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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
⌧ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
OR
◻ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-33393
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands |
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98-0439758 |
(State or other jurisdiction of |
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(I.R.S. Employer |
299 Park Avenue, 12th Floor, New York, New York 10171
(Address of principal executive offices) (Zip Code)
(646) 443-8550
(Registrant’s telephone number, including area code)
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) |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ |
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Accelerated filer ⌧ |
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Non-accelerated filer ◻ |
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Smaller reporting company ☐ |
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Emerging growth company ◻ |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ⌧ No ◻
The number of shares outstanding of each of the issuer’s classes of common stock, as of May 6, 2026: Common stock, par value $0.01 per share — 43,577,051 shares.
Genco Shipping & Trading Limited
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Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
4 |
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Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2026 and 2025 |
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6 |
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Condensed Consolidated Statements of Equity for the Three Months ended March 31, 2026 and 2025 |
7 |
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Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and 2025 |
8 |
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9 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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44 |
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2
Website Information
We intend to use our website, www.GencoShipping.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’s Investor section. Accordingly, investors should monitor the Investor portion of our website, in addition to following our press releases, filings with the U.S. Securities and Exchange Commission (the “SEC”), public conference calls, and webcasts. To subscribe to our e-mail alert service, please submit your e-mail address at the Investor Relations Home page of the Investor section of our website. The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Genco Shipping & Trading Limited
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
(U.S. Dollars in thousands, except for share and per share data)
(Unaudited)
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March 31, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
54,770 |
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$ |
55,540 |
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Due from charterers, net of a reserve of $581 and $519, respectively |
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20,273 |
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14,284 |
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Prepaid expenses and other current assets |
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14,204 |
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14,053 |
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Inventories |
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22,859 |
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25,187 |
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Vessels held for sale |
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8,585 |
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— |
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Total current assets |
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120,691 |
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109,064 |
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Noncurrent assets: |
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Vessels, net of accumulated depreciation of $379,360 and $372,525, respectively |
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1,062,459 |
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939,327 |
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Deposits on vessels |
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— |
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14,585 |
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Deferred drydock, net of accumulated amortization of $31,502 and $29,389, respectively |
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56,693 |
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62,389 |
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Fixed assets, net of accumulated depreciation and amortization of $12,692 and $12,521, respectively |
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6,993 |
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7,492 |
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Operating lease right-of-use assets |
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5,152 |
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5,251 |
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Total noncurrent assets |
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1,131,297 |
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1,029,044 |
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Total assets |
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$ |
1,251,988 |
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$ |
1,138,108 |
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Liabilities and Equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
34,536 |
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$ |
36,843 |
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Deferred revenue |
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5,979 |
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8,826 |
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Total current liabilities: |
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40,515 |
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45,669 |
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Noncurrent liabilities: |
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Long-term operating lease liabilities |
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5,616 |
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5,539 |
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Long-term debt, net of deferred financing costs of $11,121 and $10,920, respectively |
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318,879 |
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189,080 |
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Total noncurrent liabilities |
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324,495 |
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194,619 |
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Total liabilities |
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365,010 |
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240,288 |
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Commitments and contingencies (Note 14) |
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Equity: |
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Common stock, par value $0.01; 500,000,000 shares authorized; 43,577,051 and 43,243,165 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively |
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435 |
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432 |
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Additional paid-in capital |
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1,444,714 |
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1,465,134 |
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Accumulated deficit |
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(559,773) |
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(569,082) |
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Total Genco Shipping & Trading Limited shareholders’ equity |
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885,376 |
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896,484 |
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Noncontrolling interest |
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1,602 |
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1,336 |
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Total equity |
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886,978 |
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897,820 |
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Total liabilities and equity |
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$ |
1,251,988 |
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$ |
1,138,108 |
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See accompanying notes to Condensed Consolidated Financial Statements.
4
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2026 and 2025
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)
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For the Three Months Ended |
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March 31, |
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2026 |
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2025 |
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Revenues: |
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Voyage revenues |
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$ |
114,429 |
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$ |
71,269 |
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Total revenues |
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114,429 |
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71,269 |
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Operating expenses: |
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Voyage expenses |
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36,276 |
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27,354 |
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Vessel operating expenses |
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26,560 |
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24,916 |
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Charter hire expenses |
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6,096 |
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2,285 |
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General and administrative expenses (inclusive of nonvested stock amortization expense of $1,830 and $1,496, respectively) |
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8,109 |
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7,494 |
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Technical management expenses |
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760 |
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1,325 |
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Depreciation and amortization |
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21,038 |
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17,665 |
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Impairment of vessel assets |
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527 |
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— |
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Net gain on sale of vessels |
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(2,075) |
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— |
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Other operating expense |
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3,826 |
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— |
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Total operating expenses |
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101,117 |
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81,039 |
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Operating income (loss) |
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13,312 |
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(9,770) |
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Other (expense) income: |
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Other income (expense) |
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96 |
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(13) |
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Interest income |
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665 |
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370 |
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Interest expense |
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(4,498) |
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(2,549) |
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Other expense, net |
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(3,737) |
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(2,192) |
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Net income (loss) |
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9,575 |
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(11,962) |
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Less: Net income (loss) attributable to noncontrolling interest |
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266 |
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(39) |
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Net income (loss) attributable to Genco Shipping & Trading Limited |
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$ |
9,309 |
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$ |
(11,923) |
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Net earnings (loss) per share-basic |
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$ |
0.21 |
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$ |
(0.28) |
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Net earnings (loss) per share-diluted |
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$ |
0.21 |
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$ |
(0.28) |
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Weighted average common shares outstanding-basic |
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43,706,069 |
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43,201,941 |
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Weighted average common shares outstanding-diluted |
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44,411,222 |
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43,201,941 |
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See accompanying notes to Condensed Consolidated Financial Statements.
5
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended March 31, 2026 and 2025
(U.S. Dollars in Thousands)
(Unaudited)
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For the Three Months Ended |
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March 31, |
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2026 |
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2025 |
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Net income (loss) |
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$ |
9,575 |
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$ |
(11,962) |
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Other comprehensive loss |
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— |
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— |
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Comprehensive income (loss) |
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9,575 |
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(11,962) |
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Less: Comprehensive income (loss) attributable to noncontrolling interest |
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266 |
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(39) |
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Comprehensive income (loss) attributable to Genco Shipping & Trading Limited |
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$ |
9,309 |
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$ |
(11,923) |
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See accompanying notes to Condensed Consolidated Financial Statements.
6
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Equity
For the Three Months Ended March 31, 2026 and 2025
(U.S. Dollars in Thousands)
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Genco |
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Shipping & |
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Trading |
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Additional |
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Limited |
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Common |
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Paid-in |
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Accumulated |
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Shareholders' |
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Noncontrolling |
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Stock |
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Capital |
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Deficit |
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Equity |
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Interest |
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Total Equity |
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Balance — January 1, 2026 |
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$ |
432 |
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1,465,134 |
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(569,082) |
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$ |
896,484 |
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$ |
1,336 |
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$ |
897,820 |
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Net income |
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9,309 |
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9,309 |
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266 |
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9,575 |
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Issuance of shares due to vesting of RSUs, PRSUs and exercise of options |
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3 |
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(3) |
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— |
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— |
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Cash dividends declared ($0.50 per share) |
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(22,247) |
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(22,247) |
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(22,247) |
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Nonvested stock amortization |
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1,830 |
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1,830 |
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1,830 |
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Balance — March 31, 2026 |
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$ |
435 |
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$ |
1,444,714 |
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$ |
(559,773) |
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$ |
885,376 |
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$ |
1,602 |
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$ |
886,978 |
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Genco |
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Shipping & |
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Trading |
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Additional |
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Limited |
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Common |
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Paid-in |
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Accumulated |
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Shareholders' |
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Noncontrolling |
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Stock |
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Capital |
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Deficit |
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Equity |
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Interest |
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Total Equity |
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Balance — January 1, 2025 |
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$ |
427 |
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1,491,032 |
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(564,716) |
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$ |
926,743 |
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$ |
1,485 |
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$ |
928,228 |
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Net loss |
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(11,923) |
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(11,923) |
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(39) |
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(11,962) |
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Issuance of shares due to vesting of RSUs and exercise of options, net of forfeitures |
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2 |
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(2) |
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— |
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— |
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Cash dividends declared ($0.30 per share) |
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(13,111) |
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(13,111) |
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(13,111) |
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Nonvested stock amortization |
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1,496 |
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1,496 |
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1,496 |
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Balance — March 31, 2025 |
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$ |
429 |
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$ |
1,479,415 |
|
$ |
(576,639) |
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$ |
903,205 |
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$ |
1,446 |
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$ |
904,651 |
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See accompanying notes to Condensed Consolidated Financial Statements.
7
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
(U.S. Dollars in Thousands)
(Unaudited)
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For the Three Months Ended |
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March 31, |
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||||
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|
2026 |
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2025 |
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Cash flows from operating activities: |
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Net income (loss) |
|
$ |
9,575 |
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$ |
(11,962) |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
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|
21,038 |
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17,665 |
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Amortization of deferred financing costs |
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|
612 |
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|
493 |
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Right-of-use asset amortization |
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99 |
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|
334 |
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Amortization of nonvested stock compensation expense |
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1,830 |
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1,496 |
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Impairment of vessel assets |
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|
527 |
|
|
— |
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Net gain on sale of vessels |
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|
(2,075) |
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|
— |
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Insurance proceeds for protection and indemnity claims |
|
|
187 |
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5 |
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Insurance proceeds for loss of hire claims |
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— |
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6 |
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Change in assets and liabilities: |
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(Increase) decrease in due from charterers |
|
|
(5,989) |
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3,165 |
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(Increase) decrease in prepaid expenses and other current assets |
|
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(338) |
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|
317 |
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Decrease (increase) in inventories |
|
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2,328 |
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|
(1,103) |
|
(Decrease) increase in accounts payable and accrued expenses |
|
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(2,936) |
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3,736 |
|
(Decrease) increase in deferred revenue |
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(2,847) |
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|
680 |
|
Increase (decrease) in operating lease liabilities |
|
|
77 |
|
|
(519) |
|
Deferred drydock costs incurred |
|
|
(6,396) |
|
|
(11,411) |
|
Net cash provided by operating activities |
|
|
15,692 |
|
|
2,902 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchase of vessels and ballast water treatment systems, including deposits |
|
|
(133,846) |
|
|
(2,845) |
|
Purchase of other fixed assets |
|
|
(405) |
|
|
(652) |
|
Net proceeds from sale of vessels |
|
|
10,934 |
|
|
— |
|
Insurance proceeds for hull and machinery claims |
|
|
— |
|
|
581 |
|
Net cash used in investing activities |
|
|
(123,317) |
|
|
(2,916) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Proceeds from the $680 Million Revolver |
|
|
69,287 |
|
|
— |
|
Proceeds from the $600 Million Revolver |
|
|
65,000 |
|
|
— |
|
Repayments on the $600 Million Revolver |
|
|
(4,287) |
|
|
— |
|
Cash dividends paid |
|
|
(22,598) |
|
|
(13,433) |
|
Payment of deferred financing costs |
|
|
(547) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
|
106,855 |
|
|
(13,433) |
|
|
|
|
|
|
|
|
|
Net decrease in cash, cash equivalents and restricted cash |
|
|
(770) |
|
|
(13,447) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
55,540 |
|
|
44,005 |
|
Cash and cash equivalents at end of period |
|
$ |
54,770 |
|
$ |
30,558 |
|
See accompanying notes to Condensed Consolidated Financial Statements.
8
Genco Shipping & Trading Limited
(U.S. Dollars in Thousands, Except Per Share and Share Data)
Notes to Condensed Consolidated Financial Statements (unaudited)
1 – GENERAL INFORMATION
The accompanying Condensed Consolidated Financial Statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect subsidiaries (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels and operates in two reportable segments. Refer to Note 3 — Segment Reporting.
As of March 31, 2026, the Company’s fleet consisted of 44 drybulk vessels, including two Newcastlemax vessels, 17 Capesize vessels, 15 Ultramax vessels and 10 Supramax vessels, with an aggregate carrying capacity of approximately 4,990,000 deadweight tons (“dwt”) and an average age of approximately 12.7 years.
During September 2021, the Company and Synergy Marine Pte. Ltd. (“Synergy”), a third party, formed a joint venture, GS Shipmanagement Pte. Ltd. (“GSSM”). GSSM is owned 50% by the Company and 50% by Synergy as of March 31, 2026 and December 31, 2025, and was formed to provide ship management services to the Company’s vessels. As of March 31, 2026 and December 31, 2025, the cumulative investments GSSM received from the Company and Synergy totaled $50 and $50, respectively, which were used for expenditures directly related to the operations of GSSM.
Management has determined that GSSM qualifies as a variable interest entity, and, when aggregating the variable interest held by the Company and Synergy, the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impact GSSM’s economic performance. Accordingly, the Company consolidates GSSM.
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and the rules and regulations of the SEC that apply to interim financial statements, including the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the disclosures and footnotes normally included in complete consolidated financial statements prepared in conformity with U.S. GAAP. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026 (the “2025 10-K”). The accompanying Condensed Consolidated Financial Statements include the accounts of GS&T and its direct and indirect wholly-owned subsidiaries and GSSM. All intercompany accounts and transactions have been eliminated in consolidation.
In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2026.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, impairment of vessels, the valuation of amounts due from charterers, performance claims, residual value of vessels, useful life of vessels, the fair value of time charters acquired, performance-based restricted stock units and the fair value of derivative instruments, if any. Actual results could differ from those estimates.
9
Vessels held for sale
On February 24, 2026, the Company entered into an agreement to sell the Genco Predator, a 2005-built Supramax vessel. The sale of the vessel was completed on April 15, 2026. The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026. Refer to Note 5 — Vessel Acquisitions and Dispositions.
Bunker swap and forward fuel purchase agreements
From time to time, the Company may enter into fuel hedge agreements with the objective of reducing the risk of the effect of changing fuel prices. The Company has entered into bunker swap agreements and forward fuel purchase agreements. The Company’s bunker swap agreements and forward fuel purchase agreements do not qualify for hedge accounting treatment; therefore, any unrealized or realized gains and losses are recorded in the Condensed Consolidated Statements of Operations. Derivatives are Level 2 instruments in the fair value hierarchy.
During the three months ended March 31, 2026 and 2025, the Company recorded ($40) and $8 of realized (losses) gains in other income (expense), respectively. During the three months ended March 31, 2026 and 2025, the Company recorded $238 and $6 of unrealized gains in other income (expense), respectively.
The total fair value of the bunker swap agreements and forward fuel purchase agreements in an asset position as of March 31, 2026 and December 31, 2025 is $302 and $0, respectively, and are recorded in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The total fair value of the bunker swap agreements and forward fuel purchase agreements in a liability position as of March 31, 2026 and December 31, 2025 is $64 and $0, respectively, and are recorded in accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets.
Voyage expense recognition
In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance, which are recorded as part of vessel operating expenses, are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters and spot market-related time charters. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net gain of $1,560 and $31 during the three months ended March 31, 2026 and 2025, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.
Impairment of vessel assets
During the three months ended March 31, 2026 and 2025 the Company recorded $527 and $0, respectively, related to the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 — “Property, Plant and Equipment” (“ASC 360”). The impairment expense recorded during the three months ended March 31, 2026 of $527 is related to the loss on disposal of replaced equipment on certain vessels.
