GNK 10-K & 10-Q changes, risk factors and insider trading

As a result ofIf low freight and charter rates that in some instances maydo not allow us to operate our vessels profitably, our earnings and cash flows could decline. ContinuationProlonged existence of these types of potential conditions for a prolonged period may leave us with insufficient cash resources for our operations or would potentially accelerate the repayment of our outstanding indebtedness.

A significant numberMany of our vessels’ port calls involve loading or discharging raw materials and semi-finished products in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, particularly in China, India, or Japan, could adversely affect our business. In recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product, and our business substantially depends on economic activity in China. ToImports to and exports from China could decline to the extent the Chinese government does not pursue economic growth and urbanization generally,urbanization, including infrastructure stimulus spending, theor levelif ofthere imports to and exports from China could be adversely affected, as well as byare changes in political, economic andor social conditions or other Chinese government policies. The Chinese government may adopt policies that favor domestic drybulk shipping companies and may hinder our ability to compete with them effectively. The Chinese government has also taken actions seen as protecting domestic industries such as coal or steel, which may reduce the demand for China-bound drybulk cargoes and negatively impact the drybulk industry. Given the current state of the Chinese property sector, the Chinese government has continued to attempt to stimulate the economy to achieve economic growth targets. China’s property market remains a key sector driving commodity demand for various cargoes that we ship. Moreover, a significant or protracted slowdown in the economies of the U.S., the European Union or various Asian countries may adversely affect economic growth in China and elsewhere.

A prolonged downturn in the drybulk charter market, from which we derive the large majority of our revenues, has been volatilehistorically overvolatile. the past five years. There can be no assurance that theThe drybulk charter market will notcould experience future downturns.

Shipping capacity supply and demand strongly influences freight rates. Factors that influence demand include demand for and production of drybulk products; global and regional economic and political conditions, including developments in international trade, fluctuations in industrial and agricultural production and armed conflicts; the distance drybulk cargo is to be moved by sea; environmental and other regulatory developments; events impacting production of the commodities that we carry; and changes in seaborne and other transportation patterns. These factors, in turn, may be affected by changes in climate, which may include changes in sea level and adverse weather events. Factors that influence the supply of vessel capacity include the number of newbuilding orders and subsequent deliveries; shipyard capacity; port and canal congestion; scrapping of older vessels; vessel casualties; conversion of vessels to other uses; the number of vessels out of service (laid-up, drydocked, awaiting repairs or otherwise not available for hire); and environmental concerns and regulations.

Although vessel supply growth rates have slowed in recent years, if the supply of newbuilding vessels outpaces the demand for vessels, it could negatively impact freight rates and charterhire rates. If market conditions deteriorate following our vessels’ current employment, we may not be able to employ our vessels at profitable rates or at all. The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition, ability to pay dividends, and ability to continue as a going concern. In 2025, drybulk commodity demand growth may ease relative to 2024 levels, whereas vessel supply growth is expected to remain at a similar level to 2024.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require us to evaluate our vessels for an impairment of their carrying amounts. TheWe recoverable amounts of vessels are reviewed based onreview events and changes in circumstances that would indicate that the carrying amount of the assetsvessels might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future freight rates and earnings from the vessels. All of these items have been historically volatile.

Inflation could adversely affect our business and financial results by increasing the costs of labor and materials needed to operate our business. In an inflationary environment such as the current economic environment, depending on the drybulk industry and other economic conditions, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins. Inflation may also raise our costs of capital and decrease our purchasing power, making it more difficult to maintain sufficient funds to operate our business.

In recent years, tensions have been rising between the U.S. and China as a result of significantly increased Chinese military flights into Taiwan’s air defense zone, U.S. claims that China tested a hypersonic missile, and the establishment of the AUKUS pact among Australia, the U.K., and the U.S. under which the U.S. is to assist Australia in developing a nuclear submarine program. In addition, China imposed restrictions on the imports of coal and certain other products from Australia following Australia’s alignment with the U.S. on a number of issues, which China perceived as adverse to its interests. Developments around these restrictions are dynamic and uncertain. The escalation of such trade issues or tensions or development of any military conflict could result in interferenceinterfere with shipping routes or indisrupt market disruptions.markets. In addition, unfavorable weather conditions could result in disruption todisrupt our operations or require infrastructure adaptations or new or different investments for our vessels. Any of the foregoing could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

At the end of 2023, Houthi rebels began to attack commercial vessels transiting the southern Red Sea and Gulf of Aden region. In 2024, the attacks continued and increased in frequency despite intervention from several outside countries, including the United States through Operation Prosperity Guardian. These attacks have led to augmented risks regarding transitcontinued in therecent region.years, Asresulting a result,in many shipping companies across the drybulk, tanker and container sectors have electedelecting to re-route their vessels around the Cape of Good Hope, increasing sailing distances. AsShipowners acontinue resultto ofmonitor the Israelsituation, which has included on and Hamasoff ceasefirecease-fire agreementagreements. announcedCertain incontainer Januaryowners 2025,have begun to transit the Houthisarea haveonce statedagain, thatalbeit theywith willgradual curtailincreases, attackswhile on commercial vessels transiting the Red Sea as long as the agreement remains in place and is observed. Despite this agreement, many shipowners in the near-termothers have stated plans to continue to avoid the area while monitoring developments.

ActsMilitary of war,actions, terrorist attacks, and other acts of violence may have an adverse effect on our business.

ActsMilitary of war,actions, terrorism, or other forms of violence may result in lower trading volumes, decreased demand for drybulk cargo, or damage to or destruction of our vessels. Such acts may result in temporary increases in shipping rates as vessels are rerouted, which may result in declines in shipping rates after such acts cease. Any of the foregoing could have a material adverse impact on our business, results of operation, financial condition, and ability to pay dividends.

