GENCO SHIPPING & TRADING LTD

Previous wording

We are a Marshall Islands company that transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels. Our fleet currently consist of 42 drybulk carriers, including 16 Capesize drybulk carriers, 15 Ultramax drybulk carriers, and eleven Supramax drybulk carriers with an aggregate carrying capacity of approximately 4,446,000 deadweight tons (“dwt”). The average age of our current fleet is approximately 12.2 years. We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers. The majority of the vessels in our current fleet are presently engaged under time charter, spot market voyage charters and spot market-related time charters that expire (assuming the option periods in the time charters are not exercised) between February 2025 and March 2026.

Current wording

We are a Marshall Islands company that transports iron ore, coal, grain, bauxite, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels. After the expected delivery of two Newcastlemax vessels during March 2026 that we have agreed to acquire, our fleet will consist of 45 drybulk vessels, including two Newcastlemax and 17 Capesize vessels and 15 Ultramax and 11 Supramax vessels with an aggregate carrying capacity of approximately 5,044,000 deadweight tons (“dwt”) and an average age of approximately 12.7 years, pro forma for agreed-upon acquisitions. We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers. The majority of the vessels in our current fleet are presently engaged under time charter, spot market voyage charters and spot market-related time charters that expire (assuming the option periods in the time charters are not exercised) between February 2026 and March 2027.

Previous wording

In order to opportunistically renew our fleet, we agreed to divest three older, less fuel efficient vessels with their third special survey scheduled in 2024. During the fourth quarter of 2023, we entered into agreements to sell three of our Capesize vessels, the Genco Claudius, the Genco Commodus and the Genco Maximus. The Genco Commodus was delivered to its third-party buyer on February 7, 2024. On February 24, 2024, we terminated the agreements to sell the Genco Claudius and the Genco Maximus due to the buyers’ breach of the agreements’ terms. During the first quarter of 2024, we commenced arbitration with the buyers, seeking a declaration that we validly terminated the agreements due to the buyers’ breach, and to retain the deposits paid by the buyers in connection with the sales, totaling approximately $3.7 million. During the second quarter of 2024, the buyers and we reached an agreement to settle this matter and concluded the arbitration proceeding in exchange for the buyers releasing the deposits to us. On May 13, 2024, we received the deposits and recorded the $3.7 million as part of the net gain on sale of vessels in the Consolidated Statements of Operations during the year ended December 31, 2024, closing the matter. On March 1, 2024, we entered into new agreements to sell the Genco Claudius and Genco Maximus to a separate unaffiliated third-party buyer for an aggregate purchase price of $47.0 million less a 2.0% commission payable to a third party. The sales of the Genco Claudius and Genco Maximus were completed on April 22, 2024 and April 2, 2024, respectively.

Current wording

In order to opportunistically renew our fleet, we agreed to divest three older, less fuel efficient vessels with their third special survey due in 2024. We completed the sale of three of our Capesize vessels, the Genco Commodus, the Genco Claudius and the Genco Maximus, on February 7, 2024, April 22, 2024 and April 2, 2024, respectively.

Previous wording

Additionally, on May 21, 2024, we entered into an agreement to sell the Genco Warrior, a 2005-built Supramax vessel for $11.95 million less a 3.0% commission payable to a third party and the sale was completed on July 5, 2024. Lastly, on July 16, 2024, we entered into an agreement to sell the Genco Hadrian, a 2008-built Capesize vessel, for $25.0 million less a 2.0% commission payable to a third party and the sale was completed on October 4, 2024.

Current wording

Additionally, on July 5, 2024 we completed the sale of the Genco Warrior, a 2005-built Supramax vessel, and on October 4, 2024 we completed the sale of the Genco Hadrian, a 2008-built Capesize vessel.

