Diana Shipping Inc. Sends Open Letter To Genco Shipping & Trading Shareholders

13 Apr 2026 20:38 CEST

Calls Out Genco Board's Five-Month Refusal to Engage on Fully Financed, All-Cash
Offer Delivering Certain, Premium Value at Cyclically High Asset Values

Refutes Genco’s Campaign of Misinformation Regarding Diana’s Financing, State of
the Business, Performance, Nominees and Governance

Details Genco Board and Management’s Deliberate Pattern of Entrenchment Designed
to Preserve Roles and Executive Compensation at the Expense of Shareholders

Urges Genco Shareholders to Elect Diana's Six Independent Director Nominees at
Genco's 2026 Annual Meeting

Athens, Greece – April 13, 2026 – Diana Shipping Inc. (NYSE: DSX) (“Diana” or
“the Company”), a global shipping company specializing in the ownership and
bareboat charter-in of dry bulk vessels that owns approximately 14.8% of the
outstanding shares of common stock of Genco Shipping & Trading Limited (NYSE:
GNK) (“Genco”), today sent a letter to Genco shareholders in connection with its
campaign to elect six independent director nominees to Genco's Board of
Directors (the "Genco Board") at the Genco's 2026 Annual Meeting of
Shareholders, the date of which Genco has yet to announce.

The letter details the compelling value of Diana's fully financed, all-cash
$23.50 per share offer, rebuts a series of factually unfounded claims the Genco
Board has made in its recent public communications, and exposes the Genco
Board's deliberate pattern of entrenchment — including the unilateral adoption
of a poison pill, the formation of an undisclosed Special Committee, a secret
Employee Retention Plan, and the delay in setting an annual meeting date. As a
result of this entrenchment, there has been no meaningful engagement regarding a
transaction that would deliver certain, premium value to Genco shareholders.
Diana believes this entrenchment is driven by the Genco Board and management
team's determination to protect their roles and compensation packages.

Diana has filed a preliminary proxy statement with the Securities and Exchange
Commission to nominate six highly qualified, independent director candidates —
Gustave Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria
Poziopoulou, and Quentin Soanes — for election to the Genco Board at the 2026
Annual Meeting of Shareholders. Diana intends to file a definitive proxy
statement in due course and will provide further information regarding voting
instructions at that time.

The full text of Diana’s letter to shareholders is below.

April 13, 2026

Dear Fellow Genco Shareholder:

Diana Shipping Inc. ("Diana") is Genco Shipping & Trading Limited's ("Genco" or
the “Company”) largest shareholder, owning approximately 14.8% of its
outstanding shares, and we are writing to you about a matter that has a direct
impact on the value of your investment.

Since November 2025, Diana has been seeking to engage with Genco's Board of
Directors (the "Genco Board") to negotiate an acquisition of Genco following our
fully financed, all-cash offer that would provide all shareholders with an
immediate opportunity to realize an attractive, premium value for their shares —
at cyclically high drybulk asset values that are at or near 15-year highs. For
five months, the Genco Board has refused to engage with us in any meaningful
way, blatantly ignoring its fiduciary duty to consider options with the
potential to enhance the value of your investment.

Unfortunately, rather than exploring a potential transaction with Diana, the
Genco Board has not only rejected our proposals without any meaningful dialogue
but has also attempted to distract shareholders from this attractive opportunity
through misleading statements in its public announcements.

It is critical that you have the facts and know how we plan to move forward.

DIANA’S OFFER DELIVERS CERTAIN, PREMIUM VALUE IN CASH

On November 24, 2025, we submitted an initial proposal to the Genco Board to
acquire all outstanding Genco shares not already owned by Diana for $20.60 per
share in cash. The Genco Board took more than six weeks to respond and, when it
finally did, rejected the proposal without any substantive engagement.

On March 6, 2026, we presented an increased offer of $23.50 per share. The
increased offer is backed by $1.433 billion in fully committed financing
arranged by DNB Carnegie and Nordea, with participation from DNB, Nordea, BNP
Paribas, Standard Chartered, Deutsche Bank and Danske Bank. The offer was made
in partnership with Star Bulk Carriers Corp. (Nasdaq: SBLK) (“Star Bulk”), which
has entered into a definitive agreement to acquire 16 Genco vessels for $470.5
million in cash upon completion of Diana’s acquisition of Genco.

The increased offer of $23.50 per share is approximately 1.0x net asset value
(“NAV”) – the key valuation measure for the drybulk sector – based on the fleet
values Genco itself reported in its Q4 2025 presentation[1] on February 18,
2026. This is a compelling price, as Genco’s share price has historically traded
at an average discount of 30% to NAV since 2020.

The Genco Board rejected our increased offer without any inquiry.

DO NOT BE MISLED BY GENCO’S CAMPAIGN OF MISINFORMATION

Rather than engage on the merits, the Genco Board has responded to our offer
with a series of factually unfounded claims designed to distract you from what
is important. Each deserves to be addressed directly so that you are not misled
by your Board.