On February 24, 2022, Russia invaded Ukraine leading to what is now a multi-year war and a continued humanitarian crisis. The impact on the drybulk market has been a redirection of cargo flows, volatile commodity prices, a greater emphasis on energy and food security and sanctions on various Russian entities and exports. The U.S., Europe and other countries have imposed unprecedented economic sanctions in response to Russian actions whichthat could be increased with uncertain effects on the drybulk market and the world economy. In addition, the U.S. and certain other North Atlantic Treaty Organization (NATO) countries have been supplying Ukraine with military aid. The longer term impact of Russia’s war in Ukraine remains unknown, which may take some time to materialize. Russia and Ukraine export significant volumes of coal and grain cargoes. A reduction of these exports as well as the global effect of these reduced supplies may result in lower trade volumes, higher commodity prices, increased inflation, and potential demand destruction. U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the drybulk industry, including ours. As a reaction to the war, China has increased domestic coal production as well as their imports of the commodity as a way to bolster energy security. The scope or intensity of this or other conflicts, including the ongoingIsrael-Hamas militarywar, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela, as well as sanctions and other actions undertaken in response to it could increase, potentially having negative effects on the global economy and markets.

All of our charters with customers prohibit our vessels from entering any countries or conducting any trade prohibited by the U.S. However, on such customers’ instructions, our vessels could call on ports in countries subject to sanctions or embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism, such as Iran, Sudan and Syria. Moreover, the ongoing war in Ukraine could result in the imposition of further economic sanctions by the U.S. and the European Union against Russia. Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject ofto sanctions imposed by the governments of the U.S., European Union, and/or other international bodies. Any violation of sanctions andor embargo laws and regulationsembargoes could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Additionally, some investors may decide to divest their interest, or not to invest, in us simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. War, terrorism, civil unrest and governmental actions in these and surrounding countries may adversely affect investor perception of the value of our common stock.

Our success largely depends on attracting and retaining highly skilled and qualified personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. Any inability that GSSM or Synergy or we experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends.

We operate a large portion of our vessels on spot market voyage charters, which generally require the vessel owner to bear the cost of fuel in the form of bunkers, a significant operating expense. Depending on the timing of increases in the price of fuel and market conditions, we may be unable to pass along fuel price increases to our customers. Geopolitical events, such as conflicts in the Middle East or Venezuela, may result in fuel price increases. In standard time charter arrangements, under which the balance of our vessels operate, the charterer bears the cost of fuel bunkers. At the commencement of a charter, the charterer purchases fuel from us at then-prevailing market rates, and we must repurchase fuel at that same initial rate when the charterer redelivers the vessel to us. Market rates at the time the charterer redelivers the vessel may be more or less than the prevailing market rates at the commencement of the charter. In certain of our short-term time charter agreements, we sell the charterer the amount of the bunkers actually consumed and the charterer is required to redeliver the vessel to us without replenishment of the bunkers consumed. The date of redelivery of vessels and fluctuations in the price and supply of fuel are unpredictable, and therefore, these arrangements could result in losses or reductions in working capital that are beyond our control.

As part of our approach to comply with IMO regulations that limit sulfur emissions, we retrofitted our Capesize vessels with scrubbers. The performance of our investment in scrubbers depends in part upon the fuel spread between compliant low sulfur fuel and high sulfur fuel. Any decrease in the spread between these two fuel types could reduce the return for this investment. In addition, certain countries have imposed regulations regarding the operations of scrubbers. These restrictions could become more restrictive or widespread, and we may be further limited in or prevented from operating scrubbers on our vessels as a result. To the extent we cannot operate scrubbers on our vessels, we would no longer be able to recover our investment in scrubbers and would have to use low sulfur fuel instead. Low sulfur fuel, which we currently use in our minor bulk fleetfleet, is more expensive than standard marine fuel. Increased demand for low sulfur fuel has resulted in an increase in prices for such fuel and may result in further increases, which we may not be able to include in our freight rates.

We operate our vessels in markets that have historically exhibitedexhibit seasonal variations in demand and, as a result,and freight and charter rates. This seasonality may result in quarterly volatility in our operating results, depending on when and whether we enter into time charters or trade on the spot market. The drybulk sector is typically stronger in the fall and winter months in anticipation of increased consumption of coal and raw materials in the northern hemisphere during the winter months. As a result, our revenues could be weaker during the fiscal quarters ended March 31 and June 30, and conversely, our revenue could be stronger during the quarters ended September 30 and December 31. This seasonality could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We are subject to market risks relating to changes in Secured Overnight Financing Rate (“SOFR rates”) because we have significant amounts of floating rate debt outstanding. If SOFR or any alternative reference rate were to increase significantly, the amount of interest payable on our outstanding indebtedness could increase significantly and could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends.

We may not be able to compete for charters with new entrants or established companies with greater resources in the drybulk industry.

We currently maintain all of our cash and cash equivalents with eightsix financial institutions, which causes credit risk.

We currently maintain all of our cash and cash equivalents with sevensix financial institutions. None of our balances are covered by insurance in the event of default by the financial institutionsinstitutions.

Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority. We cannot predict the outcome of any specific legislative proposals.

For example, on November 15, 2023, the Organization for Economic Cooperation and Development (OECD) announced that 145 countries and jurisdictions had signed on as members of the OECD/G20 Inclusive Framework on base erosion and profit shifting, which issued an outcome statement on July 11, 2023 describing a two-pillar framework to address the tax challenges arising from the digitalization of the economy. Pillar Two of that framework agreement subjects certain multinational enterprises (MNEs) with consolidated revenues of at least 750 million euros to a minimum 15% tax rate. The agreement wouldframework also reallocatereallocates certain taxing rights over multinational enterprisesMNEs from their home countries to the markets where they have business activities and earn profits—regardless of whether the multinational enterprisesMNEs have a physical presence in such markets. While certain international shipping income is exempt from some or all of the provisions included in the agreement, the impact of these provisions is uncertain and may not become evident for some period of time. The United States has declared that the global minimum tax has no force or effect in the United States, and the Marshall Islands is not among the signatories to the OECD/G20 framework.there.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and may make it more difficult for our shareholders to protect their interests. Our corporate affairs are governed by our amended and restated articles of incorporation and by-laws and the Marshall Islands Business Corporations Act,Act or BCA.(BCA). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the U.S., and the BCA specifically incorporates the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions. However, the rights and fiduciary responsibilities of directors and shareholder rights are not as clearly established under Marshall Islands law as they are in certain U.S. jurisdictions, and there have been few judicial cases in the Marshall Islands interpreting the BCA. As a result, it may be difficult for our shareholders to protect their interests.