Previous wording

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 not an item recognized by U.S. GAAP (i.e., 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 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:

Current wording

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 not an item recognized by U.S. GAAP (i.e., 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 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:

Previous wording

market realized atypical strength in the first half of the year led by solid cargo flows, particularly with regard to Brazilian iron ore exports. Increased seaborne volumes were met with firm demand from China, which imported record iron ore volumes in 2024. Additionally, China’s coal imports reached an all-time high in 2024 due to price competitiveness of the seaborne material as compared to domestic production, while the long-haul West Africa to China bauxite trade continues to exhibit growth lengthening trading distances. On top of this, geopolitical factors continued to persist in 2024, most notably with Houthi attacks on commercial vessels in the southern Red Sea and Gulf of Aden region resulting in vessel re-routing and increased fleet inefficiencies in the market. Towards the end of 2024, the drybulk freight market declined from earlier year highs driven by a reduction of port congestion to below median historical levels increasing effective fleet capacity while iron ore trade flows eased into year end. At the beginning of 2025, freight rates have been impacted by various seasonal factors, including weather related disruptions affecting seaborne cargo availability, the frontloaded nature of the newbuilding orderbook, and the timing of the Chinese New Year. These factors have impacted the supply and demand balance leading to reduced freight rates relative to 2024 levels. In 2025, drybulk commodity demand growth may ease relative to 2024 levels, whereas vessel supply growth is expected to remain at a similar level to 2024.

Current wording

New Year. These factors have impacted the supply and demand balance leading to reduced freight rates relative to levels seen at the end of 2025; however, freight rates are at firm levels for this time of year.

Previous wording

The average Time Charter Equivalent, or TCE rate, of our overall fleet increased by 29.4% to $19,107 a day during 2024 from $14,766 a day during 2023. The TCE for our major bulk vessels increased by 46.1% from $18,280 a day during 2023 to $26,699 a day during 2024. This increase was primarily a result of higher rates achieved by our Capesize vessels, as well as lower voyage expenses. The TCE for our minor bulk vessels increased by 14.7% from $12,512 a day during 2023 to $14,351 a day during 2024 primarily a result of higher rates achieved by our Ultramax and Supramax vessels, as well as lower voyage expenses.

Current wording

The average Time Charter Equivalent, or TCE rate, of our overall fleet decreased by 18.9% to $15,502 a day during 2025 from $19,107 a day during 2024. The TCE for our major bulk vessels decreased by 28.0% from $26,699 a day during 2024 to $19,210 a day during 2025. This decrease was primarily a result of lower rates achieved by our Capesize vessels. The TCE for our minor bulk vessels decreased by 6.9% from $14,351 a day during 2024 to $13,355 a day during 2025 primarily a result of lower rates achieved by our Ultramax and Supramax vessels.

Previous wording

For 2024 and 2023, we had ownership days of 15,781.6 and 16,135.2 days, respectively. The decrease in ownership days was primarily due to the sale of four Capesize vessels and one Supramax vessel during 2024 partially offset by the delivery of two Capesize vessels during the fourth quarter of 2023 and one Capesize vessel during the fourth quarter of 2024. Fleet utilization decreased marginally from 97.3% during 2023 to 96.8% during 2024.

Current wording

Total ownership days decreased from 15,781.6 days during 2024 to 15,407.9 days during 2025 due to the sale of four Capesize vessels and one Supramax vessel during 2024, partially offset by the delivery of one Capesize vessel during the fourth quarter of 2024 and one Capesize vessel during the fourth quarter of 2025. Fleet utilization increased from 96.8% during 2024 to 98.4% during 2025.

Previous wording

In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance 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 Consolidated Financial Statements.

Current wording

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 Consolidated Financial Statements.

Previous wording

Average daily vessel operating expenses (“DVOE”) for our fleet increased to $6,440 per vessel per day during 2024 from $6,017 per vessel per day during 2023. The increase in daily vessel operating expenses was primarily due to higher repair and maintenance costs, the timing of the purchase of stores and spares and higher crew costs.

Current wording

Average daily vessel operating expenses (“DVOE”) for our fleet decreased marginally to $6,395 per vessel per day during 2025 from $6,440 per vessel per day during 2024, primarily due to the timing of purchase of stores, lower insurance costs and lower repairs and maintenance expenses, partially offset by higher crew costs and the timing of the purchase of spares.

