Genco Shipping & Trading Limited, the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, sent a letter to Genco shareholders from John Wobensmith, the Company’s Chairman and Chief Executive Officer.
Highlights:
Since 2021, Genco’s Board and management team have been implementing Genco’s Comprehensive Value Strategy, resulting in $310 million or $7.16 per share in dividends paid to shareholders, a growing fleet of premium earnings vessels and industry-low leverage and breakeven levels.
Following Genco’s success growing its Q1 dividend 133% year over year, Genco has significant momentum and is positioned to continue delivering compelling returns and dividend growth in Q2 and for the remainder of 2026.
Diana’s highly conditional tender offer is unchanged from its prior inadequate proposal, and the Genco Board recommends shareholders do not tender their shares.
Independent sell-side analysts continue raising their estimates of Genco’s net asset value (“NAV”), making Diana’s offer look even more inadequate.
Allowing Diana’s handpicked nominees to take control of the Board would introduce significant risks to Genco’s strategy, governance and future value creation.
The Board strongly believes that Genco’s underlying value and upside potential far exceeds what Diana is offering and that Genco’s current directors are the right group to continue leading Genco forward.
Full text of the letter:
Dear Fellow Shareholders,
I am writing to you personally to express my confidence in Genco’s future, and to detail why we need you to take action in connection with our upcoming Annual Meeting.
Your vote on the WHITE proxy card “FOR” our Board nominees and in line with the Board’s other recommendations is critical. It will help ensure that Genco’s highly qualified, independent Board can continue implementing our strategy that has driven outperformance, meaningful returns and positioned the Company for continued shareholder value creation.
Genco Is Driving Results Across the Business with Continued Momentum
Genco is operating from a position of strength. Over the past five years, we have executed our Comprehensive Value Strategy, which continues to deliver tangible results for Genco shareholders.
Our Board and management team developed this strategy with a central idea: strong governance and disciplined capital allocation are critical for generating returns and value for shareholders. Our thesis has been proven, and, as a result, Genco has significantly increased its earnings power and dividend capacity.
Since we began implementing our Comprehensive Value Strategy in April 2021, we have:
- Paid $310 million and $7.16 per share in dividends. We have delivered 27 consecutive quarterly dividends — the longest uninterrupted streak in our industry.
- Grown our fleet of premium earning vessels. We have invested $557 million in our fleet, enabling us to take advantage of a strengthening drybulk market and enhance shareholders’ upside potential.
- Reduced our cash flow breakeven rate. We have strengthened our balance sheet by paying down $119 million in debt, supporting Genco’s industry-low leverage and breakeven levels and increasing our ability to generate cash flow. As a result, we have a foundation to return capital to shareholders and take advantage of growth opportunities in various rate environments.
Our Recent Financial Performance Demonstrates that Our Strategy is Creating Value for Shareholders
We are generating solid earnings and delivering significantly higher dividends:
- Genco generated net income of $9.3 million and adjusted EBITDA of $36.2 million in Q1 2026, 358% higher year-over-year
- We increased our first quarter dividend to $0.35 per share, up 133% year-over-year
- 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 level and the highest mark since 20222
- We project a second quarter dividend of $0.70 per share, a 367% increase year-over-year
- Our dividend formula would produce a total dividend of $2.50 per share in 2026, assuming the forward freight curve for the balance of the year
We have momentum and believe Genco is well positioned to continue delivering compelling returns and dividend growth in a strengthening drybulk market.
Our Highly Qualified Board is Committed to Strong Governance and Creating Shareholder Value
Underlying everything we do at Genco are our industry-leading corporate governance practices. We are the only U.S.-listed drybulk company with no related-party transactions benefiting insiders and have been consistently ranked in the industry’s top quartile for governance practices.
Our Board of Directors brings the right mix of experience, independence and expertise to guide the Company forward. Over time, we have thoughtfully and deliberately added highly qualified directors with deep shipping, drybulk commodities, capital markets and other relevant business expertise.
