of approximately 20% to NAV while Diana is offering to pay approximately NAV at a time when Genco is benefitting from dry bulk industry-wide tailwinds.
• Genco has on average paid $1.27 per share in dividends over the last five years. It is unlikely that, with its aging fleet, Genco will be able to continue paying dividends at this level, but even if it were able to, it would take 18.6 years for Genco shareholders to receive dividends equivalent to the $23.50 per share Diana is offering today.
The Offer Has No Financing Risk and No Execution Risk
• Diana’s cash offer is supported by $1.433 billion in fully committed financing from six international banks, and is not subject to any financing conditions or approval of Diana shareholders.
• The committed financing is fully underwritten and not conditioned on completion of the Star Bulk transaction.
The Genco Board Has Chosen Entrenchment Over Engagement
• Not once in six months has Genco management, its Board, or its advisors requested a meeting, sought clarifications, or initiated any substantive conversation regarding Diana’s proposals.
• The Genco Board unilaterally adopted a poison pill and amended it without shareholder approval, including an illusory “qualifying offer” provision requiring 12 separate conditions to be satisfied and “daisy chain” ownership concepts.
• Genco adopted a so-called “Employee Retention Plan” that is, in fact, a change-in-control severance plan providing for approximately $27.96 million in value to four named executives (and undisclosed total costs to shareholders), with the plan designed to impose such costs if Diana’s nominees are elected, if Genco is acquired, or if Genco’s CEO loses the title of Chairman of the Board bestowed upon him in August 2025.
• Genco management compensation increased nearly 80% from 2021 to 2025, a period during which net income declined from $182 million to a net loss of $4.4 million.
Diana’s Six Independent, Highly Qualified Director Nominees
• Gustave Brun-Lie — Nearly 40 years of shipping experience; former CEO of Statt Torsk AS; board member at Wilhelmsen Ship Management, R S Platou, and Torvik’s Rederi.
• Chao Sih Hing Francois (Hing Chao) — Executive Chairman of Wah Kwong Maritime Transport; Co-founder and Chairman of the Hong Kong Chamber of Shipping.
• Paul Cornell — More than 35 years in the energy industry; former CFO and Managing Director of Quintana Capital Group; board experience including Excel Maritime Carriers.
• Jens Ismar — Former CEO of Western Bulk (11 years); former Executive Director and consultant for Exmar Shipping NV; director of Awilco LNG since May 2025.
• Viktoria Poziopoulou — Approximately 35 years of legal experience in shipping; former General Counsel of Pavimar S.A. and Excel Maritime Carriers Ltd.
• Quentin Soanes — Executive Chairman of Sterling Shipping Services Ltd.; former Chairman of the Baltic Exchange; former Executive Director of Braemar Shipping Services PLC.
VOTE THE GOLD PROXY CARD TODAY — “FOR” DIANA’S SIX INDEPENDENT NOMINEES
Diana urges all Genco shareholders to vote the GOLD universal proxy card “FOR” each of its six independent nominees and WITHHOLD on Genco’s nominees. Diana also urges shareholders to tender their shares pursuant to Diana’s tender offer at $23.50 per share in cash. The proxy vote and the tender offer are independent of each other — shareholders can and should act on both opportunities.
Shareholders who have already voted the WHITE card can change their vote by signing, dating and returning the enclosed GOLD universal proxy card. Only the latest-dated proxy will count. Please act as soon as possible — the tender offer expires at 5:00 p.m., New York City time, on June 2, 2026, unless extended, and the Annual Meeting is on June 18, 2026.
For assistance voting or tendering shares, contact Diana’s proxy solicitor and information agent, Okapi Partners LLC, toll-free at (855) 305-0857 or by email at info@okapipartners.com.
