Policies and Procedures to Detect and Prevent
Insider Trading
DIANA SHIPPING INC.
FOURTH AMENDED AND RESTATED
POLICIES AND PROCEDURES TO DETECT AND
PREVENT INSIDER TRADING
REVISED AS OF NOVEMBER 20,
 
2024
GENERAL
The Securities
 
Exchange Act
 
of 1934
 
prohibits the
 
misuse of
 
material, non-public
 
information. In
order
 
to
 
avoid
 
even
 
the
 
appearance
 
of
 
impropriety,
 
the
 
Company
 
has
 
instituted
 
procedures
 
to
prevent the misuse of non-public information.
Although "insider trading"
 
is not
 
defined in the
 
securities laws, it
 
is generally thought
 
to be
 
described
as trading
 
either personally
 
or on
 
behalf of
 
others on
 
the basis
 
of material
 
non-public information
or communicating material non-public information to others
 
in violation of the law.
This policy (the "Policy")
 
will be administered and
 
supervised by the Company’s
 
Chief Accounting
Officer. Please
 
pay special attention to the "Blackout"
 
and "Trading Window" policies
 
discussed in
this memorandum.
WHOM DOES THE POLICY COVER?
The Policy
 
covers all
 
of the
 
Company’s officers,
 
directors and
 
employees ("insiders"),
 
as well
 
as
any transactions in any Company securities (“securities”) participated in by family members, trusts
or
 
corporations
 
directly
 
or
 
indirectly
 
controlled
 
by
 
insiders.
 
In
 
addition,
 
the
 
Policy
 
applies
 
to
transactions engaged in by
 
corporations in which the
 
insider is an
 
officer, director or 10% or greater
stockholder and a partnership
 
of which the insider
 
is a partner,
 
unless the insider
 
has no direct or
indirect control over the partnership.
The Company forbids
 
any insider from
 
trading, either
 
for his or
 
her personal account
 
or on behalf
of others, while
 
in possession
 
of material
 
non-public information,
 
or communicating
 
material non-
public information
 
to others
 
in violation
 
of the
 
law.
 
This prohibited
 
conduct is
 
often referred
 
to as
"insider trading".
●
 
The
 
Policy
 
extends
 
to
 
each
 
insider’s
 
activities
 
within
 
and
 
outside
 
his/her
 
duties
 
at
 
the
Company. Each
 
insider must read and retain this statement.
●
 
Failure
 
to
 
comply
 
with
 
the
 
Policy
 
may
 
cause
 
an
 
employee
 
to
 
be
 
subject
 
to
 
disciplinary
action.
WHAT IS INSIDER TRADING?
The term "insider trading" generally
 
is used to refer to trading while
 
in possession of material non-
public information
 
(whether or
 
not one
 
is an
 
"insider") and/or
 
to communications
 
of material
 
non-
public information to
 
others. The law
 
in this area
 
is generally understood
 
to prohibit, among
 
other
things:
●
 
trading by an insider while in possession of material non
 
-public information;
●
 
trading by a non-insider
 
while in possession of
 
material non-public information,
 
where the
information either was disclosed
 
to the non-insider in violation
 
of an insider’s duty to keep
it confidential or the information was misappropriated;
●
 
trading while
 
in possession
 
of material
 
non-public
 
information
 
concerning
 
a tender
 
offer;
and
●
 
wrongfully communicating, or "tipping", material
 
non-public information to others or making
any
 
recommendations
 
or
 
expressing
 
opinions
 
on
 
the
 
basis
 
of
 
material
 
non-public
information
 
as
 
to
 
trading
 
in
 
Company
 
securities
 
unless
 
such
 
disclosure
 
is
 
made
 
in
accordance
 
with
 
Company
 
policies
 
regarding
 
the
 
protection
 
or
 
authorized
 
external
disclosure of
 
information. This
 
prohibition applies
 
whether or
 
not the
 
insider receives
 
any
benefit from the use of that information by the other person
 
or entity.
THE INSIDER CONCEPT
As a general guide for our directors, officers and employees,
 
components of what amounts to
"insider trading" are described below:
Who is an insider?
The
 
concept
 
of
 
"insider"
 
is
 
broad.
 
It
 
includes
 
officers,
 
directors,
 
trustees,
 
and
 
employees
 
of
 
a
company.
 
