Expresses Confidence in Strength of Business, Momentum Underway and Ability to Continue Generating Superior Returns and Shareholder Value
Urges Shareholders to Vote FOR the Reelection of Genco’s Six Directors on the WHITE Proxy Card
Recommends Shareholders Do NOT Tender Their Shares into Diana’s Inadequate and Highly Conditional Offer
Additional Information Available at www.GencoDrivesSuperiorReturns.com
Highlights from the letter include:
- 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.
The full text of the letter follows:
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
-
- 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.
- Paid
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-year1 - 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-year2 - 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 year2
- Genco generated net income of
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
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
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
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.4
- Diana’s tender offer is inadequate and highly conditional. Genco’s Board reviewed the offer and recommends shareholders not tender their shares. The
-
- 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’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.
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.
- 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.
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,
Chairman of the Board and Chief Executive Officer
Additional shareholder resources regarding the 2026 Annual Meeting of Shareholders can be found here: www.GencoDrivesSuperiorReturns.com.
About
Forward-Looking Statements
This communication contains statements that may constitute forward-looking statements. These statements include, but are not limited to: statements related to the Company’s views and expectations regarding Diana Shipping Inc.’s unsolicited tender offer; any statements relating to the plans, strategies and objectives of management or the Company’s
Important Information for Investors and Shareholders
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company has filed a solicitation/recommendation statement on Schedule 14D-9 with the
Important Additional Information and Where to Find It
The Company has filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the
EBITDA Reconciliation
| Three Months Ended | Three Months Ended | ||||||||||
| (Dollars in thousands) | |||||||||||
| EBITDA Reconciliation: | (unaudited) | ||||||||||
| Net income (loss) attributable to | $ | 9,309 | $ | (11,923 | ) | ||||||
| + | Net interest expense | 3,833 | 2,179 | ||||||||
| + | Depreciation and amortization | 21,038 | 17,665 | ||||||||
| EBITDA(1) | $ | 34,180 | $ | 7,921 | |||||||
| + | Impairment of vessel assets | 527 | - | ||||||||
| + | Net gain on sale of vessels | (2,075 | ) | - | |||||||
| + | Other operating expense | 3,826 | - | - | |||||||
| + | Unrealized gain on fuel hedges | (238 | ) | (6 | ) | ||||||
| Adjusted EBITDA | $ | 36,220 | $ | 7,915 | |||||||
| Three Months Ended | |||||||||||
| FLEET DATA: | (unaudited) | ||||||||||
| Total number of vessels at end of period | 44 | 42 | |||||||||
| Average number of vessels(2) | 43.4 | 42.0 | |||||||||
| Total ownership days for fleet(3) | 3,903 | 3,780 | |||||||||
| Total chartered-in days(4) | 404 | 273 | |||||||||
| Total available days for fleet(5) | 4,127 | 3,777 | |||||||||
| Total available days for owned fleet(6) | 3,723 | 3,504 | |||||||||
| Total operating days for fleet(7) | 4,104 | 3,732 | |||||||||
| Fleet utilization(8) | 99.2 | % | 98.0 | % | |||||||
| AVERAGE DAILY RESULTS: | |||||||||||
| Time charter equivalent(9) | $ | 19,346 | $ | 11,884 | |||||||
| Daily vessel operating expenses per vessel(10) | 6,805 | 6,592 | |||||||||
| 1 | ) | EBITDA represents net income (loss) attributable to |
| 2 | ) | Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as 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 in that period. |
| 3 | ) | We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has 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 the amount of expenses that we record during a period. |
| 4 | ) | We define chartered-in days as the aggregate number of days in a period during which we chartered-in third-party vessels. |
| 5 | ) | We define available days as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs under guarantee, vessel upgrades or special surveys. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues. |
| 6 | ) | We define available days for the owned fleet as available days less chartered-in days. |
| 7 | ) | We define operating days as the number of our total available days in a period less the aggregate number of days that the vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues. |
| 8 | ) | We calculate fleet utilization as the number of our operating days during a period divided by the number of ownership days plus chartered-in days less drydocking days. |
| 9 | ) | We define TCE rates as our voyage revenues less voyage expenses, charter hire expenses, and realized gain or losses on fuel hedges, divided by the number of the available days of our owned fleet during the period. TCE rate is not an item recognized by |
| Three Months Ended | Three Months Ended | ||||||||||
| Total Fleet | (unaudited) | ||||||||||
| Voyage revenues (in thousands) | $ | 114,429 | $ | 71,269 | |||||||
| Voyage expenses (in thousands) | 36,276 | 27,354 | |||||||||
| Charter hire expenses (in thousands) | 6,096 | 2,285 | |||||||||
| Realized (loss) gain on fuel hedges (in thousands) | (40 | ) | 8 | ||||||||
| 72,017 | 41,638 | ||||||||||
| Total available days for owned fleet | 3,723 | 3,504 | |||||||||
| Total TCE rate | $ | 19,346 | $ | 11,884 | |||||||
| 10 | ) | We define daily vessel operating expenses to include crew wages and related costs, the cost of insurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period. |
Operating Cash Flow
Operating cash flow is a non-GAAP financial measure. We believe the non-GAAP measure presented provides investors with a means of better evaluating and understanding the Company’s operating performance. Actual results may vary based on the actual duration of voyages and other factors. Accordingly, we are unable to provide, without unreasonable efforts, a reconciliation of our 2026 projected operating cash flow to the most comparable financials measures presented in accordance with GAAP.
Investor Contact
Chief Financial Officer
(646) 443-8550
Media Contact
(212) 477-8438
lberman@igbir.com
______________________________
1 We believe the non-GAAP measure presented provides investors with a means of better evaluating and understanding the Company’s operating performance. Please see the end of this communication for a reconciliation table.
2 2026 projections are based on our fixtures to date and assumes the forward freight agreement (FFA) curve for the balance of the year. For further details of the calculation of operating cash flow and our assumptions and qualifications, including estimated expenses and utilization rates, please see p. 39 of our Q1 2026 earnings presentation at https://investors.gencoshipping.com/overview/default.aspx.
3 As rated by
4 Calculated based on NAV estimates published by SEB,
