{"url_path":"/sec/gnk/proxy/2026-05-18/000093041326001657","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1326200/0000930413-26-001657-index.html","accession_number":"0000930413-26-001657","cik":"0001326200","ticker":"GNK","issuer_name":"GENCO SHIPPING & TRADING LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1326200/0000930413-26-001657-index.html","primary_entity_key":"0001326200","primary_entity_name":"GENCO SHIPPING & TRADING LTD"},"word_count":10363,"has_tables":true,"body_markdown":"DEFA14A\n1\nc116417_defa14a.htm\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n** **\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) of the\n\nSecurities Exchange Act of 1934\n\nFiled by the Registrant |X|\n\nFiled by a Party other than the Registrant |_|\n\nCheck the appropriate box:\n\n|_| Preliminary Proxy Statement\n\n|_| Confidential, for Use of the Commission Only (as permitted by Rule\n14a-6(e)(2))\n\n|_| Definitive Proxy Statement\n\n|x| Definitive Additional Materials\n\n|_| Soliciting Material under § 240.14a-12\n\n**GENCO SHIPPING & TRADING LIMITED**\n\n(Name of Registrant as Specified in Its Charter)\n\n------------------------------------------------------------\n\n(Name of Person(s) Filing Proxy Statement, if other\nthan the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\n|x| No\nfee required\n\n|_| Fee paid previously with preliminary materials.\n\n|_| Fee computed on table in exhibit required by Item 25(b) per Exchange\nAct Rules 14a-6(i)(1) and 0-11\n\n**On May 18, 2026, Genco Shipping & Trading Limited\n(“Genco”) sent a letter to its shareholders, issued two press releases, and posted a communication on its LinkedIn\naccount. Copies of the materials can be found below:**\n\n** **\n\n**Shareholder Letter**\n\n** **\n\nA MESSAGE FROM OUR CEO Dear Fellow Shareholders, I\nam writing to you personally to express my confidence in Genco’s future, and to detail why we need you to take action in\nconnection with our upcoming Annual Meeting. Your vote on the WHITE proxy card “FOR” our Board nominees and in line\nwith the Board’s other recommendations is critical. It will help ensure that Genco’s highly qualified, independent\nBoard can continue implementing our strategy that has driven outperformance, meaningful returns and positioned the Company for\ncontinued shareholder value creation.\n\nGenco Is Driving Results Across the Business with Continued\nMomentum Genco is operating from a position of strength. Over the past five years, we have executed our Comprehensive Value Strategy,\nwhich continues to deliver tangible results for Genco shareholders. Our Board and management team developed this strategy with\na central idea: strong governance and disciplined capital allocation are critical for generating returns and value for shareholders.\nOur thesis has been proven, and, as a result, Genco has significantly increased its earnings power and dividend capacity. Since\nwe began implementing our Comprehensive Value Strategy in April 2021, we have: ● Paid $310 million and $7.16 per share in\ndividends. We have delivered 27 consecutive quarterly dividends — the longest uninterrupted streak in our industry. ●\nGrown our fleet of premium earning vessels. We have invested $557 million in our fleet, enabling us to take advantage of a strengthening\ndrybulk market and enhance shareholders’ upside potential. ● Reduced our cash flow breakeven rate. We have strengthened\nour balance sheet by paying down $119 million in debt, supporting Genco’s industry-low leverage and breakeven levels and\nincreasing our ability to generate cash flow. As a result, we have a foundation to return capital to shareholders and take advantage\nof growth opportunities in various rate environments. Our Recent Financial Performance Demonstrates that Our Strategy is Creating\nValue for Shareholders We are generating solid earnings and delivering significantly higher dividends: ● Genco generated\nnet income of $9.3 million and adjusted EBITDA of $36.2 million in Q1 2026, 358% higher year-over-year1 ● We increased our\nfirst quarter dividend to $0.35 per share, up 133% year-over-year ● Full year 2026 operating cash flow is projected to be\nnearly $200 million, which would be an increase of more than 2x versus the 2025 level and the highest mark since 20222 ●\nWe project a second quarter dividend of $0.70 per share, a 367% increase year-over-year2 ● Our dividend formula would produce\na total dividend of $2.50 per share in 2026, assuming the forward freight curve for the balance of the year2 We have momentum\nand believe Genco is well positioned to continue delivering compelling returns and dividend growth in a strengthening drybulk\nmarket.\n\nOur Highly Qualified Board is Committed to Strong Governance\nand Creating Shareholder Value Underlying everything we do at Genco are our industry-leading corporate governance practices. We\nare the only U.S.-listed drybulk company with no related-party transactions benefiting insiders and have been consistently ranked\nin the industry’s top quartile for governance practices.3 Our Board of Directors brings the right mix of experience, independence\nand expertise to guide the Company forward. Over time, we have thoughtfully and deliberately added highly qualified directors\nwith deep shipping, drybulk commodities, capital markets and other relevant business expertise. Importantly, as I noted, our Board\nhas been the architect of Genco’s Comprehensive Value Strategy, which continues to drive our strong performance and returns\ntoday. While we are pleased with the progress we have made, our Board remains open-minded in evaluating all opportunities to create\nadditional value for shareholders. To that end, we regularly review our performance and evaluate strategic opportunities. Consistent\nwith this approach, we proactively reached out to Diana Shipping in June 2024 to explore a potential business combination. Beyond\nour prior engagements with Diana, we have also reviewed and considered a number of strategic opportunities — all through\nthe prism of maximizing shareholder value. For example, our Board reviewed and rejected a proposal by Star Bulk Carriers Corp.\nto acquire Genco in July 2025 at a discounted price of $16 per share in cash and stock. Let me be clear: we would support a strategic\ntransaction, but we will not settle for one that undervalues Genco at the expense of our shareholders. Any transaction must appropriately\ncompensate our shareholders by reflecting the full underlying value of our assets and providing a meaningful control premium.