Item 4 — Purpose of Transaction
Item 4 of the Current Schedule 13D is hereby amended and supplemented to add the following: On November 24, 2025, the Reporting Person submitted a non-binding proposal (the "Proposal") to the board of directors of the Issuer to acquire all of the issued and outstanding Shares not already owned by the Reporting Person for a cash consideration of US$20.60 per share (the "Proposed Transaction"). The proposed price represents: - a 15% premium to the closing price of the Shares on November 21, 2025; - a 21% premium to the closing price of the Shares on July 17, 2025, the date of the initial disclosure of the Reporting Person's ownership of Shares; and - a 23% premium to the volume-weighted average price of the Shares for each of the 30-day and 90-day periods ending November 21, 2025; In addition, Diana's offer is in-line with the 10-year high price for the Shares. The Proposal would allow the Issuer's shareholders to receive immediate value in cash at a premium to the historical trading price for the Shares without being subject to market or industry risk. A copy of the Proposal is attached as Exhibit C to this Amendment and incorporated herein by reference. The Reporting Person has engaged DNB Bank and Nordea to lead the financing for the Proposed Transaction and is confident in its ability to secure a total of $1,102,000,000 in debt financing to pay in full the purchase price for the Shares that the Reporting Person does not own, to refinance the Issuer's existing outstanding indebtedness and to pay transaction fees and expenses. In that connection, DNB Bank and Nordea have delivered to the Reporting Person a letter expressing their high confidence that the structuring and syndication of such debt financing can be accomplished by them. Based on its knowledge of the shipping industry, the Reporting Person does not believe that there will be any regulatory impediment to the Proposed Transaction. The Proposed Transaction would not be subject to any financing condition or approval of the Reporting Person's shareholders. The Proposal is non-binding, and no agreement, arrangement or understanding between the Reporting Person and the Issuer relating to the Proposal, the Proposed Transaction, or any other transaction currently exists or will be created until such time as a definitive agreement has been executed and delivered. The Reporting Person may at any time amend, pursue, or choose not to pursue the Proposed Transaction; change the terms of the Proposal, including the price or the conditions of the Proposed Transaction; or take action to facilitate or increase the likelihood of consummation of the Proposed Transaction. The Proposed Transaction would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including an extraordinary corporate transaction involving the Issuer, a change in the present board of directors or management of the Issuer, the termination of the registration of the Shares under the Securities Act of 1934 and the delisting of a class of securities of the Issuer from the New York Stock Exchange. The Reporting Person may, at any time and from time to time, formulate other plans or proposals regarding the Issuer and the Shares, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. In connection with the submission of the Proposal to the Issuer, the Reporting Person issued the Press Release attached as Exhibit D to this Amendment, which is incorporated herein by reference.