{"url_path":"/sec/gnk/proxy/2026-05-12/000093041326001577","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1326200/0000930413-26-001577-index.html","accession_number":"0000930413-26-001577","cik":"0001326200","ticker":"GNK","issuer_name":"GENCO SHIPPING & TRADING LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1326200/0000930413-26-001577-index.html","primary_entity_key":"0001326200","primary_entity_name":"GENCO SHIPPING & TRADING LTD"},"word_count":9760,"has_tables":true,"body_markdown":"DEFA14A\n1\nc116272_defa14a.htm\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**(Rule 14a-101)**\n\nINFORMATION REQUIRED IN PROXY STATEMENT\n\n**SCHEDULE 14A INFORMATION**\n\nProxy Statement pursuant to Section 14(a)\nof the\n\nSecurities Exchange Act of 1934\n\nFiled by the Registrant x\n\nFiled by a Party other than the Registrant o\n\nCheck the appropriate box:\n\no\nPreliminary Proxy Statement\n\no\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\no\nDefinitive Proxy Statement\n\nx\nDefinitive Additional Materials\n\no\nSoliciting Material under § 240.14a-12\n\n**GENCO SHIPPING & TRADING LIMITED**\n\n(Name of Registrant as Specified in Its\nCharter)\n\n(Name of Person(s) Filing Proxy Statement,\nif other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\nx\nNo fee required\n\no\nFee paid previously with preliminary materials.\n\no\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and\n0-11\n\n**On May 12, 2026,\nGenco Shipping & Trading Limited (“Genco” or the “Company”) sent an infographic to its shareholders, issued a press\nrelease, posted a communication on its LinkedIn account, and updated its website at****www.GencoDrivesSuperiorreturns.com****. Copies of the materials can be found below:**\n\n**Infographic**\n\n**KNOW THE FACTS: Vote the WHITE\nProxy Card**\n\nDiana Shipping Inc. (“Diana”) has made numerous\nfalse, misleading and unsubstantiated claims as part of its hostile campaign to take over Genco on the cheap. Do **NOT**\nbe fooled. Diana is making these statements to distract from the simple truth: **Diana is trying to take control of your company\nwithout paying full and fair value for doing so.**\n\nGenco shareholders should have the facts about our highly qualified\nBoard of Directors, our commitment to strong governance and our Comprehensive Value Strategy, which is driving strong returns\nand creating shareholder value. Shareholders also need to understand the facts about Diana and the risks of putting their unfit\nhandpicked nominees on the Genco Board.\n\nHere are just some of the many\nexamples of Diana’s myths from their most recent disclosure and the facts that you should know.\n\nAbout the value of Diana’s inadequate acquisition proposals\n\nMyths\nFacts\n\nDiana’s $23.50 per share March 2026 proposal represents\napproximately 1.0x net asset value (NAV).\n\n· Diana’s\nMarch 2026 Proposal has always been below the underlying value of our assets (our NAV).\n\n· Genco’s\nmean sell-side analyst NAV estimate was $25.00 at the time Genco’s Board evaluated it. As of May 12, 2026, the mean\nsell-side NAV estimate is $26.54 and the current median estimate is $26.80.\n\n· We\nare in a period of rising asset values across the industry, and sell-side analysts continue to raise their estimates of\nGenco’s NAV.\n\nDiana’s March 2026 Proposal represents a compelling\npremium to Genco’s undisturbed share price in November.\n\n· Diana’s\n“premium” is based on an arbitrary share price from months before their $23.50 proposal and is irrelevant.\n\n· The\nincrease in our share price since November has tracked market dynamics, including rising freight rates and asset prices,\nand we believe it also reflects the success of our Comprehensive Value Strategy.\n\n· Diana’s\nMarch 2026 Proposal represented only a 1% “premium” to Genco’s closing price the day prior to the offer\nand is lower than where Genco’s shares have traded for weeks**.**\n\n· Diana\nis a direct competitor and knows very well that asset values have risen, but they continue to reference stale prices and\nvalues as part of their takeover agenda.\n\nAbout Genco’s attempts to engage with Diana\n\nMyths\nFacts\n\nGenco’s Board has refused to engage with Diana.\n\n· We\nhave attempted to engage with Diana****starting with our initial outreach to Diana in 2024, including regarding alternative\ntransaction structures that would create value for both companies’ shareholders.\n\n· We\nhave been clear: we are open to engaging constructively with Diana if they provide an offer that appropriately values\nGenco and adequately rewards all shareholders.\n\n· Diana’s\n$23.50 per share proposal simply does **not** meet that standard. Diana has shown no willingness to pay a fair\nprice.\n\nAbout Genco’s shareholder rights plan and credit agreement\n\nMyths\nFacts\n\nGenco ’s rights plan is harmful to shareholders.\n\n· Genco’s\nBoard adopted a limited-duration shareholder rights plan after considerable deliberation and out of necessity in direct\nresponse to Diana’s rapid accumulation of Genco stock, which was potentially improperly disclosed.1\n\n· The\nrights plan is similar to those adopted by other companies and designed to:\n\no enable\nall Genco shareholders to realize the long-term value of their investment;\n\no prevent\nany shareholder – including Diana – from taking control of the Company by acquiring shares without paying\nfull value of the assets and a control premium; and\n\no provide\nthe Board with sufficient time to fulfill its fiduciary duties on behalf of all shareholders.\n\n· The\nrights plan has functioned exactly as it should from a fiduciary standpoint. No party has been able to take control without\npaying full value of the assets and a control premium for doing so, and our stock price has continued to rise since it\nwas implemented, as Genco’s strategy has aligned the Company with the rising drybulk market.\n\n· In\naccordance with its strong governance practices, the Board has put the rights plan up for a shareholder vote at the upcoming\nAnnual Meeting and recommends shareholders vote FOR the proposal on the WHITE proxy card.\n\nGenco’s credit agreement includes a “proxy\nput” provision designed to entrench the Board, under which an event of default may occur if a majority of the Board\nis replaced by directors not approved by incumbent members.\n\n· Genco’s\ncredit agreement includes standard change of control language that is designed to protect the banks in case an acquiring\ncompany does not match the banks’ credit standards.\n\n· This\ntype of language is often included in credit agreements, including Diana’s own credit facilities.\n\nAbout Genco’s executive compensation\n\nMyths\nFacts\n\nGenco\nexecutives have received outsized pay packages as the company’s performance has declined.\n\n· Genco’s\ncompensation program is strongly aligned with shareholders’ interests – executives do well when shareholders\ndo well.\n\n· Executives\nare provided performance-based restricted stock unit awards, which are tied directly to Genco’s total shareholder\nreturns (“TSR”) relative to other drybulk peers (a group that includes both Diana and Star Bulk among several\nothers) and return-based metrics.\n\n· Genco’s\nTSR have outperformed the market and peers, especially Diana. Our executive compensation in recent years reflects this\nstock price appreciation and strong shareholder returns.