Diana Has Consistently Offered Approximately 1.0x NAV Based on the Same Broker Valuation Source Genco Itself Used for Five Years
Genco Has Now Moved the Goalposts by Adopting a New Methodology It Has Never Previously Used to Further Entrench Itself and Avoid Engagement
Genco’s Demand for a Control Premium on Top of Inflated NAV Estimates Is Inconsistent With How Publicly Traded Shipping Companies Are Trading and How Comparable Transactions Have Been Priced
Diana Calls on Genco to Agree to an Independent Valuation Process, Remove Its Poison Pill and Allow Genco Shareholders to Decide For Themselves Whether to Accept the Offer
Beyond Genco’s shifting NAV methodology, its unfounded demand for a control premium on top of already inflated analyst NAV estimates at cyclically high asset values is inconsistent with how publicly traded shipping companies have traded historically and are currently trading. Genco’s shares have traded at an average 30% discount to NAV since 2020, and shares of other dry bulk companies trade at similar discounts. Accordingly, a price at approximately 100% of NAV, like that proposed by Diana, already reflects a significant control premium. In fact, comparable shipping take-private transactions over the last five years have been completed at an average of only 82% of NAV. If the Diana offer is removed, the historical record is clear: Genco stock would likely revert toward approximately $18.00 per share as it returns to its historical trading discount. This works well for CEO John Wobensmith and Genco’s so-called “independent directors” who have little equity in the Company and may get to keep their roles at Genco. It does not work for Genco shareholders who will suffer from a much lower share price.
Diana’s NAV calculation for Genco, including a full breakdown of VesselsValue fleet valuations and balance sheet adjustments both inclusive and exclusive of Genco’s newly adopted severance plan, is set forth in detail on slide 7 of Diana’s most recent investor presentation, available here.
Diana calls on the Genco Board to take two concrete steps that would demonstrate it is acting in good faith on behalf of shareholders:
• Full transparency on NAV calculations: Genco should provide a complete, line-by-line disclosure of the fleet values, balance sheet adjustments and per share figures underlying the NAV numbers it is using to justify its rejection of Diana’s offer. Not a range from sell-side analysts — a full accounting of the actual inputs. If Genco is confident in its numbers, they should be able to withstand scrutiny.
• An independent valuation process: Diana believes the time has come to take the NAV debate off the table by engaging in an objective, market-based process to reach a fair valuation. In this process, Diana and Genco would each select a broker to participate and the two parties would agree on a third. Diana is prepared to be bound by such a process and, if Genco is confident in its numbers, it should be as well.
Diana also calls on the Genco Board to remove its poison pill immediately and allow shareholders to make their own decision regarding Diana’s offer. Genco adopted its pill without shareholder approval, amended it multiple times without approval, and structured it to make any qualifying offer effectively impossible. Removing it would cost shareholders nothing and give them everything — the ability to act on a fully financed, all-cash premium offer without interference from an entrenched board.
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 $24.80 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 Annual Meeting is on June 18, 2026, and the tender offer expires at 5:00 p.m., New York City time, on June 26, 2026, unless further extended.
For additional information about Diana’s six independent nominees, its case for change, and other materials related to its proxy campaign, please visit www.CashforGenco.com.
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.
About Diana Shipping Inc.
Diana Shipping Inc. (“Diana”) (NYSE: DSX) is a global provider of shipping transportation services through its ownership and bareboat charter-in of dry bulk vessels…





