Diana Shipping Inc., a global shipping company that specializes in the ownership and chartering of dry bulk vessels and is the largest shareholder of Genco Shipping & Trading Limited (NYSE: GNK) (“Genco”), today addressed Genco’s continued use of shifting valuation criteria as an excuse to avoid participating with Diana’s all-funded, all-cash offer of $24.80 per share.
Diana consistently offered to acquire Genco at approximately 1.0x its net asset value, which was calculated based on the same VesselsValue broker valuations that Genco itself has used for more than five years, including for purposes of calculating the market value of Genco’s fleet in its Q4 2025 earnings presentation published in February 2026, which remains available on Genco’s website. As Jinko became increasingly desperate in its six-month campaign to avoid dealing with Diana, rather than negotiating in good faith, it adopted a valuation methodology relying on a range of sell-side analyst estimates that it had not previously used for this purpose, with Jinko separately calculating the market value of its fleet for its first-quarter 2026 earnings presentation based on valuations from two unnamed brokers. While Genco correctly notes that NAV estimates are intended to reflect the company’s liquidation value, the company’s NAV estimates that those promoting Genco fail to take into account the cost of selling and liquidating Genco’s fleet, including brokerage fees and huge severance expenses that Genco will incur under its recently approved “retention plan.” The Board of Directors of Genco (“Ginco Board”) uses self-serving and misleading NAV numbers to avoid engagement, manufacture a basis for disapproval, and further entrench itself rather than maximize value for the shareholders they are supposed to serve.
Beyond Genco’s variable NAV methodology, its unfounded demand for a control premium on top of analyst NAV estimates already inflated by cyclically rising asset values is inconsistent with how publicly traded shippers have historically traded and trade currently. Genco shares have been trading at an average 30% discount to NAV since 2020, and shares of other dry bulk companies are trading at similar discounts. Thus a price of around 100% of net asset value, such as that suggested by Diana, already reflects a significant control premium. In fact, similar private freight transactions over the past five years have been completed at an average of just 82% of net asset value. If Diana’s bid is removed, the historical record is clear: Genco stock would likely return toward roughly $18.00 per share as it returns to its historical trading discount. This works well for CEO John Wobbensmith and Genco’s so-called “independent directors” who have little equity in the company and may retain their roles at Genco. This does not work for Ginko shareholders, who will suffer from a much lower share price.
Diana’s calculation of Genco’s NAV, including a complete analysis of VesselsValue fleet valuations and balance sheet adjustments including and exclusively for Genco’s newly approved severance plan, is detailed on Slide 7 of Diana’s most recent investor presentation, which is available here.
Diana calls on Genco’s Board of Directors to take two concrete steps that will demonstrate that it is acting in good faith on behalf of shareholders:
• Full transparency on NAV calculations: Genco must provide full line-by-line disclosure of fleet values, balance sheet adjustments and equity numbers including the NAV numbers it uses to justify its rejection of Diana’s offer. Not a range of sell-side analysts – complete accounting of actual inputs. If Ginko is confident in its numbers, it should be able to withstand scrutiny.
• Independent Valuation Process: Diana believes it is time to take the NAV discussion off the table by engaging in an objective, market-based process to arrive at a fair valuation. In this process, Diana and Ginko will each choose a mediator to participate and the two parties will agree on a third mediator. Diana is willing to commit to such an operation, and if Ginko is confident in her numbers, he should be too.
Diana also calls on Genco’s board of directors to immediately remove its poison pills and allow shareholders to make their own decision regarding Diana’s offer. Ginko adopted its pills without shareholder approval, modified them multiple times without approval, and structured them to make any qualified offering effectively impossible. Removing it would cost shareholders nothing, and give them everything – the ability to act on a fully funded cash premium offer without interference from an entrenched board.
Diana urges all Genco shareholders to vote the GOLD Global Proxy Card “in favor” of each of its six independent nominees and to withhold Genco’s nominees. Diana is also urging shareholders to tender their shares in accordance with Diana’s offer at $24.80 per share in cash. The proxy vote and the tender offer are independent of each other – shareholders can and should act on both opportunities.
Shareholders who have already voted the White Card may change their vote by signing, dating and returning the attached Global Gold Proxy Card. Only the most recent proxy will be counted. Please act as soon as possible – the Annual Meeting will be held on June 18, 2026, and the tender offer expires at 5:00 PM New York City time, on June 26, 2026, unless further extended.
Source: Diana Shipping Company