We may require additional capital to expand our business and increase revenues, add liquidity in response to negative economic conditions, meet unexpected liquidity needs, andor reduce our outstanding debt. To the extent our existing capital and borrowing capabilities are insufficient, we will need to raise additional funds through debt or equity financings, including offerings of our common stock, securities convertible into our common stock, or rights to acquire our common stock or curtail our growth and reduce our assets or restructure arrangements with existing security holders. Any equity or debt financing, or additional borrowings, if available at all, may be on terms that are not favorable to us. Equity financings could result in dilution to our stockholders, and the securities issued in future financings may have rights, preferences, and privileges that are senior to those of our common stock. To the extent that an existing shareholder does not purchase shares of voting stock, that shareholder’s interest in our company will be diluted, representing a smaller percentage of the vote in our Board of Directors’ elections and other shareholder decisions. If our need for capital arises because of significant losses, the occurrence of these losses may make it more difficult for us to raise the necessary capital. If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements.

We are a Marshall Islands company that transports iron ore, coal, grain, bauxite, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels. OurAfter the expected delivery of two Newcastlemax vessels during March 2026 that we have agreed to acquire, our fleet currentlywill consist of 4245 drybulk carriers,vessels, including 16two Newcastlemax and 17 Capesize drybulkvessels carriers,and 15 Ultramax drybulk carriers, and eleven11 Supramax drybulk carriersvessels with an aggregate carrying capacity of approximately 4,446,0005,044,000 deadweight tons (“dwt”). Theand an average age of our current fleet is approximately 12.212.7 years.years, pro forma for agreed-upon acquisitions. We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers. The majority of the vessels in our current fleet are presently engaged under time charter, spot market voyage charters and spot market-related time charters that expire (assuming the option periods in the time charters are not exercised) between February 20252026 and March 2026.2027.

IMO 2023 Compliance Requirements

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

During 2024,2025, voyage revenues increaseddecreased by $39.2$80.9 million, or 10.2%,19.1%, to $423.0$342.1 million as compared to $383.8$423.0 million during 2023.2024. The increasedecrease in voyage revenues was primarily due to higherlower rates earned by both our major and minor bulk vessels.vessels, the operation of a smaller fleet and additional drydocking days during 2025. During 2024,2025, the drybulk freight market experienced a strong year led by the Capesize sector. The market realized atypical strength in thesofter first half of the year ledbefore strengthening in the second half of the year driven by solid cargo flows, particularly with regard torecord Brazilian iron ore exports.exports, Increased seaborne volumes were met with firm demand from China, which imported record iron ore volumes in 2024. Additionally, China’simproved coal imports reached an all-time high in 2024 due to price competitiveness of the seaborne material as compared to domestic production, while the long-haul West Africashipments to China bauxite trade continues to exhibit growth lengthening trading distances. On top of this, geopolitical factors continued to persist in 2024, most notably with Houthi attacks on commercial vessels in the southern Red Sea and Gulfstrong ofChinese Adencommodity region resulting in vessel re-routing and increased fleet inefficiencies in the market. Towards the end of 2024, the drybulk freight market declined from earlier year highs driven by a reduction of port congestion to below median historical levels increasing effective fleet capacity while iron ore trade flows eased into year end.demand. At the beginning of 2025,2026, freight rates have been impacted by various seasonal factors, including weather related disruptions affecting seaborne cargo availability, the frontloaded nature of the newbuilding orderbook, and the timing of the Chinese New Year. These factors have impacted the supply and demand balance leading to reduced freight rates relative to 2024levels levels. In 2025, drybulk commodity demand growth may ease relative to 2024 levels, whereas vessel supply growth is expected to remainseen at athe similarend levelof to2025; 2024.however, freight rates are at firm levels for this time of year.

The average Time Charter Equivalent, or TCE rate, of our overall fleet increaseddecreased by 29.4%18.9% to $15,502 a day during 2025 from $19,107 a day during 2024 from $14,766 a day during 2023.2024. The TCE for our major bulk vessels increaseddecreased by 46.1%28.0% from $18,280 a day during 2023 to $26,699 a day during 2024.2024 to $19,210 a day during 2025. This increasedecrease was primarily a result of higherlower rates achieved by our Capesize vessels, as well as lower voyage expenses.vessels. The TCE for our minor bulk vessels increaseddecreased by 14.7%6.9% from $12,512 a day during 2023 to $14,351 a day during 2024 to $13,355 a day during 2025 primarily a result of higherlower rates achieved by our Ultramax and Supramax vessels, as well as lower voyage expenses.vessels.

For 2024 and 2023, we hadTotal ownership days ofdecreased from 15,781.6 anddays 16,135.2during days,2024 respectively.to The decrease in ownership15,407.9 days wasduring primarily2025 due to the sale of four Capesize vessels and one Supramax vessel during 20242024, partially offset by the delivery of twoone Capesize vesselsvessel during the fourth quarter of 20232024 and one Capesize vessel during the fourth quarter of 2024.2025. Fleet utilization decreased marginallyincreased from 97.3% during 2023 to 96.8% during 2024.2024 to 98.4% during 2025.

VOYAGE EXPENSES- In time charters and spot market-related time charters, operating costs including crews, maintenance and insuranceinsurance, which are recorded as part of vessel operating expenses, are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. There are certain other non-specified voyage expenses such as commissions which are typically borne by us. Voyage expenses include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated third parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on spot market voyage charters because these expenses are for the account of the vessel owner. At the inception of a time charter, we record the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Voyage expenses also include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. Additionally, we may record lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. Refer to Note 2 — Summary of Significant Accounting Policies in our Consolidated Financial Statements.

Voyage expenses were $127.0$115.3 million and $143.0$127.0 million during 20242025 and 2023,2024, respectively. This decrease was primarily due to alower decreasebunker inconsumption voyage expenses foron our major bulkCapesize vessels and for our Supramax vessels, part of our minor bulk fleet. The decrease overall was primarily due to theadditional operationdrydocking of fewer major bulk and Supramax vessels operatingdays during 20242025 as comparedwell tolower 2023.bunker prices. Additionally, there was a decrease in bunker consumption forduring ourshort-term Supramaxtime vesselscharters duepursuant to lowerthe bunkerterms prices.of the time charter agreement during 2025 as compared to 2024.

