Form 8-K

8-K — GENCO SHIPPING & TRADING LTD

Accession: 0001140361-26-018601

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0001326200

SIC: 4412 (DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ef20071949_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (ef20071949_ex4-1.htm)

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8-K

8-K (Primary)

Filename: ef20071949_8k.htm · Sequence: 1

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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)

Republic of the Marshall Islands

001-33393

98-0439758

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(I.R.S. employer identification no.)

299 Park Avenue

12th Floor

New York, NY

10171

(Zip code)

(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

☐

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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, par value $0.01 per share

GNK

New York Stock Exchange (NYSE)

Preferred Stock Purchase Rights

N/A

New York Stock Exchange (NYSE)

Item 1.01

Entry into a Material Definitive Agreement.

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.

Item 3.03

Material Modification to Rights of Security Holders.

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

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

4.1

Second Amendment to Shareholder Rights Agreement, dated May 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: May 1, 2026

/s/ Peter Allen

Peter Allen

Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.

Description

4.1

Second Amendment to Shareholder Rights Agreement, dated May 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: ef20071949_ex4-1.htm · Sequence: 2

Exhibit 4.1

SECOND AMENDMENT TO SHAREHOLDERS RIGHTS AGREEMENT

This Second Amendment to Shareholders Rights Agreement (this “Amendment”) is made and

entered into as of May 1, 2026, by and between Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), and Computershare Inc., a Delaware corporation, as

rights agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent entered into that certain Shareholders Rights Agreement, dated as of October 1, 2025, as amended by the

Company and the Rights Agent by that certain First Amendment to Shareholders Rights Agreement (the “First Amendment”), dated as of November 10, 2025 (collectively, the “Agreement”), under which the Company’s Board of Directors authorized and declared a dividend of one (1) Right for each share of the Company’s Common Stock held of record as of the Close of

Business on the Record Date and further authorized the issuance of one (1) Right in respect of each share of Common Stock that shall become outstanding (i) at any time between the Record Date and the earliest of the Distribution Date, the

Redemption Date or the Final Expiration Date or (ii) upon the exercise or conversion, prior to the earlier of the Redemption Date or the Final Expiration Date, of any option or other security exercisable for or convertible into shares of Common

Stock, which option or other such security is outstanding on the Distribution Date, all upon the terms and subject to the conditions set forth in the Agreement; and

WHEREAS, Section 27 of the Agreement provides that the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any

provision of the Agreement without the approval of any holders of the Rights, including, without limitation, to change, amend or supplement the provisions of the Agreement in any manner that the Company may deem necessary or desirable; and

WHEREAS, the Company has determined that it is desirable in order to further the purposes of the Agreement for the protection and the best interests

of the Company and its shareholders to amend the Agreement as provided herein to reestablish a uniform 15% beneficial ownership threshold under the Agreement by rescinding the First Amendment; and

WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the

execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the Company and the Rights Agent hereby agree as

follows:

Amendments to the Agreement. The First Amendment

is hereby rescinded as of the date of this Amendment and shall be of no further force or effect, and the Agreement is hereby restored to its terms as in effect immediately prior to the effectiveness of the First Amendment.

Capitalized Terms. Capitalized terms used but not

defined in this Amendment shall have the respective meanings given to them in the Agreement.

Effect of Amendment. Except as expressly provided in this Amendment,

the terms of the Agreement shall continue in full force in effect.

Benefits of this Amendment. Nothing in this

Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the shares of Common Stock) any legal or equitable

right, remedy or claim under this Amendment; but this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the

shares of Common Stock).

Severability. If any term, provision, covenant or

restriction of this Amendment is held by a court of competent jurisdiction or other applicable authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall

remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this

Amendment to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing such invalid, void

or unenforceable language from this Amendment would adversely affect the purpose or effect of this Amendment, the right of redemption set forth in Section 23 of the Agreement shall be reinstated and shall not expire until the Close of

Business on the tenth day following the date of such determination by the Board; further, provided, however, that if such excluded term, provision, covenant or restriction shall materially and adversely affect

the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign upon ten (10) days’ written notice to the Company.

Governing Law; Jurisdiction. This Amendment shall

be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such jurisdiction applicable to contracts to be made and performed entirely

within such jurisdiction. Each party hereto hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the

United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereto hereby waives any objection to such exclusive jurisdiction and

that such courts represent an inconvenient forum. Any such process or summons to be served upon each party hereto may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,

addressed to it at the address set forth in Section 26 of the Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon such party hereto in any such action, proceeding or claim.

Counterparts. This Amendment may be executed in any number of one or more counterparts, and each

of such counterparts by the different parties hereto in separate counterparts, each of which when executed shall for all purposes be deemed to be an original, but all such counterparts of which shall together constitute but one and the same

instrument. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “PDF”) shall be as effective as delivery of a manually executed counterpart hereof.

- 2 -

Descriptive Headings; Rules of Construction.

Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. The words “include”, “includes” and “including”

shall be deemed to be followed by the phrase “without limitation”, whether or not so expressed. The words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this

Amendment as a whole and not to any particular provision of this Amendment, and clause, section, subsection, paragraph and exhibit references are to the clauses, sections, subsections, paragraphs and exhibits of this Amendment unless

otherwise specified. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is

defined herein, unless the context otherwise requires, each of its other grammatical forms shall have a corresponding meaning.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have

executed this Second Amendment to Shareholders Rights Agreement as of the date first set forth above.

GENCO SHIPPING & TRADING LIMITED

By:

/s/ John C. Wobensmith

Name:

John C. Wobensmith

Title:

Chief Executive Officer and President

COMPUTERSHARE INC.

By:

/s/ Eugene Leybovich

Name:

Eugene Leybovich

Title:

Vice President, Issuer Services

- 4 -

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