Previous wording

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 Ukraine, the Israel-Hamas war, and the Houthi conflict in the Red Sea among other potential macroeconomic events, are unpredictable, and the actual amount of DVOE could be higher or lower than budgeted as a result.

Current wording

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 Ukraine, the Israel-Hamas war, and 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 DVOE could be higher or lower than budgeted as a result.

Previous wording

Based on estimates provided by GSSM, our DVOE budget for the full year of 2025 is expected to be $6,375 per vessel per day. The potential impacts of various macroeconomic events, including but not limited to the war in Ukraine, the Israel-Hamas war and the Houthi conflict in the Red Sea, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.

Current wording

Based on estimates provided by GSSM, our DVOE budget for the full year of 2026 is expected to be $6,500 per vessel per day. The potential impacts of various macroeconomic events, including but not limited to the war in Ukraine, the Israel-Hamas war, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.

Previous wording

Charter hire expenses decreased marginally by $0.1 million from $9.1 million during 2023 to $9.1 million during 2024. The decrease was primarily due to a decrease in chartered-in days during 2024 as compared to 2023, partially offset by an increase in hire rates.

Current wording

Charter hire expenses decreased by $3.1 million from $9.1 million during 2024 to $6.0 million during 2025. The decrease was primarily due to a decrease in hire rates, partially offset by an increase in chartered-in days.

Previous wording

General and administrative expenses increased by $0.8 million from $28.3 million during 2023 to $29.1 million during 2024. The increase was primarily due to higher compensation related expenses partially offset by lower ordinary legal and professional fees.

Current wording

General and administrative expenses increased by $1.7 million from $29.1 million during 2024 to $30.8 million during 2025. The increase was primarily due to higher nonvested stock amortization expense and higher legal and professional fees.

Previous wording

Technical management expenses include the direct costs incurred by GSSM for the technical management of the vessels under its management. Technical management fees were $4.6 million and $4.0 million during 2024 and 2023, respectively. The variance was due to the timing of expenses during the year.

Current wording

Technical management expenses include the direct costs incurred by GSSM for the technical management of the vessels under its management. Technical management fees were $5.2 million and $4.6 million during 2025 and 2024, respectively. The variance was due to the timing of expenses during the year.

Previous wording

Depreciation and amortization expenses increased by $2.2 million from $66.5 million during 2023 to $68.7 million during 2024. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2023 and 2024. This increase was partially offset by a decrease in vessel depreciation expense due to the operation of a smaller fleet.

Current wording

Depreciation and amortization expenses increased by $7.5 million from $68.7 million during 2024 to $76.2 million during 2025. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2024 and 2025. Additionally, there was an increase in vessel depreciation expense for the Genco Intrepid and Genco Courageous which were delivered during the fourth quarter of 2024 and 2025, respectively, partially offset by a decrease in vessel depreciation for the Genco Warrior and Genco Hadrian which were sold during the second half of 2024.

Previous wording

Impairment of vessels assets decreased by $35.1 million from $41.7 million during 2023 to $6.6 million during 2024. This included impairment losses for one and three of our Capesize vessels during 2024 and 2023, respectively. Additionally, during 2024, we recorded $1.0 million of losses related to the disposal of replaced equipment on certain vessels.

Current wording

Impairment of vessels assets decreased by $5.9 million from $6.6 million during 2024 to $0.7 million during 2025. During 2025, we recorded $0.7 million of impairment of vessel assets related to the loss on disposal of replaced equipment on certain vessels. During 2024, were recorded $6.6 million of impairment of vessel assets that included $5.6 million impairment losses for the Genco Hadrian, a Capesize vessel, which was impaired during the second quarter of

Previous wording

Other operating expense of $5.7 million recorded during 2024 consists of costs incremental to routine expenses that were incurred related to our 2024 annual meeting held on May 23, 2024.

Current wording

Other operating expense of $1.9 million and $5.7 million recorded during 2025 and 2024, respectively, consists of costs incremental to routine expenses that were incurred related to our 2026 Annual Meeting of Shareholders and our 2024 Annual Meeting of Shareholders, respectively.

