GENCO SHIPPING & TRADING LIMITED

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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 September 30, 2025

◻

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

98-0439758

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

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 ⌧	Accelerated filer ◻	Non-accelerated filer ◻	Smaller reporting company ☐
			Emerging growth company ◻

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 November 5, 2025: Common stock, par value $0.01 per share — 43,243,165 shares.

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Genco Shipping & Trading Limited

			Page

	PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)		4

	a)	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	4

	b)	Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2025 and 2024	5

	c)	Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months ended September 30, 2025 and 2024	6

	d)	Condensed Consolidated Statements of Equity for the Three and Nine Months ended September 30, 2025 and 2024	7

	e)	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2025 and 2024	9

	f)	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		53

Item 4.	Controls and Procedures		54

	PART II —OTHER INFORMATION

Item 1A.	Risk Factors		55

Item 5.	Other Information		55

Item 6.	Exhibits		56

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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.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Genco Shipping & Trading Limited

Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

(U.S. Dollars in thousands, except for share and per share data)

(Unaudited)


	September 30,		December 31,
	2025		2024

Assets
Current assets:
Cash and cash equivalents	$	89,951	$	43,690
Restricted cash		—		315
Due from charterers, net of a reserve of $658 and $1,620, respectively		13,941		21,376
Prepaid expenses and other current assets		7,823		10,375
Inventories		21,547		22,234
Total current assets		133,262		97,990

Noncurrent assets:
Vessels, net of accumulated depreciation of $359,361 and $322,807, respectively		887,408		915,022
Deposits on vessels		6,527		—
Deferred drydock, net of accumulated amortization of $28,734 and $33,610, respectively		67,084		30,048
Fixed assets, net of accumulated depreciation and amortization of $11,875 and $9,811, respectively		7,969		7,184
Operating lease right-of-use assets		5,351		6,358
Total noncurrent assets		974,339		958,612

Total assets	$	1,107,601	$	1,056,602

Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	51,656	$	34,492
Deferred revenue		4,701		4,665
Current operating lease liabilities		—		1,503
Total current liabilities:		56,357		40,660

Noncurrent liabilities:
Long-term operating lease liabilities		5,463		5,539
Long-term debt, net of deferred financing costs of $11,522 and $7,825, respectively		158,478		82,175
Total noncurrent liabilities		163,941		87,714

Total liabilities		220,298		128,374

Commitments and contingencies (Note 15)

Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; 43,243,165 and 42,757,895 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		432		427
Additional paid-in capital		1,469,951		1,491,032
Accumulated deficit		(584,493)		(564,716)
Total Genco Shipping & Trading Limited shareholders’ equity		885,890		926,743
Noncontrolling interest		1,413		1,485
Total equity		887,303		928,228
Total liabilities and equity	$	1,107,601	$	1,056,602

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2025 and 2024

(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)

(Unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues:
Voyage revenues	$	79,921	$	99,332	$	232,130	$	323,814

Total revenues		79,921		99,332		232,130		323,814

Operating expenses:
Voyage expenses		24,810		28,232		84,169		95,705
Vessel operating expenses		24,391		24,847		73,055		77,756
Charter hire expenses		106		1,267		4,425		7,232
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,919, $1,508, $5,195 and $4,341, respectively)		7,584		6,831		22,477		20,815
Technical management expenses		1,265		1,005		3,821		3,296
Depreciation and amortization		19,298		16,620		55,095		50,939
Impairment of vessel assets		—		961		651		6,595
Net gain on sale of vessels		—		(4,465)		—		(16,693)
Other operating expense		—		—		—		5,728

Total operating expenses		77,454		75,298		243,693		251,373

Operating income (loss)		2,467		24,034		(11,563)		72,441

Other (expense) income:
Other expense		(104)		(239)		(350)		(263)
Interest income		388		749		1,000		2,294
Interest expense		(3,151)		(2,970)		(8,258)		(10,462)
Loss on debt extinguishment		(678)		—		(678)		—

Other expense, net		(3,545)		(2,460)		(8,286)		(8,431)

Net (loss) income		(1,078)		21,574		(19,849)		64,010
Less: Net (loss) income attributable to noncontrolling interest		(25)		115		(72)		286
Net (loss) income attributable to Genco Shipping & Trading Limited	$	(1,053)	$	21,459	$	(19,777)	$	63,724

Net (loss) earnings per share-basic	$	(0.02)	$	0.50	$	(0.46)	$	1.48
Net (loss) earnings per share-diluted	$	(0.02)	$	0.49	$	(0.46)	$	1.46
Weighted average common shares outstanding-basic		43,414,340		43,108,844		43,322,949		43,033,786
Weighted average common shares outstanding-diluted		43,414,340		43,656,385		43,322,949		43,642,521

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Comprehensive (Loss) Income

For the Three and Nine Months Ended September 30, 2025 and 2024

(U.S. Dollars in Thousands)

(Unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Net (loss) income	$	(1,078)	$	21,574	$	(19,849)	$	64,010

Other comprehensive loss		—		—		—		(527)

Comprehensive (loss) income		(1,078)		21,574		(19,849)		63,483
Less: Comprehensive (loss) income attributable to noncontrolling interest		(25)		115		(72)		286
Comprehensive (loss) income attributable to Genco Shipping & Trading Limited	$	(1,053)	$	21,459	$	(19,777)	$	63,197

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Equity

For the Three and Nine Months Ended September 30, 2025 and 2024

(U.S. Dollars in Thousands)


									Genco
									Shipping &
					Accumulated				Trading
			Additional		Other				Limited
	Common		Paid-in		Comprehensive		Accumulated		Shareholders'		Noncontrolling
	Stock		Capital		Income		Deficit		Equity		Interest		Total Equity
Balance — January 1, 2025	$	427		1,491,032		—		(564,716)	$	926,743	$	1,485	$	928,228

Net loss								(11,923)		(11,923)		(39)		(11,962)

Issuance of shares due to vesting of RSUs and exercise of options, net of forfeitures		2		(2)						—				—

Cash dividends declared ($0.30 per share)				(13,111)						(13,111)				(13,111)

Nonvested stock amortization				1,496						1,496				1,496

Balance — March 31, 2025	$	429	$	1,479,415	$	—	$	(576,639)	$	903,205	$	1,446	$	904,651

Net loss								(6,801)		(6,801)		(8)		(6,809)

Cash dividends declared ($0.15 per share)				(6,580)						(6,580)				(6,580)

Nonvested stock amortization				1,780						1,780				1,780

Balance — June 30, 2025	$	429	$	1,474,615	$	—	$	(583,440)	$	891,604	$	1,438	$	893,042

Net loss								(1,053)		(1,053)		(25)		(1,078)

Issuance of shares due to vesting of RSUs and exercise of options		3		(3)						—				—

Cash dividends declared ($0.15 per share)				(6,580)						(6,580)				(6,580)

Nonvested stock amortization				1,919						1,919				1,919

Balance — September 30, 2025	$	432	$	1,469,951	$	—	$	(584,493)	$	885,890	$	1,413	$	887,303

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									Genco
									Shipping &
					Accumulated				Trading
			Additional		Other				Limited
	Common		Paid-in		Comprehensive		Accumulated		Shareholders'		Noncontrolling
	Stock		Capital		Income		Deficit		Equity		Interest		Total Equity
Balance — January 1, 2024	$	425	$	1,553,421	$	527	$	(641,117)	$	913,256	$	1,390	$	914,646

Net income								18,798		18,798		145		18,943

Other comprehensive loss						(527)				(527)				(527)

Issuance of shares due to vesting of RSUs and exercise of options		2		(2)						—				—

Cash dividends declared ($0.41 per share)				(17,814)						(17,814)				(17,814)

Nonvested stock amortization				1,382						1,382				1,382

Balance — March 31, 2024	$	427	$	1,536,987	$	—	$	(622,319)	$	915,095	$	1,535	$	916,630

Net income								23,467		23,467		26		23,493

Issuance of shares due to vesting of RSUs		—		—						—				—

Cash dividends declared ($0.42 per share)				(18,259)						(18,259)				(18,259)

Nonvested stock amortization				1,451						1,451				1,451

Balance — June 30, 2024	$	427	$	1,520,179	$	—	$	(598,852)	$	921,754	$	1,561	$	923,315

Net income								21,459		21,459		115		21,574

Cash dividends declared ($0.34 per share)				(14,778)						(14,778)				(14,778)

Nonvested stock amortization				1,508						1,508				1,508

Balance — September 30, 2024	$	427	$	1,506,909	$	—	$	(577,393)	$	929,943	$	1,676	$	931,619

See accompanying notes to Condensed Consolidated Financial Statements.