Importantly, as I noted, our Board has been the architect of Genco’s Comprehensive Value Strategy, which continues to drive our strong performance and returns today. While we are pleased with the progress we have made, our Board remains open-minded in evaluating all opportunities to create additional value for shareholders.
To that end, we regularly review our performance and evaluate strategic opportunities. Consistent with this approach, we proactively reached out to Diana Shipping in June 2024 to explore a potential business combination.
Beyond our prior engagements with Diana, we have also reviewed and considered a number of strategic opportunities — all through the prism of maximizing shareholder value. For example, our Board reviewed 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 and stock.
Let me be clear: we would support a strategic transaction, but we will not settle for one that undervalues Genco at the expense of our shareholders. Any transaction must appropriately compensate our shareholders by reflecting the full underlying value of our assets and providing a meaningful control premium.
We have been transparent about this standard and remain willing to engage with any party that meets it. Our strong and growing earnings and dividends only serve to further validate our rejection of these fundamentally inadequate proposals. Our shareholders today are benefiting from our Board’s decisions.
The Situation with Diana
This brings me to the current situation with Diana. Simply put, Diana is attempting to take control of Genco at a discount. They have rapidly accumulated Genco shares, made a series of inadequate proposals, launched a conditional tender offer and are now seeking to replace your Board through a proxy contest.
We strongly believe the value and upside of your Genco investment far exceeds what Diana is offering and that our Board is the right group to continue leading Genco.
Diana’s tender offer is inadequate and highly conditional. Genco’s Board reviewed the offer and recommends shareholders not tender their shares. The $23.50 per share price is unchanged from Diana’s prior inadequate proposal, is well below the value of our assets, does not provide a control premium and is below Genco’s current trading price. In addition, the numerous conditions attached to the offer make it highly unlikely to be completed, rendering it illusory.We note that independent sell-side analysts who follow our industry continue raising their estimates of Genco’s net asset value (“NAV”), making Diana’s offer look even more inadequate. Today, the mean sell-side analyst NAV estimate is $26.54, and the current median analyst estimate is $26.80 in a period of rising asset values across the industry.
Diana’s handpicked nominees would jeopardize our progress. Allowing Diana’s handpicked nominees to take control of our Board would remove our highly qualified directors and introduce significant risks to Genco’s strategy, governance and future value creation.
Diana has made a number of false and misleading statements as part of its takeover campaign. Don’t be fooled — Diana is simply trying to distract from the inadequacy of its offer.
You can find the facts about Diana’s history of value destructive self-dealing, the reasons its nominees shouldn’t be trusted and why they are unfit to serve on our Board at www.gencodrivessuperiorreturns.com.
Protect Your Genco Investment
At this critical juncture, there are two important actions we urge you to take:
Vote the WHITE proxy card today: You should vote “FOR” the reelection of Genco’s six directors and according to the Board’s other recommendations on the Company’s WHITE proxy card, “WITHHOLD” on Diana’s nominees and “AGAINST” Diana’s shareholder proposals. You can vote by telephone, online, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. By doing so, you will enable us to continue executing our strategy and delivering value through dividends and growth in a strengthening drybulk market.
Do NOT tender your shares into Diana’s offer: Don’t give away your shares at an inadequate price for an offer that may not be completed.
To reiterate, we remain open to engaging with any party – including Diana – if they present a proposal that fully and fairly compensates our shareholders. To date, Diana has not done so. Instead, we believe Diana’s intent is clear: gain control of YOUR company without paying YOU full value for YOUR investment.
Genco’s Future is Bright, but it Requires You to Take Action Today
Our Comprehensive Value Strategy is working. Our business is strong. We are well positioned to continue delivering substantial dividends and driving growth in a favorable market backdrop.
To capture the upside of your Genco investment, you need to vote FOR Genco’s directors on the WHITE proxy card and reject Diana’s inadequate and highly conditional tender offer.
Thank you for your continued trust and support.
Sincerely,
John Wobensmith
Chairman of the Board and Chief Executive Officer