Previous wording

Interest expense increased by $4.5 million from $8.8 million during 2023 to $13.3 million during 2024. Interest expense during 2024 and 2023 consisted primarily of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The increase was primarily a result of lower settlement payments received under our interest rate cap agreements during 2024 as compared to 2023 as a result of the expiration of these agreements. This increase was partially offset by a decrease due to lower outstanding debt during 2024 as compared to 2023. Refer to Note 8 — Debt in the Consolidated Financial Statements for information regarding our credit facilities.

Current wording

Interest expense decreased by $1.0 million from $13.3 million during 2024 to $12.3 million during 2025. Interest expense during 2025 and 2024 consisted primarily of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The decrease was primarily due to lower outstanding debt during 2025 as compared to 2024, as well as lower interest rates. This decrease was partially offset by an increase in interest expense as a result of lower settlement payments received under our interest rate cap agreements due to the expiration of these agreements during the first quarter of 2024. There were no interest rate cap agreements during the twelve months ended December 31, 2025. Refer to Note 8 — Debt in the Consolidated Financial Statements for information regarding our credit facilities.

Previous wording

Interest income increased by $0.3 million from $2.7 million during 2023 to $3.0 million during 2024 primarily due to higher interest income earned on our cash and cash equivalents.

Current wording

Interest income decreased by $1.5 million from $3.0 million during 2024 to $1.5 million during 2025 primarily due to lower interest income earned on our cash and cash equivalents.

Previous wording

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST –

Current wording

NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST –

Previous wording

During 2024 and 2023, net income attributable to noncontrolling interest was $0.1 million and $0.5 million, respectively, which is associated with the net income attributable to the noncontrolling interest of GSSM.

Current wording

During 2025 and 2024, net (loss) income attributable to noncontrolling interest was ($0.1) million and $0.1 million, respectively, which is associated with the net (loss) income attributable to the noncontrolling interest of GSSM.

Previous wording

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 $43.7 million as of December 31, 2024 in addition to the $337.3 million availability under the $500 Million Revolver as of December 31, 2024, which compares to a minimum liquidity requirement under our credit facility of approximately $21.0 million as of the date of this report. Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $50.7 million and $42.2 million during 2025 and 2026, 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. However, if market conditions were to worsen significantly due to the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, 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.

Current wording

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 $55.5 million as of December 31, 2025 in addition to the $400 million availability under the $600 Million Revolver as of December 31, 2025, which compares to a minimum liquidity requirement under our credit facility of approximately $21.5 million as of December 31, 2025. Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $35.1 million and $33.2 million during 2026 and 2027, respectively, the $131.0 remining payment for the purchase of the two Newcastlemax vessels expected to be delivered during the first quarter of 2026, as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures. Refer to “Capital Expenditures” below for further details. However, if market conditions were to worsen significantly due to the U.S.-China trade dispute, the imposition of tariffs, the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, 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.

Previous wording

Throughout 2022, 2023 and 2024, we made a total of $241.0 million of voluntary debt prepayments, resulting in a reduced cash flow breakeven rate from previous levels. During the fourth quarter of 2023, partially offsetting this debt reduction, we opportunistically drew down $65 million under the revolver of the $450 Million Credit Facility to partially fund the purchase of two Capesize vessels that were delivered during the fourth quarter of 2023. Additionally, during the fourth quarter of 2024, we drew down $20 million under the $500 Million Revolver to partially fund the purchase of one Capesize vessel that was delivered during the fourth quarter of 2024. 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 December 31, 2024, there are no mandatory debt repayments until we must repay $90.0 million in 2028. Although we do not have any mandatory debt repayments until 2028, we intend to continue to pay down debt on a voluntary basis with a goal of zero net debt.

Current wording

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 December 31, 2025, there are no mandatory debt repayments due until we must repay $200 million in 2030. Nonetheless, we intend to continue to pay down debt on a voluntary basis.

Previous wording

As of December 31, 2024, the $500 Million Revolver contained collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 140% 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.

Current wording

As of December 31, 2025, the $600 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.

Previous wording

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 war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, 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.