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Genco Shipping & Trading Limited

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024

(U.S. Dollars in Thousands)

(Unaudited)


	For the Nine Months Ended
	September 30,
	2025		2024
Cash flows from operating activities:
Net (loss) income	$	(19,849)	$	64,010
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		55,095		50,939
Amortization of deferred financing costs		1,595		1,501
Right-of-use asset amortization		1,007		1,112
Amortization of nonvested stock compensation expense		5,195		4,341
Impairment of vessel assets		651		6,595
Net gain on sale of vessels		—		(16,693)
Loss on debt extinguishment		678		—
Amortization of premium on derivatives		—		45
Insurance proceeds for protection and indemnity claims		80		271
Insurance proceeds for loss of hire claims		6		327
Change in assets and liabilities:
Decrease (increase) in due from charterers		7,435		(2,619)
Decrease (increase) in prepaid expenses and other current assets		1,666		(2,301)
Decrease in inventories		687		1,831
Increase in accounts payable and accrued expenses		16,470		7,829
Increase (decrease) in deferred revenue		36		(2,860)
Decrease in operating lease liabilities		(1,579)		(1,710)
Deferred drydock costs incurred		(53,180)		(15,763)
Net cash provided by operating activities		15,993		96,855

Cash flows from investing activities:
Purchase of vessels and ballast water treatment systems, including deposits		(15,734)		(3,967)
Purchase of other fixed assets		(2,886)		(2,268)
Net proceeds from sale of vessels		—		79,105
Insurance proceeds for hull and machinery claims		864		846
Net cash (used in) provided by investing activities		(17,756)		73,716

Cash flows from financing activities:
Proceeds from the $600 Million Revolver		85,333		—
Proceeds from the $500 Million Revolver		10,000		—
Repayments on the $500 Million Revolver		(15,333)		(120,000)
Cash dividends paid		(26,321)		(50,410)
Payment of deferred financing costs		(5,970)		(38)
Net cash provided by (used in) financing activities		47,709		(170,448)

Net increase in cash, cash equivalents and restricted cash		45,946		123

Cash, cash equivalents and restricted cash at beginning of period		44,005		46,857
Cash, cash equivalents and restricted cash at end of period	$	89,951	$	46,980

See accompanying notes to Condensed Consolidated Financial Statements.

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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 September 30, 2025, the Company’s fleet consisted of 42 drybulk vessels, including 16 Capesize drybulk vessels, 15 Ultramax drybulk vessels and 11 Supramax drybulk vessels, with an aggregate carrying capacity of approximately 4,446,000 deadweight tons (“dwt”) and an average age of approximately 12.8 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 September 30, 2025 and December 31, 2024, and was formed to provide ship management services to the Company’s vessels. As of September 30, 2025 and December 31, 2024, 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, 2024, filed with the SEC on February 21, 2025 (the “2024 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 and nine months ended September 30, 2025 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2025.

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.

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Cash, cash equivalents and restricted cash

The Company considers highly liquid investments, such as money market funds and certificates of deposit with an original maturity of three months or less at the time of purchase to be cash equivalents. Current restricted cash includes cash that was restricted pursuant to the Company’s lease agreement. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:


	September 30,		December 31,
	2025		2024
Cash and cash equivalents	$	89,951	$	43,690
Restricted cash – current		—		315

Cash, cash equivalents and restricted cash	$	89,951	$	44,005

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 September 30, 2025 and 2024, the Company recorded $0 and ($15) of realized losses in other expense, respectively. During the three months ended September 30, 2025 and 2024, the Company recorded ($9) and ($123) of unrealized losses in other expense, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recorded $12 and $95 of realized gains in other expense, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded ($3) and ($84) of unrealized losses in other expense, respectively.

The total fair value of the bunker swap agreements and forward fuel purchase agreements in an asset position as of September 30, 2025 and December 31, 2024 is $2 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 September 30, 2025 and December 31, 2024 is $11 and $6, 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 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 loss of $61 and $76 during the three months ended September 30, 2025 and 2024, respectively, and $452 and $195 during the

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nine months ended September 30, 2025 and 2024, 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

Impairment of vessels assets includes the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 — “Property, Plant and Equipment” (“ASC 360”), as well as any losses incurred related to the disposal of replaced equipment on the vessels.

During the three and nine months ended September 30, 2025, the Company recorded $0 and $651, respectively, of impairment expense, which includes $0 and $651, respectively, related to the loss on disposal of replaced equipment on certain vessels.

During the three and nine months ended September 30, 2024, the Company recorded $961 and $6,595, respectively, of impairment expense, which includes $961 and $961, respectively, related to the loss on disposal of replaced equipment on certain vessels.

On July 16, 2024, the Company entered into an agreement to sell the Genco Hadrian, a 2008-built Capesize vessel, to a third party for $25,000 less a 2.0% commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessels as of June 30, 2024, the vessel value for the Genco Hadrian was adjusted to its net sales price of $24,500 as of June 30, 2024. This resulted in an impairment loss of $5,634 during the nine months ended September 30, 2024.

Net gain on sale of vessels

During the three and nine months ended September 30, 2024, the Company recorded a net gain of $4,465 and $16,693, respectively, related primarily to gains on the sale of the Genco Warrior during the three months ended September 30, 2024 and the sale of the Genco Claudius, the Genco Maximus and the Genco Warrior, partially offset by a loss on the sale of the Genco Commodus during the nine months ended September 30, 2024. During the three and nine months ended September 30, 2025, the Company did not complete the sale of any vessels. Refer to Note 5 — Vessel Acquisitions and Dispositions for further detail regarding the sale of these vessels.

Other operating expense

Other operating expense of $5,728 recorded during the nine months ended September 30, 2024 consists of costs incremental to routine expenses that were incurred related to the Company’s 2024 annual meeting held on May 23, 2024.

Loss on debt extinguishment

During the three and nine months ended September 30, 2025, the Company recorded $678 related to the loss on the extinguishment of debt in accordance with ASC 470-50 — “Debt – Modifications and Extinguishments” (“ASC 470-50”). This loss was recognized as a result of the refinancing of the $500 Million Revolver with the $600 Million Revolver on July 10, 2025 as described in Note 8 — Debt.

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 Capesize, Ultramax and Supramax vessels.

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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 Accounting Standards Codification (“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. Information about the Company’s reportable segments for the three and nine months ended September 30, 2025 and 2024 is as follows:


	For the Three Months Ended September 30, 2025
	Major		Minor
	Bulk		Bulk		Total
Revenues from external customers:
Voyage revenues	$	37,570		42,351	$	79,921

Less:
Voyage expenses		13,272		11,538		24,810
Charter hire expenses		—		106		106
Other income		—		—		—
Net voyage revenue (1)		24,298		30,707		55,005

Less:
Vessel operating expenses		10,328		14,063		24,391

Segment profit	$	13,970	$	16,644	$	30,614

Reconciliation to net loss:
General and administrative expenses						7,584
Technical management expenses						1,265
Depreciation and amortization						19,298
Other expense						104
Interest income						(388)
Interest expense						3,151
Loss on debt extinguishment						678

Net loss					$	(1,078)

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	For the Three Months Ended September 30, 2024
	Major		Minor
	Bulk		Bulk		Total
Revenues from external customers:
Voyage revenues	$	52,494		46,838	$	99,332

Less:
Voyage expenses		15,672		12,560		28,232
Charter hire expenses		—		1,267		1,267
Other expense		—		15		15
Net voyage revenue (1)		36,822		32,996		69,818

Less:
Vessel operating expenses		9,984		14,863		24,847

Segment profit	$	26,838	$	18,133	$	44,971

Reconciliation to net income:
General and administrative expenses						6,831
Technical management expenses						1,005
Depreciation and amortization						16,620
Impairment of vessel assets						961
Net gain on sale of vessels						(4,465)
Other operating expense						—
Other expense						224
Interest income						(749)
Interest expense						2,970

Net Income					$	21,574


	For the Nine Months Ended September 30, 2025
	Major		Minor
	Bulk		Bulk		Total
Revenues from external customers:
Voyage revenues	$	106,319		125,811	$	232,130

Less:
Voyage expenses		43,473		40,696		84,169
Charter hire expenses		—		4,425		4,425
Other income		—		(12)		(12)
Net voyage revenue (1)		62,846		80,702		143,548

Less:
Vessel operating expenses		30,406		42,649		73,055

Segment profit	$	32,440	$	38,053	$	70,493

Reconciliation to net loss:
General and administrative expenses						22,477
Technical management expenses						3,821
Depreciation and amortization						55,095
Impairment of vessel assets						651
Other expense						362
Interest income						(1,000)
Interest expense						8,258
Loss on debt extinguishment						678

Net loss					$	(19,849)

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	For the Nine Months Ended September 30, 2024
	Major		Minor
	Bulk		Bulk		Total
Revenues from external customers:
Voyage revenues	$	172,727		151,087	$	323,814

Less:
Voyage expenses		53,338		42,367		95,705
Charter hire expenses		—		7,232		7,232
Other income		—		(95)		(95)
Net voyage revenue (1)		119,389		101,583		220,972

Less:
Vessel operating expenses		32,461		45,295		77,756

Segment profit	$	86,928	$	56,288	$	143,216

Reconciliation to net income:
General and administrative expenses						20,815
Technical management expenses						3,296
Depreciation and amortization						50,939
Impairment of vessel assets						6,595
Net gain on sale of vessels						(16,693)
Other operating expense						5,728
Other expense						358
Interest income						(2,294)
Interest expense						10,462

Net income					$	64,010

(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 gains on fuel hedges that were recorded as part of Other expense on the Condensed Consolidated Statements of Operations.

4 – CASH FLOW INFORMATION

For the nine months ended September 30, 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 $1,067 for the Purchase of vessels and ballast water treatment systems, including deposits, and $149 for the Purchase of other fixed assets. For the nine months ended September 30, 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 $1,706 for Cash dividends payable. Lastly, for the nine months ended September 30, 2025, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Prepaid expenses and other current assets consisting of $98 for the Purchase of vessels and ballast water treatment systems, including deposits.

For the nine months ended September 30, 2024, 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 $662 for the Purchase of vessels and ballast water treatment systems, including deposits, $245 for the Purchase of other fixed assets, $77 for Vessels held for sale and $12 for the Net proceeds from sale of vessels. For the nine months ended September 30, 2024, the Company had non-cash financing activities not included in the Condensed

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Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of $1,471 for Cash dividends payable.