Net gain on sale of vessels
During the three months ended March 31, 2026, the Company recorded a net gain of $2,075 related to the sale of the Genco Picardy on March 30, 2026. During the three months ended March 31, 2025, the Company did not complete the sale of any vessels.
10
Refer to Note 5 — Vessel Acquisitions and Dispositions for further detail regarding the sale of this vessel.
Other operating expense
Other operating expense of $3,826 recorded during the three months ended March 31, 2026 consists of costs for non-routine aspects of the Company’s 2026 Annual Meeting of Shareholders.
3 – SEGMENT REPORTING
The Company transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk vessels. The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable. The Company owns a fleet of vessels that focuses on Newcastlemax, Capesize, Ultramax and Supramax vessels. Newcastlemax and Capesize vessels represent the Company’s major bulk vessels category while Ultramax and Supramax vessels represent the Company’s minor bulk vessel category.
The Company has determined that each of its vessels are individual operating segments. The Company determined its operating segments based on how its chief operating decision maker (CODM), John C. Wobensmith, Chief Executive Officer and President, manages the business, makes operating decisions and evaluates operating performance. The CODM reviews the operating results for the Company’s fleet and also considers certain aggregate financial data for the Company’s major bulk and minor bulk vessels. The Company’s major and minor bulk vessels have similar economic characteristics as they serve the same type of customers, have similar operations and maintenance requirements, and operate in the same regulatory environment. Based on the principles of ASC 280 — “Segment Reporting,” the Company believes it is meaningful and informative to aggregate its operating segments into two reportable segments for the major bulk and minor bulk fleet.
With the exception of the financial statement information below that comprises the segment profit, the CODM does not evaluate any other financial statement line items on a vessel category basis, but rather on a consolidated basis.
11
Information about the Company’s reportable segments for the three months ended March 31, 2026 and 2025 is as follows:
|
|
For the Three Months Ended March 31, 2026 |
|
|||||||
|
|
Major |
|
Minor |
|
|
|
|||
|
|
Bulk |
|
Bulk |
|
Total |
|
|||
Revenues from external customers: |
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
$ |
56,559 |
|
|
57,870 |
|
$ |
114,429 |
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
Voyage expenses |
|
|
17,269 |
|
|
19,007 |
|
|
36,276 |
|
Charter hire expenses |
|
|
— |
|
|
6,096 |
|
|
6,096 |
|
Other (income) expense |
|
|
40 |
|
|
— |
|
|
40 |
|
Net voyage revenue (1) |
|
|
39,250 |
|
|
32,767 |
|
|
72,017 |
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
Vessel operating expenses |
|
|
11,395 |
|
|
15,165 |
|
|
26,560 |
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit |
|
$ |
27,855 |
|
$ |
17,602 |
|
$ |
45,457 |
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to net loss: |
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
|
|
|
|
|
8,109 |
|
Technical management expenses |
|
|
|
|
|
|
|
|
760 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
21,038 |
|
Impairment of vessel assets |
|
|
|
|
|
|
|
|
527 |
|
Net gain on sale of vessels |
|
|
|
|
|
|
|
|
(2,075) |
|
Other operating expense |
|
|
|
|
|
|
|
|
3,826 |
|
Other (income) expense |
|
|
|
|
|
|
|
|
(136) |
|
Interest income |
|
|
|
|
|
|
|
|
(665) |
|
Interest expense |
|
|
|
|
|
|
|
|
4,498 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
$ |
9,575 |
|
|
|
For the Three Months Ended March 31, 2025 |
|
|||||||
|
|
Major |
|
Minor |
|
|
|
|||
|
|
Bulk |
|
Bulk |
|
Total |
|
|||
Revenues from external customers: |
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
$ |
31,051 |
|
|
40,218 |
|
$ |
71,269 |
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
Voyage expenses |
|
|
13,572 |
|
|
13,782 |
|
|
27,354 |
|
Charter hire expenses |
|
|
— |
|
|
2,285 |
|
|
2,285 |
|
Other (income) expense |
|
|
— |
|
|
(8) |
|
|
(8) |
|
Net voyage revenue (1) |
|
|
17,479 |
|
|
24,159 |
|
|
41,638 |
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
Vessel operating expenses |
|
|
10,270 |
|
|
14,646 |
|
|
24,916 |
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit |
|
$ |
7,209 |
|
$ |
9,513 |
|
$ |
16,722 |
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation to net income: |
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
|
|
|
|
|
7,494 |
|
Technical management expenses |
|
|
|
|
|
|
|
|
1,325 |
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
17,665 |
|
Other (income) expense |
|
|
|
|
|
|
|
|
21 |
|
Interest income |
|
|
|
|
|
|
|
|
(370) |
|
Interest expense |
|
|
|
|
|
|
|
|
2,549 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
$ |
(11,962) |
|
12
(1) Net voyage revenue is used to calculate the Time Charter Equivalent ("TCE"), which is reviewed by the CODM and is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. This amount includes realized (losses) gains on fuel hedges that were recorded as part of Other income (expense) on the Condensed Consolidated Statements of Operations.
4 – CASH FLOW INFORMATION
For the three months ended March 31, 2026, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $810 for the Purchase of vessels and ballast water treatment systems, including deposits, $103 for the Purchase of other fixed assets, $19 for Vessels held for sale and $405 for the Net proceeds from sale of vessels. For the three months ended March 31, 2026, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,537 for Cash dividends payable and $266 for the Payment of deferred financing costs.
For the three months ended March 31, 2025, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $1,721 for the Purchase of vessels and ballast water treatment systems, including deposits, and $188 for the Purchase of other fixed assets. For the three months ended March 31, 2025, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,434 for Cash dividends payable.
During the three months ended March 31, 2026 and 2025, cash paid for interest was $3,898 and $2,072, respectively.
During the three months ended March 31, 2026 and 2025, any cash paid for income taxes was insignificant.
During the three months ended March 31, 2026, $265,000 of debt outstanding under the $600 Million Revolver was transferred to the $680 Million Revolver. As part of the debt modification, $4,287 was settled net amongst the lenders, which has been included as proceeds from the $680 Million Revolver and repayments on the $600 Million Revolver. Refer Note 8 — Debt for further information.
All stock options exercised during the three months ended March 31, 2026 and 2025 were cashless. Refer to Note 13 — Stock-Based Compensation for further information.
On February 16, 2026, the Company granted 210,826 restricted stock units and 118,596 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was $4,682 and $3,026, respectively.
On February 18, 2025, the Company granted 267,344 restricted stock units and 145,792 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was $3,970 and $2,479, respectively.
Refer to Note 13 — Stock-Based Compensation for further information regarding the aforementioned grants.
13
Supplemental Condensed Consolidated Cash Flow information related to leases is as follows:
|
|
For the Three Months Ended |
|||||
|
|
March 31, |
|||||
|
|
2026 |
|
2025 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
Operating cash flows from operating leases |
|
$ |
— |
|
$ |
613 |
|
5 – VESSEL ACQUISITIONS AND DISPOSITIONS
Vessel Acquisitions
On November 15, 2025, the Company entered into agreements to acquire two 2020-built 208,000 dwt scrubber-fitted Newcastlemax vessels for a total purchase price of $145,500. These vessels, which were renamed Genco Stars and Stripes and Genco Valkyrie, were delivered on March 5, 2026 and March 24, 2026, respectively. The Company drew down $30,000 on the $600 Million Revolver on November 20, 2025 in part to fund the $14,550 deposit made on November 24, 2025, which was held in an escrow account until the Company took delivery of the vessels. The Company drew down $65,000 on its $600 Million Revolver on February 23, 2026 and $65,000 on its $680 Million Revolver on March 16, 2026 to finance the remainder of the purchases.
On July 10, 2025, the Company entered into an agreement to acquire a 2020-built, 182,000 dwt scrubber-fitted Capesize vessel, which was renamed the Genco Courageous, for a purchase price of $63,550. The Genco Courageous was delivered on October 15, 2025. The Company drew down $10,000 on its $500 Million Revolver on June 26, 2025 in part to fund the $6,355 deposit made on July 23, 2025, which was held in an escrow account until the Company took delivery of the vessel. The Company drew down $60,000 on its $600 Million Revolver on September 16, 2025 to finance the remainder of the purchase.
Vessel Dispositions
On February 24, 2026, the Company entered into agreements to sell the Genco Picardy and the Genco Predator, both 2005-built Supramax vessels, to a third party for $10,600 each less a commission payable to a third party. These vessels were unencumbered. The sales of the Genco Picardy and Genco Predator were completed on March 30, 2026 and April 15, 2026, respectively. The vessel assets for the Genco Predator have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026.
6 – NET EARNINGS (LOSS) PER SHARE
The computation of basic net earnings (loss) per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net earnings (loss) per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 13 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive.
There were 286,254 stock options, 324,695 performance based restricted stock units and 626,521 restricted stock units excluded from the computation of diluted net loss per share during the three months ended March 31, 2025 because they were anti-dilutive (refer to Note 13 — Stock-Based Compensation).
14
The components of the denominator for the calculation of basic and diluted net earnings (loss) per share are as follows:
|
|
For the Three Months Ended |
|
||
|
|
March 31, |
|
||
|
|
2026 |
|
2025 |
|
|
|
|
|
|
|
Common shares outstanding, basic: |
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
43,706,069 |
|
43,201,941 |
|
|
|
|
|
|
|
Common shares outstanding, diluted: |
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
43,706,069 |
|
43,201,941 |
|
|
|
|
|
|
|
Dilutive effect of stock options |
|
37,897 |
|
— |
|
|
|
|
|
|
|
Dilutive effect of performance-based restricted stock units |
|
204,948 |
|
— |
|
|
|
|
|
|
|
Dilutive effect of restricted stock units |
|
462,308 |
|
— |
|
|
|
|
|
|
|
Weighted-average common shares outstanding, diluted |
|
44,411,222 |
|
43,201,941 |
|
7 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2026 and 2025, the Company did not have any related party transactions.
8 – DEBT
Long-term debt, net consists of the following:
|
|
March 31, |
|
December 31, |
|
||
|
|
2026 |
|
2025 |
|
||
Principal amount |
|
$ |
330,000 |
|
$ |
200,000 |
|
Less: Unamortized deferred financing costs |
|
|
(11,121) |
|
|
(10,920) |
|
|
|
|
|
|
|
|
|
Long-term debt, net |
|
$ |
318,879 |
|
$ |
189,080 |
|
|
|
March 31, 2026 |
|
December 31, 2025 |
|
||||||||
|
|
|
|
|
Unamortized |
|
|
|
|
Unamortized |
|
||
|
|
|
|
|
Debt Issuance |
|
|
|
|
Debt Issuance |
|
||
|
|
Principal |
|
Cost |
|
Principal |
|
Cost |
|
||||
$680 Million Revolver |
|
$ |
330,000 |
|
$ |
11,121 |
|
$ |
— |
|
$ |
— |
|
$600 Million Revolver |
|
|
— |
|
|
— |
|
|
200,000 |
|
|
10,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
330,000 |
|
$ |
11,121 |
|
$ |
200,000 |
|
$ |
10,920 |
|
$680 Million Revolver
On February 27, 2026, the Company entered into a sixth amendment to upsize its existing $600 Million Revolver to utilize $80,000 under the $300,000 accordion feature to increase the Company’s borrowing capacity from $600,000 to $680,000 (the “$680 Million Revolver”). The increased borrowing capacity was available upon the delivery of the two Newcastlemax vessels, the Genco Stars and Stripes and the Genco Valkyrie, that were delivered on March 5, 2026 and March 24, 2026, respectively, refer to Note 5 — Vessel Acquisitions and Dispositions.
15
The maturity date of the $680 Million Revolver is July 10, 2030 and total quarterly commitment reductions are $29,422 per quarter commencing on March 31, 2027. Key terms of the $680 Million Revolver remain substantially the same as under the Company’s previous $600 Million Revolver.
In accordance with ASC 470-50 — “Debt – Modifications and Extinguishments,” the $680 Million Revolver represents a debt modification of the $600 Million Revolver, therefore the unamortized deferred financing costs for the prior $600 Million Revolver are being amortized over the remaining life of the $680 Million Revolver.
As of March 31, 2026, there was $350,000 availability under the $680 Million Revolver. There were no debt repayments made during the three months ended March 31, 2026 and 2025 under the $680 Million Revolver.
As of March 31, 2026, the Company was in compliance with all of the financial covenants under the $680 Million Revolver.
$600 Million Revolver
On July 10, 2025, the Company entered into a fifth amendment to amend, extend and upsize its existing $500 Million Revolver. The amended structure consisted of a $600 million revolving credit facility (the “$600 Million Revolver”) which could be utilized to support growth of its asset base, as well as general corporate purposes. The maturity date of the $600 Million revolver was July 10, 2030.
There were $4,287 and $0 debt repayments made during the three months ended March 31, 2026 and 2025, respectively, under the $600 Million Revolver.
On February 27, 2026, the Company entered into a sixth amendment to the $600 Million Revolver; refer to the “$680 Million Revolver” section above. As part of the debt modification, $4,287 was settled net amongst the lenders, which has been included as proceeds from the $680 Million Revolver and repayments on the $600 Million Revolver.
$500 Million Revolver
On November 29, 2023, the Company entered into a fourth amendment to amend, extend and upsize its existing credit facility at the time. The amended structure consisted of a $500 million revolving credit facility, which could be utilized to support growth of the Company’s asset base as well as general corporate purposes (the “$500 Million Revolver”). The maturity date of the $500 Million Revolver was November 29, 2028.
There were no debt repayments during the three months ended March 31, 2026 and 2025 under the $500 Million Revolver.
On July 10, 2025, the Company entered into a fifth amendment to the $500 Million Revolver; refer to the “$600 Million Revolver” section above.
Interest rates
The following table sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the cost associated with unused commitment fees, if applicable. The following table also includes the range of interest rates on the debt, excluding the impact of unused commitment fees and any interest rate cap agreements, if applicable:
16
|
|
For the Three Months Ended |
|||
|
|
March 31, |
|||
|
|
2026 |
|
2025 |
|
Effective Interest Rate |
|
6.52 |
% |
9.14 |
% |
Range of Interest Rates (excluding unused commitment fees) |
|
5.47 % to 5.53 |
% |
6.21 % to 6.24 |
% |
9 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values and carrying values of the Company’s financial instruments as of March 31, 2026 and December 31, 2025 that are required to be disclosed at fair value, but not recorded at fair value, are noted below.
|
|
March 31, 2026 |
|
December 31, 2025 |
|
||||||||
|
|
Carrying |
|
|
|
|
Carrying |
|
|
|
|
||
|
|
Value |
|
Fair Value |
|
Value |
|
Fair Value |
|
||||
Cash and cash equivalents |
|
$ |
54,770 |
|
$ |
54,770 |
|
$ |
55,540 |
|
$ |
55,540 |
|
Principal amount of floating rate debt |
|
|
330,000 |
|
|
330,000 |
|
|
200,000 |
|
|
200,000 |
|
The carrying value of the borrowings under the $680 Million Revolver and the $600 Million Revolver as of March 31, 2026 and as of December 31, 2025, respectively, which exclude the impact of deferred financing costs, approximate their fair value due to the variable interest nature thereof as these credit facilities represent floating rate loans. The carrying amounts of the Company’s other financial instruments as of March 31, 2026 and December 31, 2025 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments.
ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumption (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 requires significant management judgment. The three levels are defined as follows:
| ● | Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment. |
| ● | Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. |
| ● | Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Cash and cash equivalents and restricted cash are considered Level 1 items, as they represent liquid assets with short-term maturities. Floating rate debt is considered to be a Level 2 item, as the Company considers the estimate of rates it could obtain for similar debt or based upon transactions amongst third parties. Interest rate cap agreements, bunker swap agreements and forward fuel purchase agreements are considered to be Level 2 items. Refer to Note 2 — Summary of Significant Accounting Policies for further information. Nonrecurring fair value measurements include vessel impairment assessments completed during the interim period and at year-end as determined based on third-party quotes, which are based on various data points, including comparable sales of similar vessels, which are Level 2 inputs. There was no vessel impairment recorded during the three months ended March 31, 2026 and 2025.
17
The fair value determination for the operating lease right-of-use assets is based on third-party quotes, which is considered a Level 2 input. Nonrecurring fair value measurements may include impairment tests of the Company’s operating lease right-of-use assets if there are indicators of impairments. During the three months ended March 31, 2026 and 2025, there were no indicators of impairment of the operating lease right-of-use assets.
The Company did not have any Level 3 financial assets or liabilities as of March 31, 2026 and December 31, 2025.
10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
|
|
March 31, |
|
December 31, |
|
||
|
|
2026 |
|
2025 |
|
||
Accounts payable |
|
$ |
15,867 |
|
$ |
18,642 |
|
Accrued general and administrative expenses |
|
|
4,678 |
|
|
7,117 |
|
Accrued vessel operating expenses |
|
|
13,991 |
|
|
11,084 |
|
Total accounts payable and accrued expenses |
|
$ |
34,536 |
|
$ |
36,843 |
|
11 – VOYAGE REVENUES
Total voyage revenues include revenue earned on fixed rate time charters, spot market voyage charters and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters. For the three months ended March 31, 2026 and 2025, the Company earned $114,429 and $71,269 of voyage revenues, respectively.
Total voyage revenues recognized in the Condensed Consolidated Statements of Operations includes the following:
|
|
|
For the Three Months Ended |
|
||||
|
|
|
March 31, |
|
||||
|
|
|
2026 |
|
2025 |
|
||
Lease revenue |
|
|
$ |
33,849 |
|
$ |
32,336 |
|
Spot market voyage revenue |
|
|
|
80,580 |
|
|
38,933 |
|
Total voyage revenues |
|
|
$ |
114,429 |
|
$ |
71,269 |
|
12 – LEASES
On October 14, 2024, the Company entered into a lease agreement to extend its current lease agreement for its main office space in New York, New York which commenced on October 1, 2025 until July 31, 2036. The lease agreement is for only the space currently occupied by the Company and the portion of the lease that was being sublet expired on September 30, 2025. There is a free base rental period until August 2027. Following the expiration of the free base rental period, the monthly base rental payments will be $70 until July 2031 and $74 thereafter. For accounting purposes, this lease agreement constitutes a lease modification and the Company revalued the lease liability and right-of-use asset on October 14, 2024.
On June 14, 2019, the Company entered into a sublease agreement for a portion of the leased space for its main office in New York, New York, which commenced on July 26, 2019 and ended on September 29, 2025. There was $0 and $306 of sublease income recorded during the three months ended March 31, 2026 and 2025. Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Condensed Consolidated Statements of Operations.
18
The Company charters in third-party vessels and the Company is the lessee in these agreements under ASC 842, “Leases (Topic 842)” (“ASC 842”). The Company has elected the practical expedient under ASC 842 to not recognize right-of-use assets and lease liabilities for short-term leases. During the three months ended March 31, 2026 and 2025, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases.
13 – STOCK-BASED COMPENSATION
2015 Equity Incentive Plan
Stock Options
The following table summarizes the stock option activity for the three months ended March 31, 2026:
|
|
|
|
Weighted |
|
Weighted |
|
|
|
||
|
|
Number |
|
Average |
|
Average |
|
|
|
||
|
|
of |
|
Exercise |
|
Fair |
|
|
|
||
|
|
Options |
|
Price |
|
Value |
|
|
|
||
Outstanding as of January 1, 2026 |
|
71,462 |
|
|
9.91 |
|
|
4.33 |
|
|
|
Granted |
|
— |
|
|
— |
|
|
— |
|
|
|
Exercised |
|
(2,178) |
|
|
9.91 |
|
|
4.33 |
|
|
|
Forfeited |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of March 31, 2026 |
|
69,284 |
|
$ |
9.91 |
|
$ |
4.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of March 31, 2026 |
|
69,284 |
|
$ |
9.91 |
|
$ |
4.33 |
|
|
|
The following table summarizes certain information about the options outstanding as of March 31, 2026:
|
|
|
Options Outstanding and Unvested, |
|
Options Outstanding and Exercisable, |
|
||||||||||
|
|
|
March 31, 2026 |
|
March 31, 2026 |
|
||||||||||
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
Average |
|
|||
Exercise Price of |
|
|
|
Average |
|
Remaining |
|
|
|
Average |
|
Remaining |
|
|||
Outstanding |
|
Number of |
|
Exercise |
|
Contractual |
|
Number of |
|
Exercise |
|
Contractual |
|
|||
Options |
|
Options |
|
Price |
|
Life |
|
Options |
|
Price |
|
Life |
|
|||
$ |
9.91 |
|
— |
|
$ |
— |
|
— |
|
69,284 |
|
$ |
9.91 |
|
0.90 |
|
As of March 31, 2026 and December 31, 2025, a total of 69,284 and 71,462 stock options were outstanding, respectively.
There was no remaining unamortized stock-based compensation as of March 31, 2026.
For the three months ended March 31, 2026 and 2025, the Company did not record any amortization expense of the fair value of its stock options.
Restricted Stock Units
The Company has granted restricted stock units (“RSUs”) under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of March 31, 2026 and December 31, 2025, 1,588,359 and 1,330,383 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively.
19
Such shares will only be issued in respect to vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the 2015 Plan.
The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the 30-trading day trailing volume-weighted average price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors. The RSUs that have been issued to other individuals vest in equal installments on each of the anniversaries of the determined vesting date, over the three or five year vesting periods, as applicable.
The table below summarizes the Company’s unvested RSUs for the three months ended March 31, 2026:
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
Number of |
|
Average Grant |
|
|
|
|
RSUs |
|
Date Price |
|
|
Outstanding as of January 1, 2026 |
|
634,884 |
|
$ |
15.98 |
|
Granted |
|
217,836 |
|
|
22.21 |
|
Vested |
|
(263,888) |
|
|
16.60 |
|
Forfeited |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
Outstanding as of March 31, 2026 |
|
588,832 |
|
$ |
18.00 |
|
The total fair value of the RSUs that vested during the three months ended March 31, 2026 and 2025 was $6,231 and $2,855, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
The following table summarizes certain information of the RSUs unvested and vested outstanding as of March 31, 2026:
Unvested RSUs |
|
Vested RSUs |
|
||||||||
March 31, 2026 |
|
March 31, 2026 |
|
||||||||
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
||
|
|
Average |
|
Remaining |
|
|
|
Average |
|
||
Number of |
|
Grant Date |
|
Contractual |
|
Number of |
|
Grant Date |
|
||
RSUs |
|
Price |
|
Life |
|
RSUs |
|
Price |
|
||
588,832 |
|
$ |
18.00 |
|
1.42 |
|
286,614 |
|
$ |
14.05 |
|
The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of March 31, 2026, unrecognized compensation cost of $6,578 related to RSUs will be recognized over a weighted-average period of 1.42 years.
For the three months ended March 31, 2026 and 2025, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2026 |
|
2025 |
|
||
General and administrative expenses |
|
$ |
1,305 |
|
$ |
1,219 |
|
20
Performance-Based Restricted Stock Units
The Company has granted performance-based restricted stock units (“PRSUs”) under the 2015 Plan to certain employees of the Company, some of which are contingent upon the Company’s relative total shareholder return (“TSR”) and some of which are contingent upon the Company’s return on invested capital (“ROIC”) for a three-year performance period. As of March 31, 2026 and December 31, 2025, 74,645 and 0 shares of the Company’s common stock were outstanding in respect of the PRSUs, respectively.
The TSR is calculated based on the Company’s total shareholder return compared to that of certain peer companies specified in the award agreements over the performance period and is calculated based on the change in the average daily closing stock price over a 20 trading-day period from the beginning to the end of the performance period, including reinvested dividends. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual relative TSR performance during the performance period. The grant date fair value of the TSR awards was estimated using a Monte Carlo simulation model. Compensation for these awards, which are subject to market conditions, is being amortized over the service period.
The grant date fair value of the ROIC awards was estimated using the closing share price of the Company’s stock on the date of grant. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual ROIC performance during the performance period. As such, ROIC awards are subject to performance conditions and compensation cost is recognized over the service period based on the amount of awards that the Company believes is probable that will vest. To the extent the Company’s estimate changes, the Company will recognize a cumulative catch up in subsequent reporting periods.
The table below summarizes the Company’s unvested PRSUs for the three months ended March 31, 2026:
|
|
Number of |
|
Average Grant |
|
|
|
PRSUs |
|
Date Price |
|
Outstanding as of January 1, 2026 |
|
244,857 |
|
$ |
18.88 |
Granted |
|
118,596 |
|
|
25.52 |
Adjusted for performance results (a) |
|
— |
|
|
— |
Vested |
|
— |
|
|
— |
Forfeited |
|
— |
|
|
— |
|
|
|
|
|
|
Outstanding as of March 31, 2026 |
|
363,453 |
|
$ |
21.04 |
| (a) | Represents the adjustment to previously granted PRSUs for performance results. |
There were no PRSUs that vested during the three months ended March 31, 2026 and 2025.
The PRSUs, if earned, will ordinarily be settled in shares of common stock issued during the first quarter after the three-year performance period and the recipient will receive a share of common stock for each earned PRSU. If 100% of the target metric is achieved, the recipient will earn 100% of the target amount of the PRSUs originally granted. However, based on actual performance, the number of PRSUs earned will change based on the ranges described above.
As of March 31, 2026, unrecognized compensation cost of $4,976 related to PRSUs will be recognized over a weighted-average period of 1.81 years.
21
The weighted-average assumptions used in the estimation of the fair value of these awards granted during the three months ended March 31, 2026 and 2025 are as follows:
|
|
For the Three Months Ended |
|
||
|
|
March 31, |
|
||
Significant Input |
|
2026 |
|
2025 |
|
Closing share price of our common stock |
|
$22.21 |
|
$14.85 |
|
Risk-free rate of return |
|
3.37% |
|
4.24% |
|
Expected volatility of our common stock |
|
32.37% |
|
38.99% |
|
Holding period discount |
|
0% |
|
0% |
|
Simulation term (in years) |
|
2.87 |
|
2.86 |
|
Range of target |
|
0% to 200% |
|
0% to 200% |
|
For the three months ended March 31, 2026 and 2025, the Company recognized nonvested stock amortization expense for the PRSUs, which is included in General and administrative expenses as follows:
|
|
For the Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2026 |
|
2025 |
|
||
General and administrative expenses |
|
$ |
525 |
|
$ |
277 |
|
14 – LEGAL PROCEEDINGS
From time to time, the Company may be subject to other legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any such legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.
15 – SUBSEQUENT EVENTS
On April 15, 2026 the Company completed the sale of the Genco Predator, a 2005-built Supramax vessel, to a third party for $10,600 less a 3.0% commission payable to a third-party broker. The vessel assets for the Genco Predator have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026 at its net book value. This vessel was unencumbered as of March 31, 2026. During the second quarter of 2026, the Company expects to record a net gain on the sale of the Genco Predator similar to the net gain on sale of the Genco Picardy recorded during the first quarter of 2026.
On April 16, 2026, the Company entered into an agreement to acquire a 2019-built 182,000 dwt scrubber-fitted Capesize vessel for a total purchase price of $65,000. The Company paid the $6,500 deposit on May 1, 2026 utilizing cash on hand and this deposit will be held in an escrow account until the Company takes delivery of the vessel. The Company expects to take delivery of the vessel during June 2026.
On May 6, 2026, the Company announced a regular quarterly dividend of $0.35 per share to be paid on or about May 26, 2026 to shareholders of record as of May 18, 2026. The aggregate amount of the dividend is expected to be approximately $15.6 million based on the number of shares currently outstanding, and the Company anticipates funding the dividend from cash on hand at the time the payment is to be made.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget”, “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) declines or sustained weakness in demand in the drybulk shipping industry; (ii) weakness or declines in drybulk shipping rates; (iii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iv) changes in the supply of drybulk carriers including newbuilding of vessels or lower than anticipated scrapping of older vessels; (v) changes in rules and regulations applicable to the cargo industry, including, without limitation, legislation adopted by international organizations or by individual countries and actions taken by regulatory authorities; (vi) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance, general and administrative expenses, and management expenses; (vii) whether our insurance arrangements are adequate; (viii) changes in general domestic and international political conditions; (ix) military actions, terrorism, or piracy, including without limitation the ongoing conflicts in Ukraine and Iran, and attacks on vessels in the Red Sea, and other conflicts in the Middle East and Venezuela; (x) changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (xi) the Company’s acquisition or disposition of vessels; (xii) the amount of offhire time needed to complete maintenance, repairs, and installation of equipment to comply with applicable regulations on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xiii) the completion of definitive documentation with respect to charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the extent to which our operating results are affected by weakness in market conditions and freight and charter rates; (xvi) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xvii) completion of documentation for vessel transactions and the performance of the terms thereof by buyers or sellers of vessels and us; (xviii) the relative cost and availability of low sulfur and high sulfur fuel, worldwide compliance with sulfur emissions regulations that took effect on January 1, 2020 and our ability to realize the economic benefits or recover the cost of the scrubbers we have installed; (xix) our financial results for the year ending December 31, 2026 and other factors relating to determination of the tax treatment of dividends we have declared; (xx) the financial results we achieve for each quarter that apply to the formula under our dividend policy, including without limitation the actual amounts earned by our vessels and the amounts of various expenses we incur, as a significant decrease in such earnings or a significant increase in such expenses may affect our ability to carry out our new value strategy; (xxi) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; (xxii) outbreaks of disease such as the COVID-19 pandemic; (xxiii) trade conflicts, the imposition or modification of port fees, tariffs and other import restrictions, and the effectiveness and cost of any measures the Company may adopt to avoid or mitigate the impact of the foregoing; and (xxiv) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
23
The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this Form 10-Q.
General
We are a New York City-based pure-play drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, bauxite, steel products and other drybulk cargoes along worldwide shipping routes. Our fleet currently consists of 43 drybulk vessels, including two Newcastlemax, 17 Capesize, 15 Ultramax and 9 Supramax vessels, with an aggregate carrying capacity of approximately 4,935,000 deadweight tons (“dwt”) and an average age of approximately 12.6 years.
See pages 33-34 for a table of our current fleet.
Our approach towards fleet composition is to own a high-quality fleet of vessels focused on Newcastlemax, Capesize, Ultramax and Supramax vessels. Newcastlemax and Capesize vessels represent our major bulk vessel category, while Ultramax and Supramax vessels represent our minor bulk vessel category. Our major bulk vessels are primarily used to transport iron ore, coal and bauxite, while our minor bulk vessels are primarily used to transport grains, steel products and other drybulk cargoes such as cement, scrap, fertilizer, nickel ore, salt and sugar. This approach of owning ships that transport both major and minor bulk commodities provide us with exposure to a wide range of drybulk trade flows.