VESSEL OPERATING EXPENSES- Vessel operating expenses increaseddecreased by $4.5$3.1 million from $97.1 million during 2023 to $101.6 million during 2024.2024 to $98.5 million during 2025. This increasedecrease was primarily due to higher repair and maintenance costs and the timingoperation of thea purchasesmaller of stores and spares.fleet.

Average daily vessel operating expenses (“DVOE”) for our fleet increaseddecreased marginally to $6,395 per vessel per day during 2025 from $6,440 per vessel per day during 2024 from $6,017 per vessel per day during 2023. The increase in daily vessel operating expenses was2024, primarily due to higherthe repairtiming of purchase of stores, lower insurance costs and lower repairs and maintenance costs,expenses, partially offset by higher crew costs and the timing of the purchase of stores and spares and higher crew costs.spares.

Our vessel operating expenses increase to the extent our fleet expands. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing, lubes, and insurance, may also cause these expenses to increase. Crew costs on our vessels could increase in the future due to higher wages as a result of the potential impact of the war in Ukraine, the Israel-Hamas war, and the Houthi conflict in the Red SeaSea, and other conflicts in the Middle East or Venezuela, among other potential macroeconomic events, are unpredictable, and the actual amount of DVOE could be higher or lower than budgeted as a result.

Based on estimates provided by GSSM, our DVOE budget for the full year of 20252026 is expected to be $6,375$6,500 per vessel per day. The potential impacts of various macroeconomic events, including but not limited to the war in Ukraine, the Israel-Hamas war andwar, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.

CHARTER HIRE EXPENSES- Charter hire expenses decreased marginally by $0.1$3.1 million from $9.1 million during 20232024 to $9.1$6.0 million during 2024.2025. The decrease was primarily due to a decrease in chartered-inhire days during 2024 as compared to 2023,rates, partially offset by an increase in hirechartered-in rates.days.

General and administrative expenses increased by $0.8$1.7 million from $28.3 million during 2023 to $29.1 million during 2024.2024 to $30.8 million during 2025. The increase was primarily due to higher compensationnonvested relatedstock expensesamortization partiallyexpense offsetand by lower ordinaryhigher legal and professional fees.

Depreciation and amortization expenses increased by $2.2$7.5 million from $66.5 million during 2023 to $68.7 million during 2024.2024 to $76.2 million during 2025. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 20232024 and 2024.2025. ThisAdditionally, there was an increase wasin vessel depreciation expense for the Genco Intrepid and Genco Courageous which were delivered during the fourth quarter of 2024 and 2025, respectively, partially offset by a decrease in vessel depreciation expense due tofor the operationGenco Warrior and Genco Hadrian which were sold during the second half of a smaller fleet.2024.

IMPAIRMENT OF VESSEL ASSETS- Impairment of vessels assets decreased by $35.1$5.9 million from $41.7 million during 2023 to $6.6 million during 2024.2024 Thisto $0.7 million during 2025. During 2025, we recorded $0.7 million of impairment of vessel assets related to the loss on disposal of replaced equipment on certain vessels. During 2024, were recorded $6.6 million of impairment of vessel assets that included $5.6 million impairment losses for onethe andGenco threeHadrian, a Capesize vessel, which was impaired during the second quarter of our Capesize vessels during 2024 and 2023, respectively.2024. Additionally, during 2024, we recorded $1.0 million of losses related to the disposal of replaced equipment on certain vessels.

OTHER OPERATING EXPENSE- Other operating expense of $1.9 million and $5.7 million recorded during 20242025 and 2024, respectively, consists of costs incremental to routine expenses that were incurred related to our 2026 Annual Meeting of Shareholders and our 2024 annualAnnual meetingMeeting heldof onShareholders, May 23, 2024.respectively.

OTHER (EXPENSE) INCOME- INTEREST EXPENSE- Interest expense increaseddecreased by $4.5$1.0 million from $8.8 million during 2023 to $13.3 million during 2024.2024 to $12.3 million during 2025. Interest expense during 20242025 and 20232024 consisted primarily of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The increasedecrease was primarily due to lower outstanding debt during 2025 as compared to 2024, as well as lower interest rates. This decrease was partially offset by an increase in interest expense as a result of lower settlement payments received under our interest rate cap agreements during 2024 as compareddue to 2023 as a result of the expiration of these agreements. This increase was partially offset by a decrease due to lower outstanding debtagreements during 2024the asfirst comparedquarter toof 2023.2024. There were no interest rate cap agreements during the twelve months ended December 31, 2025. Refer to Note 8 — Debt in the Consolidated Financial Statements for information regarding our credit facilities.

INTEREST INCOME- Interest income increaseddecreased by $0.3$1.5 million from $2.7 million during 2023 to $3.0 million during 2024 to $1.5 million during 2025 primarily due to higherlower interest income earned on our cash and cash equivalents.

NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST –

During 20242025 and 2023,2024, net (loss) income attributable to noncontrolling interest was ($0.1) million and $0.5$0.1 million, respectively, which is associated with the net (loss) income attributable to the noncontrolling interest of GSSM.

We believe, given our current cash holdings and undrawn revolver availability, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months. Such resources include unrestricted cash and cash equivalents of $43.7$55.5 million as of December 31, 20242025 in addition to the $337.3$400 million availability under the $500$600 Million Revolver as of December 31, 2024,2025, which compares to a minimum liquidity requirement under our credit facility of approximately $21.0$21.5 million as of theDecember date31, of this report.2025. Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $50.7$35.1 million and $42.2$33.2 million during 20252026 and 2026,2027, respectively, the $131.0 remining payment for the purchase of the two Newcastlemax vessels expected to be delivered during the first quarter of 2026, as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures. Refer to “Capital Expenditures” below for further details. However, if market conditions were to worsen significantly due to the U.S.-China trade dispute, the imposition of tariffs, the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, other conflicts in the Middle East or Venezuela, or other causes, then our cash resources may decline to a level that may put at risk our ability to pay dividends per our capital allocation strategy or at all.

