Diana Shipping has instigated the pro-rata distribution of warrants

The warrants will be distributed pro-rata to holders of the company’s common stock. Holders will receive one warrant for every five shares of issued and outstanding shares of common stock held as of the record date (rounded down to the nearest whole number for any fractional warrant). Each warrant will entitle the holder to purchase, at the holder’s sole and exclusive election, at the exercise price, one share of common stock plus, to the extent described below, the bonus share fraction. A bonus share fraction entitles a holder to receive an additional 0.5 of a share of common stock for each warrant exercised (the bonus share fraction) without payment of any additional exercise price.

Mrs. Semiramis Paliou, Director and Chief Executive Officer of the company, stated: “We are pleased to announce this distribution of warrants pro-rata to all our shareholders. The warrants may raise new equity capital for general corporate purposes without causing dilution to any of our shareholders, large or small. This distribution illustrates our proactive management of our capital structure to uphold our robust balance sheet.”

The right to receive the bonus share fraction will expire at 5:00 p.m. New York City time (the bonus share expiration date) upon the earlier of (i) the date specified by the company upon not less than 20 business days’ notice and (ii) the first business day following the last day of the first 30 consecutive trading day period in which the daily VWAP of the shares of common stock has been at least equal to the then applicable trigger price for at least 20 trading days (whether or not consecutive) (the bonus price condition). Any warrant exercised with an exercise date after the bonus share expiration date will not be entitled to any bonus share fraction. The company will make a public announcement of the bonus share expiration date (i) at least 20 business days prior to such date, in the case of the company setting a bonus share expiration date and (ii) prior to market open on the bonus share expiration date in the case of a bonus price condition.

The distribution of the warrants has not been registered under the Securities Act because the issuance of a dividend in the form of a warrant or as an adjustment to an outstanding equity-based incentive award for no consideration is not a sale or disposition of a security or interest in a security for value pursuant to Section 2(a)(3) of the Securities Act. The Company will file a prospectus supplement, under its existing shelf registration statement, registering the shares of common stock underlying the Warrants.

Diana Shipping will distribute the warrants on or about 14 December 2023, to holders as of the record date. The warrants are expected to trade on the New York Stock Exchange.

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