\n\n· Diana\nis cherry-picking numbers from Genco’s proxy and adding false and misleading commentary, such as Diana’s description\nof our pay vs. performance disclosure.\n\n· Shareholders\nhave benefited from this alignment and consistently endorse our compensation program. Genco has received an average of\nmore than 90% support on Say-on-Pay proposals over the past four years**.**\n\nGenco\nadopted a new retention plan, principally benefiting executives.\n\n· Genco’s\nBoard and Compensation Committee implemented this plan to ensure that employees responsible for the day-to-day execution\nof our strategy – not just the C-suite – remain focused in a strengthening market. Based on our continued\nstrong financial results, Genco shareholders have benefited from this focus.\n\n· Genco’s\nCEO, CFO and CCO would receive substantially the same amounts that they would be entitled to receive on termination following\na sale of the Company and the plan has “double triggers” to protect the Company and ensure shareholder alignment,\nas outlined in our proxy.\n\n· We\nvalue our team members and operate in an industry where there is significant competition for talent. Given Diana’s\nstatement that the combined company would “select the best talent, drawing employees from both organizations,”\nthe retention plan was necessary to encourage Genco employees to stay focused on our business plan and remain with the\nCompany because of the uncertainty caused by Diana’s actions.\n\nGenco’s\nEBITDA is in decline.\n\n· Genco\ngenerated net income of $9.3 million and adjusted EBITDA of $36 million in Q1 2026, 358% higher year-over-year.2\n\n· Genco’s\n2026 earnings potential is strong – full year 2026 operating cash flow is projected to be nearly $200 million, which\nwould be an increase of more than 2x versus the 2025 level and the highest mark since 2022.3\n\nAbout Genco’s corporate governance and our directors’\nindependence\n\nMyths\nFacts\n\nGenco’s\nCompensation Committee chair is not independent and has financial and personal ties to Genco’s CEO through mutual involvement\nat a merchant bank.\n\n· These\nassertions are flat out false.\n\n· The\nCompensation Committee chair never had involvement with the merchant bank and had no relationship with Genco’s CEO\nuntil he was appointed to the Board.\n\n· There\nare **zero** financial ties between the chair and CEO, and there never have been.\n\n· The\nchair is independent under SEC, NYSE and ISS standards.\n\nThree\nof Genco directors do not own Genco common stock.\n\n· All\nof Genco’s directors receive annual equity grants.\n\n· Their\ncompensation was established with the advice of a third-party compensation consultant, and with best practices and proper\ngovernance top of mind.\n\n· Our\ndirectors have skin in the game, and their interests are fully aligned with those of all Genco shareholders**.**\n\nGenco\nhas a record of “entrenchment.”\n\n· Genco\nis consistently ranked in the industry’s top quartile\nfor governance practices,4 has\nno related-party transactions benefiting insiders, no preferred share structure with super-voting rights for insiders,\nmaintains a majority-independent, annually elected Board, and has no nepotism in its executive ranks.\n\n· Diana,\non the other hand, exhibits issues with all of these.\n\nThe biggest WHOPPERS of them all...\n\nMyths\nFacts\n\nDiana\nis “committed to maximizing the value of shareholders’ investment in Genco.”\n\n· Diana\nhas refused to make a proposal that appropriately values our assets and provides our shareholders with full and fair value\nfor their Genco investment.\n\n· Instead,\nthey have continued to reiterate an inadequate proposal that is below the market value of Genco’s assets and Genco’s\ncurrent trading price.\n\n· They\nare now nominating handpicked directors in an attempt to take over our board.\n\n· Don’t\nbe misled by their myths – their agenda is clear.\n\nYou\nshould trust Diana.\n\n· There\nis no basis for trusting Diana.\n\n· Diana’s\nleadership has a history of taking control without paying a control premium, related party transactions and poor strategic\ndecisions that have enriched its insiders at the expense of other shareholders.\n\n· All\nof these transactions have been approved by the supposedly “independent” directors of Diana’s board.\n\n· Diana\nhas destroyed value at their own company – and the risks that their handpicked nominees would bring this model to\nGenco are significant and real.\n\nDiana’s\nnominees are fit to join the Genco Board, and you should vote for them\n\n· Diana’s\nhandpicked nominees are unfit to join the Genco Board:\n\no many\nof them have close personal or professional ties to Diana and its leadership;\n\no a\nnumber of them have records of bankruptcy and shareholder value destruction;5 and\n\no none\nof them bring additional substantive skills or experience beyond what is already well represented on the highly qualified\nGenco Board.\n\n· If\nelected to the Genco Board, Diana’s handpicked nominees could take actions that do not maximize shareholder value,\nincluding:\n\no forcing\nGenco into a low-priced transaction;\n\no enacting\nthe same kind of related-party transactions that have transferred value to Diana insiders; or\n\no making\nchanges to Genco’s strategy or operations that destroy value.\n\nWe urge you to rely on the facts and ignore Diana’s myths.\nVote the **WHITE** proxy card today:\n\n·“**FOR**”\nGenco’s nominees\n\n·**“FOR”**proposals 2, 3,\n4 and 5\n\n·“**WITHHOLD”**on Diana’s\nhandpicked nominees\n\n·“**AGAINST**”\nDiana’s proposals,\n6 and 7.\n\nAdditional shareholder resources regarding the 2026 Annual Meeting\nof Shareholders can be found here: www.GencoDrivesSuperiorReturns.com.\n\nIf you have any questions or require any\nassistance with voting your shares, please call or email Genco’s proxy solicitor:\n\nMacKenzie Partners, Inc.\n\nToll Free: 800-322-2885\n\nEmail: proxy@mackenziepartners.com\n\nJefferies LLC is acting as financial advisor to Genco and Herbert\nSmith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting\nas special advisor to the Board of Directors.\n\n**About Genco Shipping & Trading Limited**\n\nGenco Shipping & Trading Limited is a U.S. based drybulk\nship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore,\ncoal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned\nhigh quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the\nmedium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists\nof 43 vessels with an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt.\n\n**Forward-Looking Statements**\n\nThis communication contains statements\nthat may constitute forward-looking statements. These statements include, but are not limited to: statements related to the Company’s\nviews and expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies\nand objectives of management or the Company’s Board for future operations and activities; any statements concerning the\nexpected development, performance, market share or competitive performance relating to products or services; any statements regarding\ncurrent or future macroeconomic trends or events and the impact of those trends and events on the Company and its financial performance;\nand any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that\nthey do not relate strictly to historic or current facts and often use words such as “anticipate,” “budget,”\n“estimate,” “expect,” “project,” “intend,” “plan,” “believe,”\nand other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future\noperating or financial performance. These forward-looking statements are based on our management’s current expectations\nand observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward\nlooking statements contained in this release are the following: (i) the Company’s plans and objectives for future operations;\n(ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii)\nthe ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of\nthe discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines\nto set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities\nand Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and\nsubsequent reports on Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including\nthe limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the\nfinal determination by the Board of Directors each quarter after its review of our financial performance, market developments,\nand the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected\nby factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount\nof dividends actually paid may vary. In addition, the forward-looking statements included in this communication represent the\nCompany’s views as of the date of this communication and these views could change. However, while the Company may elect\nto update these forward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than\nas required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company’s\nviews as of any date subsequent to the date of this communication.\n\n**Important Additional Information and Where to Find\nIt**\n\nThe Company has filed a definitive\nproxy statement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant documents with the U.S. Securities\nand Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders\nfor the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ\nTHE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING **WHITE**PROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN\nIMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying **WHITE**\nproxy card, any amendments or supplements to the definitive proxy statement, and other documents that the Company files with the\nSEC 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”\nsection of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\n**EBITDA Reconciliation**\n\nThree Months Ended March\n31, 2026\nThree Months Ended March\n31, 2025\n\n(Dollars in thousands)\n\nEBITDA Reconciliation:\n(unaudited)\n\nNet income (loss) attributable\nto Genco Shipping & Trading Limited\n$9,309\n$(11,923)\n\n+ Net interest expense\n3,833\n2,179\n\n+ Depreciation and amortization\n21,038\n17,665\n\n**EBITDA(1)**\n$34,180\n$7,921\n\n+ Impairment of vessel assets\n527\n-\n\n+ Net gain on sale of vessels\n(2,075)\n-\n\n+ Other operating expense\n3,826\n-\n\n+ Unrealized gain on fuel hedges\n(238)\n(6)\n\nAdjusted EBITDA\n$36,220\n$7,915\n\nThree Months Ended\n\nMarch 31, 2026\nMarch 31, 2025\n\nFLEET DATA:\n(unaudited)\n\nTotal number of vessels at end of period\n44\n42\n\nAverage number of vessels (2)\n43.4\n42.0\n\nTotal ownership days for fleet (3)\n3,903\n3,780\n\nTotal chartered-in days (4)\n404\n273\n\nTotal available days for fleet (5)\n4,127\n3,777\n\nTotal available days for owned fleet (6)\n3,723\n3,504\n\nTotal operating days for fleet (7)\n4,104\n3,732\n\nFleet utilization (8)\n99.2%\n98.0%\n\nAVERAGE DAILY RESULTS:\n\nTime charter equivalent (9)\n$19,346\n$11,884\n\nDaily vessel operating expenses per vessel (10)\n6,805\n6,592\n\n1)EBITDA represents net income (loss)\nattributable to Genco Shipping & Trading Limited plus net interest\nexpense, taxes, and depreciation and amortization. EBITDA is included\nbecause it is used by management and certain investors as a measure\nof operating performance. EBITDA is used by analysts in the shipping\nindustry as a common performance measure to compare results across\npeers. Our management uses EBITDA as a performance measure in consolidating\ninternal financial statements and it is presented for review at our\nboard meetings. We believe that EBITDA is useful to investors as the\nshipping industry is capital intensive which often results in significant\ndepreciation and cost of financing. EBITDA presents investors with\na measure in addition to net income to evaluate our performance prior\nto these costs. EBITDA is not an item recognized by U.S. GAAP (i.e.\nnon-GAAP measure) and should not be considered as an alternative to\nnet income, operating income or any other indicator of a company’s\noperating performance required by U.S. GAAP. EBITDA is not a measure\nof liquidity or cash flows as shown in our consolidated statement\nof cash flows. The definition of EBITDA used here may not be comparable\nto that used by other companies.\n\n2)Average number of vessels is the number\nof vessels that constituted our fleet for the relevant period, as\nmeasured by the sum of the number of days each vessel was part of\nour fleet during the period divided by the number of calendar days\nin that period.\n\n3)We define ownership days as the aggregate\nnumber of days in a period during which each vessel in our fleet has\nbeen owned by us. Ownership days are an indicator of the size of our\nfleet over a period and affect both the amount of revenues and the\namount of expenses that we record during a period.\n\n4)We define chartered-in days as the\naggregate number of days in a period during which we chartered-in\nthird-party vessels.\n\n5)We define available days as the number\nof our ownership days and chartered-in days less the aggregate number\nof days that our vessels are off-hire due to familiarization upon\nacquisition, repairs or repairs under guarantee, vessel upgrades or\nspecial surveys. Companies in the shipping industry generally use\navailable days to measure the number of days in a period during which\nvessels should be capable of generating revenues.\n\n6)We define available days for the owned\nfleet as available days less chartered-in days.\n\n7)We define operating days as the number\nof our total available days in a period less the aggregate number\nof days that the vessels are off-hire due to unforeseen circumstances.\nThe shipping industry uses operating days to measure the aggregate\nnumber of days in a period during which vessels actually generate\nrevenues.\n\n8)We calculate fleet utilization as\nthe number of our operating days during a period divided by the number\nof ownership days plus chartered-in days less drydocking days.\n\n9)We define TCE rates as our voyage\nrevenues less voyage expenses, charter hire expenses, and realized\ngain or losses on fuel hedges, divided by the number of the available\ndays of our owned fleet during the period**.** TCE rate is not\nan item recognized by U.S. GAAP (i.e., it is a non-GAAP measure).