We employ an active commercial strategy which consists of a global team located in the U.S., Denmark and Singapore. Overall, we utilize a portfolio approach to revenue generation through a combination of short-term, spot market employment, index-linked time charters as well as opportunistically booking longer term fixed-rate coverage or contracts of affreightment depending on market conditions and management’s outlook. Our fleet deployment strategy currently is weighted towards short-term fixtures, which provides us with optionality on our sizeable fleet.
Our approach to capital allocation focuses on three key factors:
| ● | Compelling quarterly dividends, |
| ● | Low financial leverage, and |
| ● | Accretive growth and renewal of our fleet |
Since 2021, we have executed this strategy by reducing our debt by $119.2 million cumulatively through March 31, 2026 while expanding our core major bulk and minor bulk segments. These actions have enabled us to further reduce our cash flow breakeven rate positioning us to pay sizeable quarterly dividends across various market environments.
In addition to the $54.8 million of cash on our balance sheet as of March 31, 2026, we had undrawn revolver availability of $350.0 million, bringing our total liquidity to $404.8 million.
On February 27, 2026, we entered into an amendment to upsize our existing $600 Million Revolver. Specifically, we utilized $80 million under the $300 million accordion feature to increase our borrowing capacity from $600 million to $680 million (the “$680 Million Revolver”). The increased borrowing capacity was available upon the delivery of the two Newcastlemax vessels, the Genco Stars and Stripes and the Genco Valkyrie, which were delivered on March 5, 2026 and March 24, 2026, respectively. Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements.
Including the $0.35 dividend for the first quarter of 2026, we have declared 27 consecutive quarterly dividends, which total $7.915 per share.
24
IMO 2023 Compliance Requirements
The International Maritime Organization (“IMO”) implemented two key measures to enhance energy efficiency in international shipping with effect from January 2023 which are as follows:
| ● | Energy Efficiency Existing Ship Index (“EEXI”): Requires vessels of 400 gross tonnage and above which were already in operation at the time the regulation entered force to meet specific minimum energy efficiency standards. |
| ● | Carbon Intensity Indicator (“CII”): Mandates ships of 5,000 gross tonnage and above to annually report their carbon intensity against a gradually more stringent target trajectory. Vessels receive ratings from A (best) to E (worst) and must implement corrective action plans if poorly rated. |
Revised IMO GHG Strategy
In July 2023, the IMO adopted an updated greenhouse gas (“GHG”) strategy, setting forth the following targets:
| ● | Reduce total annual GHG emissions from shipping by at least 20%, striving for 30%, by 2030 compared to 2008 levels, |
| ● | Achieve at least a 70% reduction, striving for 80%, by 2040, |
| ● | Reach net-zero GHG emissions by around 2050. |
IMO Net-Zero Framework
At its 83rd session in April 2025, the IMO’s Marine Environment Protection Committee (“MEPC”) approved draft regulations forming the IMO Net-Zero Framework. Key components include:
| ● | A new global fuel standard for ships, establishing a phased reduction in the carbon intensity of marine fuels calculated on a “well-to-wake” basis. |
| ● | A global pricing mechanism for GHG emissions that aims to reduce the cost gap between conventional and zero or near-zero GHG emission fuels through a two-tier compliance system where vessels exceeding the gradually more stringent emission limits will pay fees into a Net-Zero Fund established by the IMO. |
At the second extraordinary session of the MEPC, held in October 2025 specifically to consider formal adoption of the IMO Net-Zero Framework as approved at MEPC’s 83rd session, a lack of consensus among member states led to an unexpected adjournment of the session for one year.
At MEPC’s 84th session in April 2026, member states did not reach agreement on adoption or substantive revision of the IMO Net-Zero Framework. The Framework remains the central basis for ongoing negotiations, with two intersessional working group meetings agreed for September 2026 and November 2026 to address remaining concerns and issues with the current draft amendments.
MEPC’s 85th session is scheduled for November 30 to December 3, 2026. Subject to decisions made at MEPC 85, the adjourned second extraordinary session is expected to be resumed directly thereafter, on December 4, 2026, to continue consideration of adoption of the IMO Net-Zero Framework.
Based on the outcomes of MEPC’s 84th session, the earliest the IMO Net-Zero Framework will enter into force remains mid-2028, although continued lack of consensus or further revisions could delay implementation.
25
In the IMO Net-Zero Framework’s current form, any vessel consuming conventional fossil fuels would be required to transfer surplus credits from over-compliant vessels, purchase remedial credits through contributions to the Net-Zero Fund, or both to clear its compliance deficit. The timing and final design of these measures remain uncertain but could result in increased compliance costs for dry bulk vessels operating on conventional fuels.
United Kingdom Emissions Trading Scheme
The United Kingdom (“UK”) government has released its interim response on the expansion of the UK Emission Trading Scheme (“UK ETS”) to the maritime sector. The response notes the following:
| ● | The UK ETS maritime regime will start on July 1, 2026 with the first reporting period running through December 31, 2026 and subsequent reporting periods on a full calendar year basis. |
| ● | The deadline for surrendering of allowances against verified emissions will be April 30 of the year following the reporting period, however allowances for 2026 will not need to be surrendered until April 30, 2028, together with the 2027 allowances. |
| ● | The UK ETS will include all domestic voyages. All emissions within a voyage will be included, including while at anchor and while moored. In addition, all in-port emissions from ships which are travelling domestically, internationally, or both will be included. |
| ● | The UK ETS Authority has proposed expanding the UK ETS to include 50% of emissions from international maritime voyages starting or ending in a UK port by 2028. |
| ● | The regime applies to vessels of 5,000 gross tonnage and above and covers carbon dioxide, methane, and nitrous oxide emissions. |
These regulations are subject to change until the UK government and UK ETS Authority issue their final responses. Once issued, this response may provide clarity in respect of international voyage emissions which are intended to be included in the future.
Regional Carbon Taxing Schemes
In addition to the EU’s established regional schemes, several national carbon taxing schemes have been implemented recently, most notably by Djibouti and Gabon, with others reportedly under evaluation. Liberia announced a carbon levy in early 2026 only to formally reverse its position several days later. While these recent schemes apply a relatively small price to emissions from ships that call these countries, the trend is towards regulatory fragmentation and complexity. This trend may be exacerbated by the delay and uncertainty surrounding the IMO’s Net-Zero Framework. It is also possible that prolonged lack of consensus and clarity at IMO with regard to the Net-Zero Framework will result in regional and national carbon taxing schemes being more difficult to repeal if and when the Net-Zero Framework eventually does enter force, leading towards overlapping taxation.
26
Biofouling Regulation
Brazil began enforcing biofouling regulations from February 2026 designed to minimize the risk of ships introducing invasive aquatic species, requiring vessels to arrive with a “clean hull” or risk Port State Control (“PSC”) fines, detention, or denial of port entry. Brazil’s biofouling regulations are aligned with the IMO’s 2023 Biofouling Guidelines and similar to existing requirements in Australia and New Zealand. Biosecurity concerns coupled with growing safety and environmental restrictions on underwater hull and propeller cleaning point toward an emerging area of regulatory and operational complexity and underscore the importance of proactive antifouling strategies.
At MEPC 83 in April 2025, the Committee formally agreed to develop a legally binding instrument for the control and management of ships’ biofouling. This decision reflects a shift to elevate biofouling management, currently governed by the voluntary 2023 Biofouling Guidelines to the same enforceable status as ballast water management. The development process is structured around a multi-year work plan. Technical drafting began at the Pollution Prevention and Response (“PPR”) 13 sub-committee meeting in February 2026. While the exact legal form is still under deliberation, the IMO aims for the final instrument to be adopted by 2029, with a likely entry into force around 2031 or 2032, depending on the speed of the subsequent ratification process.
Vessel Acquisitions and Sales
Acquisitions
On April 16, 2026, we entered into an agreement to acquire a 2019-built 182,000 dwt scrubber-fitted Capesize vessel for a total purchase price of $65.0 million. We paid the $6.5 million deposit on May 1, 2026 utilizing cash on hand and this deposit will be held in an escrow account until we take delivery of the vessel. We expect to take delivery of the vessel during June 2026.
On November 15, 2025, we entered into agreements to acquire two 2020-built 208,000 dwt scrubber-fitted Newcastlemax vessels for a total purchase price of $145.5 million. The vessels, that were renamed Genco Stars and Stripes and Genco Valkyrie, were delivered on March 5, 2026 and March 24, 2026, respectively. We drew down $30 million on the $600 Million Revolver on November 20, 2025 in part to fund the $14.6 million deposit made on November 24, 2025, which was held in an escrow account until we took delivery of the vessels. We drew down $65 million on our $600 Million Revolver on February 23, 2026 and $65 million on our $680 Million Revolver on March 16, 2026 to finance the remainder of the purchases.
On July 10, 2025, we entered into an agreement to acquire a vessel that was renamed the Genco Courageous, a 2020-built, 182,000 dwt scrubber-fitted Capesize vessel, for a purchase price of $63.6 million. The vessel was delivered on October 15, 2025. We drew down $10 million on our $500 Million Revolver on June 26, 2025 in part to fund the $6.4 million deposit made on July 23, 2025. We drew down $60 million on our $600 Million Revolver on September 16, 2025 to finance the remainder of the purchase.
Sales
On February 24, 2026, we entered into agreements to sell the Genco Picardy and Genco Predator, both 2005-built Supramax vessels, to a third party for $10.6 million each less a commission payable to a third party. The Genco Picardy was delivered to its third-party buyer on March 30, 2026. The Genco Predator has been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026. The Genco Predator was subsequently delivered to its third-party buyer on April 15, 2026.
We will continue to seek opportunities to renew our fleet going forward.
Our Operations
Our major and minor bulk vessels have similar economic characteristics as they serve the same type of customers, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics.
27
Therefore, we have determined that each of our vessels are individual operating segments. We believe it is meaningful and informative to aggregate our operating segments into two reportable segments for the major bulk and minor bulk fleet.
Our management team and key employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types of charters, such as time charters, spot market voyage charters and spot market-related time charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Our technical management joint venture, GS Shipmanagement Pte. Ltd. (“GSSM”), currently provides the technical management to the vessels in our fleet and members of our New York City-based management team oversee their activities.
28
Factors Affecting Our Results of Operations
We believe that the following table reflects important measures for analyzing trends in our results of operations. The table reflects our ownership days, chartered-in days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three months ended March 31, 2026 and 2025 on a consolidated basis.
|
|
For the Three Months Ended |
|
|
|
|
|
|
||||
|
|
March 31, |
|
Increase |
|
|
|
|||||
|
|
2026 |
|
2025 |
|
(Decrease) |
|
% Change |
|
|||
Fleet Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Ownership days (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
|
34.9 |
|
|
— |
|
|
34.9 |
|
100.0 |
% |
Capesize |
|
|
1,530.0 |
|
|
1,440.0 |
|
|
90.0 |
|
6.3 |
% |
Ultramax |
|
|
1,350.0 |
|
|
1,350.0 |
|
|
— |
|
— |
% |
Supramax |
|
|
988.2 |
|
|
990.0 |
|
|
(1.8) |
|
(0.2) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,903.1 |
|
|
3,780.0 |
|
|
123.1 |
|
3.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered-in days (2) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
|
— |
|
|
— |
|
|
— |
|
— |
% |
Capesize |
|
|
— |
|
|
— |
|
|
— |
|
— |
% |
Ultramax |
|
|
293.4 |
|
|
130.7 |
|
|
162.7 |
|
124.5 |
% |
Supramax |
|
|
110.8 |
|
|
142.7 |
|
|
(31.9) |
|
(22.4) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
404.2 |
|
|
273.4 |
|
|
130.8 |
|
47.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Available days (owned & chartered-in fleet) (3) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
|
28.8 |
|
|
— |
|
|
28.8 |
|
100.0 |
% |
Capesize |
|
|
1,460.2 |
|
|
1,338.5 |
|
|
121.7 |
|
9.1 |
% |
Ultramax |
|
|
1,575.1 |
|
|
1,442.9 |
|
|
132.2 |
|
9.2 |
% |
Supramax |
|
|
1,062.7 |
|
|
995.7 |
|
|
67.0 |
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,126.8 |
|
|
3,777.1 |
|
|
349.7 |
|
9.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Available days (owned fleet) (4) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
|
28.8 |
|
|
— |
|
|
28.8 |
|
100.0 |
% |
Capesize |
|
|
1,460.2 |
|
|
1,338.5 |
|
|
121.7 |
|
9.1 |
% |
Ultramax |
|
|
1,281.7 |
|
|
1,312.2 |
|
|
(30.5) |
|
(2.3) |
% |
Supramax |
|
|
951.9 |
|
|
853.0 |
|
|
98.9 |
|
11.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
3,722.6 |
|
|
3,503.7 |
|
|
218.9 |
|
6.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating days (5) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
|
28.8 |
|
|
— |
|
|
28.8 |
|
100.0 |
% |
Capesize |
|
|
1,452.0 |
|
|
1,307.1 |
|
|
144.9 |
|
11.1 |
% |
Ultramax |
|
|
1,572.8 |
|
|
1,432.4 |
|
|
140.4 |
|
9.8 |
% |
Supramax |
|
|
1,050.3 |
|
|
992.4 |
|
|
57.9 |
|
5.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,103.9 |
|
|
3,731.9 |
|
|
372.0 |
|
10.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fleet utilization (6) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
|
100.0 |
% |
|
— |
% |
|
100.0 |
|
100.0 |
% |
Capesize |
|
|
99.2 |
% |
|
96.3 |
% |
|
2.9 |
% |
3.0 |
% |
Ultramax |
|
|
99.8 |
% |
|
99.1 |
% |
|
0.7 |
% |
0.7 |
% |
Supramax |
|
|
98.3 |
% |
|
98.7 |
% |
|
(0.4) |
% |
(0.4) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fleet average |
|
|
99.2 |
% |
|
98.0 |
% |
|
1.2 |
% |
1.2 |
% |
29
|
|
For the Three Months Ended |
|
|
|
|
|
|
||||
|
|
March 31, |
|
Increase |
|
|
|
|||||
|
|
2026 |
|
2025 |
|
(Decrease) |
|
% Change |
|
|||
Average Daily Results: |
|
|
|
|
|
|
|
|
|
|
|
|
Time Charter Equivalent (7) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
$ |
11,501 |
|
$ |
— |
|
$ |
11,501 |
|
100.0 |
% |
Capesize |
|
|
26,653 |
|
|
13,059 |
|
|
13,594 |
|
104.1 |
% |
Ultramax |
|
|
15,942 |
|
|
12,039 |
|
|
3,903 |
|
32.4 |
% |
Supramax |
|
|
12,958 |
|
|
9,804 |
|
|
3,154 |
|
32.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fleet average |
|
|
19,346 |
|
|
11,884 |
|
|
7,462 |
|
62.8 |
% |
Major bulk vessels |
|
|
26,360 |
|
|
13,059 |
|
|
13,301 |
|
101.9 |
% |
Minor bulk vessels |
|
|
14,670 |
|
|
11,158 |
|
|
3,512 |
|
31.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Daily vessel operating expenses (8) |
|
|
|
|
|
|
|
|
|
|
|
|
Newcastlemax |
|
$ |
12,805 |
|
$ |
— |
|
$ |
12,805 |
|
100.0 |
% |
Capesize |
|
|
7,155 |
|
|
7,132 |
|
|
23 |
|
0.3 |
% |
Ultramax |
|
|
6,033 |
|
|
6,046 |
|
|
(13) |
|
(0.2) |
% |
Supramax |
|
|
7,106 |
|
|
6,550 |
|
|
556 |
|
8.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fleet average |
|
|
6,805 |
|
|
6,592 |
|
|
213 |
|
3.2 |
% |
Definitions
In order to understand our discussion of our results of operations, it is important to understand the meaning of the following terms used in our analysis and the factors that influence our results of operations.
