UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

 

CURRENT REPORT

 Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 1, 2026

 

GENCO SHIPPING & TRADING LIMITED

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (646) 443-8550

 

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

 

Securities registered pursuant to Section 12(b) of the Act:

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On May 1, 2026, Genco Shipping & Trading Limited (the “Company”) entered into the Second Amendment to Shareholder Rights Agreement (the “Second Amendment”) to amend the Shareholder Rights Agreement, dated as of October 1, 2025 (the “Rights Agreement”), between the Company and Computershare Inc., as amended by a First Amendment to Shareholder Rights Agreement (the “First Amendment”) dated as of November 10, 2025. The description of the Rights Agreement and the First Amendment in the Company’s Current Reports on Form 8-K filed on October 1, 2025 and November 10, 2025, respectively, are incorporated herein by reference.  Capitalized terms used but not otherwise defined have the meanings given to them in the Rights Agreement.

As disclosed in the Company’s preliminary proxy statement filed on April 24, 2025, the Company’s Board of Directors (the “Board”) determined that, based on shareholder feedback and its ongoing assessment of the facts and circumstances, it would be in the best interests of the Company and its shareholders to raise the beneficial ownership threshold to become an Acquiring Person, thereby triggering the Rights Agreement, to 15% of our outstanding Common Stock for all shareholders.  The effect of the Second Amendment is to rescind the First Amendment such that the Rights Agreement is in full force and effect except for those changes made in the First Amendment.

The Rights Agreement remains 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 as amended to date 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 offers that are fair and otherwise in the best interest of the Company’s shareholders.

The foregoing description of the material terms of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

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

(d)

Exhibits

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.

EXHIBIT INDEX

 

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