\nHowever it is a common shipping industry performance measure used\nprimarily to compare daily earnings generated by vessels on time charters\nwith daily earnings generated by vessels on voyage charters, because\ncharterhire rates for vessels on voyage charters are generally not\nexpressed in per-day amounts while charterhire rates for vessels on\ntime charters generally are expressed in such amounts. Our estimated\nTCE for the second quarter of 2026 is based on fixtures booked to\ndate. Actual results may vary based on the actual duration of voyages\nand other factors. Accordingly, we are unable to provide, without\nunreasonable efforts, a reconciliation of estimated TCE for the second\nquarter to the most comparable financial measures presented in accordance\nwith GAAP.\n\nThree Months Ended\nMarch 31, 2026\nThree Months Ended\nMarch 31, 2025\n\nTotal Fleet\n(unaudited)\n\nVoyage revenues (in thousands)\n$114,429\n$71,269\n\nVoyage expenses (in thousands)\n36,276\n27,354\n\nCharter hire expenses (in thousands)\n6,096\n2,285\n\nRealized (loss) gain on fuel hedges (in thousands)\n(40)\n8\n\n72,017\n41,638\n\nTotal available days for owned fleet\n3,723\n3,504\n\nTotal TCE rate\n$19,346\n$11,884\n\n10)We define daily vessel operating\nexpenses to include crew wages and related costs, the cost of insurance\nexpenses relating to repairs and maintenance (excluding drydocking),\nthe costs of spares and consumable stores, tonnage taxes and other\nmiscellaneous expenses. Daily vessel operating expenses are calculated\nby dividing vessel operating expenses by ownership days for the relevant\nperiod.\n\n**Operating Cash Flow**\n\nOperating cash flow is a non-GAAP financial measure. We believe\nthe non-GAAP measure presented provides investors with a means of better evaluating and understanding the Company’s operating\nperformance. Actual results may vary based on the actual duration of voyages and other factors. Accordingly, we are unable to\nprovide, without unreasonable efforts, a reconciliation of our 2026 projected operating cash flow to the most comparable financials\nmeasures presented in accordance with GAAP.\n\n**Investor Contact**\n\nPeter Allen\n\nChief Financial Officer\n\nGenco Shipping & Trading Limited\n\n(646) 443-8550\n\n**Media Contact**\n\nLeon Berman\n\nIGB Group\n\n(212) 477-8438\n\nlberman@igbir.com\n\n**Press Release**\n\n**Genco Trading & Shipping Limited Sets\nthe Record Straight on Diana’s False and Misleading Claims**\n\n*Urges Shareholders to Vote “FOR”\nGenco’s Highly Qualified Board on the WHITE Proxy Card – and “WITHHOLD” on Diana’s Nominees*\n\n*For More Information Visit **www.GencoDrivesSuperiorReturns.com*\n\n**NEW YORK, May 12, 2026 (GLOBE NEWSWIRE) –**Genco\nShipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk\nshipowner focused on the global transportation of commodities, today issued the following communication with important facts shareholders\nshould know to protect their Genco investment.\n\n**KNOW THE FACTS: Vote the WHITE\nProxy Card**\n\nDiana Shipping Inc. (“Diana”) has made numerous false,\nmisleading and unsubstantiated claims as part of its hostile campaign to take over Genco on the cheap. Do **NOT** be\nfooled. Diana is making these statements to distract from the simple truth: **Diana is trying to take control of your company\nwithout paying full and fair value for doing so.**\n\nGenco shareholders should have the facts about our highly qualified\nBoard of Directors, our commitment to strong governance and our Comprehensive Value Strategy, which is driving strong returns and\ncreating shareholder value. Shareholders also need to understand the facts about Diana and the risks of putting their unfit handpicked\nnominees on the Genco Board.\n\nHere are just some of the many\nexamples of Diana’s myths from their most recent disclosure and the facts that you should know.\n\nAbout the value of Diana’s inadequate acquisition proposals\n\nMyths\nFacts\n\nDiana’s $23.50 per share March 2026 proposal represents\napproximately 1.0x net asset value (NAV).\n\n· Diana’s\nMarch 2026 Proposal has always been below the underlying value of our assets (our NAV).\n\n· Genco’s\nmean sell-side analyst NAV estimate was $25.00 at the time Genco’s Board evaluated it. As of May 12, 2026, the mean sell-side\nNAV estimate is $26.54 and the current median estimate is $26.80.\n\n· We\nare in a period of rising asset values across the industry, and sell-side analysts continue to raise their estimates of Genco’s\nNAV.\n\nDiana’s March 2026 Proposal represents a compelling premium\nto\n\n· Diana’s\n“premium” is based on an arbitrary share price from months before their $23.50 proposal and is irrelevant.\n\nGenco’s undisturbed share price in November.\n\n· The\nincrease in our share price since November has tracked market dynamics, including rising freight rates and asset prices, and we\nbelieve it also reflects the success of our Comprehensive Value Strategy.\n\n· Diana’s\nMarch 2026 Proposal represented only a 1% “premium” to Genco’s closing price the day prior to the offer and is\nlower than where Genco’s shares have traded for weeks**.**\n\n· Diana\nis a direct competitor and knows very well that asset values have risen, but they continue to reference stale prices and values\nas part of their takeover agenda.\n\nAbout Genco’s attempts to engage with Diana\n\nMyths\nFacts\n\nGenco’s Board has refused to engage with Diana.\n\n· We\nhave attempted to engage with Diana****starting with our initial outreach to Diana in 2024, including regarding alternative\ntransaction structures that would create value for both companies’ shareholders.\n\n· We\nhave been clear: we are open to engaging constructively with Diana if they provide an offer that appropriately values Genco and\nadequately rewards all shareholders.\n\n· Diana’s\n$23.50 per share proposal simply does **not** meet that standard. Diana has shown no willingness to pay a fair price.\n\nAbout Genco’s shareholder rights plan and credit agreement\n\nMyths\nFacts\n\nGenco’s rights plan is harmful to shareholders.\n\n· Genco’s\nBoard adopted a limited-duration shareholder rights plan after considerable deliberation and out of necessity in direct response\nto Diana’s rapid accumulation of Genco stock, which was potentially improperly disclosed.1\n\n· The\nrights plan is similar to those adopted by other companies and designed to:\n\no enable\nall Genco shareholders to realize the long-term value of their investment;\n\no prevent\nany shareholder – including Diana – from taking control of the Company by acquiring shares without paying full value\nof the assets and a control premium; and\n\no provide\nthe Board with sufficient time to fulfill its fiduciary duties on behalf of all shareholders.\n\n· The\nrights plan has functioned exactly as it should from a fiduciary standpoint. No party has been able to take control without paying\nfull value of the assets and a control premium for doing so, and our stock price has continued to rise since it was implemented,\nas Genco’s strategy has aligned the Company with the rising drybulk market.\n\n· In\naccordance with its strong governance practices, the Board has put the rights plan up for a shareholder vote at the upcoming Annual\nMeeting and recommends shareholders vote FOR the proposal on the WHITE proxy card.\n\nGenco’s credit agreement includes a “proxy put”\nprovision designed to entrench the Board, under which an event of default may occur if a majority of the Board is replaced by directors\nnot approved by incumbent members.