\nWe have been transparent about this standard and remain willing to engage with any party that meets it. Our strong and growing\nearnings and dividends only serve to further validate our rejection of these fundamentally inadequate proposals. Our shareholders\ntoday are benefiting from our Board’s decisions.\n\nThe Situation with Diana This brings me to the current\nsituation with Diana. Simply put, Diana is attempting to take control of Genco at a discount. They have rapidly accumulated Genco\nshares, made a series of inadequate proposals, launched a conditional tender offer and are now seeking to replace your Board through\na proxy contest. We strongly believe the value and upside of your Genco investment far exceeds what Diana is offering and that\nour Board is the right group to continue leading Genco. ● Diana’s tender offer is inadequate and highly conditional.\nGenco’s Board reviewed the offer and recommends shareholders not tender their shares. The $23.50 per share price is unchanged\nfrom Diana’s prior inadequate proposal, is well below the value of our assets, does not provide a control premium and is\nbelow Genco’s current trading price. In addition, the numerous conditions attached to the offer make it highly unlikely\nto be completed, rendering it illusory. We note that independent sell-side analysts who follow our industry continue raising their\nestimates of Genco’s net asset value (“NAV”), making Diana’s offer look even more inadequate. Today, the\nmean sell-side analyst NAV estimate is $26.54, and the current median analyst estimate is $26.80 in a period of rising asset values\nacross the industry.4 ● Diana’s handpicked nominees would jeopardize our progress. Allowing Diana’s handpicked\nnominees to take control of our Board would remove our highly qualified directors and introduce significant risks to Genco’s\nstrategy, governance and future value creation. Diana has made a number of false and misleading statements as part of its takeover\ncampaign. Don’t be fooled — Diana is simply trying to distract from the inadequacy of its offer. You can find the\nfacts about Diana’s history of value destructive self-dealing, the reasons its nominees shouldn’t be trusted and why\nthey are unfit to serve on our Board at www.gencodrivessuperiorreturns.com.\n\nProtect Your Genco Investment At this critical juncture,\nthere are two important actions we urge you to take: · Vote the WHITE proxy card today: You should vote “FOR”\nthe reelection of Genco’s six directors and according to the Board’s other recommendations on the Company’s\nWHITE proxy card, “WITHHOLD” on Diana’s nominees and “AGAINST” Diana’s shareholder proposals.\nYou can vote by telephone, online, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided.\nBy doing so, you will enable us to continue executing our strategy and delivering value through dividends and growth in a strengthening\ndrybulk market. · Do NOT tender your shares into Diana’s offer: Don’t give away your shares at an inadequate\nprice for an offer that may not be completed. To reiterate, we remain open to engaging with any party – including Diana\n– if they present a proposal that fully and fairly compensates our shareholders. To date, Diana has not done so. Instead,\nwe believe Diana’s intent is clear: gain control of YOUR company without paying YOU full value for YOUR investment.\n\nGenco’s Future is Bright, but it Requires You\nto Take Action Today Our Comprehensive Value Strategy is working. Our business is strong. We are well positioned to continue delivering\nsubstantial dividends and driving growth in a favorable market backdrop. To capture the upside of your Genco investment, you need\nto vote FOR Genco’s directors on the WHITE proxy card and reject Diana’s inadequate and highly conditional tender\noffer. Thank you for your continued trust and support. Sincerely, John Wobensmith Chairman of the Board and Chief Executive Officer\nVOTE BY INTERNET – WWW.CESVOTE.COM Use the Internet to transmit your voting instructions. Have your WHITE proxy card in\nhand when you access the web site and follow the instructions to create an electronic voting instruction form. OR VOTE BY TELEPHONE\n– 1-888-693-8683 Use any touch-tone telephone to transmit your voting instructions. Have your WHITE proxy card in hand when\nyou call and then follow the instructions. OR VOTE BY MAIL Mark, sign and date your WHITE proxy card and return it in the postage-paid\nenvelope we have provided to: Genco Shipping & Trading Limited, c/o Corporation Election Services, P.O. Box 3230, Pittsburgh,\nPA 15230. IF YOU HAVE QUESTIONS OR REQUIRE ANY ASSISTANCE WITH VOTING YOUR SHARES, PLEASE CONTACT GENCO SHIPPING & TRADING\nLIMITED’S PROXY SOLICITOR LISTED BELOW: MacKenzie Partners, Inc. 7 Penn Plaza New York, New York 10001 Call Collect: (212)\n929-5500 or Toll-Free (800) 322-2885 Email: proxy@mackenziepartners.com\n\nForward-Looking Statements This communication contains\nstatements that may constitute forward-looking statements. These statements include, but are not limited to: statements related\nto the Company’s views and expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating\nto the plans, strategies and objectives of management or the Company’s Board for future operations and activities; any statements\nconcerning the expected development, performance, market share or competitive performance relating to products or services; any\nstatements regarding current or future macroeconomic trends or events and the impact of those trends and events on the Company\nand its financial performance; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can\nbe identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,”\n“budget,” “estimate,” “expect,” “project,” “intend,” “plan,”\n“believe,” and other words and terms of similar meaning in connection with a discussion of potential future events,\ncircumstances or future operating or financial performance. These forward-looking statements are based on our management’s\ncurrent expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially\nfrom the forward looking statements contained in this release are the following: (i) the Company’s plans and objectives\nfor future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be\nconsummated 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\nthat our Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time\nin