Throughout 2022, 2023 and 2024, we made a total of $241.0 million of voluntary debt prepayments, resulting in a reduced cash flow breakeven rate from previous levels. During the fourth quarter of 2023, partially offsetting this debt reduction, we opportunistically drew down $65 million under the revolver of the $450 Million Credit Facility to partially fund the purchase of two Capesize vessels that were delivered during the fourth quarter of 2023. Additionally, during the fourth quarter of 2024, we drew down $20 million under the $500 Million Revolver to partially fund the purchase of one Capesize vessel that was delivered during the fourth quarter of 2024. Going forward, given the nature of our revolving credit facility, we plan to actively manage our debt balance to reduce interest expense and may also opportunistically draw down debt to assist in funding accretive growth opportunities. As of December 31, 2024,2025, there are no mandatory debt repayments due until we must repay $90.0$200 million in 2028.2030. Although we do not have any mandatory debt repayments until 2028,Nonetheless, we intend to continue to pay down debt on a voluntary basis with a goal of zero net debt.basis.

In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from the U.S.-China trade dispute, the imposition if tariffs, the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, other conflicts in the Middle East or Venezuela, and the trajectory of China’s economic recovery and stimulus measures. We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise. We may also from time to time seek to incur additional debt financing from private or public sector sources, refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise. We may also seek to manage our interest rate exposure through hedging transactions. We may seek to accomplish any of these independently or in conjunction with one or more of these actions. However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing on acceptable terms or at all.

On NovemberJuly 29,10, 2023,2025, we entered into a fourthfifth amendment to amend, extend and upsize our existing $450$500 Million Credit FacilityRevolver and implement the $500$600 Million Revolver. The amended structure consists of a $500$600 million revolving credit facility,facility which can be utilized to support growth of our asset basebase, as well as general corporate purposes. Refer to Note 8 — Debt in our Consolidated Financial Statements for further details regarding the terms of the $600 Million Revolver, which information is incorporated herein by reference.

The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors. Our Board of Directors and management continue to closely monitor market developments together with the evaluation of our quarterly dividend policy in the current market environment. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends or stock repurchases other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends or stock repurchases while a company is insolvent or would be rendered insolvent by the payment of such a dividend or such a stock repurchase. Heightened economic uncertainty and the potential for renewed drybulk market weakness as a result of the war in Ukraine, the Israel-Hamas war, the Houthi conflict in the Red Sea, other conflicts in the Middle East or Venezuela, and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends.

Net cash provided by operating activities for the years ended December 31, 20242025 and 20232024 was $126.8$31.9 million and $91.8$126.8 million, respectively. This increasedecrease in cash provided by operating activities was primarily due to higherlower rates earned by our major and minor bulk vessels, as well as changes in working capital. TheseAdditionally, increasesthere were partially offset bywas an increase in drydocking costs incurred during 20242025 as compared to 2023.2024.

Net cash provided by (used in) provided by investing activities during the years ended December 31, 20242025 and 20232024 was $47.8($91.6) million and ($91.6)$47.8 million, respectively. This fluctuation was primarily a result of $103.3$103.4 million of net proceeds from the sale of the Genco Commodus, the Genco Claudius, the Genco Maximus, the Genco Warrior and the Genco Hadrian during 2024. ThereAdditionally, there was also a decrease$35.6 million increase in the purchase of vesselsvessel byassets $37.7due millionto the purchase of the Genco Courageous that was delivered on October 15, 2025, as wewell purchasedas deposits made for two CapesizeNewcastlemax vessels that deliveredwe duringagreed theto fourthpurchase quarteron ofNovember 202315, 2025, as compared to onethe Capesizepurchase vesselof the Genco Intrepid that was delivered duringon theOctober fourth quarter of23, 2024. These fluctuations were partially offset by a $1.2 million decrease in insurance proceeds for hull and machinery claims for our vessels.

Net cash provided by (used in) financing activities during the years ended December 31, 20242025 and 20232024 was $177.5$71.2 million and $17.4($177.5) million, respectively. DuringOn 2024,July there10, 2025, the $500 Million Revolver was arefinanced $139.0with the $600 Million Revolver. As part of the debt modification, $15.3 million increasewas insettled totalamongst netthe cashlenders usedof inthe financing$500 activitiesMillion relatedRevolver toand our$600 creditMillion facilitiesRevolver. asThe comparedfluctuation to 2023. This wasis primarily due to a $94.0$130.0 million increasedecrease in debt repayments made under our $500 Million Revolver during 20242025 as compared to 2023.2024. Additionally, excludingduring 2025, the refinancingCompany made drawdowns of $100.0 million and $10.0 million on the $450$600 Million CreditRevolver Facility withand the $500 Million Revolver, there was a $45.0 million decrease in drawdowns during 2024respectively, as compared to 2023 as there was a $20.0 million drawon downthe $500 Million Revolver during the fourth quarter of 2024 to partially finance the purchase of one Capesize vessel that was delivered during the fourth quarter of 2024 as compared to total drawdowns of $65.0 million drawn down during the fourth quarter of 2023 used to partially finance the purchase two Capesize vessels that delivered during the fourth quarter of 2023.2024. Additionally, there was a $26.6$34.7 million decrease in the payment of dividends during 2025 as compared to 2024. These decreases were partially offset by a $5.9 million increase in the payment of dividends during 2024 as compared to 2023. These increases were partially offset by a $5.5 million decrease in deferred financing costs during 2024 as compared to 20232025 related to the $500$600 Million Revolver that was entered into on November 29, 2023 to amend our $450 Million Credit Facility.Revolver.

On NovemberJuly 29,10, 2023,2025, wethe Company entered into a fourthfifth amendment to amend, extend and upsize ourits prior $450 Million Credit Facility, implementing theexisting $500 Million Revolver. The amended structure consists of a $500$600 million revolving credit facility,facility (the “$600 Million Revolver”) which can be utilized to support growth of ourits asset basebase, as well as general corporate purposes. ReferThe to$100 Notemillion 8debt —outstanding Debt in our Consolidated Financial Statements for further details regarding the terms ofunder the $500 Million Revolver,Revolver whichwas informationtransferred isto incorporatedthe herein$600 byMillion reference.Revolver on July 10, 2025.