Current wording

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 if tariffs, the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, 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.

Previous wording

On November 29, 2023, we entered into a fourth amendment to amend, extend and upsize our prior $450 Million Credit Facility, implementing the $500 Million Revolver. The amended structure consists of a $500 million revolving credit facility, which can be utilized to support growth of our asset base as well as general corporate purposes. Refer to Note 8— Debt in our Consolidated Financial Statements for further details regarding the terms of the $500 Million Revolver, which information is incorporated herein by reference.

Current wording

On July 10, 2025, we entered into a fifth amendment to amend, extend and upsize our existing $500 Million Revolver and implement the $600 Million Revolver. The amended structure consists of a $600 million revolving credit facility which can be utilized to support growth of our asset base, as well as general corporate purposes. Refer to Note 8— Debt in our Consolidated Financial Statements for further details regarding the terms of the $600 Million Revolver, which information is incorporated herein by reference.

Previous wording

As of December 31, 2024, we were in compliance with all financial covenants under the $500 Million Revolver.

Current wording

As of December 31, 2025, we were in compliance with all financial covenants under the $600 Million Revolver.

Previous wording

On February 19, 2025, we announced a quarterly dividend of $0.30 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.

Current wording

On February 17, 2026, we announced a quarterly dividend of $0.50 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.

Previous wording

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 Ukraine, the Israel-Hamas war, the Houthi conflict in the Red Sea, and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends.

Current wording

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 Ukraine, the Israel-Hamas war, 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.

Previous wording

Subject to the discussion of passive foreign investment company (PFIC) status on pages 37 - 38 of this report, any distributions made by us to a U.S. Holder with respect to our common shares generally will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of those earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in our common shares (determined on a share-by-share basis), and thereafter as capital gain. U.S. Holders that own at least 10% of our shares may be able to claim a dividends-received-deduction and should consult their tax advisors.

Current wording

Subject to the discussion of passive foreign investment company (PFIC) status on pages 36 - 37 of this report, any distributions made by us to a U.S. Holder with respect to our common shares generally will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of those earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in our common shares (determined on a share-by-share basis), and thereafter as capital gain. U.S. Holders that own at least 10% of our shares may be able to claim a dividends-received-deduction and should consult their tax advisors.

Previous wording

Net cash provided by operating activities for the years ended December 31, 2024 and 2023 was $126.8 million and $91.8 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. These increases were partially offset by an increase in drydocking costs incurred during 2024 as compared to 2023.

Current wording

Net cash provided by operating activities for the years ended December 31, 2025 and 2024 was $31.9 million and $126.8 million, respectively. This decrease in cash provided by operating activities was primarily due to lower rates earned by our major and minor bulk vessels, as well as changes in working capital. Additionally, there was an increase in drydocking costs incurred during 2025 as compared to 2024.

Previous wording

Net cash provided by (used in) investing activities during the years ended December 31, 2024 and 2023 was $47.8 million and ($91.6) million, respectively. This fluctuation was primarily a result of $103.3 million of net proceeds from the sale of the Genco Commodus, the Genco Claudius, the Genco Maximus, the Genco Warrior and the Genco Hadrian during 2024. There was also a decrease in the purchase of vessels by $37.7 million as we purchased two Capesize vessels that delivered during the fourth quarter of 2023 as compared to one Capesize vessel that delivered during the fourth quarter of 2024. These fluctuations were partially offset by a $1.2 million decrease in insurance proceeds for hull and machinery claims for our vessels.

Current wording

Net cash (used in) provided by investing activities during the years ended December 31, 2025 and 2024 was ($91.6) million and $47.8 million, respectively. This fluctuation was primarily a result of $103.4 million of net proceeds from the sale of the Genco Commodus, the Genco Claudius, the Genco Maximus, the Genco Warrior and the Genco Hadrian during 2024. Additionally, there was a $35.6 million increase in the purchase of vessel assets due to the purchase of the Genco Courageous that was delivered on October 15, 2025, as well as deposits made for two Newcastlemax vessels that we agreed to purchase on November 15, 2025, as compared to the purchase of the Genco Intrepid that was delivered on October 23, 2024.