During the nine months ended September 30, 2025 and 2024, cash paid for interest was $6,665 and $9,599, respectively, which was offset by $0 and $588 received as result of the interest rate cap agreements, respectively.

During the nine months ended September 30, 2025 and 2024, any cash paid for income taxes was insignificant.

During the nine months ended September 30, 2025, $100,000 of debt outstanding under the $500 Million Revolver was transferred to the $600 Million Revolver. As part of the debt modification, $15,333 was settled net amongst the lenders which has been included as proceeds from the $600 Million Revolver and repayments on the $500 Million Revolver. Refer Note 8 — Debt for further information.

All stock options exercised during the nine months ended September 30, 2025 and 2024 were cashless. Refer to Note 14 — Stock-Based Compensation for further information.

On May 20, 2025, the Company granted 59,136 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $825.

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.

On May 23, 2024, the Company granted 38,122 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $825.

On February 21, 2024, the Company granted 168,411 restricted stock units and 99,065 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was $3,060 and $2,143, respectively.

Refer to Note 14 — Stock-Based Compensation for further information regarding the aforementioned grants.

Supplemental Condensed Consolidated Cash Flow information related to leases is as follows:


	For the Nine Months Ended
	September 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,840	$	1,840

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5 – VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Acquisitions

On July 10, 2025, the Company entered into an agreement to acquire a 2020-built, 182,000 dwt scrubber-fitted Capesize vessel that 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 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. For the remainder of the purchase price, the Company drew down $60,000 on its $600 Million Revolver on September 16, 2025 to finance the remainder of the purchase.

On October 3, 2024, the Company entered into an agreement to acquire a 2016-built, 180,000 dwt Capesize vessel that was renamed the Genco Intrepid for a purchase price of $47,500. The Genco Intrepid was delivered on October 23, 2024. The Company utilized a combination of cash on hand as well as a $20,000 draw down on the $500 Million Revolver to finance the purchase.

Vessel Dispositions

On November 14, 2023, the Company entered into an agreement to sell the Genco Commodus, a 2009-built Capesize vessel, to a third party for $19,500 less a 1.0% commission payable to a third party. The sale was completed on February 7, 2024.

Additionally, on December 21, 2023, the Company entered into agreements to sell the Genco Claudius, a 2010-built Capesize vessel, to a third party for $18,500 less a 1.0% commission payable to a third party and the Genco Maximus, a 2009-built Capesize vessel, to a third party for $18,000 less a 1.0% commission payable to a third party. On February 24, 2024, the Company terminated its agreements to sell the Genco Claudius and the Genco Maximus due to the buyers’ breach of the agreements’ terms. On March 1, 2024, the Company entered into new agreements to sell the Genco Claudius and Genco Maximus to a separate unaffiliated third-party for $24,200 less a 2.0% commission payable to a third party and $22,800 less a 2.0% commission payable to a third party, respectively. The sales of the Genco Claudius and Genco Maximus were completed on April 22, 2024 and April 2, 2024, respectively.

On May 21, 2024, the Company entered into an agreement to sell the Genco Warrior, a 2005-built Supramax vessel, to a third party for $11,950 less a 3.0% commission payable to a third party. The sale was completed on July 5, 2024.

6 – NET (LOSS) EARNINGS PER SHARE

The computation of basic net (loss) earnings per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net (loss) earnings per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 14 — 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 71,462 stock options, 324,695 performance based restricted stock units and 631,574 restricted stock units excluded from the computation of diluted net loss per share during the three and nine months ended September 30, 2025 because they were anti-dilutive (refer to Note 14 — Stock-Based Compensation).

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The components of the denominator for the calculation of basic and diluted net (loss) earnings per share are as follows:


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2025	2024	2025	2024

Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	43,414,340	43,108,844	43,322,949	43,033,786

Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	43,414,340	43,108,844	43,322,949	43,033,786

Dilutive effect of stock options	—	174,392	—	188,763

Dilutive effect of performance-based restricted stock units	—	99,270	—	122,942

Dilutive effect of restricted stock units	—	273,879	—	297,030

Weighted-average common shares outstanding, diluted	43,414,340	43,656,385	43,322,949	43,642,521

7 – RELATED PARTY TRANSACTIONS

During the three and nine months ended September 30, 2025 and 2024, the Company did not have any related party transactions.

8 – DEBT

Long-term debt, net consists of the following:


	September 30,		December 31,
	2025		2024
Principal amount	$	170,000	$	90,000
Less: Unamortized deferred financing costs		(11,522)		(7,825)
Less: Current portion		—		—

Long-term debt, net	$	158,478	$	82,175


	September 30, 2025				December 31, 2024
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$600 Million Revolver	$	170,000	$	11,522	$	—	$	—
$500 Million Revolver		—		—		90,000		7,825

Total debt	$	170,000	$	11,522	$	90,000	$	7,825

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$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 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 $100,000 debt outstanding under the $500 Million Revolver was transferred to the $600 Million Revolver on July 10, 2025.

Effective July 10, 2025, the portion of the unamortized deferred financing costs for the prior $500 Million Revolver that was identified as a debt modification, rather than an extinguishment of debt, is being amortized over the life of the $600 Million Revolver in accordance with ASC 470-50. During the three and nine months ended September 30, 2025, the Company recorded $678 of debt extinguishment costs in relation to the amendment to the $500 Million Revolver with the $600 Million Revolver.

Key terms of the $600 Million Revolver are as follows:

●

Maximum loan capacity has been increased to $600 million.

●

The entire facility consists of a revolving credit facility.

●

Borrowings bear interest of 1.75% to 2.15% plus the Secured Overnight Financing Rate (SOFR), based on the Company’s ratio of total net indebtedness to EBITDA.

●

The interest rate of the Company’s borrowings may be further increased or decreased by a margin of 0.05% based on the Company’s performance regarding emissions targets.

●

The maturity date has been extended from November 2028 to July 2030.

●

The facility has a repayment profile of 20 years with no commitment reductions until March 31, 2027 based on covenant compliance.

●

Collateral maintenance covenant was reduced from 140% to 135%, other key covenants remain substantially the same as those in the Company’s previous $500 Million Revolver.

●

The Company may declare and pay dividends and other distributions so long as, at the time of declaration, (1) no event of default has occurred and is continuing or would occur as a result of the declaration and (2) the Company is in pro forma compliance with its financial covenants after giving effect to the dividend.

●

The collateral package currently includes all 42 vessels currently in the Company’s fleet and may also include future vessels the Company may own.

●

Commitment fees are 35% of the applicable interest rate margin for unutilized commitments.

As of September 30, 2025, there was $430,000 availability under the $600 Million Revolver. There were no debt repayments made during the three and nine months ended September 30, 2025 under the $600 Million Revolver.

As of September 30, 2025, the Company was in compliance with all of the financial covenants under 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

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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.

Total debt repayments of $15,333 and $25,000 were made during the three months ended September 30, 2025 and 2024, respectively, under the $500 Million Revolver. Total debt repayments of $15,333 and $120,000 were made during the nine months ended September 30, 2025 and 2024, respectively, 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 facility noted above, including the cost associated with unused commitment fees, if applicable. The effective interest rate below does not include the effect of any interest rate cap agreements. 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:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Effective Interest Rate	8.72	%	10.10	%	8.93	%	9.03	%
Range of Interest Rates (excluding unused commitment fees)	5.96 % to 6.23	%	6.75% to 7.24	%	5.96 % to 6.24	%	6.75 % to 7.24	%

9 – DERIVATIVE INSTRUMENTS

The Company is exposed to interest rate risk on its floating rate debt. The Company had one $50,000 interest rate cap agreement outstanding to manage interest costs and the risk associated with variable interest rates which expired on March 28, 2024. As of September 30, 2025, the Company no longer has any interest rate cap agreements. The interest rate cap agreement was initially designated and qualified as a cash flow hedge. The premium paid was recognized in income on a rational basis, and all changes in the fair value of the caps were deferred in Accumulated other comprehensive income (“AOCI”) and were subsequently reclassified into Interest expense in the period when the hedged interest affected earnings.

The Company recorded a $527 unrealized loss for the nine months ended September 30, 2024 in AOCI. There is no remaining AOCI as of September 30, 2025 and December 31, 2024.

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The Effect of Cash Flow Hedge Accounting on the Statements of Operations

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
	Interest Expense		Interest Expense		Interest Expense		Interest Expense
Total amounts of income and expense line items presented in the statements of operations in which the effects of cash flow hedges are recorded	$	3,151	$	2,970	$	8,258	$	10,462

The effects of cash flow hedging

Gain or (loss) on cash flow hedging relationships in Subtopic 815-20:
Interest contracts:
Amount of loss reclassified from AOCI to income	$	—	$	—	$	—	$	(568)
Premium excluded and recognized on an amortized basis		—		—		—		18
Amount of gain or (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring		—		—		—		—

10 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments as of September 30, 2025 and December 31, 2024 that are required to be disclosed at fair value, but not recorded at fair value, are noted below.


	September 30, 2025				December 31, 2024
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	89,951	$	89,951	$	43,690	$	43,690
Restricted cash		—		—		315		315
Principal amount of floating rate debt		170,000		170,000		90,000		90,000

The carrying value of the borrowings under the $600 Million Revolver as of September 30, 2025 and the $500 Million Revolver as of December 31, 2024, 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 September 30, 2025 and December 31, 2024 (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

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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 9 — Derivative Instruments and Note 2 — Summary of Significant Accounting Policies, respectively, 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 and nine months ended September 30, 2025. During the nine months ended September 30, 2024, the vessel assets for one of the Company’s vessels was written down as part of the impairment recorded during the period. There was no vessel impairment recorded during the three months ended September 30, 2024.