\n\n· Genco’s\ncredit agreement includes standard change of control language that is designed to protect the banks in case an acquiring company\ndoes not match the banks’ credit standards.\n\n· This\ntype of language is often included in credit agreements, including Diana’s own credit facilities.\n\nAbout Genco’s executive compensation\n\nMyths\nFacts\n\nGenco executives have received outsized pay packages as the company’s performance has declined.\n\n· Genco’s\ncompensation program is strongly aligned with shareholders’ interests – executives do well when shareholders do well.\n\n· Executives\nare provided performance-based restricted stock unit awards, which are tied directly to Genco’s total shareholder returns\n(“TSR”) relative to other drybulk peers (a group that includes both Diana and Star Bulk among several others) and return-based\nmetrics.\n\n· Genco’s\nTSR have outperformed the market and peers, especially Diana. Our executive compensation in recent years reflects this stock price\nappreciation and strong shareholder returns.\n\n· Diana\nis cherry-picking numbers from Genco’s proxy and adding false and misleading commentary, such as Diana’s description\nof our pay vs. performance disclosure.\n\n· Shareholders\nhave benefited from this alignment and consistently endorse our compensation program. Genco has received an average of more than\n90% support on Say-on-Pay proposals over the past four years**.**\n\nGenco adopted a new retention plan, principally benefiting executives.\n\n· Genco’s\nBoard and Compensation Committee implemented this plan to ensure that employees responsible for the day-to-day execution of our\nstrategy – not just the C-suite – remain focused in a strengthening market. Based on our continued strong financial\nresults, Genco shareholders have benefited from this focus.\n\n· Genco’s\nCEO, CFO and CCO would receive substantially the same amounts that they would be entitled to receive on termination following a\nsale of the Company and the plan has “double triggers” to protect the Company and ensure shareholder alignment, as\noutlined in our proxy.\n\n· We\nvalue our team members and operate in an industry where there is significant competition for talent. Given Diana’s statement\nthat the combined company would “select the best talent, drawing employees from both organizations,” the retention\nplan was necessary to encourage Genco employees to stay focused on our business plan and remain with the Company because of the\nuncertainty caused by Diana’s actions.\n\nGenco’s EBITDA is in decline.\n\n· Genco\ngenerated net income of $9.3 million and adjusted EBITDA of $36 million in Q1 2026, 358% higher year-over-year.2\n\n· Genco’s\n2026 earnings potential is strong – full year 2026 operating cash flow is projected to be nearly $200 million, which would\nbe an increase of more than 2x versus the 2025 level and the highest mark since 2022.3\n\nAbout Genco’s corporate governance and our directors’\nindependence\n\nMyths\nFacts\n\nGenco’s Compensation Committee chair is not independent and has financial and personal ties to Genco’s CEO through mutual involvement at a merchant bank.\n\n· These\nassertions are flat out false.\n\n· The\nCompensation Committee chair never had involvement with the merchant bank and had no relationship with Genco’s CEO until\nhe was appointed to the Board.\n\n· There\nare **zero** financial ties between the chair and CEO, and there never have been.\n\n· The\nchair is independent under SEC, NYSE and ISS standards.\n\nThree of Genco directors do not own Genco common stock.\n\n· All\nof Genco’s directors receive annual equity grants.\n\n· Their\ncompensation was established with the advice of a third-party compensation consultant, and with best practices and proper governance\ntop of mind.\n\n· Our\ndirectors have skin in the game, and their interests are fully aligned with those of all Genco shareholders**.**\n\nGenco has a record of “entrenchment.”\n\n· Genco\nis consistently ranked in the industry’s top quartile for governance\npractices,4\nhas no related-party transactions benefiting insiders, no preferred share structure with super-voting rights for insiders, maintains\na majority-independent, annually elected Board, and has no nepotism in its executive ranks.\n\n· Diana,\non the other hand, exhibits issues with all of these.\n\nThe biggest WHOPPERS of them all...\n\nMyths\nFacts\n\nDiana is “committed to maximizing the value of shareholders’ investment in Genco.”\n\n· Diana\nhas refused to make a proposal that appropriately values our assets and provides our shareholders with full and fair value for\ntheir Genco investment.\n\n· Instead,\nthey have continued to reiterate an inadequate proposal that is below the market value of Genco’s assets and Genco’s\ncurrent trading price.\n\n· They\nare now nominating handpicked directors in an attempt to take over our board.\n\n· Don’t\nbe misled by their myths – their agenda is clear.\n\nYou should trust Diana.\n\n· There\nis no basis for trusting Diana.\n\n· Diana’s\nleadership has a history of taking control without paying a control premium, related party transactions and poor strategic decisions\nthat have enriched its insiders at the expense of other shareholders.\n\n· All\nof these transactions have been approved by the supposedly “independent” directors of Diana’s board.\n\n· Diana\nhas destroyed value at their own company – and the risks that their handpicked nominees would bring this model to Genco are\nsignificant and real.\n\nDiana’s nominees are fit to join the Genco Board, and you should vote for them\n\n· Diana’s\nhandpicked nominees are unfit to join the Genco Board:\n\no many\nof them have close personal or professional ties to Diana and its leadership;\n\no a\nnumber of them have records of bankruptcy and shareholder value destruction;5 and\n\no none\nof them bring additional substantive skills or experience beyond what is already well represented on the highly qualified\nGenco Board.\n\n· If\nelected to the Genco Board, Diana’s handpicked nominees could take actions that do not maximize shareholder value, including:\n\no forcing\nGenco into a low-priced transaction;\n\no enacting\nthe same kind of related-party transactions that have transferred value to Diana insiders; or\n\no making\nchanges to Genco’s strategy or operations that destroy value.\n\nWe urge you to rely on the facts and ignore Diana’s myths.\nVote the **WHITE** proxy card today:\n\n·“**FOR**” Genco’s nominees\n\n·**“FOR”** proposals 2, 3, 4 and 5\n\n·“**WITHHOLD”** on Diana’s handpicked nominees\n\n·“**AGAINST**” Diana’s proposals, 6 and 7.\n\nAdditional shareholder resources regarding the 2026 Annual Meeting\nof Shareholders can be found here: www.GencoDrivesSuperiorReturns.com.\n\nIf you have any questions or require any\nassistance with voting your shares, please call or email Genco’s proxy solicitor:\n\nMacKenzie Partners, Inc.\n\nToll Free: 800-322-2885\n\nEmail: proxy@mackenziepartners.com\n\nJefferies LLC is acting as financial advisor to Genco and Herbert\nSmith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting\nas special advisor to the Board of Directors.