• State of the Business: Genco Chairman, Chief Executive Officer and President
John Wobensmith recently told you that “Our business has never been stronger.”
Before accepting that assertion at face value, shareholders should know that
Wobensmith was the Chief Financial Officer of Genco at the time of its Chapter
11 bankruptcy filing in April 2014. On November 7, 2013 — less than six months
prior to filing for bankruptcy — on Genco’s Q3 2013 earnings call, Wobensmith
told shareholders that the drybulk market was “in the first inning of a
recovery.”[2] That claim proved to be very wrong, to the detriment of Genco’s
then-shareholders who were wiped out during the bankruptcy. We urge shareholders
to consider Wobensmith's track record before taking his word that the business
has never been stronger — and to ask why, if that is truly the case, the Genco
Board refuses to come to the table and demonstrate it.

• Financing: Genco argued that only $1.102 billion of our $1.433 billion
commitment was firm — a deliberate misrepresentation. That amount alone is
sufficient to complete the transaction, but we received a commitment for an
additional $331 million related exclusively to a voluntary refinancing of
Diana's existing debt that would have no bearing on our ability to complete the
acquisition. There is no financing risk. There is no execution risk. There is
cash, at a meaningful premium — available now.

• Performance: In its recent letter, Genco deceptively characterizes the proxy
contest as a choice between Diana and the current Genco Board and management
based on total shareholder returns. Since Diana is offering an all-cash
consideration of $23.50 per share, Genco shareholders will NOT become Diana
shareholders. The comparison is, therefore, completely irrelevant and a
deliberate distraction designed to obscure the only question that matters: is
$23.50 per share in cash at a meaningful premium worth coming to the table for a
serious negotiation? The answer is unequivocally “YES.”

• Engagement: Genco claims that its Board and management team have attempted to
engage constructively with Diana, including through communications with Diana’s
management team and advisors. This could not be further from the truth. Not once
in five months has a representative of Genco, its Board, or its advisors
requested a meeting to discuss our proposal or initiated any substantive
conversation to review our proposal. Instead, Genco and its Board deceptively
claim to have sought to engage with us on “alternative transaction structures”
in which Genco would use its cash and issue shares to acquire Diana. The truth
is that Genco never provided any details or substance regarding these
“alternatives” mentioned in its January 13, 2026 press release other than
insisting that any combined company be led by the Genco Board and management
team. Regardless, we are firmly committed to our $23.50 per share offer and
have sent Genco a merger agreement reflecting this price in a form we are
prepared to sign. Any claim otherwise is merely a scare tactic by a Board that
is running out of excuses.

• Diana’s Nominees: Genco suggested our nominees would approve a transaction
below the current offer price. This is baseless and absurd. Our nominees are
highly regarded independent professionals who, if elected, will seek to ensure
Genco shareholders receive the highest possible value for their investment,
whether through a transaction with Diana or otherwise. They have deep experience
as board directors and have demonstrated commitments to honoring their fiduciary
requirements.

• Governance: Genco accused Diana of related party transactions, but any such
transaction is fully disclosed in Diana's SEC filings and in any case is
entirely irrelevant to the matter at hand. Diana is offering all cash to Genco
shareholders at the closing of this transaction.

• Star Bulk: Genco has also raised concerns about Diana's agreement with Star
Bulk. This too has no bearing on Genco shareholders, who will receive $23.50 per
share in cash at closing regardless of what Diana does with the fleet
thereafter. This is simply another desperate attempt by Genco to distract from
the merits of our offer.


UNFORTUNATELY, THE GENCO BOARD HAS CHOSEN ENTRENCHMENT OVER ENGAGEMENT

The Genco Board has presided over years of the Company trading at a persistent
discount to NAV and now, when the Company's largest shareholder has presented
all-cash offers in line with Genco's implied NAV, the entrenched Genco Board has
declined to engage in any way.

It is clear that the reason for their refusal to negotiate with Diana is that
doing so could jeopardize their ability to continue leading Genco and collect
their current pay packages. As indicated in Genco’s proxy statement,
Wobensmith’s compensation has nearly doubled since 2020, as has the total
compensation of the Company’s top four executives.[3]

To further entrench themselves, the Genco Board has, on its own and without
seeking approval from shareholders, adopted a poison pill — and subsequently
amended it to lower the triggering threshold to 10%. This prevents Diana from
acquiring any shares you may wish to sell, which is a deliberate mechanism to
deny you the opportunity to decide for yourself whether Diana’s offer represents
compelling value.