our filings with the SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025\nand 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\nand the final 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 of\ndividends actually paid may vary. In addition, the forward-looking statements included in this communication represent the Company’s\nviews as of the date of this communication and these views could change. However, while the Company may elect to update these\nforward-looking statements at some point, the Company specifically disclaims any obligation to do so, other than as required by\nfederal securities laws. These forward-looking statements should not be relied upon as representing the Company’s views\nas of any date subsequent to the date of this communication. Important Information for Investors and Shareholders This communication\ndoes not constitute an offer to buy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation\nstatement on Schedule 14D-9 with the SEC (available here). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to\nshareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION\nSTATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR\nENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy\nof the solicitation/recommendation statement on Schedule 14D-9, any amendments or supplements thereto and other documents filed\nby 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\nby clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations\nwebsite at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon as reasonably practicable after such materials\nare electronically filed with, or furnished to, the SEC. Important Additional Information and Where to Find It The Company has\nfiled a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the SEC\nin connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting\nof Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT\n(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED\nWITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of\nthe definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement,\nand other 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 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\nThree Months Ended March\n\n31, 2026\n\nThree Months Ended March\n\n31, 2025\n\n(Dollars in thousands)\n\nEBITDA Reconciliation:\n\n(unaudited)\n\nNet income (loss) attributable to Genco Shipping &\nTrading Limited\n\n$\n9,309\n\n$\n(11,923\n)\n\n+ Net interest expense\n\n3,833\n\n2,179\n\n+ Depreciation and amortization\n\n21,038\n\n17,665\n\nEBITDA(1)\n\n$\n34,180\n\n$\n7,921\n\n+ Impairment of vessel assets\n\n527\n\n-\n\n+ Net gain on sale of vessels\n\n(2,075\n)\n\n-\n\n+ Other operating expense\n\n3,826\n\n-\n\n+ Unrealized gain on fuel hedges\n\n(238\n)\n\n(6\n)\n\nAdjusted EBITDA\n\n$\n36,220\n\n$\n7,915\n\nThree Months Ended\n\nMarch 31, 2026\n\nMarch 31, 2025\n\nFLEET DATA:\n\n(unaudited)\n\nTotal number of vessels at end of period\n\n44\n\n42\n\nAverage number of vessels(2)\n\n43.4\n\n42.0\n\nTotal ownership days for fleet(3)\n\n3,903\n\n3,780\n\nTotal chartered-in days(4)\n\n404\n\n273\n\nTotal available days for fleet(5)\n\n4,127\n\n3,777\n\nTotal available days for owned fleet(6)\n\n3,723\n\n3,504\n\nTotal operating days for fleet(7)\n\n4,104\n\n3,732\n\nFleet utilization(8)\n\n99.2\n%\n\n98.0\n%\n\nAVERAGE DAILY RESULTS:\n\nTime charter equivalent(9)\n\n$\n19,346\n\n$\n11,884\n\nDaily vessel operating expenses per vessel(10)\n\n6,805\n\n6,592\n\n(1) EBITDA represents net income (loss) attributable to Genco Shipping & Trading Limited plus net interest\nexpense, taxes, and depreciation and amortization. EBITDA is included because it is used by management and certain investors as\na 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\n(2) Average number of vessels is the number of vessels that constituted our fleet for the relevant period,\nas 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\ndays in that period. (3) We define ownership days as the aggregate number of days in a period during which each vessel in our fleet\nhas 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\nand the amount of expenses that we record during a period. (4) We define chartered-in days as the aggregate number of days in a\nperiod during which we chartered-in third-party vessels. (5) We define available days as the number of our ownership days and chartered-in\ndays less the aggregate number of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs\nunder guarantee, vessel upgrades or special surveys. Companies in the shipping industry generally use available days to measure\nthe number of days in a period during which vessels should be capable of generating revenues. (6) We define available days for\nthe owned fleet as available days less chartered-in days. (7) We define operating days as the number of our total available days\nin a period less the aggregate number of days that the vessels are off-hire due to unforeseen circumstances. The shipping industry\nuses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues. (8) We\ncalculate fleet utilization as the number of our operating days during a period divided by the number of ownership days plus chartered-in\ndays less drydocking days. (9) 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 is\nnot 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\n\nMarch 31, 2026\n\nThree Months Ended\n\nMarch 31, 2025\n\nTotal Fleet\n\n(unaudited)\n\nVoyage revenues (in thousands)\n\n$\n114,429\n\n$\n71,269\n\nVoyage expenses (in thousands)\n\n36,276\n\n27,354\n\nCharter hire expenses (in thousands)\n\n6,096\n\n2,285\n\nRealized (loss) gain on fuel hedges (in thousands)\n\n(40\n)\n\n8\n\n72,017\n\n41,638\n\nTotal available days for owned fleet\n\n3,723\n\n3,504\n\nTotal TCE rate\n\n$\n19,346\n\n$\n11,884\n\n(10) We define daily vessel operating expenses to include crew wages and related costs, the cost of insurance\nexpenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and\nother miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership\ndays for the relevant period. Operating Cash Flow Operating cash flow\nis a non-GAAP financial measure. We believe the non-GAAP measure presented provides investors with a means of better evaluating\nand understanding the Company’s operating performance. Actual results may vary based on the actual duration of voyages and\nother factors. Accordingly, we are unable to provide, without unreasonable efforts, a reconciliation of our 2026 projected operating\ncash flow to the most comparable financials measures presented in accordance with GAAP. 1 We\nbelieve 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. 