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 and nine months ended September 30, 2025 and 2024, 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 September 30, 2025 and December 31, 2024.

11 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:


	September 30,		December 31,
	2025		2024
Accounts payable	$	20,307	$	17,480
Accrued general and administrative expenses		4,919		7,810
Accrued vessel operating expenses		26,430		9,202
Total accounts payable and accrued expenses	$	51,656	$	34,492

12 – 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 September 30, 2025 and 2024, the Company earned $79,921 and $99,332 of voyage revenues, respectively. For the nine months ended September 30, 2025 and 2024, the Company earned $232,130 and $323,814, respectively.

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Total voyage revenues recognized in the Condensed Consolidated Statements of Operations includes the following:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Lease revenue	$	36,151	$	48,485	$	98,152	$	138,100
Spot market voyage revenue		43,770		50,847		133,978		185,714
Total voyage revenues	$	79,921	$	99,332	$	232,130	$	323,814

13 – 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.

Effective July 3, 2025, the Company provided an updated letter of credit to the landlord in lieu of a security deposit for the lease commencing on October 1, 2025 of $557 to replace the existing $300 letter of credit. The unsecured letter of credit is with Nordea Bank ABP, New York Branch. The Company is not required to collateralize the new letter of credit with restricted cash.

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 that commenced on July 26, 2019 and ended on September 29, 2025. There was $306 of sublease income recorded during the three months ended September 30, 2025 and 2024 and $918 of sublease income recorded during the nine months ended September 30, 2025 and 2024. Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Condensed Consolidated Statements of Operations.

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 and nine months ended September 30, 2025 and 2024, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases.

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14 – STOCK-BASED COMPENSATION

2015 Equity Incentive Plan

Stock Options

The following table summarizes the stock option activity for the nine months ended September 30, 2025:


		Weighted		Weighted
	Number	Average		Average
	of	Exercise		Fair
	Options	Price		Value
Outstanding as of January 1, 2025	302,945	$	7.91	$	2.76
Granted	—		—		—
Exercised	(231,483)		7.30		2.27
Forfeited	—		—		—

Outstanding as of September 30, 2025	71,462	$	9.91	$	4.33

Exercisable as of September 30, 2025	71,462	$	9.91	$	4.33

The following table summarizes certain information about the options outstanding as of September 30, 2025:

Options Outstanding and Unvested,

Options Outstanding and Exercisable,

September 30, 2025

Weighted

Average

Weighted

Average

Weighted

Average

Exercise Price of

Average

Remaining

Average

Remaining

Outstanding

Number of

Exercise

Contractual

Number of

Exercise

Contractual

Options

Price

Life

Options

Price

Life

9.91

—

71,462

9.91

1.40

As of September 30, 2025 and December 31, 2024, a total of 71,462 and 302,945 stock options were outstanding, respectively.

There was no remaining unamortized stock-based compensation as of September 30, 2025.

For the three and nine months ended September 30, 2025 and 2024, the Company recognized amortization expense of the fair value of its stock options, which is included in General and administrative expenses, as follows:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
General and administrative expenses	$	—	$	—	$	—	$	6

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 September 30,

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2025 and December 31, 2024, 1,330,383 and 980,966 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. 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 closing 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 nine months ended September 30, 2025:


		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding as of January 1, 2025	554,686	$	17.65
Granted	344,107		14.67
Vested	(265,253)		17.79
Forfeited	(1,966)		16.96

Outstanding as of September 30, 2025	631,574	$	15.97

The total fair value of the RSUs that vested during the nine months ended September 30, 2025 and 2024 was $3,791 and $4,795, 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 September 30, 2025:


Unvested RSUs				Vested RSUs
September 30, 2025				September 30, 2025
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
631,574	$	15.97	1.14	278,654	$	13.84

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, 2025, unrecognized compensation cost of $4,376 related to RSUs will be recognized over a weighted-average period of 1.14 years.

For the three and nine months ended September 30, 2025 and 2024, 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				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
General and administrative expenses	$	1,390	$	1,178	$	3,865	$	3,457

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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 ending December 31, 2025, 2026 and 2027.

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 nine months ended September 30, 2025:


		Number of
		PRSUs
Outstanding as of January 1, 2025		178,903
Granted		145,792
Vested		—
Forfeited		—

Outstanding as of September 30, 2025		324,695

The PRSUs, if earned, will ordinarily vest 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 September 30, 2025 unrecognized compensation cost of $3,003 related to PRSUs will be recognized over a weighted-average period of 1.46 years.

Significant inputs used in the estimation of the fair value of these awards outstanding as of September 30, 2025 and December 31, 2024 are as follows:


Significant Input	September 30, 2025	December 31, 2024
Closing share price of our common stock	$14.36 to $18.17	$14.36 to $18.17
Risk-free rate of return	3.81% to 4.38%	3.81% to 4.38%
Expected volatility of our common stock	38.99% to 54.53%	48.34% to 54.53%
Holding period discount	0%	0%
Simulation term (in years)	2.54 to 2.86	2.54 to 2.86
Range of target	0% to 200%	0% to 200%

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For the three and nine months ended September 30, 2025 and 2024, 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				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
General and administrative expenses	$	529	$	330	$	1,330	$	878

15 – 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.

16 – SUBSEQUENT EVENTS

On October 1, 2025, the Company entered into a Rights Agreement (the “Rights Agreement”) with Computershare Inc., as rights agent. In connection therewith, the Board of Directors of the Company (the “Board”) declared a dividend of one preferred share purchase right (“Right”) for each outstanding share of the Company’s common stock, $0.01 per share (the “Common Stock”). The dividend was payable on October 13, 2025 to shareholders of record as of the close of business on such date (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined in the Rights Agreement) when the rights become exercisable. The Rights will expire at 5:00 P.M., New York City time on September 30, 2026, unless such date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Board.

For further information, please refer to the Company’s current report on Form 8-K filed with the SEC on October 1, 2025, which is incorporated herein by reference.

On October 15, 2025, the Company took delivery of the Genco Courageous, a 2020-built, 182,000 dwt scrubber-fitted Capesize vessel. Refer to Note 5 — Vessel Acquisitions and Dispositions.

On November 5, 2025, the Company announced a regular quarterly dividend of $0.15 per share to be paid on or about November 24, 2025 to shareholders of record as of November 17, 2025. The aggregate amount of the dividend is expected to be approximately $6.6 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.

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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) acts of war, terrorism, or piracy, including without limitation the ongoing war in Ukraine, the Israel-Hamas war, and attacks on vessels in the Red Sea; (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, 2025 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, 2024 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.

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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 incorporated in the Marshall Islands that transports iron ore, coal, grain, bauxite, steel products and other drybulk cargoes along worldwide shipping routes. Our fleet currently consists of 43 drybulk vessels, including 17 Capesize, 15 Ultramax and 11 Supramax vessels, with an aggregate carrying capacity of approximately 4,629,000 deadweight tons (“dwt”) and an average age of approximately 12.8 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.

See pages 39-40 for a table of our current fleet.

Our approach towards fleet composition is to own a high-quality fleet of vessels focused on Capesize, Ultramax and Supramax vessels. 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, through our comprehensive value strategy, 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 $279.2 million cumulatively through September 30, 2025 while expanding our core Capesize and Ultramax fleet. This has resulted in a debt balance of $170 million as of September 30, 2025, a 62% reduction from January 1, 2021 levels. These actions have enabled us to further reduce our cash flow breakeven rate positioning us to pay sizeable quarterly dividends across diverse market environments.

In addition to the $90 million of cash on our balance sheet as of September 30, 2025, as of September 30, 2025 we had undrawn revolver availability of $430 million, bringing our total liquidity to $520 million.

On July 10, 2025, we entered into a fifth amendment to amend, extend and upsize our 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 our asset base, as well as general corporate purposes. The maturity date was extended from November 2028 to July 2030.

Including the $0.15 dividend for the third quarter of 2025, we have declared 25 consecutive quarterly dividends, which total $7.065 per share.

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:

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●

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 83^rd 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.

The second extraordinary session is expected to be reconvened in October or November of 2026 to continue consideration of adoption. Proceedings at MEPC’s 84th session in April 2026 will determine the exact dates for the reconvened session and, importantly, what scope will be permitted, if any, to consider changes to the Net-Zero Framework during the reconvened 2nd extraordinary session.

Based on the outcomes of MEPC’s 84th session relating to the agenda of the reconvened second extraordinary session, the earliest the IMO Net-Zero Framework will enter into force is March 2028. If substantive changes to the IMO Net-Zero Framework are considered, the entry into force date could be further delayed.

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.

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:

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●

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.

●

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 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. 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 outcome of the MEPC’s second extraordinary session in October 2025. 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.

Biofouling Regulation

Brazil will begin 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.

Vessel Acquisitions and Sales

Acquisitions

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 to fund the $6.4 million deposit made on July 23, 2025. For the remainder of the purchase price, we drew down $60 million on our $600 Million Revolver on September 16, 2025 to finance the purchase.

On October 3, 2024, we entered into an agreement to acquire the Genco Intrepid, a 2016-built, 182,000 dwt Capesize vessel, for a purchase price of $47.5 million. The vessel was delivered on October 23, 2024. We drew down $20 million on our $500 Million Revolver during the fourth quarter of 2024 and utilized cash on hand to finance the purchase.

Sales

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.

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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.

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. 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”), and Synergy Marine Pte. Ltd. currently provide the technical management to the vessels in our fleet and members of our New York City-based management team oversee their activities.

