Diana Shipping Inc. Launches Tender Offer to Acquire All Outstanding Shares of Genco Shipping & Trading for $23.50 Per Share in Cash

04 May 2026 13:51 CEST

Brings Offer Directly to Genco Shareholders After Genco Board's Five-Month
Refusal to Engage on Fully Financed, All-Cash Proposals, Denying Shareholders
the Opportunity to Realize Meaningful, Immediate Value

Offer Represents a Compelling 31% Premium to Genco's Undisturbed Share Price and
is Priced at Approximately 1.0x NAV at Cyclically High Asset Values

Diana Urges Genco Shareholders to Tender Their Shares

Athens, Greece – May 4, 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 announced that it has commenced a tender offer (the “Offer”)
through its wholly-owned subsidiary, 4 Dragon Merger Sub Inc. (the "Purchaser"),
to purchase all outstanding shares of Genco common stock at $23.50 per share in
cash. The Offer is scheduled to expire at 5:00 p.m., New York City time, on June
2, 2026, unless extended.

The Offer is being made directly to Genco shareholders after the Genco Board of
Directors' (the "Genco Board") five-month refusal to engage on Diana's fully
financed, all-cash proposals to acquire Genco. Diana submitted its initial
proposal of $20.60 per share on November 24, 2025, and increased it to $23.50
per share on March 6, 2026. The Genco Board rejected both proposals without any
engagement — a pattern of entrenchment designed to protect the Board and
management's roles and pay packages at the expense of shareholders.

The Offer is not subject to any financing condition. Diana has obtained $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. Diana has also entered into a definitive agreement with Star
Bulk Carriers Corp. (Nasdaq: SBLK) to sell 16 of Genco's vessels for $470.5
million in cash upon completion of the acquisition.

Semiramis Paliou, Diana’s Chief Executive Officer, commented:

"We have spent five months seeking to engage with the Genco Board on a
transaction that would deliver certain, premium value to Genco shareholders at
cyclically high asset values. The Genco Board has refused every attempt — not a
single meeting, not a single phone call — and has not responded to the merger
agreement we delivered. We are now taking our offer directly to the people it is
designed to benefit: Genco shareholders. The Offer is fully financed, there is
no execution risk, and there is no financing condition. We urge Genco
shareholders to tender their shares and take an important step toward realizing
the value they deserve."

Genco shareholders should consider the following before the Genco Board denies
them the opportunity to decide for themselves:
• Price: The all-cash offer of $23.50 per share represents a 31% premium to
Genco's undisturbed closing price on November 21, 2025, and approximately 1.0x
NAV based on the fleet values Genco itself reported in its fourth quarter 2025
earnings presentation. Genco's shares have historically traded at an average 30%
discount to NAV since 2020. Diana's offer eliminates that discount permanently,
in cash.

• Value vs. Dividends: Even if Genco continued paying a $0.50 dividend as it did
in the first quarter of 2026, it would take shareholders more than 11 years to
receive through dividends what Diana is now offering in cash at closing. At
Genco's five-year average distribution of $1.27 per share, the implied payback
period exceeds 18 years — with a fleet carrying an average age of 12.5 years.

• Shareholder Choice: Genco's own poison pill — adopted without shareholder
approval — has been specifically designed to prevent shareholders from tendering
their shares or Diana from acquiring additional shares. By commencing this
tender offer, Diana is giving shareholders the direct opportunity to express
their support for this transaction that the Genco Board has sought to deny them.

• Readiness: Diana has included in its Offer documents a draft merger agreement
reflecting the $23.50 per share offer price substantially in a form Diana is
prepared to sign. The Genco Board has not responded since first receiving a
version of this document on April 13, 2026. Diana is ready to move forward
expeditiously with this transaction — the only thing standing in the way is a
Board that refuses to act in its shareholders' best interests.

Separately, Diana has nominated six highly qualified independent director
nominees — 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. These candidates share a commitment to
ensuring the Genco Board fulfills its fiduciary obligation to evaluate all
value-maximizing alternatives. Unfortunately, Genco has yet to announce the date
of the meeting and its record date despite having reserved three separate record
dates. Diana believes this delay is a deliberate attempt by the Genco Board to
deny shareholders a voice in the future of their company.

Information Regarding the Offer

The Offer is conditioned upon, among other things: (i) Genco entering into a
definitive merger agreement with Diana substantially in the form of the merger
agreement included with the Offer documents; (ii) Genco shareholders validly
tendering a majority of Genco's outstanding shares on a fully diluted basis;
(iii) the termination or inapplicability of Genco's shareholder rights plan;
(iv) the Genco Board's approval of the transaction under certain affiliate
transaction provisions in Genco’s charter and (v) other customary conditions.
Satisfaction of the merger agreement condition, the shareholder rights plan
condition and the affiliate transaction condition is solely within the control
of Genco and the members of the Genco Board.

If the Offer is successfully completed, Diana intends to consummate a
second-step merger as promptly as practicable, in which any remaining Genco
shareholders who did not tender their shares in the Offer would receive the same
$23.50 per share in cash that was paid in the Offer. As a result, if the Offer
is completed and the second-step merger is consummated, all Genco shareholders —
whether or not they tender their shares — would receive $23.50 per share in
cash. Importantly, shareholders who tender in the Offer may receive their cash
sooner than those whose shares are acquired in the second-step merger.

The Offer to Purchase and related Letter of Transmittal are being mailed to
Genco shareholders and will be filed with the U.S. Securities and Exchange
Commission. Copies of these materials will be available at no charge on the
SEC's website at www.sec.gov.

Questions and requests for assistance regarding the Offer may be directed to
Okapi Partners LLC, the information agent for the Offer, toll-free at (855)
305-0857 or by email at info@okapipartners.com.

More information:
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672283_Final Diana Tender Offer Release 5-4-26.pdf