2 2026 projections are based on our\nfixtures to date and assumes the forward freight agreement (FFA) curve for the balance of the year. For further details of the\ncalculation of operating cash flow and our assumptions and qualifications, including estimated expenses and utilization rates,\nplease see p. 39 of our Q1 2026 earnings presentation at https://investors.gencoshipping.com/overview/default.aspx.\n3 As rated by Webber Research. 4 Calculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities,\nDeutsche Bank and Pareto. Vote the WHITE Proxy Card If you have questions or require any assistance with voting your shares, please\ncontact Genco Shipping & Trading Limited’s proxy solicitor listed below: MacKenzie Partners, Inc. 7 Penn Plaza New York,\nNew York 10001 Call Collect: (212) 929-5500 or Toll-Free (800) 322-2885 Email: proxy@mackenziepartners.com\n\n**Press Release #1**\n\n**Genco Shipping & Trading Limited Sends Letter\nto Shareholders from Chairman and CEO John Wobensmith**\n\n*Expresses Confidence in Strength of Business,\nMomentum Underway and Ability to Continue Generating Superior Returns and Shareholder Value*\n\n*Urges Shareholders to Vote FOR the Reelection\nof Genco’s Six Directors on the WHITE Proxy Card*\n\n*Recommends Shareholders Do NOT Tender Their Shares\ninto Diana’s Inadequate and Highly Conditional Offer*\n\n*Additional Information Available at www.GencoDrivesSuperiorReturns.com*\n\n**NEW YORK, May 18, 2026 (GLOBE NEWSWIRE) –** Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner\nfocused on the global transportation of commodities, today sent a letter to Genco shareholders from John Wobensmith, the Company’s\nChairman and Chief Executive Officer.\n\nHighlights from the letter include:\n\n•**Since 2021, Genco’s Board and management team have been\nimplementing Genco’s Comprehensive Value Strategy, resulting in $310 million or $7.16\nper share in dividends paid to shareholders, a growing fleet of premium earnings vessels\nand industry-low leverage and breakeven levels.**\n\n•**Following Genco’s success growing its Q1 dividend 133%\nyear over year, Genco has significant momentum and is positioned to continue delivering compelling\nreturns and dividend growth in Q2 and for the remainder of 2026.**\n\n•**Diana’s highly conditional tender offer is unchanged from\nits prior inadequate proposal, and the Genco Board recommends shareholders do not tender\ntheir shares.**\n\n•**Independent sell-side analysts continue raising their estimates\nof Genco’s net asset value (“NAV”), making Diana’s offer look even\nmore inadequate.**\n\n•**Allowing Diana’s handpicked nominees to take control of\nthe Board would introduce significant risks to Genco’s strategy, governance and future\nvalue creation.**\n\n•**The Board strongly believes that Genco’s underlying value\nand upside potential far exceeds what Diana is offering and that Genco’s current directors\nare the right group to continue leading Genco forward.**\n\nThe full text of the letter follows:\n\nDear Fellow Shareholders,\n\nI am writing to you personally to express my confidence in\nGenco’s future, and to detail why we need you to **take action** in connection with our upcoming Annual Meeting.\n\nYour vote on the **WHITE** proxy card **“FOR”**\nour Board nominees and in line with the Board’s other recommendations is critical. It will help ensure that Genco’s highly\nqualified, independent Board can continue implementing our strategy that has driven outperformance, meaningful returns and positioned\nthe Company for continued shareholder value creation.\n\n**Genco Is Driving Results Across the Business with Continued\nMomentum**\n\nGenco is operating from a position of strength. Over the past\nfive years, we have executed our Comprehensive Value Strategy, which continues to deliver tangible results for Genco shareholders.\n\nOur Board and management team developed this strategy with\na central idea: strong governance and disciplined capital allocation are critical for generating returns and value for shareholders. Our\nthesis has been proven, and, as a result, Genco has significantly increased its earnings power and dividend capacity.\n\nSince we began implementing our Comprehensive Value Strategy\nin April 2021, we have:\n\n•**Paid $310 million and $7.16 per share in dividends**. We have delivered 27 consecutive quarterly dividends — the longest\nuninterrupted streak in our industry.\n\n•**Grown our fleet of premium earning vessels.**We have invested $557 million in our fleet, enabling us to take advantage of a\nstrengthening drybulk market and enhance shareholders’ upside potential.\n\n•**Reduced our cash flow breakeven rate.**We have strengthened our balance sheet by paying down $119 million in debt, supporting\nGenco’s industry-low leverage and breakeven levels and increasing our ability to generate cash flow. As a result, we have a foundation\nto return capital to shareholders and take advantage of growth opportunities in various rate environments.\n\n**Our Recent Financial Performance Demonstrates that Our Strategy\nis Creating Value for Shareholders**\n\nWe are generating solid earnings and delivering significantly\nhigher dividends:\n\n•Genco generated net income of $9.3 million and adjusted EBITDA of $36.2 million in Q1 2026, 358% higher year-over-year1\n\n•We increased our first quarter dividend to $0.35 per share, up 133% year-over-year\n\n•Full year 2026 operating cash flow is projected to be nearly $200 million, which would be an increase of more than 2x versus the 2025\nlevel and the highest mark since 20222\n\n1 We believe the non-GAAP measure presented provides investors with a means of better evaluating\nand understanding the Company’s operating performance. Please see the end of this communication for a reconciliation table.\n\n2 2026 projections are based on our fixtures to date and assumes the forward freight\nagreement (FFA) curve for the balance of the year. For further details of the calculation of operating cash flow and our assumptions\nand qualifications, including estimated expenses and utilization rates, please see p. 39 of our Q1 2026 earnings presentation\nat https://investors.gencoshipping.com/overview/default.aspx.