You should also consider that on January 13, 2026, the Genco Board announced
that it had formed a Committee of Independent Directors to consider Diana’s
offer without disclosing the conflict or other factors that may have led to the
establishment of the committee. The chair and members of that committee have
also not been disclosed — nor has the committee disclosed whether it has engaged
independent legal counsel or financial advisors. It is this committee that
appears to be responsible for Genco’s non-specific mention of “alternative
transaction structures” for a combined company led by the Genco Board and
management team — a suggestion offered without any price, terms, or substance.
The committee appears to be nothing more than cover for John Wobensmith and his
Board colleagues to further entrench themselves.

Moreover, in February 2026 Genco disclosed in a regulatory filing that its
Board, on the unanimous recommendation of its purportedly independent
Compensation Committee, had adopted a new plan, which it referred to as an
“Employee Retention Plan,” intended to enhance the Company’s severance
arrangements “for a broad group of employees across multiple organizational
levels.” The filing did not identify the plan participants (other than John
Wobensmith, Chief Financial Officer Peter Allen, and Chief Commercial Officer
Jesper Christensen) nor did it disclose the cost of the enhanced severance to
Genco or its shareholders. It was only after our lawyers made a formal demand
that Genco disclosed a copy of the new plan and revealed that the plan expanded
the circumstances under which Mr. Wobensmith and other members of senior
management would be entitled to a payout. Under the new plan adopted by the
Genco Board (upon the recommendation of the “independent” Compensation
Committee), Mr. Wobensmith would be entitled to a payout even if less than a
majority of Genco Board is changed or if he so much as loses the title of Genco
Board Chairman that was recently bestowed on him. What’s more, Genco continues
to resist disclosing to Genco’s shareholders the plan participants (other than
senior management) and the potential cost of the plan, which would negatively
impact NAV and shareholder value.

Genco has yet to announce the date of its 2026 Annual Meeting of Shareholders —
a conspicuous departure from its own established practice. In each of the past
three years, Genco mailed its proxy statement in early-to-mid April and held its
Annual Meeting in May. As of today, April 13, 2026, Genco has not filed its
proxy statement, set a record date, or announced a meeting date. We believe this
is a deliberate attempt by the Genco Board to further entrench themselves by
delaying your ability to vote for the directors who you believe will act in your
best interests.

In the five months since our initial offer, the Genco Board has not conducted
itself in a manner befitting a board committed to acting in your best interests.
The Genco Board has failed its fiduciary obligation twice, and the entrenchment
driving that failure deserves to be addressed. We cannot accept that the Board
of a U.S.-listed public company would refuse to take a single meeting or call
with its largest shareholder to discuss a fully financed, all-cash acquisition
offer at a meaningful premium.

STAND WITH YOUR FELLOW SHAREHOLDERS — ELECT A BOARD COMMITTED TO YOUR INTERESTS

Genco shareholders deserve better stewards of their investments. Given the Genco
Board's refusal to engage with Diana regarding our firm $23.50 per share offer
and entrenchment tactics, we are committed to electing independent directors who
will act in the best interests of all shareholders by exploring all meaningful
opportunities for value creation. At the Company's 2026 Annual Meeting of
Shareholders you will have the opportunity to elect directors committed to
strong shareholder governance who will ensure every strategic alternative to
deliver shareholder value is fully and fairly considered.

We have filed a preliminary proxy statement with the Securities and Exchange
Commission to nominate six highly qualified, independent director nominees —
none of whom are affiliated with Diana — Gustave Brun-Lie, Paul Cornell, Chao
Sih Hing Francois, Jens Ismar, Viktoria Poziopoulou, and Quentin Soanes — who
bring deep and complementary experience across dry bulk shipping, finance,
mergers and acquisitions, and corporate governance. They each share one
commitment: ensuring the Genco Board fulfills its fiduciary obligation to
evaluate all value-maximizing alternatives.

We urge you to join us in voting for each of our six nominees — Gustave
Brun-Lie, Paul Cornell, Chao Sih Hing Francois, Jens Ismar, Viktoria
Poziopoulou, and Quentin Soanes — and withhold on Genco's nominees at Genco’s
Annual Meeting of Shareholders.

The future of Genco belongs to its shareholders — not to an entrenched board
that has spent five months avoiding the conversation you deserve them to have.

Sincerely,

Semiramis Paliou
Chief Executive Officer and Director
Diana Shipping Inc.

About Diana Shipping Inc.

Diana Shipping Inc. (NYSE: DSX) is a global provider of shipping transportation
services through its ownership and bareboat charter-in of dry bulk vessels...

[1]Source: Genco Shipping & Trading Limited, Q4 2025 Earnings Presentation,
slide 6. Available at:

https://s29.q4cdn.com/147998086/files/doc_financials/2025/q4/Genco-Q4-2025-Earni
ngs-Presentation.pdf

[2]S&P Capital IQ: FQ3 2013 Earnings Call Transcripts: Genco Shipping & Trading
Limited

[3]Genco Shipping & Trading Limited definitive proxy statement from 2021-2025
filed with the SEC

More information:
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670508_Diana Shipping Letter to Genco Shareholders 4.13.26.pdf