The effective interest rate for the years ended December 31, 20242025 and 20232024 include interest rates associated with the interest expense for our various credit facilities, including the following: the $500$600 Million Revolver and the $450$500 Million Credit FacilityRevolver (until the $450$500 Million Credit FacilityRevolver was amended to become the $500$600 Million Revolver on NovemberJuly 29,10, 20232025).

We make capital expenditures from time to time in connection with our vessel acquisitions. OurAfter the expected delivery of two Newcastlemax vessels we have agreed to acquire, our fleet currentlywill consistsconsist of 4245 drybulk vessels, including 16two Newcastlemax,17 Capesize drybulk carriers,vessels, 15 Ultramax drybulk carriers and eleven11 Supramax drybulk carriers.vessels.

We completed the drydocking of ten17 of our vessels during 2024.2025. Additionally, the drydocking for onetwo of our vessels began during the fourth quarter of 20242025 and completed during the first quarter of 2025.2026. We estimate that an additional 1811 of our vessels will be drydocked during 20252026 and eight14 of our vessels will by drydocked during 2026, excluding seven vessels that have drydocking class deadlines during the first quarter of 2027.

During the years ended December 31, 2024 and 2023 we recorded losses of $6.6 million and $41.7 million, respectively, related to the impairment of vessel assets. During the year ended December 31, 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. During the year ended December 31, 2023 we recorded an impairment loss for three of our Capesize vessels (the Genco Claudius, the Genco Commodus and the Genco Maximus) which were classified as held for sale as of December 31, 2023 and the sale of these vessels were completed during 2024. Refer to Note 2 — Summary of Significant Accounting Policies in our Consolidated Financial Statements for further information regarding the impairment recorded during the years ended December 31, 20242025 and 2023.2024.

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. As of December 31, 2024,2025, eighttwo of our Capesize vessels and four of our Ultramax vessels had carrying values that exceeded their vessel valuations, which is an indicator of impairment. As of December 31, 2023,2024, 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 the analysis of the anticipated undiscounted future net cash flows to be derived from each of these vessels as of December 31, 20242025 and 2023,2024, there were no impairment losses recorded for these vessels during 20242025 and 2023.2024.

The amount by which the carrying value at December 31, 2025 of two of our Capesize vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $1.5 million to $2.0 million per vessel, and $3.5 million on an aggregate fleet basis. 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. Comparatively, the amount by which the carrying value at December 31, 2023 of eight of our Capesize vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $4.1 million to $8.3 million per vessel, and $47.9 million on an aggregate fleet basis. The average amount by which the carrying value of these vessels exceeded the valuation of such vessels for covenant compliance purposes was $3.2$1.8 million and $6.0$3.2 million as of December 31, 20242025 and 2023,2024, respectively. 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.

We follow the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”) which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, which may include events or changes in circumstances affecting the legal environment, the business climate, market value, extent or manner of use, and physical condition of the vessel assets, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.

We determined that as of December 31, 2024,2025, the future income streams expected to be earned by such vessels over their remaining operating lives and upon disposal on an undiscounted basis would be sufficient to recover their carrying values. As of December 31, 2024,2025, eighttwo of our Capesize vessels and four of our Ultramax vessels had indicators of impairment and the estimated future undiscounted cash flows for those Capesize vessels exceeded each of those vessels’ carrying values by a margin of approximately 3% to 33%34% of the carrying value. Our vessels remain fully utilized and have a relatively long average remaining useful life of approximately 1312 years in which to recover sufficient cash flows on an undiscounted basis to recover their carrying values as of December 31, 2024.2025. Management will continue to monitor developments in charter rates in the markets in which it participates with respect to the expectation of future rates over an extended period of time that are utilized in the analyses.

In developing estimates of future undiscounted cash flows, we make assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to charter rates, fleet utilization, vessels’ operating expenses, vessels’ capital expenditures and drydocking requirements, vessels’ residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends. Specifically, we utilize the rates currently in effect for the duration of their current time charters or spot market voyage charters, without assuming additional profit sharing. For periods of time where our vessels are not fixed on time charters or spot market voyage charters, we utilize an estimated daily time charter equivalent for our vessels’ unfixed days based on the most recent ten-year historical one-year time charter average. In addition, for our older vessels we evaluate the current market rate environment compared to the ten-year historical one-year time charter average and, if deemed necessary, adjust the rate to better reflect the expected future cash flows. It is reasonably possible that the estimate of undiscounted cash flows may change in the future due to changes in current rates which could adversely affect the average rates being utilized and could result in impairment of certain of our older vessels. It is also reasonably possible that vessels that were not subject to impairment testing during 20242025 because there was no indicator of impairment could be subject to such testing in the future.

For our impairment analysis, we utilize the ten-year historical one-year time charter average, as well as considering the current rate environment, to project future charter rates, which we believe appropriately takes into account the volatility and highs and lows of the shipping cycle. We note that the ten-year historical one-year time charter average includes historically low rates from the period from 2015 to 2016 that adversely affect the total average.

Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently lowcurrent levels or whether they will improvechange by any significant degree. Charter rates may remain at depressed levels for a prolonged period of time, which could adversely affect our revenue and profitability, and future assessments of vessel impairment.

“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) military actions, terrorism, or piracy, including without limitation the ongoing conflicts in Ukraine and Iran, andrelated attacks on vesselscommercial in the Red Sea,vessels, and other conflicts in the Middle East and Venezuela; (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, 2026 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, 2025 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.

We are a New York City-based pure-play drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, bauxite, steel products and other drybulk cargoes along worldwide shipping routes. OurAfter the expected delivery of the Genco Volunteer during August 2026, our fleet currentlywill consistsconsist of 4344 drybulk vessels, including two Newcastlemax, 1718 Capesize, 15 Ultramax and 9 Supramax vessels, with an aggregate carrying capacity of approximately 4,935,0005,117,000 deadweight tons (“dwt”) and an average age of approximately 12.612.7 years.