\n\n•We project a second quarter dividend of $0.70 per share, a 367% increase year-over-year2\n\n•Our dividend formula would produce a total dividend of $2.50 per share in 2026, assuming the forward freight curve for the balance\nof the year2\n\nWe have momentum and believe Genco is well positioned **to\ncontinue delivering compelling returns and dividend growth** in a strengthening drybulk market.\n\n**Our Highly Qualified Board is Committed to Strong Governance\nand Creating Shareholder Value**\n\nUnderlying everything we do at Genco are our industry-leading\ncorporate governance practices. We are the only U.S.-listed drybulk company with no related-party transactions benefiting insiders and\nhave been consistently ranked in the industry’s top quartile for governance practices.3\n\n**Our Board of Directors brings the right mix of experience,\nindependence and expertise to guide the Company forward.** Over time, we have thoughtfully and deliberately added highly qualified directors\nwith deep shipping, drybulk commodities, capital markets and other relevant business expertise.\n\nImportantly, as I noted, our Board has been the architect of\nGenco’s Comprehensive Value Strategy, which continues to drive our strong performance and returns today. While we are pleased with\nthe progress we have made, our Board remains open-minded in evaluating all opportunities to create additional value for shareholders.\n\nTo that end, we regularly review our performance and evaluate\nstrategic opportunities. Consistent with this approach, we proactively reached out to Diana Shipping in June 2024 to explore a potential\nbusiness combination.\n\nBeyond our prior engagements with Diana, we have also reviewed\nand considered a number of strategic opportunities — all through the prism of maximizing shareholder value. For example, our Board\nreviewed and rejected a proposal by Star Bulk Carriers Corp. to acquire Genco in July 2025 at a discounted price of $16 per share in cash\nand stock.\n\nLet me be clear: we would support a strategic transaction,\nbut we will not settle for one that undervalues Genco at the expense of our shareholders. **Any transaction must appropriately compensate\nour shareholders by reflecting the full underlying value of our assets and providing a meaningful control premium.**\n\nWe have been transparent about this standard and remain willing\nto engage with any party that meets it. Our strong and growing earnings and dividends only serve to further validate our rejection of\nthese fundamentally inadequate proposals. Our shareholders today are benefiting from our Board’s decisions.\n\n**The Situation with Diana**\n\nThis brings me to the current situation with Diana. Simply\nput, Diana is attempting to take control of Genco at a discount. They have rapidly accumulated Genco shares, made a series of inadequate\nproposals, launched a conditional tender offer and are now seeking to replace your Board through a proxy contest.\n\n3 As rated by Webber Research.\n\nWe strongly believe the value and upside of your Genco investment\nfar exceeds what Diana is offering and that our Board is the right group to continue leading Genco.\n\n•**Diana’s tender offer is inadequate and highly conditional.**Genco’s Board reviewed the offer and recommends shareholders\nnot tender their shares. The $23.50 per share price is unchanged from Diana’s prior inadequate proposal, is well below the value\nof our assets, does not provide a control premium and is below Genco’s current trading price. In addition, the numerous conditions\nattached to the offer make it highly unlikely to be completed, rendering it illusory.\n\nWe note that independent sell-side analysts who follow our\nindustry continue raising their estimates of Genco’s net asset value (“NAV”), making Diana’s offer look even more\ninadequate. Today, the mean sell-side analyst NAV estimate is $26.54, and the current median analyst estimate is $26.80 in a period of\nrising asset values across the industry.4\n\n•**Diana’s handpicked nominees would jeopardize our progress.**Allowing Diana’s handpicked nominees to take control\nof our Board would remove our highly qualified directors and introduce significant risks to Genco’s strategy, governance and future\nvalue creation.\n\nDiana has made a number of false and misleading statements\nas part of its takeover campaign. Don’t be fooled — **Diana is simply trying to distract from the inadequacy of its offer**.\n\nYou can find the facts about Diana’s history\nof value destructive self-dealing, the reasons its nominees shouldn’t be trusted and why they are unfit to serve on our\nBoard at www.gencodrivessuperiorreturns.com.\n\n**Protect Your Genco Investment**\n\nAt this critical juncture, there are two important actions\nwe urge you to take:\n\n•**Vote the WHITE proxy card today:** You should vote **“FOR”** the reelection of Genco’s six directors and\naccording to the Board’s other recommendations on the Company’s **WHITE** proxy card, **“WITHHOLD”** on\nDiana’s nominees and **“AGAINST”** Diana’s shareholder proposals. You can vote by telephone, online, or by\nsigning, dating and returning the WHITE proxy card in the postage-paid envelope provided. By doing so, you will enable us to continue\nexecuting our strategy and delivering value through dividends and growth in a strengthening drybulk market.\n\n•**Do NOT tender your shares into Diana’s offer:** Don’t give away your shares at an inadequate price for an offer that\nmay not be completed.\n\nTo reiterate, we remain open to engaging with any party –\nincluding Diana – if they present a proposal that fully and fairly compensates our shareholders. To date, Diana has **not**\ndone so. **Instead, we believe Diana’s intent is clear: gain control of YOUR company without paying YOU full value for YOUR investment.**\n\n**Genco’s Future is Bright, but it Requires You to Take\nAction Today**\n\n4 Calculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities,\nDeutsche Bank and Pareto.\n\nOur Comprehensive Value Strategy is working. Our business is\nstrong. We are well positioned to continue delivering substantial dividends and driving growth in a favorable market backdrop.\n\n**To capture the upside of your Genco investment, you need\nto vote FOR Genco’s directors on the WHITE proxy card and reject Diana’s inadequate and highly conditional tender offer.**\n\nThank you for your continued trust and support.\n\nSincerely,\n\nJohn Wobensmith\n\nChairman of the Board and Chief Executive Officer\n\nAdditional shareholder resources regarding the 2026 Annual Meeting\nof Shareholders can be found here: www.GencoDrivesSuperiorReturns.com.