(1) Ownership days. We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.
(2) Chartered-in days. We define chartered-in days as the aggregate number of days in a period during which we chartered-in third-party vessels.
(3) Available days (owned and chartered-in fleet). We define available days as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs under guarantee, vessel upgrades or special surveys. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.
(4) Available days (owned fleet). We define available days for the owned fleet as available days less chartered-in days.
(5) Operating days. We define operating days as the number of our total available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
(6) Fleet utilization. We calculate fleet utilization as the number of our operating days during a period divided by the number of ownership days plus chartered-in days less drydocking days.
30
(7) Time charter equivalent. We define time charter equivalent (“TCE”) rates as our voyage revenues less voyage expenses, charter-hire expenses and realized gains or losses on fuel hedges, divided by the number of the available days of our owned fleet during the period. TCE rate is not an item recognized by U.S. GAAP (i.e., it is a non-GAAP measure). However, it is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts.
|
|
Entire Fleet |
|
Major Bulk |
|
Minor Bulk |
|
|
||||||||||||
|
|
For the Three Months Ended |
|
For the Three Months Ended |
|
For the Three Months Ended |
|
|
||||||||||||
|
|
March 31, |
|
March 31, |
|
March 31, |
|
|
||||||||||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
|
||||||
Voyage revenues (in thousands) |
|
$ |
114,429 |
|
$ |
71,269 |
|
$ |
56,559 |
|
$ |
31,051 |
|
$ |
57,870 |
|
$ |
40,218 |
|
|
Voyage expenses (in thousands) |
|
|
36,276 |
|
|
27,354 |
|
|
17,269 |
|
|
13,572 |
|
|
19,007 |
|
|
13,782 |
|
|
Charter hire expenses (in thousands) |
|
|
6,096 |
|
|
2,285 |
|
|
— |
|
|
— |
|
|
6,096 |
|
|
2,285 |
|
|
Realized (loss) gain on fuel hedges (in thousands) |
|
|
(40) |
|
|
8 |
|
|
(40) |
|
|
— |
|
|
— |
|
|
8 |
|
|
|
|
|
72,017 |
|
|
41,638 |
|
|
39,250 |
|
|
17,479 |
|
|
32,767 |
|
|
24,159 |
|
|
Total available days for owned fleet |
|
|
3,723 |
|
|
3,504 |
|
|
1,489 |
|
|
1,339 |
|
|
2,234 |
|
|
2,165 |
|
|
Total TCE rate |
|
$ |
19,346 |
|
$ |
11,884 |
|
$ |
26,360 |
|
$ |
13,059 |
|
$ |
14,670 |
|
$ |
11,158 |
|
|
(8) Daily vessel operating expenses. We define daily vessel operating expenses to include crew wages and related costs, the cost of insurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period.
31
Operating Data
The following tables represent the operating data for the three months ended March 31, 2026 and 2025 on a consolidated basis.
|
|
For the Three Months Ended |
|
|
|
|
|
|
||||
|
|
March 31, |
|
|
|
|
|
|
||||
|
|
2026 |
|
2025 |
|
Change |
|
% Change |
|
|||
|
|
(U.S. dollars in thousands, except for per share amounts) |
|
|||||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
$ |
114,429 |
|
$ |
71,269 |
|
$ |
43,160 |
|
60.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
114,429 |
|
|
71,269 |
|
|
43,160 |
|
60.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses |
|
|
36,276 |
|
|
27,354 |
|
|
8,922 |
|
32.6 |
% |
Vessel operating expenses |
|
|
26,560 |
|
|
24,916 |
|
|
1,644 |
|
6.6 |
% |
Charter hire expenses |
|
|
6,096 |
|
|
2,285 |
|
|
3,811 |
|
166.8 |
% |
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,830 and $1,496, respectively) |
|
|
8,109 |
|
|
7,494 |
|
|
615 |
|
8.2 |
% |
Technical management expenses |
|
|
760 |
|
|
1,325 |
|
|
(565) |
|
(42.6) |
% |
Depreciation and amortization |
|
|
21,038 |
|
|
17,665 |
|
|
3,373 |
|
19.1 |
% |
Impairment of vessel assets |
|
|
527 |
|
|
— |
|
|
527 |
|
100.0 |
% |
Net gain on sale of vessels |
|
|
(2,075) |
|
|
— |
|
|
(2,075) |
|
(100.0) |
% |
Other operating expense |
|
|
3,826 |
|
|
— |
|
|
3,826 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
101,117 |
|
|
81,039 |
|
|
20,078 |
|
24.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
13,312 |
|
|
(9,770) |
|
|
23,082 |
|
(236.3) |
% |
Other expense, net |
|
|
(3,737) |
|
|
(2,192) |
|
|
(1,545) |
|
70.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
9,575 |
|
|
(11,962) |
|
|
21,537 |
|
(180.0) |
% |
Less: Net income (loss) attributable to noncontrolling interest |
|
|
266 |
|
|
(39) |
|
|
305 |
|
(782.1) |
% |
Net income (loss) attributable to Genco Shipping & Trading Limited |
|
$ |
9,309 |
|
$ |
(11,923) |
|
$ |
21,232 |
|
(178.1) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share - basic |
|
$ |
0.21 |
|
$ |
(0.28) |
|
$ |
0.49 |
|
(175.0) |
% |
Net earnings (loss) per share - diluted |
|
$ |
0.21 |
|
$ |
(0.28) |
|
$ |
0.49 |
|
(175.0) |
% |
Weighted average common shares outstanding - basic |
|
|
43,706,069 |
|
|
43,201,941 |
|
|
504,128 |
|
1.2 |
% |
Weighted average common shares outstanding - diluted |
|
|
44,411,222 |
|
|
43,201,941 |
|
|
1,209,281 |
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (1) |
|
$ |
34,180 |
|
$ |
7,921 |
|
$ |
26,259 |
|
331.5 |
% |
32
| (1) | EBITDA represents net income (loss) attributable to Genco Shipping & Trading Limited plus net interest expense, taxes and depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in our consolidated internal financial statements, and it is presented for review at our board meetings. We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing. EBITDA presents investors with a measure in addition to net income to evaluate our performance prior to these costs. EBITDA is a non-GAAP measure and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP. EBITDA is not a measure of liquidity or cash flows as shown in our Condensed Consolidated Statements of Cash Flows. The definition of EBITDA used here may not be comparable to that used by other companies. The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net income attributable to Genco Shipping & Trading Limited for each of the periods presented above: |
|
|
For the Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2026 |
|
2025 |
|
||
Net income (loss) attributable to Genco Shipping & Trading Limited |
|
$ |
9,309 |
|
$ |
(11,923) |
|
Net interest expense |
|
|
3,833 |
|
|
2,179 |
|
Income tax expense |
|
|
— |
|
|
— |
|
Depreciation and amortization |
|
|
21,038 |
|
|
17,665 |
|
|
|
|
|
|
|
|
|
EBITDA (1) |
|
$ |
34,180 |
|
$ |
7,921 |
|
Results of Operations
The following table sets forth information about the most recent employment of the vessels in our fleet as of May 5, 2026:
|
|
Year |
|
Charter |
|
|
|
|---|---|---|---|---|---|---|---|
Vessel |
|
Built |
|
Expiration(1) |
|
Cash Daily Rate(2) |
|
|
|
|
|
|
|
|
|
Newcastlemax Vessels |
|
|
|
|
|
|
|
Genco Stars and Stripes |
|
2020 |
|
June 2026 |
|
Voyage |
|
Genco Valkyrie |
|
2020 |
|
July 2026 |
|
Voyage |
|
|
|
|
|
|
|
|
|
Capesize Vessels |
|
|
|
|
|
|
|
Genco Augustus |
|
2007 |
|
May 2026 |
|
Voyage |
|
Genco Tiberius |
|
2007 |
|
June 2026 |
|
$36,500 |
|
Genco London |
|
2007 |
|
May 2026 |
|
Voyage |
|
Genco Titus |
|
2007 |
|
May 2026 |
|
Voyage |
|
Genco Constantine |
|
2008 |
|
June 2026 |
|
Voyage |
|
Genco Tiger |
|
2011 |
|
May 2026 |
|
Voyage |
|
Genco Lion |
|
2012 |
|
March 2027 |
|
99.5% of BCI (3) |
|
Genco Bear |
|
2010 |
|
May 2027 |
|
100.0% of BCI (3) |
|
Genco Wolf |
|
2010 |
|
September 2026 |
|
100.5% of BCI (3) |
|
Genco Resolute |
|
2015 |
|
June 2026 |
|
Voyage |
|
Genco Endeavour |
|
2015 |
|
May 2026 |
|
Voyage |
|
Genco Defender |
|
2016 |
|
May 2026 |
|
Voyage |
|
Genco Liberty |
|
2016 |
|
March 2026 |
|
Voyage |
|
Genco Ranger |
|
2016 |
|
April 2026 |
|
Voyage |
|
Genco Reliance |
|
2016 |
|
June 2026 |
|
Voyage |
|
Genco Intrepid |
|
2016 |
|
June 2026 |
|
Voyage |
|
Genco Courageous |
|
2020 |
|
June 2026 |
|
Voyage |
|
33
|
|
Year |
|
Charter |
|
|
|
|---|---|---|---|---|---|---|---|
Vessel |
|
Built |
|
Expiration(1) |
|
Cash Daily Rate(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ultramax Vessels |
|
|
|
|
|
|
|
Genco Hornet |
|
2014 |
|
May 2026 |
|
Voyage |
|
Genco Wasp |
|
2015 |
|
July 2026 |
|
$15,100 |
|
Genco Scorpion |
|
2015 |
|
May 2026 |
|
$14,000 |
|
Baltic Mantis |
|
2015 |
|
May 2026 |
|
Voyage |
|
Genco Weatherly |
|
2014 |
|
July 2026 |
|
Voyage |
|
Genco Columbia |
|
2016 |
|
May 2026 |
|
Voyage |
|
Genco Magic |
|
2014 |
|
May 2026 |
|
$16,000 |
|
Genco Vigilant |
|
2015 |
|
June 2026 |
|
Voyage |
|
Genco Freedom |
|
2015 |
|
June 2026 |
|
Voyage |
|
Genco Enterprise |
|
2016 |
|
July 2026 |
|
Voyage |
|
Genco Constellation |
|
2017 |
|
May 2026 |
|
$21,000 |
|
Genco Madeleine |
|
2014 |
|
May 2026 |
|
$14,500 |
|
Genco Mayflower |
|
2017 |
|
May 2026 |
|
$20,000 |
|
Genco Mary |
|
2022 |
|
May 2026 |
|
Voyage |
|
Genco Laddey |
|
2022 |
|
May 2026 |
|
$10,500 |
|
|
|
|
|
|
|
|
|
Supramax Vessels |
|
|
|
|
|
|
|
Genco Hunter |
|
2007 |
|
June 2026 |
|
$18,750 |
|
Genco Aquitaine |
|
2009 |
|
May 2026 |
|
Voyage |
|
Genco Ardennes |
|
2009 |
|
June 2026 |
|
$25,000 |
|
Genco Auvergne |
|
2009 |
|
May 2026 |
|
$18,000 |
|
Genco Bourgogne |
|
2010 |
|
May 2026 |
|
$15,000 |
|
Genco Brittany |
|
2010 |
|
July 2026 |
|
$20,000 |
|
Genco Languedoc |
|
2010 |
|
May 2026 |
|
Voyage |
|
Genco Pyrenees |
|
2010 |
|
May 2026 |
|
Voyage |
|
Genco Rhone |
|
2011 |
|
May 2026 |
|
$15,500 |
|
| (1) | The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course. Under the terms of certain contracts, the charterer is entitled to extend the time charter from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire. |
| (2) | Time charter rates presented are the gross daily charterhire rates before third-party brokerage commission generally ranging from 1.25% to 5.00%. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues. |
| (3) | BCI is the Baltic Capesize Index. |
Three months ended March 31, 2026 compared to the three months ended March 31, 2025
VOYAGE REVENUES-
For the three months ended March 31, 2026, voyage revenues increased by $43.1 million, or 60.6%, to $114.4 million as compared to $71.3 million for the three months ended March 31, 2025. The increase in voyage revenues was primarily due to higher rates earned by our major and minor bulk vessels, the operation of a larger fleet, as well as less drydocking days during the first quarter of 2026 as compared to the first quarter of 2025. During the first quarter of 2026, freight rates were softer as compared to the fourth quarter of 2025, however, stronger on a year-over-year basis led by strong iron ore and bauxite trades.
Various geopolitical factors continue to impact the macroeconomic environment as well as freight rates. These factors include tariffs and trade protectionism, the war in Iran, the war in Ukraine, and Houthi attacks on commercial vessels. Such attacks have reduced drybulk vessel transits through the Suez Canal, increasing vessel sailing distances and effectively reducing vessel capacity.
34
Government intervention to reduce commodity exports, such as a cap to bauxite shipments originating from Guinea, could reduce cargo volumes and negatively impact freight rates.
The average TCE rate of our overall fleet increased 62.8% to $19,346 a day during the first quarter of 2026 from $11,884 a day during the first quarter of 2025. The TCE for our major bulk vessels increased by 101.9% from $13,059 a day during the first quarter of 2025 to $26,360 a day during the first quarter of 2026. This increase was primarily a result of higher rates achieved by our Capesize vessels, and the purchase of two Newcastlemax vessels. The TCE for our minor bulk vessels increased by 31.5% from $11,158 a day during the first quarter of 2025 to $14,670 a day during the first quarter of 2026 primarily a result of higher rates achieved by our Ultramax and Supramax vessels.
Total ownership days increased from 3,780 during the first quarter of 2025 to 3,903 during the first quarter of 2026 due to the delivery of the Genco Courageous during the fourth quarter of 2025 and the delivery of the Genco Stars and Stripes and Genco Valkyrie during the first quarter of 2026, partially offset by the sale of the Genco Picardy during the first quarter of 2026. Fleet utilization increased from 98.0% during the first quarter of 2025 to 99.2% during the first quarter of 2026. From April 1, 2026 until December 31, 2026, we expect approximately 333 days of offhire related to scheduled drydockings and special surveys. Refer to “Capital Expenditures” section below for further details.
VOYAGE EXPENSES-
In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance, which are recorded as part of vessel operating expenses, are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. There are certain other non-specified voyage expenses such as commissions, which are typically borne by us. Voyage expenses include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated third parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on spot market voyage charters because these expenses are for the account of the vessel owner. At the inception of a time charter, we record the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Voyage expenses also include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. Additionally, we may record lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.
Voyage expenses increased from $27.4 million during the three months ended March 31, 2025 to $36.3 million during the three months ended March 31, 2026. The increase was primarily due to higher overall port and agency fees for our major and minor bulk vessels, the operation of a larger fleet, as well as the operation of a higher number of third-party chartered-in vessels.
VESSEL OPERATING EXPENSES-
Vessel operating expenses increased by $1.7 million from $24.9 million during the three months ended March 31, 2025 to $26.6 million during the three months ended March 31, 2026. This increase was primarily due to the operation of a larger fleet.
