Genco Shipping & Trading Files 8-K with Key Agreements

TL;DR

Genco Shipping & Trading filed an 8-K on Oct 1, 2025, detailing material agreements and changes to security holder rights.

AI Summary

Genco Shipping & Trading Ltd. filed an 8-K on October 1, 2025, reporting on several key events. These include entering into a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also contains Regulation FD disclosures and financial exhibits.

Why It Matters

This filing indicates significant corporate actions and potential changes affecting Genco Shipping & Trading's agreements and security holders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones.

Key Numbers

• 001-33393 — Commission file number (Identifies the company's SEC filing history)
• 98-0439758 — I.R.S. employer identification no. (Tax identification for the company)

Key Players & Entities

• Genco Shipping & Trading Ltd. (company) — Registrant
• October 1, 2025 (date) — Date of earliest event reported
• Republic of the Marshall Islands (jurisdiction) — State or other jurisdiction of incorporation or organization
• 299 Park Avenue (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share GNK New York Stock Exchan

Filing Documents

• ef20056486_8k.htm (8-K) — 60KB
• ef20056486_ex3-1.htm (EX-3.1) — 23KB
• ef20056486_ex4-1.htm (EX-4.1) — 333KB
• ef20056486_ex99-1.htm (EX-99.1) — 7KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001140361-25-036920.txt ( ) — 654KB
• gnk-20251001.xsd (EX-101.SCH) — 4KB
• gnk-20251001_lab.xml (EX-101.LAB) — 22KB
• gnk-20251001_pre.xml (EX-101.PRE) — 16KB
• ef20056486_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement On October 1, 2025, Genco Shipping & Trading Limited (the "Company") entered into a Rights Agreement (the "Rights Agreement") with Computershare Inc., as rights agent. In connection therewith, the Board of Directors of the Company (the "Board") declared a dividend of one preferred share purchase right ("Right") for each outstanding share of the Company's common stock, par value US$.01 per share (the "Common Stock"). The dividend is payable on October 13 , 2025 to shareholders of record as of the close of business on such date (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined below). The Rights Agreement is similar to plans adopted by other public companies and is intended to enable all Company shareholders to realize the long-term value of their investment. It is designed to reduce the likelihood that any entity, person, or group would gain control of or 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 will 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 is not intended to deter offers that are fair and otherwise in the best interest of the Company's shareholders. The following is a general description of the terms of the Rights, the Preferred Shares (as defined below) and the Rights Agreement. This description is qualified in its entirety by the full text of the Statement of Designations of the Preferred Shares and the Rights Agreement, which are included as Exhibits 3.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The Righ

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Item 3.03. Material Modification to Rights of Security Holders The information required by this Item is incorporated by reference to Item 1.01 above.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year In connection with the adoption of the Rights Agreement, the Board approved a Statement of Designations of Series B Preferred Stock designating 60,000 Preferred Shares. The Company filed the Statement of Designations for the Preferred Shares on October 1 , 2025 with the Registrar of Corporations of the Republic of the Marshall Islands and the Statement of Designations became effective on such date. The full text of the Statement of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference. A description of the Preferred Shares is set forth in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. Such description is qualified in its entirety by reference to the Statement of Designations.

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Item 7.01 Regulation FD Disclosure -4 - On October 1 , 2025, the Company issued a press release announcing the declaration of the Rights dividend and the adoption of the Rights Agreement. A copy of the press release is furnished with this report as Exhibit 99.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 4.1 Rights Agreement dated as of October 1 , 2025 between Genco Shipping & Trading Limited. and Computershare Inc., a national banking corporation, as Rights Agent (including the form of Statement of Designations of Series B Preferred Stock attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C). 99.1 Press Release dated October 1 , 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -5 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENCO SHIPPING & TRADING LIMITED DATE: October 1, 2025 /s/ Peter Allen Peter Allen Chief Financial Officer -6 - EXHIBIT INDEX Exhibit No. Description 3.1 4.1 Rights Agreement dated as of October 1 , 2025 between Genco Shipping & Trading Limited. and Computershare Inc., a national banking corporation, as Rights Agent (including the form of Statement of Designations of Series B Preferred Stock attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C). 99.1 Press Release dated October 1 , 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -7 -

View Full Filing

View this 8-K filing on SEC EDGAR