\n\n**About Genco Shipping & Trading Limited**\n\nGenco Shipping & Trading Limited is a U.S. based drybulk\nship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore,\ncoal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned\nhigh quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized\nUltramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels\nwith an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt.\n\n**Forward-Looking Statements**\n\nThis communication contains statements that\nmay constitute forward-looking statements. These statements include, but are not limited to: statements related to the Company’s\nviews and expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies\nand objectives of management or the Company’s Board for future operations and activities; any statements concerning the expected\ndevelopment, performance, market share or competitive performance relating to products or services; any statements regarding current\nor future macroeconomic\n\ntrends or events and the impact of those trends and events on the Company and its financial performance;\nand any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that\nthey do not relate strictly to historic or current facts and often use words such as “anticipate,” “budget,”\n“estimate,” “expect,” “project,” “intend,” “plan,” “believe,”\nand other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future\noperating or financial performance. These forward-looking statements are based on our management’s current expectations and\nobservations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking\nstatements contained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii)\nthat any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the\nability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion\nof our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside\nfor reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities and Exchange\nCommission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports\non Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations\nunder any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination\nby the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests\nof the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash\nflows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid\nmay vary. In addition, the forward-looking statements included in this communication represent the Company’s views as of\nthe date of this communication and these views could change. However, while the Company may elect to update these forward-looking\nstatements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities\nlaws. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent\nto the date of this communication.\n\n**Important Additional Information and Where to Find\nIt**\n\nThe Company has filed a definitive\nproxy statement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant documents with the U.S. Securities\nand Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders\nfor the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE\nCOMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING **WHITE**\nPROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT\nINFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying **WHITE** proxy card,\nany amendments or supplements to the definitive proxy statement, and other documents that the Company files with the SEC at no\ncharge 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”\nsection of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\n**EBITDA Reconciliation**\n\nThree Months Ended March\n31, 2026\nThree Months Ended March\n31, 2025\n\n(Dollars in thousands)\n\nEBITDA Reconciliation:\n(unaudited)\n\nNet income (loss) attributable to Genco Shipping & Trading Limited\n$9,309\n$(11,923)\n\n+ Net interest expense\n3,833\n2,179\n\n+ Depreciation and amortization\n21,038\n17,665\n\n**EBITDA(1)**\n$34,180\n$7,921\n\n+ Impairment of vessel assets\n527\n-\n\n+ Net gain on sale of vessels\n(2,075)\n-\n\n+ Other operating expense\n3,826\n-\n\n+ Unrealized gain on fuel hedges\n(238)\n(6)\n\nAdjusted EBITDA\n$36,220\n$7,915\n\nThree Months Ended\n\nMarch 31, 2026\nMarch 31, 2025\n\nFLEET DATA:\n(unaudited)\n\nTotal number of vessels at end of period\n44\n42\n\nAverage number of vessels(2)\n43.4\n42.0\n\nTotal ownership days for fleet(3)\n3,903\n3,780\n\nTotal chartered-in days(4)\n404\n273\n\nTotal available days for fleet(5)\n4,127\n3,777\n\nTotal available days for owned fleet(6)\n3,723\n3,504\n\nTotal operating days for fleet(7)\n4,104\n3,732\n\nFleet utilization(8)\n99.2%\n98.0%\n\nAVERAGE DAILY RESULTS:\n\nTime charter equivalent(9)\n$19,346\n$11,884\n\nDaily vessel operating expenses per vessel(10)\n6,805\n6,592\n\n1)EBITDA represents net income (loss) attributable to Genco Shipping & Trading Limited plus net\ninterest expense, taxes, and depreciation and amortization. EBITDA is included because it is used by management and certain investors\nas a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare\nresults across peers. Our management uses EBITDA as a performance measure in consolidating internal financial statements and it\nis presented for review at our board meetings. We believe that EBITDA is useful to investors as the shipping industry is capital\nintensive which often results in significant depreciation and cost of financing. EBITDA presents investors with a measure in addition\nto 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)\nand should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating\nperformance required by U.S. GAAP. EBITDA is not a measure of liquidity or cash flows as shown in our consolidated statement of\ncash flows. The definition of EBITDA used here may not be comparable to that used by other companies.\n\n2)Average number of vessels is the number of vessels that constituted our fleet for the relevant\nperiod, as measured by the sum of the number of days each vessel was part of our fleet during the period divided by the number\nof calendar days in that period.\n\n3)We define ownership days as the aggregate number of days in a period during which each vessel in\nour 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\nof revenues and the amount of expenses that we record during a period.\n\n4)We define chartered-in days as the aggregate number of days in a period during which we chartered-in\nthird-party vessels.\n\n5)We define available days as the number of our ownership days and chartered-in days less the aggregate\nnumber of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs under guarantee, vessel\nupgrades or special surveys. Companies in the shipping industry generally use available days to measure the number of days in a\nperiod during which vessels should be capable of generating revenues.\n\n6)We define available days for the owned fleet as available days less chartered-in days.\n\n7)We define operating days as the number of our total available days in a period less the aggregate\nnumber of days that the vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure\nthe aggregate number of days in a period during which vessels actually generate revenues.\n\n8)We calculate fleet utilization as the number of our operating days during a period divided by the\nnumber of ownership days plus chartered-in days less drydocking days.\n\n9)We define TCE rates as our voyage revenues less voyage expenses, charter hire expenses, and realized\ngain or losses on fuel hedges, divided by the number of the available days of our owned fleet during the period**.