Average daily vessel operating expenses (“DVOE”) for our fleet increased to $6,805 per vessel per day for the three months ended March 31, 2026 from $6,592 per vessel per day for the three months ended March 31, 2025. The increase in daily vessel operating expense was primarily due to higher crew costs partially offset by the timing of the purchase of spares. We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.
35
Our vessel operating expenses increase to the extent our fleet expands. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing, lubes, and insurance, may also cause these expenses to increase. Crew costs on our vessels could increase in the future due to higher wages as a result of the potential impact of the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela, among other potential macroeconomic events. The potential impact of these items are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.
The DVOE budget for the second quarter of 2026 is expected to be $6,750 per vessel per day on a fleet-wide basis. The potential impacts of various macroeconomic events, including but not limited to the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela, among other potential macroeconomic events, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.
CHARTER HIRE EXPENSES-
Charter hire expenses increased by $3.8 million from $2.3 million during the three months ended March 31, 2025 to $6.1 million during the three months ended March 31, 2026. The increase was primarily due to an increase in hire rates, as well as an increase in chartered-in days.
GENERAL AND ADMINISTRATIVE EXPENSES-
We incur general and administrative expenses that relate to our onshore non-vessel-related activities. Our general and administrative expenses include our payroll expenses, including those relating to our executive officers, operating lease expense, legal, auditing and other professional expenses. General and administrative expenses include nonvested stock amortization expense which represent the amortization of stock-based compensation that has been issued to our directors and employees pursuant to the 2015 Plan. Refer to Note 13 — Stock-Based Compensation in our Condensed Consolidated Financial Statements. General and administrative expenses also include legal and professional fees associated with our credit facilities, which are not capitalizable to deferred financing costs. We also incur general and administrative expenses for our overseas offices located in Singapore and Copenhagen.
General and administrative expenses increased from $7.5 million during the three months ended March 31, 2025 to $8.1 million during the three months ended March 31, 2026. This increase was primarily due to higher nonvested stock amortization expense.
TECHNICAL MANAGEMENT EXPENSES-
Technical management expenses include the direct costs incurred by GSSM for the technical management of the vessels under its management. Technical management expenses were $0.8 million and $1.3 million during the three months ended March 31, 2026 and 2025, respectively, with the variance due to timing of expenses during the year.
DEPRECIATION AND AMORTIZATION-
Depreciation and amortization expense increased by $3.3 million to $21.0 million during the three months ended March 31, 2026 as compared to $17.7 million during the three months ended March 31, 2025. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2025. Additionally, there was an increase in vessel depreciation expense for the Genco Courageous, which was delivered during the fourth quarter of 2025, and the Genco Stars and Stripes and the Genco Valkyrie, which were both delivered during the first quarter of 2026.
IMPAIRMENT OF VESSEL ASSETS-
During the three months ended March 31, 2026, we recorded $0.5 million of impairment of vessel assets related to the loss on disposal of replaced equipment on certain vessels. There was no impairment expense recorded during the three months ended March 31, 2025.
36
Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information.
NET GAIN ON SALE OF VESSELS
During the three months ended March 31, 2026, we recorded a net gain on sale of vessels of $2.1 million related to the sale of the Genco Picardy on March 30, 2026. Refer to Note 5 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for further information.
OTHER OPERATING EXPENSE-
Other operating expense of $3.8 million recorded during the three months ended March 31, 2026 consists of costs for non-routine aspects of our 2026 Annual Meeting of Shareholders.
OTHER (EXPENSE) INCOME -
INTEREST EXPENSE –
Interest expense increased from $2.5 million during the three months ended March 31, 2025 to $4.5 million during the three months ended March 31, 2026. Interest expense during the three months ended March 31, 2026 and 2025 consisted primarily of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The increase was primarily due to higher outstanding debt during the first quarter of 2026 as compared to the first quarter of 2025, partially offset by lower interest rates.
INTEREST INCOME –
Interest income increased by $0.3 million from $0.4 million during the three months ended March 31, 2025 to $0.7 million during the three months ended March 31, 2026 primarily due to higher interest income earned on our cash and cash equivalents.
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST –
During the three months ended March 31, 2026 and 2025, net income (loss) attributable to noncontrolling interest was $0.3 million and ($0.04) million, respectively, which is associated with the net income (loss) attributable to the noncontrolling interest of GSSM.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash flow from operations, cash on hand, equity offerings and credit facility borrowings. We currently use our funds primarily for the acquisition of vessels, fleet renewal, drydocking for our vessels, payment of dividends, debt repayments and satisfying working capital requirements as may be needed to support our business. Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors.
We believe, given our current cash holdings and undrawn revolver availability, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months. Such resources include unrestricted cash and cash equivalents of $54.8 million as of March 31, 2026 in addition to the $350.0 million availability under the $680 Million Revolver as of March 31, 2026, which compares to a minimum liquidity requirement under our credit facility of approximately $22 million as of March 31, 2026. Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $25.7 million and $25.9 million during the remainder of 2026 and 2027, respectively, as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures. Refer to “Capital Expenditures” below for further details.
37
However, if market conditions were to worsen significantly due to the U.S.-China trade dispute, the imposition of tariffs, the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, or other causes, then our cash resources may decline to a level that may put at risk our ability to pay dividends per our capital allocation strategy or at all.
Going forward, given the nature of our revolving credit facility, we plan to actively manage our debt balance to reduce interest expense and may also opportunistically draw down debt to assist in funding accretive growth opportunities. As of March 31, 2026, there are no mandatory debt repayments due until we must repay $3.1 million and $326.9 million during 2029 and 2030, respectively. Nonetheless, we intend to continue to pay down debt on a voluntary basis.
As of March 31, 2026, the $680 Million Revolver contained collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under such facility. If the values of our vessels were to decline as a result of the various geopolitical factors previously mentioned or otherwise, we may not satisfy this collateral maintenance requirement. If we do not satisfy the collateral maintenance requirement, we will need to post additional collateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject to conditions.
In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from the U.S.-China trade dispute, the imposition of tariffs, the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, and the trajectory of China’s economic recovery and stimulus measures. We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise. We may also from time to time seek to incur additional debt financing from private or public sector sources, refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise. We may also seek to manage our interest rate exposure through hedging transactions. We may seek to accomplish any of these independently or in conjunction with one or more of these actions. However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing on acceptable terms or at all.
On February 27, 2026, we entered into an amendment to upsize our existing $600 Million Revolver. Specifically, we utilized $80 million under the $300 million accordion feature to increase our borrowing capacity from $600 million to $680 million. The increased borrowing capacity was available upon delivery of the two Newcastlemax vessels, the Genco Stars and Stripes and the Genco Valkyrie, which were delivered on March 5, 2026 and March 24, 2026, respectively. Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for further details regarding the terms of the $680 Million Revolver, which information is incorporated herein by reference.
As of March 31, 2026, we were in compliance with all financial covenants under the $680 Million Revolver.
38
Dividends
Under our quarterly dividend policy, the amount available for quarterly dividends is to be calculated based on the following formula:
Operating cash flow
Less: Voluntary quarterly reserve
Cash flow distributable as dividends
The amount of dividends payable under the foregoing formula for each quarter of the year will be determined on a quarterly basis.
For purposes of the foregoing calculation, operating cash flow is defined as voyage revenue less voyage expenses, charter hire expenses, realized gains or losses on fuel hedges, vessel operating expenses, general and administrative expenses other than non-cash restricted stock expenses, technical management fees, and interest expense other than non-cash deferred financing costs. Anticipated uses for the voluntary quarterly reserve include, but are not limited to, vessel acquisitions, debt prepayments and repayments, and general corporate purposes. In order to set aside funds for these purposes, the voluntary reserve will be set on a quarterly basis at the discretion of our Board and is anticipated to be based on future quarterly debt repayments and interest expense.
On May 6, 2026, we announced a quarterly dividend of $0.35 per share. Our quarterly dividend policy and declaration and payment of dividends are subject to legally available funds, compliance with applicable law and contractual obligations (including our credit facilities) and our Board’s determination that each declaration and payment is at that time in the best interests of the Company and its shareholders after its review of our financial performance.
Since 2021, in connection with our comprehensive value strategy, we have paid down additional indebtedness under our credit facilities.
The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors. Our Board of Directors and management continue to closely monitor market developments together with the evaluation of our quarterly dividend policy in the current market environment. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends or stock repurchases other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends or stock repurchases while a company is insolvent or would be rendered insolvent by the payment of such a dividend or such a stock repurchase. Heightened economic uncertainty and the potential for renewed drybulk market weakness as a result of the war in Iran, the war in Ukraine, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends.
You are encouraged to consult your own tax advisor concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local, or foreign law from the payment of dividends on our common stock.
Cash Flows
Net cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $15.7 million and $2.9 million, respectively. This increase in cash provided by operating activities was primarily due to higher rates earned by our major and minor bulk vessels, as well as changes in working capital. Additionally, there was a decrease in drydocking costs incurred during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $123.3 million and $2.9 million, respectively. This fluctuation was primarily a result of a $131.0 million increase in the purchase of vessel assets due to the purchase of the Genco Stars and Stripes and the Genco Valkyrie, which were delivered on March 5, 2026 and on March 24, 2026, respectively.
39
This increase in net cash used in investing activities was partially offset by $10.9 million net proceeds from the sale of the Genco Picardy on March 30, 2026.
Net cash provided by (used in) financing activities during the three months ended March 31, 2026 and 2025 was $106.9 million and ($13.4) million, respectively. On February 27, 2026, the $600 Million Revolver was refinanced with the $680 Million Revolver. As part of the debt modification, $4.3 million was settled net among the lenders of the $600 Million Revolver and $680 Million Revolver. The fluctuation is primarily due to drawdowns totaling $130.0 million on the $600 Million Revolver and the $680 Million Revolver made by the Company during the three months ended March 31, 2026. This increase in cash provided by financing activities was partially offset by a $9.2 million increase in the payment of dividends and a $0.5 million increase in the payment of deferred financing costs related to the $680 Million Revolver during the first quarter of 2026 as compared to the first quarter of 2025.
Interest Rate Swap and Cap Agreements, Forward Freight Agreements and Currency Swap Agreements
As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates. In determining the fair value of interest rate derivatives, we consider the creditworthiness of both the counterparty and ourselves, which has not changed significantly and has no effect on the valuation. Valuations prior to any adjustments for credit risk would be validated by comparison with counterparty valuations. Amounts would not and should not be identical due to the different modeling assumptions. Any material differences would be investigated.
As part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage our exposure to the charter market risks relating to the deployment of our vessels. Generally, these arrangements would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route. Upon settlement, if the contracted charter rate is less than the average of the rates (as reported by an identified index) for the specified route and period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate multiplied by the number of days in the specific period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading, or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. It is not currently our intention to enter into FFAs to generate a stream of income independent of the revenues we derive from the operation of our fleet of vessels. If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit economically during periods of strong demand in the market. We have not entered into any FFAs as of March 31, 2026 and December 31, 2025.
Capital Expenditures
We make capital expenditures from time to time in connection with our vessel acquisitions. Our fleet currently consists of 43 drybulk vessels, including two Newcastlemax, 17 Capesize, 15 Ultramax and 9 Supramax vessels.
As previously announced, we have implemented a fuel efficiency upgrade program for certain of our vessels in an effort to generate fuel savings and increase the future earnings potential for these vessels. The upgrades have been successfully installed during previous drydockings.
The future estimated expenditures are included in the table below.
In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings for our fleet.
40
We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, ballast water treatment systems (“BWTS”) costs, fuel efficiency upgrades and scheduled off-hire days for our fleet through 2027 to be:
Year |
|
Estimated Drydocking |
|
Estimated BWTS |
|
Estimated Fuel Efficiency Upgrade Costs |
|
Estimated Off-hire |
|
|||
|
|
(U.S. dollars in millions) |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
April 1 - December 31, 2026 |
|
$ |
22.1 |
|
$ |
2.8 |
|
$ |
0.8 |
|
333 |
|
2027 (1) |
|
$ |
25.6 |
|
$ |
— |
|
$ |
0.3 |
|
480 |
|
| (1) | These amounts exclude a total of $7.3 million of estimated drydocking costs and fuel efficiency upgrade costs and 130 estimated offhire days for certain vessels that have drydocking class deadlines during the first quarter of 2028 and may, therefore, not be drydocked until 2028. |
The costs reflected are estimates based on drydocking our vessels in China. Actual costs will vary based on various factors, including where the drydockings are actually performed. We expect to fund these costs with cash on hand. These costs do not include drydock expense items that are reflected in vessel operating expenses.
Actual length of drydocking will vary based on the condition of the vessel, yard schedules and other factors. Higher repairs and maintenance expense during drydocking for vessels which are over 15 years old typically result in a higher number of off-hire days depending on the condition of the vessel.
During the three months ended March 31, 2026 and 2025, we incurred a total of $6.4 million and $11.4 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment.
We completed the drydocking of four of our vessels during the three months ended March 31, 2026. Additionally, the drydocking for two of our vessels began during the first quarter of 2026 and will be completed during the second quarter of 2026. We estimate that an additional seven of our vessels will be drydocked during the remainder of 2026 and 11 of our vessels will be drydocked during 2027.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Inflation
Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, general and administrative, and financing costs.
CRITICAL ACCOUNTING POLICIES
Except as described below, there have been no changes or updates to our critical accounting policies as disclosed in the 2025 10-K.
41
Vessels and Depreciation
We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our drybulk vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard. Depreciation is based on cost less the estimated residual scrap value of $400/lightweight ton (lwt) based on the 15-year average scrap value of steel. An increase in the residual value of the vessels will decrease the annual depreciation charge over the remaining useful life of the vessels. Similarly, an increase in the useful life of a drybulk vessel would also decrease the annual depreciation charge. Comparatively, a decrease in the useful life of a drybulk vessel or in its residual value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, we will adjust the vessel’s useful life to end at the date such regulations preclude such vessel’s further commercial use.
The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less. Under U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed in the 2025 10-K.
During the three months ended March 31, 2026, we recorded an impairment loss of $0.5 million for the loss on disposal of replaced equipment on certain vessels. During the three months ended March 31, 2025, there were no impairment losses for vessel assets recorded.
Under our credit facility, we regularly submit to the lenders valuations of our vessels on an individual charter free basis in order to evidence our compliance with the collateral maintenance covenants under our credit facility. Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such. We were in compliance with the collateral maintenance covenant under our $680 Million Revolver as of March 31, 2026. We obtained valuations for all of the vessels in our fleet pursuant to the terms of the $680 Million Revolver.
We compare the carrying value of our vessels with the vessel valuations obtained for covenant compliance purposes to determine whether an indicator of impairment is present (excluding any vessels held for sale). As of March 31, 2026, none of our vessels had carrying values that exceeded their vessel valuations, therefore there were no indicators of impairment. As of December 31, 2025, two of our Capesize vessels had carrying values that exceeded their vessel valuations, which is an indicator of impairment. However, based on an analysis of the anticipated undiscounted future net cash flows to be derived from each of these vessels as described in the 2025 10-K, there were no impairment losses recorded for these vessels incurred during the year ended December 31, 2025.
The amount by which the carrying value at December 31, 2025 of two of our Capesize vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $1.5 million to $2.0 million per vessel, and $3.5 million on an aggregate fleet basis for these two vessels. The average amount by which the carrying value of these vessels exceeded the valuation of such vessels for covenant compliance purposes was $1.8 million as of December 31, 2025. However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters, if any, related to some of our vessels.