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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 and nine months ended September 30, 2025 and 2024 on a consolidated basis.


	For the Three Months Ended
	September 30,						Increase
	2025			2024			(Decrease)			% Change
Fleet Data:
Ownership days (1)
Capesize		1,472.0			1,472.0			—		—	%
Panamax		—			—			—		—	%
Ultramax		1,380.0			1,380.0			—		—	%
Supramax		1,012.0			1,016.3			(4.3)		(0.4)	%

Total		3,864.0			3,868.3			(4.3)		(0.1)	%

Chartered-in days (2)
Capesize		—			—			—		—	%
Panamax		—			—			—		—	%
Ultramax		10.3			71.0			(60.7)		(85.5)	%
Supramax		—			—			—		—	%

Total		10.3			71.0			(60.7)		(85.5)	%

Available days (owned & chartered-in fleet) (3)
Capesize		1,136.5			1,366.3			(229.8)		(16.8)	%
Panamax		—			—			—		—	%
Ultramax		1,355.5			1,370.0			(14.5)		(1.1)	%
Supramax		965.0			959.8			5.2		0.5	%

Total		3,457.0			3,696.1			(239.1)		(6.5)	%

Available days (owned fleet) (4)
Capesize		1,136.5			1,366.3			(229.8)		(16.8)	%
Panamax		—			—			—		—	%
Ultramax		1,345.2			1,299.0			46.2		3.6	%
Supramax		965.0			959.8			5.2		0.5	%

Total		3,446.7			3,625.1			(178.4)		(4.9)	%

Operating days (5)
Capesize		1,127.9			1,360.6			(232.7)		(17.1)	%
Panamax		—			—			—		—	%
Ultramax		1,338.7			1,357.7			(19.0)		(1.4)	%
Supramax		962.6			955.0			7.6		0.8	%

Total		3,429.2			3,673.3			(244.1)		(6.6)	%

Fleet utilization (6)
Capesize		97.1	%		97.2	%		(0.1)	%	(0.1)	%
Panamax		—	%		—	%		—	%	—	%
Ultramax		98.0	%		98.5	%		(0.5)	%	(0.5)	%
Supramax		99.7	%		97.9	%		1.8	%	1.8	%

Fleet average		98.1	%		97.9	%		0.2	%	0.2	%

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	For the Three Months Ended
	September 30,				Increase
	2025		2024		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (7)
Capesize	$	21,380	$	26,951	$	(5,571)	(20.7)	%
Panamax		—		—		—	—	%
Ultramax		13,687		15,336		(1,649)	(10.8)	%
Supramax		12,741		13,622		(881)	(6.5)	%

Fleet average		15,959		19,260		(3,301)	(17.1)	%
Major bulk vessels		21,380		26,951		(5,571)	(20.7)	%
Minor bulk vessels		13,292		14,608		(1,316)	(9.0)	%

Daily vessel operating expenses (8)
Capesize	$	7,017	$	6,783	$	234	3.4	%
Panamax		—		—		—	—	%
Ultramax		5,724		5,845		(121)	(2.1)	%
Supramax		6,090		6,668		(578)	(8.7)	%

Fleet average		6,312		6,423		(111)	(1.7)	%


	For the Nine Months Ended
	September 30,				Increase
	2025		2024		(Decrease)		% Change
Fleet Data:
Ownership days (1)
Capesize		4,368.0		4,626.1		(258.1)	(5.6)	%
Panamax		—		—		—	—	%
Ultramax		4,095.0		4,110.0		(15.0)	(0.4)	%
Supramax		3,003.0		3,200.3		(197.3)	(6.2)	%

Total		11,466.0		11,936.4		(470.4)	(3.9)	%

Chartered-in days (2)
Capesize		—		—		—	—	%
Panamax		—		66.2		(66.2)	(100.0)	%
Ultramax		311.4		239.4		72.0	30.1	%
Supramax		161.6		97.1		64.5	66.4	%

Total		473.0		402.7		70.3	17.5	%

Available days (owned & chartered-in fleet) (3)
Capesize		3,713.0		4,395.9		(682.9)	(15.5)	%
Panamax		—		66.2		(66.2)	(100.0)	%
Ultramax		4,271.3		4,139.3		132.0	3.2	%
Supramax		2,880.7		3,157.7		(277.0)	(8.8)	%

Total		10,865.0		11,759.1		(894.1)	(7.6)	%

Available days (owned fleet) (4)
Capesize		3,713.0		4,395.9		(682.9)	(15.5)	%
Panamax		—		—		—	—	%
Ultramax		3,959.9		3,899.9		60.0	1.5	%
Supramax		2,719.1		3,060.6		(341.5)	(11.2)	%

Total		10,392.0		11,356.4		(964.4)	(8.5)	%

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	For the Nine Months Ended
	September 30,						Increase
	2025			2024			(Decrease)			% Change
Operating days (5)
Capesize		3,652.9			4,330.3			(677.4)		(15.6)	%
Panamax		—			66.2			(66.2)		(100.0)	%
Ultramax		4,226.6			4,095.9			130.7		3.2	%
Supramax		2,869.1			3,119.7			(250.6)		(8.0)	%

Total		10,748.6			11,612.1			(863.5)		(7.4)	%

Fleet utilization (6)
Capesize		97.0	%		95.2	%		1.8	%	1.9	%
Panamax		—	%		100.0	%		(100.0)	%	(100.0)	%
Ultramax		98.5	%		98.3	%		0.2	%	0.2	%
Supramax		99.0	%		97.1	%		1.9	%	2.0	%

Fleet average		98.1	%		96.8	%		1.3	%	1.3	%


	For the Nine Months Ended
	September 30,				Increase
	2025		2024		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (7)
Capesize	$	16,926	$	27,160	$	(10,234)	(37.7)	%
Panamax		—		—		—	—	%
Ultramax		12,704		15,185		(2,481)	(16.3)	%
Supramax		11,179		13,784		(2,605)	(18.9)	%

Fleet average		13,813		19,458		(5,645)	(29.0)	%
Major bulk vessels		16,926		27,160		(10,234)	(37.7)	%
Minor bulk vessels		12,083		14,594		(2,511)	(17.2)	%

Daily vessel operating expenses (8)
Capesize	$	6,961	$	7,017	$	(56)	(0.8)	%
Panamax		—		—		—	—	%
Ultramax		5,808		5,917		(109)	(1.8)	%
Supramax		6,283		6,548		(265)	(4.0)	%

Fleet average		6,371		6,514		(143)	(2.2)	%

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.

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(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.

(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
	September 30,				September 30,				September 30,
	2025		2024		2025		2024		2025		2024
Voyage revenues (in thousands)	$	79,921	$	99,332	$	37,570	$	52,494	$	42,351	$	46,838
Voyage expenses (in thousands)		24,810		28,232		13,272		15,672		11,538		12,560
Charter hire expenses (in thousands)		106		1,267		—		—		106		1,267
Realized loss on fuel hedges (in thousands)		—		(15)		—		—		—		(15)
		55,005		69,818		24,298		36,822		30,707		32,996
Total available days for owned fleet		3,447		3,625		1,137		1,366		2,310		2,259
Total TCE rate	$	15,959	$	19,260	$	21,380	$	26,951	$	13,292	$	14,608


	Entire Fleet				Major Bulk				Minor Bulk
	For the Nine Months Ended				For the Nine Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,
	2025		2024		2025		2024		2025		2024
Voyage revenues (in thousands)	$	232,130	$	323,814	$	106,319	$	172,727	$	125,811	$	151,087
Voyage expenses (in thousands)		84,169		95,705		43,473		53,338		40,696		42,367
Charter hire expenses (in thousands)		4,425		7,232		—		—		4,425		7,232
Realized gain on fuel hedges (in thousands)		12		95		—		—		12		95
		143,548		220,972		62,846		119,389		80,702		101,583
Total available days for owned fleet		10,392		11,356		3,713		4,396		6,679		6,961
Total TCE rate	$	13,813	$	19,458	$	16,926	$	27,160	$	12,083	$	14,594

(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.

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Operating Data

The following tables represent the operating data for the three and nine months ended September 30, 2025 and 2024 on a consolidated basis.


