GNK Genco Shipping & Trading Ltd - 8-K

Item 1.01

Entry into a Material Definitive Agreement.

On June 2, 2026, Genco Shipping & Trading Limited (the “ Company ”) entered into the Third Amendment to
Shareholders Rights Agreement (the “ Third 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 in the Company’s Current Reports on Form 8-K filed on October 1, 2025 is 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 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 eliminate the defined term “Acting in Concert” from the Rights Agreement.  Other provisions regarding concerted activity
designed to protect all of the Company’s shareholders, including formation of a group under Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, remain unchanged.

While eliminating the “Acting in Concert” concept, 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 Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the
Third 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

Third Amendment to Shareholder Rights Agreement, dated June 2, 2026

104

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

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