In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value as of March 31, 2026 and December 31, 2025. Vessels have been grouped according to their collateralized status as of March 31, 2026 and does not include any vessels held for sale.
42
|
|
|
|
|
|
Carrying Value (U.S. dollars in |
|
||||
|
|
|
|
|
|
thousands) as of |
|
||||
|
|
|
|
Year |
|
March 31, |
|
December 31, |
|
||
Vessels |
|
Year Built |
|
Acquired |
|
2026 |
|
2025 |
|
||
$680 Million Revolver |
|
|
|
|
|
|
|
|
|
|
|
Genco Bear |
|
2010 |
|
2010 |
|
$ |
29,105 |
|
$ |
29,621 |
|
Genco Wolf |
|
2010 |
|
2010 |
|
|
29,622 |
|
|
30,129 |
|
Genco Lion |
|
2012 |
|
2013 |
|
|
25,480 |
|
|
25,823 |
|
Genco Tiger |
|
2011 |
|
2013 |
|
|
24,205 |
|
|
24,525 |
|
Genco Scorpion |
|
2015 |
|
2015 |
|
|
19,262 |
|
|
19,512 |
|
Genco Mantis |
|
2015 |
|
2015 |
|
|
19,445 |
|
|
19,686 |
|
Genco Hunter |
|
2007 |
|
2007 |
|
|
6,653 |
|
|
6,662 |
|
Genco Aquitaine |
|
2009 |
|
2010 |
|
|
7,436 |
|
|
7,526 |
|
Genco Ardennes |
|
2009 |
|
2010 |
|
|
7,461 |
|
|
7,555 |
|
Genco Auvergne |
|
2009 |
|
2010 |
|
|
7,497 |
|
|
7,586 |
|
Genco Bourgogne |
|
2010 |
|
2010 |
|
|
8,004 |
|
|
8,105 |
|
Genco Brittany |
|
2010 |
|
2010 |
|
|
8,030 |
|
|
8,131 |
|
Genco Languedoc |
|
2010 |
|
2010 |
|
|
8,010 |
|
|
8,113 |
|
Genco Pyrenees |
|
2010 |
|
2010 |
|
|
8,254 |
|
|
8,361 |
|
Genco Rhone |
|
2011 |
|
2011 |
|
|
9,253 |
|
|
9,016 |
|
Genco Constantine |
|
2008 |
|
2008 |
|
|
24,812 |
|
|
25,386 |
|
Genco Augustus |
|
2007 |
|
2007 |
|
|
22,291 |
|
|
22,869 |
|
Genco London |
|
2007 |
|
2007 |
|
|
23,418 |
|
|
23,924 |
|
Genco Titus |
|
2007 |
|
2007 |
|
|
23,817 |
|
|
24,355 |
|
Genco Tiberius |
|
2007 |
|
2007 |
|
|
22,094 |
|
|
22,658 |
|
Genco Hornet |
|
2014 |
|
2014 |
|
|
17,956 |
|
|
18,197 |
|
Genco Wasp |
|
2015 |
|
2015 |
|
|
18,200 |
|
|
18,442 |
|
Genco Endeavour |
|
2015 |
|
2018 |
|
|
36,008 |
|
|
36,459 |
|
Genco Resolute |
|
2015 |
|
2018 |
|
|
36,396 |
|
|
36,836 |
|
Genco Columbia |
|
2016 |
|
2018 |
|
|
20,191 |
|
|
20,432 |
|
Genco Weatherly |
|
2014 |
|
2018 |
|
|
16,303 |
|
|
16,524 |
|
Genco Liberty |
|
2016 |
|
2018 |
|
|
38,699 |
|
|
38,639 |
|
Genco Defender |
|
2016 |
|
2018 |
|
|
38,888 |
|
|
38,622 |
|
Genco Magic |
|
2014 |
|
2020 |
|
|
12,513 |
|
|
12,659 |
|
Genco Vigilant |
|
2015 |
|
2021 |
|
|
13,541 |
|
|
13,696 |
|
Genco Freedom |
|
2015 |
|
2021 |
|
|
13,600 |
|
|
13,759 |
|
Genco Enterprise |
|
2016 |
|
2021 |
|
|
17,179 |
|
|
17,377 |
|
Genco Madeleine |
|
2014 |
|
2021 |
|
|
18,859 |
|
|
19,117 |
|
Genco Constellation |
|
2017 |
|
2021 |
|
|
21,480 |
|
|
21,742 |
|
Genco Mayflower |
|
2017 |
|
2021 |
|
|
21,904 |
|
|
22,081 |
|
Genco Laddey |
|
2022 |
|
2022 |
|
|
26,016 |
|
|
26,271 |
|
Genco Mary |
|
2022 |
|
2022 |
|
|
26,044 |
|
|
26,300 |
|
Genco Ranger |
|
2016 |
|
2023 |
|
|
39,838 |
|
|
39,785 |
|
Genco Reliance |
|
2016 |
|
2023 |
|
|
39,290 |
|
|
39,746 |
|
Genco Intrepid |
|
2016 |
|
2024 |
|
|
47,018 |
|
|
47,605 |
|
Genco Courageous |
|
2020 |
|
2025 |
|
|
63,028 |
|
|
63,552 |
|
Genco Stars and Stripes |
|
2020 |
|
2026 |
|
|
72,601 |
|
|
— |
|
Genco Valkyrie |
|
2020 |
|
2026 |
|
|
72,758 |
|
|
— |
|
Total |
|
|
|
|
|
$ |
1,062,459 |
|
$ |
927,384 |
|
Unencumbered |
|
|
|
|
|
|
|
|
|
|
|
Genco Picardy |
|
2005 |
|
2010 |
|
|
— |
|
|
6,035 |
|
Genco Predator |
|
2005 |
|
2007 |
|
|
— |
|
|
5,908 |
|
Total |
|
|
|
|
|
$ |
— |
|
$ |
11,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Total |
|
|
|
|
|
$ |
1,062,459 |
|
$ |
939,327 |
|
43
If we were to sell a vessel or hold a vessel for sale, and the carrying value of the vessel were to exceed its fair market value, net of costs to sell, we would record a loss in the amount of the difference. Refer to Note 2 — Summary of Significant Accounting Policies and Note 5 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for information regarding the sale of vessel assets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings.
Interest rate cap agreements cap the borrowing rate on our variable debt to provide a hedge against the risk of rising rates.
We are subject to market risks relating to changes in SOFR rates because we have significant amounts of floating rate debt outstanding. During the three months ended March 31, 2026 and 2025, we were subject to the following interest rates on the outstanding debt under our credit facilities (Refer to Note 8 — Debt in our Condensed Consolidated Financial Statements for the effective dates and termination dates for our credit facilities outlined below):
| ● | $500 Million Revolver |
| ● | One-month SOFR plus 1.85% until August 1, 2024 when the applicable margin was increased from 1.85% to 1.90% pursuant to the sustainability link term of the facility. These rates were applicable until July 10, 2025 when we entered into the $600 Million Revolver. |
| ● | $600 Million Revolver |
| ● | One-month SOFR plus 1.75% from July 10, 2025 until July 31, 2025 when the applicable margin was increased from 1.75% to 1.80% pursuant to the sustainability link term of the facility. These rates were applicable until February 27, 2026 when we entered into the $680 Million Revolver. |
| ● | $680 Million Revolver |
| ● | One-month SOFR plus 1.80% pursuant to the sustainability link term of the facility beginning February 27, 2026. |
A 1% increase in SOFR would have resulted in an increase of $0.6 million in interest expense for the three months ended March 31, 2026.
From time to time, the Company may consider derivative financial instruments such as swaps and caps or other means to protect itself against interest rate fluctuations.
Derivative financial instruments
As part of our business strategy, we may enter into interest rate swaps or interest rate cap agreements to manage interest costs and the risk associated with changing interest rates.
Our prior interest rate cap agreements were initially designated and qualified as cash flow hedges. The premium paid was recognized in income on a rational basis, and all changes in the value of the caps were deferred in AOCI and were subsequently reclassified into Interest expense in the period when the hedged interest affected earnings.
Refer to “Interest rate risk” section above for further information regarding interest rate swap agreements.
44
We have entered into bunker swap and forward fuel purchase agreements with the objective of reducing the risk of the effect of changing fuel prices. Our bunker swap and forward fuel purchase agreements do not qualify for hedge accounting treatment; therefore, any unrealized or realized gains or losses are recognized as other income (expense). Refer to the “Bunker swap and forward fuel purchase agreements” section of Note 2 — Summary of Significant Accounting Policies for further information.
Currency and exchange rates risk
The majority of transactions in the international shipping industry are denominated in U.S. Dollars. Virtually all of our revenues and most of our operating costs are in U.S. Dollars. We incur certain operating expenses in currencies other than the U.S. dollar, and the foreign exchange risk associated with these operating expenses is immaterial.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the 2025 10-K, which could materially affect our business, financial condition or future results.
Below is an update to the risk factor entitled, “Military actions, terrorist attacks, and other acts of violence may have an adverse effect on our business.”
In February 2026, the United States and Israel launched military operations against Iran, resulting in an armed conflict that has caused significant disruption to global energy markets and international shipping, including the effective closure of the Strait of Hormuz. In turn, these events have resulted in a sharp increase in oil prices and concerns that the supply of crude oil and petroleum products used for vessel fuel may be significantly constrained for some period of time. The broader consequences of this conflict are uncertain, and could include further sanctions, blockades, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, the availability of raw materials, supplies, freight and labor, currency exchange rates and financial markets, all of which could impact our business, financial condition and results of operations. Regarding the drybulk market, the ability to transport certain minor bulk cargoes imported and exported from the region may be negatively impacted. Additionally, we anticipate fleet inefficiencies on the supply side due to vessels currently in the region as well as re-routing of cargo flows as well as an increased emphasis on energy security.
45
The broader impact from this conflict on global GDP growth and in turn demand for raw materials that we carry remains uncertain.
Below is an update to the risk factor entitled, “A downturn in the global economic environment may negatively impact our business.”
Government intervention to reduce commodity exports, such as a cap to bauxite shipments originating from Guinea, could reduce cargo volumes and negatively impact freight rates.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
On March 5, 2026, John C. Wobensmith, our Chief Executive Officer and President; Peter Allen, our Chief Financial Officer; Joseph Adamo, our Chief Accounting Officer, Treasurer, and Controller; and Jesper Christensen, our Chief Commercial Officer each adopted a Rule 10b5-1 sales plan (a “10b5-1 Plan”). The 10b5-1 Plans are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and, as to Messrs. Wobensmith, Allen, Adamo, and Christensen, superseded prior 10b5-1 Plans adopted by each of them in February 2025. The 10b5-1 Plans provide for the sale of a portion of the number of shares of our common stock that may be issuable in settlement of RSUs and PRSUs previously awarded to these executive officers in order to satisfy such executive officers’ related tax obligations. The maximum number of shares of our common stock that may be sold under the 10b5-1 Plans are 267,722 for Mr. Wobensmith, 99,563 for Mr. Allen, 25,715 for Mr. Adamo, and 108,370 for Mr. Christensen. Each 10b5-1 Plan terminates on the earliest of August 23, 2029, completion of the sale of the foregoing shares of common stock according to the terms of the plan, and the relevant officer’s termination of the plan.
ITEM 6. EXHIBITS
The Exhibit Index attached to this report is incorporated into this Item 6 by reference.
46
EXHIBIT INDEX
Exhibit |
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Document |
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3.1 |
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Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1) |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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3.6 |
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3.7 |
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3.8 |
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3.9 |
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Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated July 9, 2014.(1) |
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3.10 |
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Amendment to Amended and Restated By-Laws, dated June 4, 2018.(9) |
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3.11 |
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Second Amendment to Amended and Restated By-Laws, dated July 15, 2020.(6) |
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3.12 |
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Third Amendment to Amended and Restated By-laws, dated January 11, 2021.(10) |
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3.13 |
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Fourth Amendment to Amended and Restated By-laws, dated March 28, 2023.(11) |
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3.14 |
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Fifth Amendment to Amended and Restated By-Laws, dated August 26, 2025.(12) |
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3.15 |
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Statement of Designations of Series B Preferred Stock of Genco Shipping & Trading Limited.(13) |
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4.1 |
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Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(1) |
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4.2 |
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10.1 |
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47
10.2 |
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10.3 |
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Genco Shipping & Trading Limited Employee Retention Plan.(16) |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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31.1 |
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31.2 |
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32.1 |
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Certification of Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350.(*) |
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32.2 |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.(*) |
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101 |
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The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended March 31,2026 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31,2026 and December 31, 2025 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three months ended March 31,2026 and 2025 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31,2026 and 2025 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three months ended March 31,2026 and 2025 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31,2026 and 2025 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).(*) |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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(*) |
Filed with this report. |
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48
(1) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014. |
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(2) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015. |
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(3) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2016. |
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(4) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2016. |
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(5) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2017. |
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(6) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2020. |
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(7) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 31, 2021. |
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(8) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2016. |
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(9) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2018. |
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(10) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 11, 2021. |
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(11) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 31, 2023. |
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(12) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on August 28, 2025. |
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(13) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2025. |
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(14) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 14, 2025. |
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(15) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 5, 2026. |
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(16) |
Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on March 27, 2026. |
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49
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GENCO SHIPPING & TRADING LIMITED |
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DATE: May 6, 2026 |
By: |
/s/ John C. Wobensmith |
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John C. Wobensmith |
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Chief Executive Officer and President |
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(Principal Executive Officer) |
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DATE: May 6, 2026 |
By: |
/s/ Peter Allen |
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Peter Allen |
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Chief Financial Officer |
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(Principal Financial Officer) |
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50
Exhibit 10.4
Genco Shipping & Trading Limited
Performance Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and John C. Wobensmith (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a)The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended from time to time (the “Employment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement.
As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”).
As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.
(b)In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor:
(i) |
If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(ii) |
If the Participant’s employment with the Company terminated before the Change in Control on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs if such Change in Control has been consummated pursuant to a definitive agreement in effect at the time of such termination of employment or an alternative definitive agreement entered into subsequent to such original definitive agreement and shall otherwise earn and vest in the Pro Rata Portion (pursuant to Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(c)In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), (i) the effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, and (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.
(a)In the event that the Participant’s Service with the Company terminates for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited PRSUs.
-2-
For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. For the avoidance of doubt, no resignation by the Participant as a director following termination of the Participant’s employment by the Company without cause shall be deemed a resignation by the Participant subject to this Section 6(a).
(b)Except as provided in Sections 4(b) and 4(c) hereof, in the event that, before the end of the Measurement Period, the Participant’s Service with the Company is terminated on account of the Participant’s death or disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36.
(c)In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), (i) the effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, and (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.
(a)All earned and vested PRSUs shall be settled by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested PRSUs or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the Determination Date).
(b)Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least an approximately sufficient number of such shares (in the discretion of the administrator) are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
(b) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of PRSUs, unless and until shares of Common Stock are issued to the Participant in respect of such PRSUs.
-3-
-4-
(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(b)In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
-5-
All determinations required by this Section 18 will be at the expense of the Company.