	For the Three Months Ended
	September 30,
	2025		2024		Change		% Change

	(U.S. dollars in thousands, except for per share amounts)
Revenue:
Voyage revenues	$	79,921	$	99,332	$	(19,411)	(19.5)	%

Total revenues		79,921		99,332		(19,411)	(19.5)	%

Operating Expenses:
Voyage expenses		24,810		28,232		(3,422)	(12.1)	%
Vessel operating expenses		24,391		24,847		(456)	(1.8)	%
Charter hire expenses		106		1,267		(1,161)	(91.6)	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,919 and $1,508, respectively)		7,584		6,831		753	11.0	%
Technical management expenses		1,265		1,005		260	25.9	%
Depreciation and amortization		19,298		16,620		2,678	16.1	%
Impairment of vessel assets		—		961		(961)	(100.0)
Net gain on sale of vessels		—		(4,465)		4,465	(100.0)	%

Total operating expenses		77,454		75,298		2,156	2.9	%

Operating income		2,467		24,034		(21,567)	(89.7)	%
Other expense, net		(3,545)		(2,460)		(1,085)	44.1	%

Net (loss) income		(1,078)		21,574		(22,652)	(105.0)	%
Less: Net (loss) income attributable to noncontrolling interest		(25)		115		(140)	(121.7)	%
Net (loss) income attributable to Genco Shipping & Trading Limited	$	(1,053)	$	21,459	$	(22,512)	(104.9)	%

Net (loss) earnings per share - basic	$	(0.02)	$	0.50	$	(0.52)	(104.0)	%
Net (loss) earnings per share - diluted	$	(0.02)	$	0.49	$	(0.51)	(104.1)	%
Weighted average common shares outstanding - basic		43,414,340		43,108,844		305,496	0.7	%
Weighted average common shares outstanding - diluted		43,414,340		43,656,385		(242,045)	(0.6)	%

EBITDA (1)	$	21,008	$	40,300	$	(19,292)	(47.9)	%

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	For the Nine Months Ended
	September 30,
	2025		2024		Change		% Change

	(U.S. dollars in thousands, except for per share amounts)
Revenue:
Voyage revenues	$	232,130	$	323,814	$	(91,684)	(28.3)	%

Total revenues		232,130		323,814		(91,684)	(28.3)	%

Operating Expenses:
Voyage expenses		84,169		95,705		(11,536)	(12.1)	%
Vessel operating expenses		73,055		77,756		(4,701)	(6.0)	%
Charter hire expenses		4,425		7,232		(2,807)	(38.8)	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $5,195 and $4,341 respectively)		22,477		20,815		1,662	8.0	%
Technical management expenses		3,821		3,296		525	15.9	%
Depreciation and amortization		55,095		50,939		4,156	8.2	%
Impairment of vessel assets		651		6,595		(5,944)	(90.1)	%
Net gain on sale of vessels		—		(16,693)		16,693	(100.0)	%
Other operating expense		—		5,728		(5,728)	(100.0)	%

Total operating expenses		243,693		251,373		(7,680)	(3.1)	%

Operating (loss) income		(11,563)		72,441		(84,004)	(116.0)	%
Other expense		(8,286)		(8,431)		145	(1.7)	%

Net (loss) income		(19,849)		64,010		(83,859)	(131.0)	%
Less: Net (loss) income attributable to noncontrolling interest		(72)		286		(358)	(125.2)	%
Net (loss) income attributable to Genco Shipping & Trading Limited	$	(19,777)	$	63,724	$	(83,501)	(131.0)	%

Net (loss) earnings per share - basic	$	(0.46)	$	1.48		(1.94)	(131.1)	%
Net (loss) earnings per share - diluted	$	(0.46)	$	1.46		(1.92)	(131.5)	%
Weighted average common shares outstanding - basic		43,322,949		43,033,786		289,163	0.7	%
Weighted average common shares outstanding - diluted		43,322,949		43,642,521		(319,572)	(0.7)	%

EBITDA (1)	$	42,576	$	122,831	$	(80,255)	(65.3)	%

(1)

EBITDA represents net (loss) income 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

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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				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Net (loss) income attributable to Genco Shipping & Trading Limited	$	(1,053)	$	21,459	$	(19,777)	$	63,724
Net interest expense		2,763		2,221		7,258		8,168
Income tax expense		—		—		—		—
Depreciation and amortization		19,298		16,620		55,095		50,939

EBITDA (1)	$	21,008	$	40,300	$	42,576	$	122,831

Results of Operations

The following table sets forth information about the most recent employment of the vessels in our fleet as of November 4, 2025:


	Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)

Capesize Vessels
Genco Augustus	2007	December 2025	Voyage
Genco Tiberius	2007	December 2025	Voyage
Genco London	2007	July 2025	Voyage
Genco Titus	2007	January 2026	Voyage
Genco Constantine	2008	September 2026	100.5% of BCI (3)
Genco Tiger	2011	December 2025	Voyage
Genco Lion	2012	March 2026	99.5% of BCI (3)
Genco Bear	2010	November 2025	Voyage
Genco Wolf	2010	December 2025	Voyage
Genco Resolute	2015	April 2026	120% of BCI (3)
Genco Endeavour	2015	November 2025	$30,565 (4)
Genco Defender	2016	April 2026	120% of BCI (3)
Genco Liberty	2016	November 2025	Voyage
Genco Ranger	2016	December 2025	Voyage
Genco Reliance	2016	November 2025	Voyage
Genco Intrepid	2016	January 2026	Voyage
Genco Courageous	2020	December 2025	Voyage

Ultramax Vessels
Genco Hornet	2014	November 2025	Voyage
Genco Wasp	2015	December 2025	Voyage
Genco Scorpion	2015	January 2026	$19,000
Baltic Mantis	2015	December 2025	$12,000
Genco Weatherly	2014	January 2026	$13,500
Genco Columbia	2016	November 2025	Voyage
Genco Magic	2014	November 2025	$23,000
Genco Vigilant	2015	November 2025	$12,000
Genco Freedom	2015	December 2025	$15,000
Genco Enterprise	2016	December 2025	Voyage
Genco Constellation	2017	December 2025	$13,750
Genco Madeleine	2014	December 2025	$31,000
Genco Mayflower	2017	December 2025	$27,000
Genco Mary	2022	November 2025	$16,000
Genco Laddey	2022	November 2025	$14,500

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	Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)

Supramax Vessels
Genco Predator	2005	January 2026	$18,500
Genco Hunter	2007	November 2025	$12,250
Genco Aquitaine	2009	December 2025	$12,500
Genco Ardennes	2009	January 2026	Voyage
Genco Auvergne	2009	January 2026	$21,500
Genco Bourgogne	2010	November 2025	Voyage
Genco Brittany	2010	November 2025	Voyage
Genco Languedoc	2010	December 2025	Voyage
Genco Picardy	2005	December 2025	$18,150
Genco Pyrenees	2010	November 2025	$13,000
Genco Rhone	2011	February 2026	$16,750

(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

(4)	Represents the annualized daily rate.

Three months ended September 30, 2025 compared to the three months ended September 30, 2024

VOYAGE REVENUES-

For the three months ended September 30, 2025, voyage revenues decreased by $19.4 million, or 19.5%, to $79.9 million as compared to $99.3 million for the three months ended September 30, 2024. The decrease in voyage revenues was primarily due to lower rates earned by our major and minor bulk vessels and additional drydocking days during the third quarter of 2025 as compared to the third quarter of 2024. During the third quarter of 2025, freight rates improved sequentially as compared to the second quarter of 2025 led by record Brazilian iron ore exports and an improved coal and grain trade. Various geopolitical factors continue to impact the macroeconomic environment as well as freight rates. These factors include tariffs and trade protectionism, 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.

The average TCE rate of our overall fleet decreased 17.1% to $15,959 a day during the third quarter of 2025 from $19,260 a day during the third quarter of 2024. The TCE for our major bulk vessels decreased by 20.7% from $26,951 a day during the third quarter of 2024 to $21,380 a day during the third quarter of 2025. This decrease was primarily a result of lower rates achieved by our Capesize vessels. The TCE for our minor bulk vessels decreased by 9.0% from $14,608 a day during the third quarter of 2024 to $13,292 a day during the third quarter of 2025 primarily a result of lower rates achieved by our Ultramax and Supramax vessels.

Fleet utilization increased marginally from 97.9% during the third quarter of 2024 to 98.1% during the third quarter of 2025. From October 1, 2025 until December 31, 2025, we expect approximately 88 days of offhire related to scheduled drydockings and special surveys. Refer to “Capital Expenditures” section below for further details.

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VOYAGE EXPENSES-

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 Condensed Consolidated Financial Statements.

Voyage expenses decreased from $28.2 million during the three months ended September 30, 2024 to $24.8 million during the three months ended September 30, 2025. The decrease was primarily due to lower bunker consumption for our Capesize and Supramax vessels and operating a lower number of third party chartered-in vessels. These decreases were partially offset by higher port and agency fees for our Ultramax vessels.

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $0.4 million from $24.8 million during the three months ended September 30, 2024 to $24.4 million during the three months ended September 30, 2025. This decrease was primarily due to lower insurance expenses and the timing of the purchase of stores.

Average daily vessel operating expenses (“DVOE”) for our fleet decreased to $6,312 per vessel per day for the three months ended September 30, 2025 from $6,423 per vessel per day for the three months ended September 30, 2024. The decrease in daily vessel operating expense was primarily due to lower insurance costs, as well as the timing of the purchase of stores. 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.

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, the Houthi conflict in the Red Sea, and the imposition of tariffs among other potential macroeconomic events, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.

The DVOE budget for the fourth quarter of 2025 is expected to be $6,375 per vessel per day on a fleet-wide basis. 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 the imposition of tariffs, 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 decreased by $1.2 million from $1.3 million during the three months ended September 30, 2024 to $0.1 million during the three months ended September 30, 2025. The decrease was primarily due to a decrease in chartered-in days, as well as a decrease in hire rates.

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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 14 — 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 $6.8 million during the three months ended September 30, 2024 to $7.6 million during the three months ended September 30, 2025. This increase was primarily due to higher nonvested stock amortization expense in addition to higher legal and professional fees.

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 $1.3 million and $1.0 million during the three months ended September 30, 2025 and 2024, respectively, with the variance due to timing of expenses during the year.

DEPRECIATION AND AMORTIZATION-

Depreciation and amortization expense increased by $2.7 million to $19.3 million during the three months ended September 30, 2025 as compared to $16.6 million during the three months ended September 30, 2024. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2024 and the nine months ended September 30, 2025. Additionally, there was in increase in vessel depreciation expense for the Genco Intrepid, which was delivered during the fourth quarter of 2024.

IMPAIRMENT OF VESSEL ASSETS-

During the three months ended September 30, 2024, we recorded $1.0 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 September 30, 2025. 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 third quarter of 2024, we recorded a net gain on sale of vessels of $4.5 million related primarily to the sale of the Genco Warrior during the third quarter of 2024. There were no vessels sold during the third quarter of 2025.