\n\nJefferies LLC is acting as financial advisor to Genco and Herbert Smith\nFreehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special\nadvisor to the Board of Directors.\n\n**About Genco Shipping & Trading Limited**\n\nGenco Shipping & Trading Limited is a U.S. based drybulk ship owning\ncompany focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel\nproducts, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet\nof dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax\nvessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of\n12.6 years and an aggregate capacity of approximately 4,935,000 dwt.\n\n**Forward-Looking Statements**\n\nThis communication contains statements that may constitute forward-looking\nstatements. These statements include, but are not limited to: statements related to the Company’s views and expectations regarding\nDiana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and objectives of management or\nthe 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\n\nability of Genco and its shareholders to recognize the anticipated benefits\nof any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation\nthe amount that our Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time\nin our filings with the SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent\nreports on 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 by the\nBoard of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company\nand its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking\nstatements included in this communication represent the Company’s views as of the date of this communication and these views could\nchange. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims\nany obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon\nas representing the Company’s views as of any date subsequent to the date of this communication.\n\n**Important Information for Investors and Shareholders**\n\nThis communication does not constitute an offer to buy or solicitation\nof an offer to sell any securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC (available\n[here](https://www.sec.gov/Archives/edgar/data/1326200/000093041326001621/c116390_sc14d9.htm)). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to\nshareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION\nSTATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY\nWHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation\nstatement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge\nat the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in\nthe “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by\ncontacting Peter Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.\n\n**Important Additional Information and Where to Find It**\n\nThe Company has filed a definitive proxy statement on Schedule\n14A, an accompanying WHITE proxy card, and other relevant documents with the SEC in connection with the solicitation of\nproxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S\nSHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS\nTHERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN\nTHEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement,\nan accompanying WHITE proxy card, any amendments or supplements to the definitive proxy statement, and other documents\nthat 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”\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 interest\nexpense, taxes, and depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure\nof operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across\npeers. Our management uses EBITDA as a performance measure in consolidating internal financial statements and it is presented for review\nat our board meetings. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results\nin significant depreciation and cost of financing. EBITDA presents investors with a measure in addition to net income to evaluate our\nperformance 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\nan alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP.\nEBITDA is not a measure of liquidity or cash flows as shown in our consolidated statement of cash flows. The definition of EBITDA used\nhere 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 period,\nas 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\nin that period.\n\n3)We define ownership days as the aggregate number of days in a period during which each vessel in our fleet\nhas 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\nthe 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 third-party\nvessels.\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 upgrades\nor special surveys. Companies in the shipping industry generally use available 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 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 number\nof days that the vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate\nnumber 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 number\nof 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 gain\nor losses on fuel hedges, divided by the number of the available days of our owned fleet during the period**.** TCE rate is not an\nitem recognized by U.S. GAAP (i.e., it is a non-GAAP measure). However it is a common shipping industry performance measure used primarily\nto compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire\nrates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters\ngenerally are expressed in such amounts. Our estimated TCE for the second quarter of 2026 is based on fixtures booked to date. Actual\nresults may vary based on the actual duration of voyages and other factors. Accordingly, we are unable to provide, without unreasonable\nefforts, a reconciliation of estimated TCE for the second quarter to the most comparable financial measures presented in accordance with\nGAAP.\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 insurance\nexpenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other\nmiscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the\nrelevant period.\n\n**Operating Cash Flow**\n\nOperating cash flow is a non-GAAP financial measure. We believe the\nnon-GAAP measure presented provides investors with a means of better evaluating and understanding the Company’s operating performance.