[Signature Page Follows]
-6-
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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By: |
/s/ Peter Allen |
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Name: |
Peter Allen |
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Title: |
Chief Financial Officer |
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/s/ John C. Wobensmith |
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JOHN C. WOBENSMITH |
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-7-
Exhibit A
50% of the Target PRSUs vest based on Relative Total Shareholder Return (“rTSR”) and 50% of the Target PRSUs vest based on Return on Invested Capital (“ROIC”), as provided below:
Performance Metric |
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Award Weighting |
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Threshold |
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Target |
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Stretch |
rTSR |
50% |
25th Percentile |
55th Percentile |
85th Percentile |
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ROIC |
50% |
2.0% |
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4.0-5.0% |
9.0% |
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Percent of Target PRSUs Earned |
25% |
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100% |
200% |
If the level of performance achievement is between two of these identified levels of performance (i.e., between Threshold and Target or between Target and Stretch), the actual amount of the PRSUs that is earned will be “interpolated” in a linear progression between such goals.
For avoidance of doubt, failure to achieve Threshold of one Performance Metric (i.e., failure to achieve threshold for rTSR or failure to achieve threshold for ROIC) shall not result in the forfeiture of the PRSUs subject to the Performance Metric that is achieved.
For purposes of this Agreement, the following terms shall have the following meanings:
“Peer Group” shall mean Star Bulk Carriers Corp., Diana Shipping Inc., Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Seanergy Maritime Holdings Corp., Taylor Maritime Investments Limited, 2020 Bulkers Ltd., Thoresen Thai Agencies Plc., Costamare Bulkers Holdings Limited, and Precious Shipping Public Company Limited. Any members of the Peer Group that become acquired are removed from the Peer Group.
“rTSR” shall be based on share price for the Peer Group measured at the end of the Measurement Period based on a twenty (20) trading day average plus dividends paid (assumed to be reinvested) compared to the share price for the Peer Group at the start of the Measurement Period based on a twenty (20) day trading average. Any Peer Group member that enters bankruptcy, liquidation, or delisting is assumed to be -100%.
“ROIC” is an internally adjusted ratio based on Net Operating Profit After Taxes (NOPAT) / (debt + equity - cash) and is averaged for each year during the Measurement Period.
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-8-
Exhibit 10.5
Genco Shipping & Trading Limited
Performance Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Peter Allen (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a)The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company.
As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.
(b)In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor:
(i) |
If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(ii) |
If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(a)In the event that the Participant’s Service with the Company terminates for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company.
(b)Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement Period, the Participant’s Service with the Company is terminated on account of the Participant’s death or disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36.
(c)In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.
-2-
(a)All earned and vested PRSUs shall be settled by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested PRSUs or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the Determination Date.
(b)Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least an approximately sufficient number of such shares (in the discretion of the administrator) are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
(b) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of PRSUs, unless and until shares of Common Stock are issued to the Participant in respect of such PRSUs.
-3-
(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments
-4-
without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(b)In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations required by this Section 18 will be at the expense of the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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By: |
/s/ John C. Wobensmith |
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Name: |
John C. Wobensmith |
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Title: |
Chief Executive Officer and President |
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/s/ Peter Allen |
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PETER ALLEN |
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-6-
Exhibit A
50% of the Target PRSUs vest based on Relative Total Shareholder Return (“rTSR”) and 50% of the Target PRSUs vest based on Return on Invested Capital (“ROIC”), as provided below:
Performance Metric |
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Award Weighting |
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Threshold |
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Target |
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Stretch |
rTSR |
50% |
25th Percentile |
55th Percentile |
85th Percentile |
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ROIC |
50% |
2.0% |
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4.0-5.0% |
9.0% |
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Percent of Target PRSUs Earned |
25% |
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100% |
200% |
If the level of performance achievement is between two of these identified levels of performance (i.e., between Threshold and Target or between Target and Stretch), the actual amount of the PRSUs that is earned will be “interpolated” in a linear progression between such goals.
For avoidance of doubt, failure to achieve Threshold of one Performance Metric (i.e., failure to achieve threshold for rTSR or failure to achieve threshold for ROIC) shall not result in the forfeiture of the PRSUs subject to the Performance Metric that is achieved.
For purposes of this Agreement, the following terms shall have the following meanings:
“Peer Group” shall mean Star Bulk Carriers Corp., Diana Shipping Inc., Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Seanergy Maritime Holdings Corp., Taylor Maritime Investments Limited, 2020 Bulkers Ltd., Thoresen Thai Agencies Plc., Costamare Bulkers Holdings Limited, and Precious Shipping Public Company Limited. Any members of the Peer Group that become acquired are removed from the Peer Group.
“rTSR” shall be based on share price for the Peer Group measured at the end of the Measurement Period based on a twenty (20) trading day average plus dividends paid (assumed to be reinvested) compared to the share price for the Peer Group at the start of the Measurement Period based on a twenty (20) day trading average. Any Peer Group member that enters bankruptcy, liquidation, or delisting is assumed to be -100%.
“ROIC” is an internally adjusted ratio based on Net Operating Profit After Taxes (NOPAT) / (debt + equity - cash) and is averaged for each year during the Measurement Period.
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-7-
Exhibit 10.6
Genco Shipping & Trading Limited
Performance Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Joseph Adamo (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a)The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company.
As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.
(b)In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor:
(i) |
If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(ii) |
If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(a)In the event that the Participant’s Service with the Company terminates for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company.
(b)Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement Period, the Participant’s Service with the Company is terminated on account of the Participant’s death or disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36.
(c)In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.
-2-
(a)All earned and vested PRSUs shall be settled by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested PRSUs or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the Determination Date.
(b)Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least an approximately sufficient number of such shares (in the discretion of the administrator) are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
(b) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of PRSUs, unless and until shares of Common Stock are issued to the Participant in respect of such PRSUs.
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(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments
-4-
without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(b)In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations required by this Section 18 will be at the expense of the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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By: |
/s/ Peter Allen |
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Name: |
Peter Allen |
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Title: |
Chief Financial Officer |
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/s/ Joseph Adamo |
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Joseph Adamo |
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-6-
Exhibit A
50% of the Target PRSUs vest based on Relative Total Shareholder Return (“rTSR”) and 50% of the Target PRSUs vest based on Return on Invested Capital (“ROIC”), as provided below:
Performance Metric |
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Award Weighting |
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Threshold |
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Target |
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Stretch |
rTSR |
50% |
25th Percentile |
55th Percentile |
85th Percentile |
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ROIC |
50% |
2.0% |
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4.0-5.0% |
9.0% |
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Percent of Target PRSUs Earned |
25% |
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100% |
200% |
If the level of performance achievement is between two of these identified levels of performance (i.e., between Threshold and Target or between Target and Stretch), the actual amount of the PRSUs that is earned will be “interpolated” in a linear progression between such goals.
For avoidance of doubt, failure to achieve Threshold of one Performance Metric (i.e., failure to achieve threshold for rTSR or failure to achieve threshold for ROIC) shall not result in the forfeiture of the PRSUs subject to the Performance Metric that is achieved.
For purposes of this Agreement, the following terms shall have the following meanings:
“Peer Group” shall mean Star Bulk Carriers Corp., Diana Shipping Inc., Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Seanergy Maritime Holdings Corp., Taylor Maritime Investments Limited, 2020 Bulkers Ltd., Thoresen Thai Agencies Plc., Costamare Bulkers Holdings Limited, and Precious Shipping Public Company Limited. Any members of the Peer Group that become acquired are removed from the Peer Group.
“rTSR” shall be based on share price for the Peer Group measured at the end of the Measurement Period based on a twenty (20) trading day average plus dividends paid (assumed to be reinvested) compared to the share price for the Peer Group at the start of the Measurement Period based on a twenty (20) day trading average. Any Peer Group member that enters bankruptcy, liquidation, or delisting is assumed to be -100%.
“ROIC” is an internally adjusted ratio based on Net Operating Profit After Taxes (NOPAT) / (debt + equity - cash) and is averaged for each year during the Measurement Period.
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-7-
Exhibit 10.7
Genco Shipping & Trading Limited
Performance Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Jesper Christensen (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a)The performance period for the PRSUs shall be the period beginning January 1, 2026 and ending on December 31, 2028 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company.
As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.
(b)In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor:
(i) |
If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(ii) |
If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. |
(a)In the event that the Participant’s Service with the Company terminates for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company.
(b)Except as provided in Section 4(b) hereof, in the event that, before the end of the Measurement Period, the Participant’s Service with the Company is terminated on account of the Participant’s death or disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36.
(c)In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the effective date of the termination of Service shall be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date of the termination of Service, (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.
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(a)All earned and vested PRSUs shall be settled by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested PRSUs or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the Determination Date.
(b)Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least an approximately sufficient number of such shares (in the discretion of the administrator) are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
(b) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of PRSUs, unless and until shares of Common Stock are issued to the Participant in respect of such PRSUs.
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(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments
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without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(b)In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations required by this Section 18 will be at the expense of the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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By: |
/s/ Peter Allen |
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Name: |
Peter Allen |
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Title: |
Chief Financial Officer |
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/s/ Jesper Christensen |
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JESPER CHRISTENSEN |
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Exhibit A
50% of the Target PRSUs vest based on Relative Total Shareholder Return (“rTSR”) and 50% of the Target PRSUs vest based on Return on Invested Capital (“ROIC”), as provided below
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Performance Metric |
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Award Weighting |
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Threshold |
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Target |
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Stretch |
rTSR |
50% |
25th Percentile |
55th Percentile |
85th Percentile |
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ROIC |
50% |
2.0% |
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4.0-5.0% |
9.0% |
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Percent of Target PRSUs Earned |
25% |
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100% |
200% |
If the level of performance achievement is between two of these identified levels of performance (i.e., between Threshold and Target or between Target and Stretch), the actual amount of the PRSUs that is earned will be “interpolated” in a linear progression between such goals.
For avoidance of doubt, failure to achieve Threshold of one Performance Metric (i.e., failure to achieve threshold for rTSR or failure to achieve threshold for ROIC) shall not result in the forfeiture of the PRSUs subject to the Performance Metric that is achieved.
For purposes of this Agreement, the following terms shall have the following meanings:
“Peer Group” shall mean Star Bulk Carriers Corp., Diana Shipping Inc., Safe Bulkers, Inc., Pacific Basin Shipping Limited, Pangaea Logistics Solutions Ltd., Seanergy Maritime Holdings Corp., Taylor Maritime Investments Limited, 2020 Bulkers Ltd., Thoresen Thai Agencies Plc., Costamare Bulkers Holdings Limited, and Precious Shipping Public Company Limited. Any members of the Peer Group that become acquired are removed from the Peer Group.
“rTSR” shall be based on share price for the Peer Group measured at the end of the Measurement Period based on a twenty (20) trading day average plus dividends paid (assumed to be reinvested) compared to the share price for the Peer Group at the start of the Measurement Period based on a twenty (20) day trading average. Any Peer Group member that enters bankruptcy, liquidation, or delisting is assumed to be -100%.
“ROIC” is an internally adjusted ratio based on Net Operating Profit After Taxes (NOPAT) / (debt + equity - cash) and is averaged for each year during the Measurement Period.
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Exhibit 10.8
Genco Shipping & Trading Limited
Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and John C. Wobensmith (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a)Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement, 1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of February 23, 2026, rounding down to the nearest whole Restricted Stock Unit on first two anniversaries and rounding up on the remaining anniversary (each such date, a “Vesting Date”), in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.
(b)In the event of the occurrence of a Change in Control and the Participant’s Service as an employee with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), the Restricted Stock Units shall vest in full as of the date of such termination of Service; provided, however, that if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended from time to time (the “Employment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement. For the avoidance of doubt, if the preceding sentence does not apply to a termination of employment, then the provisions of Section 6 shall apply to the Participant’s termination of employment.
(a)In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than as described in Section 4(b), Section 6(b) or Section 6(c), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. For the avoidance of doubt, no resignation by the Participant as a director following termination of the Participant’s employment by the Company without cause shall be deemed a resignation by the Participant subject to this Section 6(a).
(b)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), the Restricted Stock Units shall vest in full as of the date of such termination of Service.
(c)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.
(a)All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).
(b)Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
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(c) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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By: |
/s/ Peter Allen |
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Name: |
Peter Allen |
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Title: |
Chief Financial Officer |
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/s/ John C. Wobensmith |
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JOHN C. WOBENSMITH |
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Exhibit 10.9
Genco Shipping & Trading Limited
Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Peter Allen (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a) Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement, 1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of February 23, 2026 (each such date, a “Vesting Date”), rounding down to the nearest whole Restricted Stock Unit on the first anniversary and rounding up on the remaining two anniversaries, in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.
(b)In the event of the occurrence of a Change in Control, if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control.
(a)In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company.
(b)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan), the Restricted Stock Units shall vest in full as of the date of such termination of Service.
(c)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.
(a)All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).
(b) Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
(b) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.
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(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(b)In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the
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Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations required by this Section 18 will be at the expense of the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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By: |
/s/ John C. Wobensmith |
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Name: |
John C. Wobensmith |
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Title: |
Chief Executive Officer and President |
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/s/ Peter Allen |
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PETER ALLEN |
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Exhibit 10.10
Genco Shipping & Trading Limited
Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Joseph Adamo (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a) Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement, 1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of February 23, 2026 (each such date, a “Vesting Date”), rounding down to the nearest whole Restricted Stock Unit on the first anniversary and rounding up on the remaining two anniversaries, in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.
(b)In the event of the occurrence of a Change in Control, if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control.
(a)In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company.
(b)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan), the Restricted Stock Units shall vest in full as of the date of such termination of Service.
(c)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.
(a)All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).
(b) Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
(b) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.
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(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(b)In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the
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Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations required by this Section 18 will be at the expense of the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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/s/ Peter Allen |
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Peter Allen |
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Chief Financial Officer |
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/s/ Joseph Adamo |
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Joseph Adamo |
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Exhibit 10.11
Genco Shipping & Trading Limited
Restricted Stock Unit Grant Agreement
THIS AGREEMENT, made as of February 16, 2026, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Jesper Christensen (the “Participant”).
WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;
WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
(a) Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement, 1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of February 23, 2026 (each such date, a “Vesting Date”), rounding down to the nearest whole Restricted Stock Unit on the first anniversary and rounding up on the remaining two anniversaries, in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.
(b)In the event of the occurrence of a Change in Control, if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control.
(a)In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company.
(b)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan), the Restricted Stock Units shall vest in full as of the date of such termination of Service.
(c)In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.
(a)All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).
(b) Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).
(b) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.
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(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(b)In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.
(c)For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the
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Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All determinations required by this Section 18 will be at the expense of the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.
GENCO SHIPPING & TRADING LIMITED |
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/s/ Peter Allen |
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Name: |
Peter Allen |
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Title: |
Chief Financial Officer |
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/s/ Jesper Christensen |
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JESPER CHRISTENSEN |
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Exhibit 31.1
CERTIFICATION
I, John C. Wobensmith, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 of Genco Shipping & Trading Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ John C. Wobensmith |
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Name: John C. Wobensmith |
Date: May 6, 2026 |
Title: Chief Executive Officer and President |
Exhibit 31.2
CERTIFICATION
I, Peter Allen, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 of Genco Shipping & Trading Limited;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Peter Allen |
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Name: Peter Allen |
Date: May 6, 2026 |
Title: Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and President of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 6, 2026 |
/s/ John C. Wobensmith |
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Name: John C. Wobensmith |
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Title: Chief Executive Officer and President |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 6, 2026 |
/s/ Peter Allen |
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Name: Peter Allen |
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Title: Chief Financial Officer |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.