SEC Form S-8 filed by Genco Shipping & Trading Limited

 As filed with the Securities and Exchange Commission on July 10, 2026

 

Registration No. 333-

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

GENCO SHIPPING & TRADING LIMITED

(Exact name of Registrant as Specified in Charter)

 

 

 

GENCO SHIPPING & TRADING LIMITED 2015 EQUITY INCENTIVE PLAN

(Full title of the plan)

 

 

299 Park Avenue, 12th Floor

New York, New York 10171

(646) 443-8550

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John C. Wobensmith

Chief Executive Officer and President

299 Park Avenue, 12th Floor

New York, New York 10171

(646) 443-8550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

J. Michael Mayerfeld, Esq.

Herbert Smith Freehills Kramer (US) LLP

1177 Avenue of the Americas

New York, New York 10036

(212) 715-9100

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, Genco Shipping & Trading Limited (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register 1,673,000 additional shares of common stock of the Registrant, par value $0.01 per share (“Common Stock”), for issuance under the Genco Shipping & Trading Limited Amended and Restated 2026 Equity Incentive Plan, as amended to date (the “Amended Plan”). At the Company’s 2026 Annual Meeting of Shareholders held on June 18, 2026, the Registrant’s stockholders approved the April 23, 2026 amendment to the Amended and Restated Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 1,673,000 shares of Common Stock, among other things.

 

The 1,673,000 shares of Common Stock being registered pursuant to this Registration Statement are in addition to the 2,000,000 shares of Common stock that the Registrant previously registered pursuant to its Registration Statement on Form S-8 filed on May 21, 2021 (333-256390) (the “Prior Registration Statement”).

 

Pursuant to General Instruction E of Form S-8, the Prior Registration Statement is incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

 

EXPLANATORY NOTE

 

Genco Shipping & Trading Limited (the “Registrant”) hereby files this Registration Statement on Form S-8 relating to its common stock, par value $.01 per share (“Common Stock”), which may be sold upon the exercise of options or pursuant to other types of equity-based awards granted under the Genco Shipping & Trading Limited 2015 Equity Incentive Plan (the “Plan”), as amended and restated on March 23, 2017 and further amended and restated on March 19, 2021 and April 23, 2026. The Plan was initially adopted on June 26, 2015 and permitted awards to be granted with respect to a maximum of 4,000,000 shares of Common Stock, which became a maximum of 400,000 shares of Common Stock as a result of the Corporation’s 1-for-10 reverse stock split effected on July 7, 2016. Pursuant to the March 23, 2017 amendment and restatement of the Plan, which was approved by the Registrant’s shareholders, an additional 2,350,000 shares of Common Stock became issuable pursuant to awards under the Plan from time to time. Pursuant to the March 19, 2021 amendment and restatement of the Plan, which was also approved by the Registrant’s shareholders, an additional 2,000,000 shares of Common Stock became issuable pursuant to awards under the Plan from time to time. Pursuant to the April 23, 2026 amendment and restatement of the Plan, which was also approved by the Registrant’s shareholders, an additional 1,673,000 shares of Common Stock covered by this Registration Statement may be issued pursuant to awards under the Plan from time to time for a total of 6,423,000 shares.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The Registrant hereby incorporates by reference in this Registration Statement (a) the description of the Common Stock included in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Commission on February 27, 2020, and (b) the Registrant’s Annual Report on Form 10-K filed with the Commission on February 18, 2026, Quarterly Report on Form 10-Q filed with the Commission on May 6, 2026, and current reports on Form 8-K filed with the Commission on March 5, 2026, March 27, 2026, May 1, 2026, June 2, 2026, and June 23, 2026.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 10, 2026.

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following person on July 10, 2026 in the capacities indicated.

 

 

 

 

EXHIBIT INDEX

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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