Since 2021, we have executed this strategy by reducing our debt by $119.2 million cumulatively through MarchJune 31,30, 2026 while expanding our core major bulk and minor bulk segments. These actions have enabled us to further reduce our cash flow breakeven rate positioning us to pay sizeable quarterly dividends across various market environments.

In addition to the $54.8$73.6 million of cash on our balance sheet as of MarchJune 31,30, 2026, we had undrawn revolver availability of $350.0 million, bringing our total liquidity to $404.8$423.6 million.

Including the $0.35$0.80 dividend for the firstsecond quarter of 2026, we have declared 2728 consecutive quarterly dividends, which total $7.915$8.715 per share.

Based on the outcomes of MEPC’s 84th session, the earliest the IMO Net-Zero Framework willis not expected to enter into force remainsbefore mid-2028,2028, although continued lack of consensus or further revisions could further delay implementation.

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. The timing and final design of these measures remain uncertain but could result in increased compliance costs for dry bulkdrybulk vessels operating on conventional fuels.

The United Kingdom (“UK”) government has released its interim response onconfirmed the expansion of the UK EmissionEmissions Trading Scheme (“UK ETS”) to the maritime sector. The responseUK notesETS Authority has published its final response, which provides for the following:

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.Gabon. Liberia announced a carbon levy in early 2026 only to formally reverse its position several days later. While these recent schemes apply a relatively small price to emissions from ships that call these countries, thethey trendcontribute isto towardsincreasing regulatory fragmentation and complexity. This trendfragmentation may be exacerbated by the delay and uncertainty surrounding the IMO’s Net-Zero Framework. Continued lack of consensus at IMO may also encourage broader adoption of regional or national carbon pricing measures by other jurisdictions. 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 beingwill become more difficult to repeal if and whenonce the IMO Net-Zero Framework eventuallyenters does enterinto force, leadingpotentially towardsresulting in overlapping taxation.

Brazil began enforcingimplemented biofouling regulations from February 2026 designed to minimize the risk of ships introducing invasive aquatic species, requiring vessels to arrive with a “clean hull” orto riskcomply Portwith Statethe Controlregulations. (“PSC”)In fines,June detention,2026, orthe denialBrazilian Maritime Authority postponed the application of portpenalties entry.and sanctions for non-compliance until January 10, 2028, while confirming that the underlying biofouling requirements remain in force. 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.

At MEPC 83 in April 2025, the Committee formally agreed to develop a legally binding instrument for the control and management of ships’ biofouling. This decision reflects a shift to elevate biofouling management, currently governed by the voluntary 2023 Biofouling Guidelines to the samean enforceable statusregime ascomparable ballastto waterthe management.Ballast Water Management Convention. The development process is structured around a multi-year work plan. Technical drafting began at the Pollution Prevention and Response (“PPR”) 13 sub-committee meeting in February 2026. WhileAt MEPC 84 in April 2026, the exactCommittee legalagreed formthat isthe stillinstrument should be developed as a standalone legally binding instrument. The detailed requirements, implementation timeline, and entry into force remain under deliberation,development, although the IMO aimscurrently forexpects the final instrument to be adopted by 2029, with a likely entry into force around 2031 or 2032, depending on the speed of the subsequent ratification process.2032.

On April 16, 2026, we entered into an agreement to acquire a 2019-builtvessel that is to be renamed the Genco Volunteer, a 2019-built, 182,000 dwt scrubber-fitted Capesize vesselvessel, for a total purchase price of $65.0 million. The vessel is expected to be delivered during August 2026. As a result of the delay in the delivery of the vessel, the purchase price will be reduced by approximately $1.0 million representing $20,000 per day beginning June 15, 2026 through the date the vessel is ready for sale under the agreement. We paid the $6.5 million deposit on May 1, 2026 utilizing cash on handhand, andwhich this deposit will bewas held in an escrow account until we taketook delivery of the vessel. We expectdrew down $50.0 million on our $680 Million Revolver on July 15, 2026 to takefinance deliverythe remainder of the vessel during June 2026.purchase.

On February 24, 2026, we entered into agreements to sell the Genco Picardy and the Genco Predator, both 2005-built Supramax vessels, to a third party for $10.6 million each less a commission payable to a third party. The Genco Picardy wasand Genco Predator were delivered to itstheir third-party buyerbuyers on March 30, 2026.2026 The Genco Predator has been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2026. The Genco Predator was subsequently delivered to its third-party buyer onand April 15, 2026.2026, respectively.

Our major and minor bulk vessels have similar economic characteristicscharacteristics, 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.

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 six months ended MarchJune 31,30, 2026 and 2025 on a consolidated basis.

The following tables represent the operating data for the three and six months ended MarchJune 31,30, 2026 and 2025 on a consolidated basis.

The following table sets forth information about the most recent employment of the vessels in our fleet as of MayAugust 5,4, 2026:

Three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025

VOYAGE REVENUES- For the three months ended MarchJune 31,30, 2026, voyage revenues increased by $43.1$55.5 million, or 60.6%,68.5%, to $114.4$136.4 million as compared to $71.3$80.9 million for the three months ended MarchJune 31,30, 2025. The increase in voyage revenues was primarily due to higher rates earned by our major and minor bulk vessels, the operation of a larger fleet, as well as lessfewer drydocking days during the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025. During the firstsecond quarter of 2026, freight rates were softer as compared to the fourth quarter of 2025, however, stronger on a year-over-year basisbasis, reaching multi-year highs, led by strong iron oreore, bauxite and bauxitecoal trades.trades together with limited net fleet growth.

Various geopolitical factors continue to impact the macroeconomic environment as well as freight rates. These factors include tariffs and trade protectionism, the war in Iran, the war in Ukraine, and Houthi attacks on commercial vessels.vessels in the Middle East. Such attacks have reduced drybulk vessel transits through the Suez Canal, increasing vessel sailing distances and effectively reducing available vessel capacity. Government intervention to reduce commodity exports, such as a cap to bauxite shipments originating from Guinea, could reduce cargo volumes and negatively impact freight rates.