OTHER (EXPENSE) INCOME -

INTEREST EXPENSE –

Interest expense increased from $3.0 million during the three months ended September 30, 2024 to $3.2 million during the three months ended September 30, 2025. Interest expense during the three months ended September 30, 2025 and 2024 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 third quarter of 2025 as compared to the third quarter of 2024, partially offset by lower interest rates.

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INTEREST INCOME –

Interest income decreased by $0.3 million from $0.7 million during the three months ended September 30, 2024 to $0.4 million during the three months ended September 30, 2025 primarily due to lower interest income earned on our cash and cash equivalents.

LOSS ON DEBT EXTINGUISHMENT –

During the three months ended September 30, 2025, we recorded $0.7 million related to the loss on the extinguishment of debt as a result of the refinancing of the $500 Million Revolver with the $600 Million Revolver on July 10, 2025. Refer to in Note 8 — Debt in our Condensed Consolidated Financial Statements.

NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST –

During the three months ended September 30, 2025 and 2024, net (loss) income attributable to noncontrolling interest was ($0.03) million and $0.1 million, respectively, which is associated with the net (loss) income attributable to the noncontrolling interest of GSSM.

Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024

VOYAGE REVENUES-

For the nine months ended September 30, 2025, voyage revenues decreased by $91.7 million, or 28.3%, to $232.1 million as compared to $323.8 million for the nine months ended September 30, 2024. The decrease in voyage revenues was primarily due to lower rates earned by our major and minor bulk vessels, the operation of a smaller fleet and additional drydocking days during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Refer to the discussion above included under the section “Three months ended September 30, 2025 compared to the three months ended September 30, 2024 – Voyage Revenues” for further information.

The average TCE rate of our overall fleet decreased 29.0% to $13,813 a day during the nine months ended September 30, 2025 from $19,458 a day during the nine months ended September 30, 2024. The TCE for our major bulk vessels decreased by 37.7% from $27,160 a day during the nine months ended September 30, 2024 to $16,926 a day during the nine months ended September 30, 2025. This decrease was primarily a result of lower rates achieved by our Capesize vessels. The TCE for our minor bulk vessels decreased by 17.2% from $14,594 a day during the nine months ended September 30, 2024 to $12,083 a day during the nine months ended September 30, 2025 primarily a result of lower rates achieved by our Supramax and Ultramax vessels.

Total ownership days decreased from 11,936 days during the nine months ended September 30, 2024 to 11,466 days during the nine months ended September 30, 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. Fleet utilization increased from 96.8% during the nine months ended September 30, 2024 to 98.1% during the nine months ended September 30, 2025.

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VOYAGE EXPENSES-

Voyage expenses decreased from $95.7 million during the nine months ended September 30, 2024 to $84.2 million during the nine months ended September 30, 2025. The decrease was primarily due to lower bunker consumption on our Capesize vessels as well as the operation of a smaller fleet.

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $4.7 million from $77.8 million during the nine months ended September 30, 2024 to $73.1 million during the nine months ended September 30, 2025. This decrease was primarily due to the operation of a smaller fleet, in addition to the timing of the purchase of stores.

DVOE for our fleet decreased to $6,371 per vessel per day for the nine months ended September 30, 2025 from $6,514 per vessel per day for the nine months ended September 30, 2024. The decrease in daily vessel operating expense was primarily due to the timing of the purchase of stores and spares and lower insurance costs partially offset by higher crew costs. 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.

CHARTER HIRE EXPENSES-

Charter hire expenses decreased by $2.8 million from $7.2 million during the nine months ended September 30, 2024 to $4.4 million during the nine months ended September 30, 2025. The decrease was primarily due to a decrease in hire rates, partially offset by an increase in chartered-in days.

GENERAL AND ADMINISTRATIVE EXPENSES-

For the nine months ended September 30, 2025 and 2024, general and administrative expenses were $22.5 million and $20.8 million, respectively. This increase was primarily due to higher nonvested stock amortization expense and higher legal and professional fees.

TECHNICAL MANAGEMENT FEES-

Technical management fees were $3.8 million and $3.3 million during the nine months ended September 30, 2025 and 2024, respectively, with the variance due to timing of expenses during the year.

DEPRECIATION AND AMORTIZATION-

Depreciation and amortization expense increased by $4.2 million from $50.9 million during the nine months ended September 30, 2024 to $55.1 million during the nine months ended September 30, 2025. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2024 and the nine months ended September 30, 2025.

IMPAIRMENT OF VESSEL ASSETS-

During the nine months ended September 30, 2025, we recorded $0.7 million of impairment of vessel assets related to the loss on disposal of replaced equipment on certain vessels.

During the nine months ended September 30, 2024, we recorded $6.6 million of impairment of vessel assets. This included $5.6 million impairment for the Genco Hadrian, a Capesize vessel, which was impaired during the second

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quarter of 2024. Additionally, during the nine months ended September 30, 2024, we recorded $1.0 million of losses related to the disposal of replaced equipment on certain vessels.

Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information regarding the impairment of this vessel.

NET GAIN ON SALE OF VESSELS-

During the nine months ended September 30, 2024, we recorded a net gain on sale of vessels of $16.7 million related primarily to the gains on the sale of the Genco Warrior during the third quarter of 2024 and the Genco Claudius and Genco Maximus during the second quarter of 2024, partially offset by losses on the sale of the Genco Commodus during the first quarter of 2024. There were no vessels sold during the nine months ended September 30, 2025.

OTHER OPERATING EXPENSE-

Other operating expense of $5.7 million recorded during the nine months ended September 30, 2024 consists of costs incremental to routine expenses that were incurred related to our 2024 annual meeting held on May 23, 2024.

OTHER (EXPENSE) INCOME -

INTEREST EXPENSE –

Interest expense decreased by $2.2 million from $10.5 million during the nine months ended September 30, 2024 to $8.3 million during the nine months ended September 30, 2025. The decrease was primarily due to lower outstanding debt during the nine months ended September 30, 2025 as compared to the same period during 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 nine months ended September 30, 2025.

INTEREST INCOME –

Interest income decreased by $1.3 million from $2.3 million during the nine months ended September 30, 2024 to $1.0 million during the nine months ended September 30, 2025 primarily due to lower interest income earned on our cash and cash equivalents.

LOSS ON DEBT EXTINGUISHMENT –

During the nine months ended September 30, 2025, we recorded $0.7 million related to the loss on the extinguishment of debt as a result of the refinancing of the $500 Million Revolver with the $600 Million Revolver on July 10, 2025. Refer to in Note 8 — Debt in our Condensed Consolidated Financial Statements.

NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST –

During the nine months ended September 30, 2025 and 2024, net (loss) income attributable to noncontrolling interest was ($0.07) million and $0.3 million, respectively, which is associated with the net (loss) income 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

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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 $90 million as of September 30, 2025 in addition to the $430 million availability under the $600 Million Revolver as of September 30, 2025, which compares to a minimum liquidity requirement under our credit facility of approximately $21 million as of September 30, 2025. Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $5.2 million and $31.8 million during the remainder of 2025 and 2026, respectively, the $57.2 million remaining payment for the purchase of the Genco Courageous which was delivered on October 15, 2025, 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, 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 September 30, 2025, there are no mandatory debt repayments due until we must repay $170 million in 2030. Nonetheless, we intend to continue to pay down debt on a voluntary basis.

As of September 30, 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.

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 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.

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 Condensed Consolidated Financial Statements for further details regarding the terms of the $600 Million Revolver, which information is incorporated herein by reference.

As of September 30, 2025, we were in compliance with all financial covenants under the $600 Million Revolver.

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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 in the discretion of our Board and is anticipated to be based on future quarterly debt repayments and interest expense.

On November 5, 2025, we announced a quarterly dividend of $0.15 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.

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 Ukraine, the Israel-Hamas war, the Houthi conflict in the Red Sea, the imposition of tariffs, 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 nine months ended September 30, 2025 and 2024 was $16.0 million and $96.9 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 the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Net cash (used in) provided by investing activities for the nine months ended September 30, 2025 and 2024 was ($17.8) million and $73.7 million, respectively. This fluctuation was primarily a result of $79.1 million of proceeds from

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the sale of the Genco Commodus, the Genco Claudius, the Genco Maximus and the Genco Warrior during the nine months ended September 30, 2024. Additionally, there was a $11.8 million increase in the purchase of vessel assets due to the deposit for the Genco Courageous that was delivered on October 15, 2025, as well various upgrades during the drydocking of certain vessels in our fleet during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Net cash provided by (used in) financing activities during the nine months ended September 30, 2025 and 2024 was $47.7 million and ($170.4) million, respectively. On July 10, 2025, the $500 Million Revolver was refinanced with the $600 Million Revolver. As part of the debt modification, $15.3 million was settled net among the lenders of the $500 Million Revolver and $600 Million Revolver. The fluctuation is primarily due to a $120.0 million decrease in debt repayments made under our $500 Million Revolver during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Additionally, during the nine months ended September 30, 2025, the Company made drawdowns of $70.0 million and $10.0 million on the $600 Million Revolver and the $500 Million Revolver, respectively. Lastly, there was a $24.1 million decrease in the payment of dividends during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. These decreases in cash used in financing activities were partially offset by a $5.9 million increase in the payment of deferred financing costs related to the $600 Million Revolver.

