GENCO SHIPPING & TRADING LTD

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 2024 10-K, which could materially affect our business, financial condition or future results.

Below is an update to the risk factor entitled, “A downturn in the global economic environment may negatively impact our business.”:

As previously noted, the United States Trade Representative (USTR) put forward significant trade actions under Section 301 of the Trade Act of 1974, with the aim of addressing China’s dominance in the maritime, logistics, and shipbuilding industries. These actions have the potential to increase port fees and therefore the overall voyage expenses for ships calling at U.S. ports. These actions generally included a fee targeting Chinese owners and operators for each instance a vessel owned or operated by a Chinese entity enters a U.S. port. In response to the USTR imposed port fees, China imposed retaliatory port fees on vessels linked to U.S. ownership while exempting Chinese-built vessels. However, as part of broader trade negotiations between the two countries, both U.S. and China port fees have reportedly been suspended for one year.

Given the potential magnitude of these port-related fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact. If the port fees are reimposed in a manner that applies to our vessels in any material respect, it could significantly reduce our profitability, negatively impact our ability to compete effectively, and materially and adversely affect our operations and financial results.

Below is a new risk factor entitled “Our short-term shareholder rights plan could prevent a potential acquisition of control of our Company, which could decrease the trading price of our common stock.”:

On October 1, 2025, we adopted a short-term stockholder rights plan, which expires on September 30, 2026. The rights plan may have the effect of discouraging or preventing a change of control of the Company by, among other things, making it uneconomical for a third-party to acquire us without the consent of our Board of Directors.

We believe the rights plan protects our stockholders from coercive or otherwise unfair takeover tactics by effectively requiring those who seek to obtain control of the Company to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition of control. However, these provisions could apply even if an acquisition of control of the Company may be considered beneficial by some stockholders and could delay or prevent an acquisition of control that our Board of Directors determines is not in the best interests of our Company and our stockholders. The deterrent effect of the rights plan could also adversely affect the price of our common stock.