\nActual results may vary based on the actual duration of voyages and other factors. Accordingly, we are unable to provide, without unreasonable\nefforts, a reconciliation of our 2026 projected operating cash flow to the most comparable financials measures presented in accordance\nwith GAAP.\n\n**Investor Contact**\n\nPeter Allen\n\nChief Financial Officer\n\nGenco Shipping & Trading Limited\n\n(646) 443-8550\n\n** **\n\n**Media Contact**\n\nLeon Berman\n\nIGB Group\n\n(212) 477-8438\n\nlberman@igbir.com\n\n**Press Release #2**\n\n** **\n\n**Genco Shipping & Trading Limited Responds to\nDiana’s Latest Misleading Claims and Gamesmanship**\n\n* *\n\n*Diana Shows its Hand Through Recent Stock Sales Underscoring\nIts Lack of Commitment to Creating\nValue for Genco Shareholders*\n\n** **\n\n*Diana’s Low-Ball Offer Continues to Undervalue\nGenco’s Assets and Business and Fails to Provide a\nControl Premium*\n\n* *\n\n*Diana May Attempt to “Empty Vote” Shares\nthey No Longer Own*\n\nNEW YORK, May 18, 2026 -- Genco Shipping & Trading Limited (NYSE:GNK)\n(“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused on the global transportation\nof commodities, today issued the following statement in response to Diana’s latest misleading press release:\n\nGenco continues to outperform the market and peers, including\nDiana, because of the successful execution of the Board and management team’s Comprehensive Value Strategy. Genco shareholders are\npoised to continue benefiting from robust dividend payments and increasing valuations in a strengthening drybulk market.\n\nWe are surprised to see Diana selling shares during a time of\nrising asset values across the industry. The Genco Board of Directors believes Diana’s decision to sell Genco’s stock raises\nquestions of manipulation for the following reasons:\n\n·Diana put out a baseless stock price target in an attempt\nto drive down the price of Genco shares.\n\n·Diana is selling shares to make a short-term profit, despite\ntheir stated interest in acquiring the entire Company at a fair price.\n\n·Diana is threatening the market, claiming to be a seller\nwithout simultaneously disclosing the volume, timing, price or manner of such stock sales.\n\nDespite Diana’s claims, we believe Genco’s share\nprice trajectory has not been affected by Diana’s inadequate offers and proposals. Since Diana’s initial offer, Genco’s\nstock price has trended in line with peers during a period of rising valuations and freight rates across the industry. As a shipowner\nand operator, Diana should be well aware of increasing values across the drybulk sector even if their strategic decisions are preventing\nthem from capturing upside in this market.\n\nIn fact, in today’s disclosure, Diana now admits that valuations\nhave risen. They cite a net asset value (“NAV”) for Genco that is higher than they recently claimed and higher than their\noffer to Genco shareholders. It is also still lower than Genco’s mean sell-side analyst NAV estimate of $26.54 and the current median\nanalyst estimate of $26.80.[1](#note_ftn1)\n\nWe urge Genco shareholders not to be misled. Diana continues\nto seek to acquire the Company on the cheap. The Board unanimously rejected Diana’s tender offer after receiving opinions from both\n\n1 Calculated based on NAV estimates published by SEB, Clarkson Securities, Fearnley Securities, Deutsche Bank and\nPareto.\n\nJefferies and Morgan Stanley, each confirming that the offer was inadequate from a financial point of view.\n\nIn addition to the stock sales they are claiming to have made,\nDiana may also now attempt to vote shares they sold at the 2026 Annual Meeting of Shareholders to the extent they owned those shares as\nof the record date (“empty voting”).\n\nThe Genco Board of Directors continues to recommend that Genco\nshareholders reject Diana’s wholly inadequate $23.50 tender offer by not tendering their shares. The Board urges shareholders to\nprotect their investments by voting **“FOR”** the reelection of Genco’s six directors and according to\nthe Board’s other recommendations on the Company’s **WHITE** proxy card, **“WITHHOLD”** on\nDiana’s nominees and **“AGAINST”** Diana’s shareholder proposals.\n\nJefferies LLC is acting as financial advisor to Genco and Herbert Smith\nFreehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special\nadvisor to the Board of Directors.\n\n** **\n\n**About Genco Shipping & Trading Limited**\n\nGenco Shipping & Trading Limited is a U.S. based drybulk ship owning\ncompany focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel\nproducts, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet\nof dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax\nvessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of\n12.6 years and an aggregate capacity of approximately 4,935,000 dwt.\n\n**Forward-Looking Statements**\n\nThis communication contains statements that may constitute forward-looking\nstatements. These statements include, but are not limited to: statements related to the Company’s views and expectations regarding\nDiana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and objectives of management or\nthe 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\n\nreserves under our dividend policy; and (v) other factors listed from time to time in our filings\nwith the SEC, 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 under\nany credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board\nof Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and\nits shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking\nstatements included in this communication represent the Company’s views as of the date of this communication and these views could\nchange. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims\nany obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon\nas representing the Company’s views as of any date subsequent to the date of this communication.\n\n** **\n\n**Important Information for Investors and Shareholders**\n\nThis communication does not constitute an offer to buy or solicitation\nof an offer to sell any securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC (available here).\nAny solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders.\nTHE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT\n(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY\nBECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation\nstatement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge\nat the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking\nthe “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/,\nor by contacting Peter Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the\nSEC.