** TCE rate\nis 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\nused primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage\ncharters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire\nrates for vessels on time charters generally are expressed in such amounts. Our estimated TCE for the second quarter of 2026 is\nbased on fixtures booked to date. Actual results may vary based on the actual duration of voyages and other factors. Accordingly,\nwe are unable to provide, without unreasonable efforts, a reconciliation of estimated TCE for the second quarter to the most comparable\nfinancial measures presented in accordance with GAAP.\n\nThree Months Ended\nMarch 31, 2026\nThree Months Ended\nMarch 31, 2025\n\nTotal Fleet\n(unaudited)\n\nVoyage revenues (in thousands)\n$114,429\n$71,269\n\nVoyage expenses (in thousands)\n36,276\n27,354\n\nCharter hire expenses (in thousands)\n6,096\n2,285\n\nRealized (loss) gain on fuel hedges (in thousands)\n(40)\n8\n\n72,017\n41,638\n\nTotal available days for owned fleet\n3,723\n3,504\n\nTotal TCE rate\n$19,346\n$11,884\n\n10)We define daily vessel operating expenses to include crew wages and related costs, the cost of\ninsurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage\ntaxes and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by\nownership days for the relevant period.\n\n**Operating Cash Flow**\n\nOperating cash flow is a non-GAAP financial measure. We believe\nthe non-GAAP measure presented provides investors with a means of better evaluating and understanding the Company’s operating\nperformance. Actual results may vary based on the actual duration of voyages and other factors. Accordingly, we are unable to provide,\nwithout unreasonable efforts, a reconciliation of our 2026 projected operating cash flow to the most comparable financials measures\npresented in accordance with GAAP.\n\n**Investor Contact**\n\nPeter Allen\n\nChief Financial Officer\n\nGenco Shipping & Trading Limited\n\n(646) 443-8550\n\n**Media Contact**\n\nLeon Berman\n\nIGB Group\n\n(212) 477-8438\n\nlberman@igbir.com\n\n1\nDespite Diana’s claims that it did so “in the market through brokers” on a single day, it appears their disclosure\nwas improper. The purchase price and amount of shares Diana listed in its filing were above the publicly reported high price and\nvolume for that day. [https://www.sec.gov/Archives/edgar/data/1326200/000091957425005889/0000919574-25-005889-index.htm](https://www.sec.gov/Archives/edgar/data/1326200/000091957425005889/0000919574-25-005889-index.htm).\n\n2\nWe believe the non-GAAP measure presented provides investors with a means of better evaluating and understanding the Company’s\noperating performance. Please see the end of this communication for a reconciliation table.\n\n3\nOur projected 2026 operating cash flow is based on our fixtures to date and assumes the forward freight agreement (FFA) curve for\nthe balance of the year. For further details of the calculation of operating cash flow and our assumptions and qualifications,\nincluding estimated expenses and utilization rates, please see p. 39 of our Q1 earnings presentation at https://investors.gencoshipping.com/overview/default.aspx.\n\n4\nAs rated by Webber Research.\n\n5\nQuentin 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),\nwhich filed for bankruptcy in March 2016. During Gustav Brun-Lie’s less than three years as CEO of Statt Torsk\nASA, he oversaw the destruction of more than 80% of the company’s shareholder value (from NOK2.50 at IPO on 4/23/2021 to\nNOK0.53 on 2/1/2024, the last trading date per Factset) before merging\nit into a sector competitor at a near all-time low share price.\n\n**LinkedIn Post**\n\n**Genco Shipping & Trading\nLimited**\n\nKnow the facts. Vote the WHITE proxy card today.\n\nDiana Shipping, a direct competitor, has made numerous false,\nmisleading and unsubstantiated claims about Genco as part of its hostile campaign to take over your company on the cheap. Genco\nshareholders deserve to have the facts about our highly qualified Board of Directors, our commitment to strong governance and our\nComprehensive Value Strategy, which is driving strong returns and creating shareholder value. Shareholders also need to understand\nthe facts about Diana and the risks of putting their unfit, handpicked nominees on the Genco Board.\n\nWe urge shareholders to vote “FOR” Genco’s\nBoard on the WHITE proxy card and “WITHHOLD” on Diana’s nominees.\n\nToday, we set the record straight about several of Diana’s myths.\nYou can read about it here: https://lnkd.in/ eS9PxmXh.\n\nAdditional information, including voting instructions and legal\ninformation, can be found at https://\nlnkd.in/e3YyzxV9\n\n#VoteForGenco #CorporateGovernance #ShareholderValue #Maritime #Shipping\n\n**Website Updates**\n\n**Privileged and Confidential**\n\nSidley Draft: May 11, 2026\n\n**Legal Legends**\n\n**Note: the legends assume that Genco\nShipping & Trading Limited is defined earlier as the “Company.”**\n\n**Forward-Looking Statements**\n\nThis communication contains statements that\nmay constitute forward-looking statements. These statements include, but are not limited to: statements related to the Company’s\nviews and expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies\nand objectives of management or the Company’s Board for future operations and activities; any statements concerning the expected\ndevelopment, performance, market share or competitive performance relating to products or services; any statements regarding current\nor future macroeconomic trends or events and the impact of those trends and events on the Company and its financial performance;\nand any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that\nthey do not relate strictly to historic or current facts and often use words such as “anticipate,” “budget,”\n“estimate,” “expect,” “project,” “intend,” “plan,” “believe,”\nand other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future\noperating or financial performance. These forward-looking statements are based on our management’s current expectations and\nobservations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking\nstatements contained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii)\nthat any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the\nability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion\nof our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside\nfor reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities and Exchange\nCommission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports\non Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations\nunder any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination\nby the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests\nof the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash\nflows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid\nmay vary. In addition, the forward-looking statements included in this communication represent the Company’s views as of\nthe date of this communication and these views could change. However, while the Company may elect to update these forward-looking\nstatements at some point, the Company specifically disclaims any obligation to do so, other than as required by federal securities\nlaws. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent\nto the date of this communication.\n\nImportant Additional Information and Where to\nFind It\n\nThe Company has filed a definitive\nproxy statement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant documents with the U.S. Securities\nand Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders\nfor the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE\nCOMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING **WHITE**\nPROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT\nINFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying **WHITE** proxy card,\nany amendments or supplements to the definitive proxy statement, and other documents that the Company files with the SEC at no\ncharge 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”\nsection of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\n**Shareholder Resources****Shareholder\nLetters**May 7, 2026 Genco Shareholder Letter Download PDF March 30, 2026 Genco Shareholder Letter Download PDF **Infographics**May\n12, 2026 Myth vs. Fact Infographic Download PDF **Press Releases**May 12, 2026 Genco Shipping & Trading Limited Sets the Record\nStraight on Diana’s False and Misleading Claims Download PDF May 7, 2026 Genco Shipping & Trading Limited Files Definitive Proxy\nMaterials and Mails Letter to Shareholders Download PDF May 4, 2026 Genco Shipping & Trading to Review Diana Shipping’s Unsolicited\nTender Offer Download PDF April 24, 2026 Genco Shipping & Trading Files Preliminary Proxy Statement in Connection with 2026 Annual\nMeeting of Shareholders Download PDF April 13, 2026 Genco Shipping & Trading Issues Statement Regarding Diana Shipping’s Letter\nto Shareholders Download PDF April 7, 2026 Genco Shipping & Trading Launches Website for Shareholders Download PDF March 30, 2026\nGenco Shipping & Trading Sends Letter to Shareholders Download PDF March 20, 2026 Genco Shipping & Trading Issues Statement Download\nPDF March 19, 2026 Genco Shipping & Trading Rejects Revised, Non-Binding Indicative Proposal from Diana Shipping Inc. Download PDF\nMarch 6, 2026 Genco Shipping & Trading Responds to Revised Unsolicited Proposal from Diana Shipping Inc. Download PDF January 16,\n2026 Genco Shipping & Trading Responds to Diana Shipping Inc.’s Intent to Nominate Directors to Replace Entire Genco Board Download\nPDF January 13, 2026 Genco Shipping & Trading Rejects Non-Binding Indicative Proposal from Diana Shipping Inc. Download PDF November\n24, 2025 Genco Shipping & Trading Confirms Receipt of a Non-Binding Indicative Proposal from Diana Shipping Inc. Download PDF **SEC\nFilings**May 7, 2026 Genco Shipping & Trading Limited Files Definitive Proxy Materials and Mails Letter to Shareholders Download\nPDF May 4, 2026 Genco Shipping & Trading to Review Diana Shipping’s Unsolicited Tender Offer Download PDF April 24, 2026 Genco\nShipping & Trading Preliminary Proxy Statement Download PDF April 13, 2026 Genco Shipping & Trading Issues Statement Regarding\nDiana Shipping’s Letter to Shareholders Download PDF April 7, 2026 Genco Shipping & Trading Launches Website for Shareholders\nDownload PDF March 31, 2026 Genco Shipping & Trading Letter to Shareholders and LinkedIn Post Download PDF March 30, 2026 Genco Shipping\n& Trading Sends Letter to Shareholders Download PDF March 20, 2026 Genco Shipping & Trading Issues Statement Download PDF March\n19, 2026 Genco Shipping & Trading Rejects Revised, Non-Binding Indicative Proposal from Diana Shipping Inc. Download PDF March 6,\n2026 Genco Shipping & Trading Responds to Revised Unsolicited Proposal from Diana Shipping Inc. Download PDF January 16, 2026 Genco\nShipping & Trading Responds to Diana Shipping Inc.’s Intent to Nominate Directors to Replace Entire Genco Board Download PDF\nJanuary 13, 2026 Genco Shipping & Trading Rejects Non-Binding Indicative Proposal from Diana Shipping Inc. Download PDF November 24,\n2025 Genco Shipping & Trading Confirms Receipt of a Non-Binding Indicative Proposal from Diana Shipping Inc. Download PDF\n\n****\n\n**Forward-Looking Statements**\n\nThis communication contains statements that may constitute\nforward-looking statements. These statements include, but are not limited to: statements related to the Company’s views and expectations\nregarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and objectives of management\nor the Company’s Board for future operations and activities; any statements concerning the expected development, performance, market\nshare or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or\nevents and the impact of those trends and events on the Company and its financial performance; and any statements of assumptions underlying\nany of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current\nfacts and often use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,”\n“intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion\nof potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on\nour management’s current expectations and observations. Included among the factors that, in our view, could cause actual results\nto differ materially from the forward looking statements contained in this release are the following: (i) the Company’s plans and\nobjectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not\nbe consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction;\n(iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that\nour Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings\nwith the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December\n31, 2025 and subsequent reports on Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors,\nincluding the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the\nfinal determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the\nbest interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting\ncash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid\nmay vary. In addition, the forward-looking statements included in this communication represent the Company’s views as of the date\nof this communication and these views could change. However, while the Company may elect to update these forward-looking statements at\nsome point, the Company specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking\nstatements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this communication.\n\n** **\n\nImportant Additional Information and Where to Find\nIt\n\nThe\nCompany has filed a definitive proxy statement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant documents\nwith the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s\nshareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO\nREAD THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING **WHITE**\nPROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION.\nShareholders may obtain a free copy of the\n\ndefinitive\nproxy statement, an accompanying **WHITE** proxy card, any amendments or supplements to the definitive proxy statement, and\nother documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov.\nCopies will also be available\nat no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations\nwebsite at https://investors.gencoshipping.com/."}