Diana Shipping Inc. Reminds Genco Shareholders to Cast Their Vote for Annual Meeting on June 18

Diana Urges Genco Shareholders to Vote the GOLD Universal Proxy Card “FOR” Jens Ismar and Paul Cornell, “WITHHOLD” on Basil G. Mavroleon and Arthur L. Regan, and “AGAINST” Ratifying Genco’s Poison Pill and Equity Incentive Plan

Diana’s proxy campaign has coincided with a sustained pattern of governance failures by the Genco Board, which has spent more than six months and millions of shareholder dollars blocking access to a $24.80 per share fully financed, all-cash offer at a meaningful premium. At the center of these governance failures are two particular actions – adopted without shareholder approval – that, taken together, appear designed to make it structurally more difficult to replace John Wobensmith, who in August 2025 assumed the role of Chairman — also without a shareholder vote. Wobensmith assuming the role of Chairman effectively eliminated independent board oversight at Genco.

1. The Poison Pill: Genco adopted its poison pill without shareholder approval on October 1, 2025, the day after Diana disclosed that it had increased its stake to approximately 14.93% of Genco’s outstanding shares. The Board subsequently amended the pill to lower the trigger threshold from 15% to 10% for active investors, again without shareholder approval, before being forced to restore it to 15% following sustained shareholder pressure. Now the Board is seeking a three-year extension of the pill — and has made no indication it will rescind the pill if shareholders vote to do so. ISS has recommended shareholders vote AGAINST the pill, finding that its proposed extension raises concern about its potential use as an entrenchment mechanism.

2. The Employee Retention Plan: After Wobensmith consolidated his power atop Genco by becoming Chairman, and following Diana’s initial acquisition proposal, the Board also adopted what it described as an “Employee Retention Plan.” This plan effectively functions as a change-in-control severance arrangement designed primarily to protect Wobensmith and other senior executives. It was approved by the Compensation Committee, chaired by Basil Mavroleon, a director who has maintained meaningful business ties to Wobensmith both before and during his more than two decades on the Genco Board. The plan is triggered by the replacement of as few as 50% of board members, a threshold meaningfully below market standard, and Genco has refused to disclose its full cost to shareholders. For Wobensmith specifically, the plan functions effectively as a single-trigger severance arrangement: any board change of sufficient scale to question his continued leadership followed by the loss of his Chairman title would activate its provisions and impose significant costs on Genco shareholders.

Genco shareholders who are concerned with proper governance, transparency, and the alignment of incentives with shareholder interests should ask the following questions of the Genco Board:

• What specific analysis did the independent committee conduct to determine that the retention plan and the Chairman appointment were in the best interests of all shareholders?
• Why was the change-in-control trigger set at 50% of the board rather than the market-standard majority threshold?
•  And why has Genco refused to disclose the full cost of the plan?

Diana believes the answers are that no such analysis was conducted. These arrangements were adopted to protect management — not shareholders. And the Board simply does not want shareholders to know the outrageous cost of the plan.

Thursday’s Annual Meeting is shareholders’ opportunity to hold the Genco Board accountable. Diana urges Genco shareholders to vote:

• FOR Diana’s nominees Jens Ismar and Paul Cornell, two highly qualified, independent drybulk executives who would bring fresh perspectives and directly relevant expertise to the Genco Board and would work alongside the tenured directors already in place to ensure all strategic opportunities — including rescinding the poison pill — are properly evaluated on behalf of all shareholders;
• WITHHOLD on Basil G. Mavroleon and Arthur L. Regan, two long-tenured directors whose conduct is emblematic of a Board that has consistently placed management’s interests above those of shareholders;
• AGAINST Genco’s proposal to ratify its poison pill, an advisory vote on which the Genco Board has reserved the right to ignore the outcome entirely, and which ISS has recommended shareholders vote against, finding it raises concern about its potential use as a long-term entrenchment mechanism while a fully financed, all-cash offer remains on the table; and
• AGAINST Genco’s equity incentive plan, which reflects a pattern of compensation practices — including paying out excessive incentive awards despite reporting a net loss — that Diana believes are not in the best interests of shareholders.

Shareholders who have already voted on the previously circulated GOLD card for Mr. Ismar and Mr. Cornell do not need to take any additional action — votes for Ismar and Cornell will be counted. Shareholders who have voted the WHITE card can change their vote by signing, dating and returning the 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.

Diana also reminds shareholders that its $24.80 per share all-cash tender offer remains live. Shareholders who have not yet tendered their shares are encouraged to do so prior to the tender offer’s expiration at 5:00 p.m., New York City time, on June 26, 2026, unless further extended. The proxy vote and the tender offer are independent of each other — shareholders can and should act on both.
For additional information about Diana’s 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…