\n\n**Important Additional Information and Where to Find It**\n\nThe Company has filed a definitive proxy statement on Schedule 14A, an\naccompanying WHITE proxy card, and other relevant documents with the SEC in connection with the solicitation of proxies\nfrom the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE\nSTRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY\nCARD, 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 definitive proxy statement, an accompanying WHITE proxy card, any amendments\nor supplements to the definitive proxy statement, and other documents that the Company files with the SEC at no charge from the SEC’s\nwebsite at www.sec.gov. Copies will also be available at no charge by clicking the\n“SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.\n\n**Investor Contact**\n\nPeter Allen\n\nChief Financial Officer\n\nGenco Shipping & Trading Limited\n\n(646) 443-8550\n\n** **\n\n**Media Contact**\n\nLeon Berman\n\nIGB Group\n\n(212) 477-8438\n\nlberman@igbir.com\n\n**LinkedIn Post**\n\n**Genco Shipping & Trading Limited**\n\nGenco shareholders: check out the letter from our Chairman and\nCEO, John C. Wobensmith, that we mailed today. In the letter, John highlights his optimism about Genco’s future and how the\nsuccessful execution of Genco’s Comprehensive Value Strategy has positioned Genco to continue to drive outperformance,\nmeaningful returns and shareholder value creation.\n\nThe letter also emphasizes important actions shareholders can take to\nprotect their investment and future returns by:\n\n•Rejecting Diana Shipping’s highly conditional, inadequate tender offer; and\n\n•Voting FOR Genco’s directors and in line with the Board’s other recommendations on the WHITE proxy card.\n\nYou can read the full letter here: https://lnkd.in/eq3SE5mv\n\nAdditional information, including voting instructions and legal\ninformation, can be found here: https://lnkd.in/eD4rq8Js\n\n#VoteForGenco #CorporateGovernance #ShareholderValue #Maritime #Shipping\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 SEC, 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 under\nany credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board\nof Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and\nits shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations,\nrequired capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. In addition, the forward-looking\nstatements included in this communication represent the Company’s views as of the date of this communication and these views could\nchange. However, while the Company may elect to update these forward-looking statements at some point, the Company specifically disclaims\nany obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon\nas representing the Company’s views as of any date subsequent to the date of this communication.\n\n**Important Information for Investors and Shareholders**\n\n** **\n\nThis communication does not constitute an offer to\nbuy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9\nwith the SEC (available [here](https://www.sec.gov/Archives/edgar/data/1326200/000093041326001621/c116390_sc14d9.htm)).\nAny solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders.\nTHE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT\n(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY\nBECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation\nstatement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge\nat the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in\nthe “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by\ncontacting Peter Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.\n\n** **\n\nImportant Additional Information and Where\nto Find It\n\nThe Company has filed a definitive proxy\nstatement on Schedule 14A, an accompanying **WHITE** proxy card, and other relevant documents with the SEC in connection with\nthe solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S\nSHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),\nTHE ACCOMPANYING **WHITE** PROXY CARD,\n\nAND ANY OTHER DOCUMENTS FILED OR TO BE\nFILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of\nthe definitive proxy statement, an accompanying **WHITE** proxy card, any amendments or supplements to the definitive proxy\nstatement, and other 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 at no charge by clicking the “SEC Filings” link in the “Financials” section of\nthe Company’s investor relations website at https://investors.gencoshipping.com/.\n\n**Certain Information Regarding Participants\nin the Solicitation**\n\nThe Company, its independent directors (Paramita Das; Kathleen C. Haines;\nBasil G. Mavroleon; Karin Y. Orsel; and Arthur L. Regan) and certain of its executive officers (John C. Wobensmith, Chairman of the Board,\nChief Executive Officer and President; Peter Allen, Chief Financial Officer; Joseph Adamo, Chief Accounting Officer; and Jesper Christensen,\nChief Commercial Officer) and other employees are deemed “participants” (as defined in Schedule 14A under the Exchange Act\nof 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered\nat the Company’s 2026 Annual Meeting of Shareholders. Information regarding the names of the Company’s directors and executive\nofficers and certain other individuals and their respective interests in the Company, by security holdings or otherwise, is set forth\nin the sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Summary Compensation\nTable,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s definitive proxy\nstatement on Schedule 14A in connection with the 2026 Annual Meeting of Shareholders, filed with the SEC on May 7, 2026 (available [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/1326200/000093041326001509/c116272_defc14a-ixbrl.htm)).\nSuch filings will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section\nof the Company’s investor relations website at https://investors.gencoshipping.com/.\n\nAny subsequent updates following the date hereof to the information regarding\nthe identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in\nother materials to be filed with the SEC in connection with the 2026 Annual Meeting of Shareholders, if and when they become available.\nThese documents will be available free of charge as described above."}