The average TCE rate of our overall fleet increased 62.8%78.1% to $19,346$24,273 a day during the firstsecond quarter of 2026 from $11,884$13,631 a day during the firstsecond quarter of 2025. The TCE for our major bulk vessels increased by 101.9%98.5% from $13,059$17,019 a day during the firstsecond quarter of 2025 to $26,360$33,784 a day during the firstsecond quarter of 2026. This increase was primarily a result of higher rates achieved by our Capesize vessels, and the purchase of two Newcastlemax vessels. The TCE for our minor bulk vessels increased by 31.5%45.2% from $11,158$11,727 a day during the firstsecond quarter of 2025 to $14,670$17,031 a day during the firstsecond quarter of 2026 primarily a result of higher rates achieved by our Ultramax and Supramax vessels.

TotalFleet ownership daysutilization increased marginally from 3,78098.3% during the firstsecond quarter of 2025 to 3,90398.6% during the first quarter of 2026 due to the delivery of the Genco Courageous during the fourth quarter of 2025 and the delivery of the Genco Stars and Stripes and Genco Valkyrie during the first quarter of 2026, partially offset by the sale of the Genco Picardy during the first quarter of 2026. Fleet utilization increased from 98.0% during the first quarter of 2025 to 99.2% during the firstsecond quarter of 2026. From AprilJuly 1, 2026 until December 31, 2026, we expect approximately 333255 days of offhire related to scheduled drydockings and special surveys. Refer to “Capital Expenditures” section below for further details.

Voyage expenses increased from $27.4$32.0 million during the three months ended MarchJune 31,30, 2025 to $36.3$44.1 million during the three months ended MarchJune 31,30, 2026. The increase was primarily due to higher overall port and agency fees for our major and minor bulk vessels, the operation of a larger fleet, ashigher wellbunker asconsumption and higher overall port and agency fees, partially offset by the operation of a higherlower number of third-party chartered-in vessels.

VESSEL OPERATING EXPENSES- Vessel operating expenses increased by $1.7$2.8 million from $24.9$23.7 million during the three months ended MarchJune 31,30, 2025 to $26.6$26.5 million during the three months ended MarchJune 31,30, 2026. This increase was primarily due to higher crew costs and insurance costs, as well as the operationtiming of athe largerpurchase fleet.of stores and spares.

Average daily vessel operating expenses (“DVOE”) for our fleet increased to $6,805$6,757 per vessel per day for the three months ended MarchJune 31,30, 2026 from $6,592$6,213 per vessel per day for the three months ended MarchJune 31,30, 2025. The increase in daily vessel operating expense was primarily due to higher crew costs partiallyand offsetinsurance bycosts, as well as the timing of the purchase of stores and spares. 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 Iran,Iran and related attacks on commercial vessels, the war in Ukraine, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela,East, among other potential macroeconomic events. The potential impact of these items are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result.

The DVOE budget for the secondthird quarter of 2026 is expected to be $6,750 per vessel per day on a fleet-wide basis. The potential impacts of various macroeconomic events, including but not limited to the war in Iran,Iran and related attacks on commercial vessels, the war in Ukraine, the Houthi conflict in the Red Sea, and other conflicts in the Middle East or Venezuela,East, among other potential macroeconomic events, 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 increaseddecreased by $3.8$1.6 million from $2.3$2.0 million during the three months ended MarchJune 31,30, 2025 to $6.1$0.4 million during the three months ended MarchJune 31,30, 2026. The increasedecrease was primarily due to ana increase in hire rates, as well as an increasedecrease in chartered-in days.

General and administrative expenses increased from $7.5$7.4 million during the three months ended MarchJune 31,30, 2025 to $8.1$7.9 million during the three months ended MarchJune 31,30, 2026. This increase was primarily due to higher nonvested stock amortization expense.

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 $0.8$1.1 million and $1.3$1.2 million during the three months ended MarchJune 31,30, 2026 and 2025, respectively, with the variance due to timing of expenses during the year.

DEPRECIATION AND AMORTIZATION- Depreciation and amortization expense increased by $3.3$4.3 million to $21.0$22.4 million during the three months ended MarchJune 31,30, 2026 as compared to $17.7$18.1 million during the three months ended MarchJune 31,30, 2025. This increase was primarily due to an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2025. Additionally, there was an increase in vessel depreciation expense for the Genco Courageous, which was delivered during the fourth quarter of 2025, and the Genco Stars and Stripes and the Genco Valkyrie, which were both delivered during the first quarter of 2026. Additionally, there was an increase in drydocking amortization expense for certain vessels that completed their respective drydockings during 2025.

IMPAIRMENT OF VESSEL ASSETS- During the three months ended MarchJune 31,30, 2026,2026 and 2025, we recorded $0.5$1.2 million and $0.7 million, respectively, 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 March 31, 2025. Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information.

During the three months ended MarchJune 31,30, 2026, we recorded a net gain on sale of vessels of $2.1$1.9 million related to the sale of the Genco PicardyPredator on MarchApril 30,15, 2026. Refer to Note 5 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for further information.

OTHER OPERATING EXPENSE- Other operating expense of $3.8$13.1 million recorded during the three months ended MarchJune 31,30, 2026 consists of costs for non-routine aspects of our 2026 Annual Meeting of Shareholders.Shareholders and costs associated with proposals to purchase our common stock.

Interest expense increased by $3.2 million from $2.5$2.6 million during the three months ended MarchJune 31,30, 2025 to $4.5$5.8 million during the three months ended MarchJune 31,30, 2026. Interest expense during the three months ended MarchJune 31,30, 2026 and 2025 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 firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025, partially offset by lower interest rates.

Interest income increased by $0.3$0.4 million from $0.4$0.2 million during the three months ended MarchJune 31,30, 2025 to $0.7$0.6 million during the three months ended MarchJune 31,30, 2026 primarily due to higher interest income earned on our cash and cash equivalents.

During the three months ended MarchJune 31,30, 2026 and 2025, net income (loss) attributable to noncontrolling interest was $0.3$0.1 million and ($0.04$0.01) million, respectively, which is associated with the net income (loss) attributable to the noncontrolling interest of GSSM.