Interest Rate Swap and Cap Agreements, Forward Freight Agreements and Currency Swap Agreements

During the first quarter of 2024, our last remaining interest rate cap agreement that we used to manage interest costs and the risk associated with changing interest rates expired. Such agreements cap the borrowing rate on our variable debt to provide a hedge against the risk of rising rates. At September 30, 2025, the total notional principal amount of the interest rate cap agreements is $0.

Refer to Note 9 — Derivative instruments of our Condensed Consolidated Financial Statements for further information.

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 September 30, 2025 and December 31, 2024.

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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 17 Capesize, 15 Ultramax and 11 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.

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.

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.

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 2026 to be:


Year	Estimated Drydocking Costs		Estimated BWTS Costs		Estimated Fuel Efficiency Upgrade Costs		Estimated Off-hire Days

	(U.S. dollars in millions)

October 1 - December 31, 2025	$	5.1	$	—	$	0.1	88
2026 (1)	$	25.6	$	4.6	$	1.6	346

(1)

These amounts exclude a total of $10.6 million of estimated drydocking costs and fuel efficiency upgrade costs and 160 estimated offhire days for certain vessels that have drydocking class deadlines during the first quarter of 2027 and may, therefore, not be drydocked until 2027.

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 nine months ended September 30, 2025 and 2024, we incurred a total of $53.2 million and $15.8 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment.

We completed the drydocking of 16 of our vessels during the nine months ended September 30, 2025. Additionally, the drydocking for one of our vessels began during the third quarter of 2025 and will be completed during the fourth quarter of 2025. We estimate that an additional two of our vessels will be drydocked during the remainder of 2025 and ten of our vessels will be drydocked during 2026, excluding five vessels that have drydocking class deadlines during the first quarter of 2027.

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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 2024 10-K.

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 2024 10-K.

During the three and nine months ended September 30, 2025, we recorded an impairment loss of $0 million and $0.7 million, respectively, for the loss on disposal of replaced equipment on certain vessels. During the three and nine months ended September 30, 2024, the Company recorded $1.0 million and $6.6 million, respectively, of impairment expense, which includes $1.0 million and $1.0 million, respectively, related to the loss on disposal of replaced equipment on certain vessels.

During the nine months ended September 30, 2024, we recorded an impairment loss for the Genco Hadrian, one of our Capesize vessels. The sale of the Genco Hadrian was completed on October 4, 2024. Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information regarding the impairment of this vessel.

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 $600 Million Revolver as of September 30, 2025. We obtained valuations for all of the vessels in our fleet pursuant to the terms of the $600 Million Revolver.

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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 September 30, 2025, four of our Capesize vessels had carrying values that exceeded their vessel valuations, which is an indicator of impairment. As of December 31, 2024, eight of our Capesize vessels and four of our Ultramax 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 2024 10-K, there were no impairment losses recorded for these vessels incurred during the three and nine months ended September 30, 2025 or the three months ended December 31, 2024.

The amount by which the carrying value at September 30, 2025 of four of our Capesize vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $1.9 million to $2.9 million per vessel, and $9.7 million on an aggregate basis for these four vessels. Comparatively, the amount by which the carrying value at December 31, 2024 of eight of our Capesize vessels and four of our Ultramax vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $0.04 million to $6.9 million per vessel, and $38.7 million on an aggregate fleet basis for these twelve vessels. The average amount by which the carrying value of these vessels exceeded the valuation of such vessels for covenant compliance purposes was $2.4 million at September 30, 2025 and $3.2 million as of December 31, 2024. 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 September 30, 2025 and December 31, 2024. Vessels have been grouped according to their collateralized status as of September 30, 2025.

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			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	September 30,		December 31,
Vessels	Year Built	Acquired	2025		2024
$600 Million Revolver
Baltic Bear	2010	2010	$	30,149	$	30,910
Baltic Wolf	2010	2010		30,648		31,303
Genco Lion	2012	2013		26,173		27,213
Genco Tiger	2011	2013		24,851		25,820
Baltic Scorpion	2015	2015		19,764		20,429
Baltic Mantis	2015	2015		19,913		20,663
Genco Hunter	2007	2007		6,776		7,112
Genco Aquitaine	2009	2010		7,619		7,888
Genco Ardennes	2009	2010		7,650		7,934
Genco Auvergne	2009	2010		7,677		7,947
Genco Bourgogne	2010	2010		8,209		8,522
Genco Brittany	2010	2010		8,237		8,314
Genco Languedoc	2010	2010		8,217		8,531
Genco Picardy	2005	2010		6,162		6,433
Genco Pyrenees	2010	2010		8,377		8,280
Genco Rhone	2011	2011		9,127		9,368
Genco Constantine	2008	2008		25,971		27,134
Genco Augustus	2007	2007		23,458		24,793
Genco London	2007	2007		24,211		25,328
Genco Titus	2007	2007		24,664		25,854
Genco Tiberius	2007	2007		23,235		24,598
Genco Predator	2005	2007		6,049		6,351
Genco Hornet	2014	2014		18,444		19,177
Genco Wasp	2015	2015		18,688		19,421
Genco Endeavour	2015	2018		36,921		38,324
Genco Resolute	2015	2018		37,296		37,468
Genco Columbia	2016	2018		20,697		21,464
Genco Weatherly	2014	2018		16,757		17,427
Genco Liberty	2016	2018		39,100		40,326
Genco Defender	2016	2018		38,958		40,319
Genco Magic	2014	2020		12,809		13,258
Genco Vigilant	2015	2021		13,855		13,784
Genco Freedom	2015	2021		13,922		13,881
Genco Enterprise	2016	2021		17,580		18,187
Genco Madeleine	2014	2021		19,380		20,162
Genco Constellation	2017	2021		22,010		22,806
Genco Mayflower	2017	2021		22,354		23,165
Genco Laddey	2022	2022		26,535		27,305
Genco Mary	2022	2022		26,561		27,335
Genco Ranger	2016	2023		40,123		41,515
Genco Reliance	2016	2023		40,080		41,462
Genco Intrepid	2016	2024		48,201		47,511
Consolidated Total			$	887,408	$	915,022

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.

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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. During the first quarter of 2024, our last remaining interest rate cap agreement that we used to manage interest costs and the risk associated with changing interest rates expired. Refer to Note 9 — Derivative Instruments of our Condensed Consolidated Financial Statements.

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 and nine months ended September 30, 2025 and 2024, 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.

A 1% increase in SOFR would have resulted in an increase of $0.7 million in interest expense for the nine months ended September 30, 2025.

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. During the first quarter of 2024, our last remaining interest rate cap agreement that we used to manage interest costs and the risk associated with changing interest rates expired. Refer to Note 9 — Derivative Instruments of our Condensed Consolidated Financial Statements.

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 affects earnings.

Refer to “Interest rate risk” section above for further information regarding interest rate swap agreements.

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. Refer to the “Bunker swap and forward fuel purchase agreements” section of Note 2 — Summary of Significant Accounting Policies for further information.

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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.

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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 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.

ITEM 5. OTHER INFORMATION

The following information is being provided in this Item 5 in lieu of being provided on a Current Report on Form 8-K under Item 8.01:

On November 4, 2025, our Board of Directors, which currently consists of six incumbent directors and has one vacancy, adopted a resolution pursuant to Article H, Section (b) of our Second Amended and Restated Articles of Incorporation, as amended to date and Article III, Section 1 of our Amended and Restated By-Laws, reducing the total number of directors comprising the Board of Directors to six and eliminating the vacancy.

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ITEM 6. EXHIBITS

The Exhibit Index attached to this report is incorporated into this Item 6 by reference.

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EXHIBIT INDEX


Exhibit			Document

3.1			Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1)

3.2			Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(2)

3.3			Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated April 15, 2016.(3)

3.4			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(4)

3.5			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated January 4, 2017.(5)

3.6			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited dated July 15, 2020.(6)

3.7			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited dated May 13, 2021.(7)

3.8			Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping & Trading Limited, dated as of November 14, 2016.(8)

3.9			Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated July 9, 2014.(1)

3.10			Amendment to Amended and Restated By-Laws, dated June 4, 2018.(9)

3.11			Second Amendment to Amended and Restated By-Laws, dated July 15, 2020.(6)

3.12			Third Amendment to Amended and Restated By-laws, dated January 11, 2021.(10)

3.13			Fourth Amendment to Amended and Restated By-laws, dated March 28, 2023.(11)

3.14			Fifth Amendment to Amended and Restated By-Laws, dated August 26, 2025.(12)

3.15			Statement of Designations of Series B Preferred Stock of Genco Shipping & Trading Limited.(13)

4.1			Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(1)

4.2			Rights Agreement dated as of October 1, 2025 between Genco Shipping & Trading Limited. and Computershare Inc., a national banking corporation, as Rights Agent (including the form of Statement of Designations of Series B Preferred Stock attached thereto as Exhibit A, the form of Rights Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C).(13)

10.1			Fifth Amendment to Credit Agreement dated as of July 10, 2025, by and among Genco Shipping & Trading Limited as Borrower, the subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank Abp, New York Branch, as Administrative Agent, Collateral Agent, and Security Trustee.(14)

31.1			Certification of Chief Executive Officer and President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)

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31.2			Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)

32.1			Certification of Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350.(*)

32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.(*)

101			The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).(*)

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



(*)	Filed with this report.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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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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.

	GENCO SHIPPING & TRADING LIMITED


DATE: November 5, 2025	By:		/s/ John C. Wobensmith
	John C. Wobensmith
	Chief Executive Officer and President
	(Principal Executive Officer)


DATE: November 5, 2025	By:	/s/ Peter Allen
	Peter Allen
	Chief Financial Officer
	(Principal Financial Officer)