| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
GENCO SHIPPING & TRADING LTD [ GNK ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/26/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1)(2) | 05/26/2026 | A | 193.51(12) | (2) | (2) | Common Stock | 193.51 | $0 | 13,733.47 | D | ||||
| Restricted Stock Units | (1)(3) | 05/26/2026 | A | 109.57(12) | (3) | (3) | Common Stock | 109.57 | $0 | 7,776.65 | D | ||||
| Restricted Stock Units | (1)(4) | 05/26/2026 | A | 227.17(12) | (4) | (4) | Common Stock | 227.17 | $0 | 16,122.38 | D | ||||
| Restricted Stock Units | (1)(5) | 05/26/2026 | A | 299.31(12) | (5) | (5) | Common Stock | 299.31 | $0 | 21,242.73 | D | ||||
| Restricted Stock Units | (1)(6) | 05/26/2026 | A | 115.67(12) | (6) | (6) | Common Stock | 115.67 | $0 | 8,209.28 | D | ||||
| Restricted Stock Units | (1)(7) | 05/26/2026 | A | 90.43(12) | (7) | (7) | Common Stock | 90.43 | $0 | 6,418.09 | D | ||||
| Restricted Stock Units | (1)(8) | 05/26/2026 | A | 125.21(12) | (8) | (8) | Common Stock | 125.21 | $0 | 8,886.65 | D | ||||
| Restricted Stock Units | (1)(9) | 05/26/2026 | A | 92.55(12) | (9) | (9) | Common Stock | 92.55 | $0 | 6,568.53 | D | ||||
| Restricted Stock Units | (1)(10) | 05/26/2026 | A | 134.62(12) | (10) | (10) | Common Stock | 134.62 | $0 | 9,554.27 | D | ||||
| Restricted Stock Units | (1)(11) | 05/26/2026 | A | 43.13(12) | (11) | (11) | Common Stock | 43.13 | $0 | 3,061.12 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents the right to receive one share of the issuer's common stock, or in the sole discretion of the issuer's Compensation Committee, the value of a share of common stock on the date that the restricted stock unit vests. |
| 2. These RSUs vested on May 15, 2018. |
| 3. These RSUs vested on May 15, 2019. |
| 4. These RSUs vested on July 15, 2020. |
| 5. These RSUs vested on May 13, 2021. |
| 6. These RSUs vested on May 16, 2022. |
| 7. These RSUs vested on May 16, 2023. |
| 8. These RSUs vested on May 23, 2024. |
| 9. These RSUs vested on May 20, 2025. |
| 10. These RSUs generally vest on the earlier of (i) the date of the annual shareholders meeting of the issuer next following the May 20, 2025 grant date and (ii) July 20, 2026 (the date that is fourteen months after the grant date). |
| 11. Represents RSUs granted in connection with the Reporting Person's appointment as Lead Independent Director of the Issuer's Board of Directors. These RSUs generally vest on the earlier of (i) the date of the annual shareholders meeting of the issuer next following the November 10, 2025 grant date and (ii) July 20, 2026. |
| 12. Represents additional RSUs granted in lieu of the right to receive the amount of cash dividends paid on the common stock underlying the previously outstanding RSUs pursuant to the terms of the governing RSU agreements. The number of additional RSUs is calculated by dividing the amount of the dividend by the 30-trading day trailing volume-weighted average price per share of the issuer's common stock on the dividend payment date. |
| /s/ Kathleen C. Haines | 05/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||