Previous wording

On November 29, 2023, we entered into a fourth amendment to amend, extend and upsize our existing $450 Million Credit Facility and implement the $500 Million Revolver. The amended structure consists of a $500 million revolving credit facility, which can be utilized to support growth of our asset base as well as general corporate purposes.

Current wording

On July 10, 2025, the Company entered into a fifth amendment to amend, extend and upsize its existing $500 Million Revolver. The amended structure consists of a $600 million revolving credit facility (the “$600 Million Revolver”) which can be utilized to support growth of its asset base, as well as general corporate purposes. The $100 million debt outstanding under the $500 Million Revolver was transferred to the $600 Million Revolver on July 10, 2025.

Previous wording

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.

Current wording

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.

Previous wording

The effective interest rate for the years ended December 31, 2024 and 2023 include interest rates associated with the interest expense for our various credit facilities, including the following: the $500 Million Revolver and the $450 Million Credit Facility (until the $450 Million Credit Facility was amended to become the $500 Million Revolver on November 29, 2023).

Current wording

The effective interest rate for the years ended December 31, 2025 and 2024 include interest rates associated with the interest expense for our various credit facilities, including the following: the $600 Million Revolver and the $500 Million Revolver (until the $500 Million Revolver was amended to become the $600 Million Revolver on July 10, 2025).

Previous wording

The effective interest rate for the aforementioned credit facilities, including the cost associated with unused commitment fees, if applicable, was 9.08% and 8.29% during 2024 and 2023, respectively. The effective interest rate does not include the effect of any interest rate cap agreements. The interest rate on the debt, excluding unused commitment fees and any interest rate cap agreements, ranged from 6.24% to 7.24% and 6.43% to 7.58% during 2024 and 2023, respectively.

Current wording

The effective interest rate for the aforementioned credit facilities, including the cost associated with unused commitment fees, if applicable, was 8.27% and 9.08% during 2025 and 2024, respectively. The effective interest rate does not include the effect of any interest rate cap agreements. The interest rate on the debt, excluding unused commitment fees and any interest rate cap agreements, ranged from 5.53% to 6.24% and 6.24% to 7.24% during 2025 and 2024, respectively.

Previous wording

We make capital expenditures from time to time in connection with our vessel acquisitions. Our fleet currently consists of 42 drybulk vessels, including 16 Capesize drybulk carriers, 15 Ultramax drybulk carriers and eleven Supramax drybulk carriers.

Current wording

We make capital expenditures from time to time in connection with our vessel acquisitions. After the expected delivery of two Newcastlemax vessels we have agreed to acquire, our fleet will consist of 45 drybulk vessels, including two Newcastlemax,17 Capesize vessels, 15 Ultramax and 11 Supramax vessels.

Previous wording

Under our comprehensive IMO 2023 compliance plan, we have installed and intend to install energy saving devices and apply high performance paint systems in order to reduce fuel consumption and emissions among other key initiatives, on select vessels. We have and plan to undertake most, if not all, of these initiatives while our vessels undergo their regularly scheduled drydocking. The future estimated expenditures are included in the table below.

Current wording

The future estimated expenditures are included in the table below.

Previous wording

During 2024 and 2023, we incurred a total of $20.6 million and $10.9 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment.

Current wording

During 2025 and 2024, we incurred a total of $55.8 million and $20.6 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment.

Previous wording

We completed the drydocking of ten of our vessels during 2024. Additionally, the drydocking for one of our vessels began during the fourth quarter of 2024 and completed during the first quarter of 2025. We estimate that an additional 18 of our vessels will be drydocked during 2025 and eight of our vessels will by drydocked during 2026, excluding seven vessels that have drydocking class deadlines during the first quarter of 2027.

Current wording

We completed the drydocking of 17 of our vessels during 2025. Additionally, the drydocking for two of our vessels began during the fourth quarter of 2025 and completed during the first quarter of 2026. We estimate that 11 of our vessels will be drydocked during 2026 and 14 of our vessels will by drydocked during 2027.