Genco Shipping & Trading Limited

09/25/2026 | Press release | Distributed by Public on 09/25/2026 14:45

Material Agreement, Corporate Action (Form 8-K)

Item 1.01
Entry into a Material Definitive Agreement.

On September 25, 2026, Genco Shipping & Trading Limited (the "Company") entered into the Fourth Amendment to Shareholders Rights Agreement (the "Fourth Amendment") to amend the Shareholder Rights Agreement, dated as of October 1, 2025 between the Company and Computershare Inc., as amended to date (the "Rights Agreement"). The description of the Rights Agreement as amended in the Company's Current Reports on Form 8-K filed on October 1, 2025 and June 2, 2026 are incorporated herein by reference. Capitalized terms used but not otherwise defined have the meanings given to them in the Rights Agreement.
The Company's Board of Directors (the "Board") determined that, based on the advisory shareholder vote at the Company's 2026 Annual Meeting of Shareholders on June 18, 2026 approving extension of the Rights Agreement, shareholder feedback on the Rights Agreement, and its ongoing assessment of the facts and circumstances, it would be in the best interests of the Company and its shareholders to extend the Final Expiration Date and revise certain provisions of the Rights Agreement pertaining to Qualifying Offers. The other provisions of the Rights Agreement remain unchanged.
The Fourth Amendment extends the Final Expiration Date to September 30, 2027, shortens the measurement period for the minimum Qualifying Offer price from 24 months to 12 months prior to the commencement of the offer, expressly provides that this criterion does not continue to apply to measure stock price after the Qualifying Offer is made, changes periods for the Board's consideration of the Qualifying Offer and for calling a special meeting of shareholders to exempt the Qualifying Offer from the Rights Agreement from ninety (90) Business Days (as defined in the Fourth Amendment) to ninety (90) calendar days, and permits an offeror to withdraw an offer in the event that a Material Adverse Effect (as defined in the Fourth Amendment) has occurred and is continuing.
The Rights Agreement remains substantially similar to rights plans adopted by other public companies and continues to be intended to enable all Company shareholders to realize the long-term value of their investment. The Rights Agreement is designed to reduce the likelihood that any entity, person, or group would gain control of or exert significant influence over the Company through open-market accumulation or other tactics potentially disadvantaging the interests of all shareholders, without paying all shareholders an appropriate control premium. The Rights Agreement, as amended, will continue to provide the Board sufficient time to fulfill its fiduciary duties on behalf of all shareholders, and it does not prevent the Board from considering any proposal. The Rights Agreement, as amended, is not intended to deter, and does not preclude the Board from considering, offers that are fair and otherwise in the best interest of the Company's shareholders.
The foregoing description of the material terms of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Item 3.03
Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Genco Shipping & Trading Limited published this content on September 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 25, 2026 at 20:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]