In
 
addition,
 
a
 
person
 
can
 
be
 
a
 
"temporary
 
insider"
 
if
 
he
 
or
 
she
 
enters
 
into
 
a
 
special
confidential relationship
 
in the
 
conduct of
 
a company’s
 
affairs
 
and as
 
a result
 
is given
 
access to
information solely for
 
the company’s
 
purposes. A
 
temporary insider
 
can include,
 
among others,
 
a
company’s attorneys, accountants, consultants, bank lending officers, and the employees of those
organizations.
What information is material?
Trading on information that
 
is "material" is
 
prohibited. Information generally is
 
considered "material"
if:
●
 
there is a substantial
 
likelihood that a
 
reasonable investor
 
would consider the
 
information
important in making an investment decision, or
●
 
the
 
information
 
is
 
reasonably
 
certain
 
to
 
have
 
a
 
substantial
 
effect
 
on
 
the
 
price
 
of
 
the
Company’s securities.
Information that should be considered material includes: dividend changes, earnings
 
estimates not
previously disseminated,
 
material changes
 
in previously
 
-released earnings
 
estimates,
 
significant
merger
 
or
 
acquisition
 
proposals
 
or
 
agreements,
 
major
 
litigation,
 
liquidity
 
problems,
 
and
extraordinary management developments.
What information is non-public?
Information
 
is
 
non-public
 
until
 
it
 
has
 
been
 
effectively
 
communicated
 
to
 
the
 
market
 
place.
 
For
example, information
 
found
 
in a
 
report filed
 
with
 
the U.S.
 
Securities
 
and
 
Exchange
 
Commission
(the
 
“SEC”),
 
or
 
appearing
 
in
 
Dow
 
Jones,
 
Reuters,
 
The
 
Wall
 
Street
 
Journal,
 
on
 
Bloomberg
 
or
 
in
other publications of
 
general circulation ordinarily would
 
be considered public.
 
In addition, in
 
certain
circumstances, information disseminated to certain
 
segments of the investment community
 
may be
deemed
 
"public",
 
for
 
example,
 
research
 
communicated
 
through
 
institutional
 
information
dissemination services such as First Call. (However, the fact that research has been disseminated
through such a service
 
does not automatically
 
mean that it is
 
public.) Remember,
 
it takes time for
information
 
to
 
become
 
public.
 
The
 
amount
 
of
 
time
 
since
 
the
 
information
 
was
 
first
 
disseminated
ordinarily is a factor regarding whether the information
 
is considered "public".
PENALTIES FOR INSIDER TRADING
Penalties
 
for
 
insider
 
trading
 
are
 
severe
 
both
 
for
 
the
 
individuals
 
involved
 
as
 
well
 
as
 
for
 
their
employers. A person
 
can be subject
 
to some or
 
all of the penalties
 
listed below,
 
even if he or
 
she
does not personally benefit from the violation. Penalties
 
may include:
●
 
Jail sentences;
●
 
Civil injunctions;
●
 
Civil treble (3x) damages;
●
 
Disgorgement of profits;
●
 
Criminal
 
fines
 
of
 
up
 
to
 
three
 
times
 
the
 
profit
 
gained
 
or
 
loss
 
avoided, whether
 
or
 
not
 
the
person actually benefited; and
●
 
Fines for the
 
employers or other
 
controlling person of
 
up to the
 
greater of $1
 
million or three
times the amount of the profit gained or loss avoided.
Clearly, it is in the Company’s and
 
your best interests for the
 
Company to put into
 
place procedures
to prevent improper trading by its insiders.
PROCEDURES TO PREVENT INSIDER TRADING
The following procedures have been established to aid
 
in the prevention of insider trading. Every
insider must follow these procedures or risk sanctions,
 
including: dismissal, substantial personal
liability and criminal penalties.
Questions to Ask
Prior
 
to
 
trading
 
in
 
the
 
Company’s
 
securities,
 
and
 
if
 
you
 
think
 
you
 
may
 
have
 
material
 
non-public
information, ask yourself the following questions:
●
 
Is the information material?
 
- Is this information
 
that an investor
 
would consider important
in making
 
an investment
 
decision? Would
 
you take
 
it into
 
account in
 
deciding whether
 
to
buy or
 
sell? Is
 
this information that
 
would affect the
 
market price
 
of the
 
securities if generally
disclosed?
●
 
Is the information
 
non-public -
 
To
 
whom has
 
this information
 
been provided?
 
Has it been
effectively communicated to the marketplace? Has
 
enough time gone by?
Action Required
If you are at all uncertain as to whether any information you have is "inside information", you must:
●
 
Immediately report the matter to the Chief Accounting Officer;
●
 
Refrain from purchasing or selling the securities;
 
and
●
 
Not communicate the information inside or outside the
 
Company.
After the employee
 
and the Chief
 
Accounting Officer
 
have reviewed
 
the issue
 
and consulted with
outside counsel to
 
the extent appropriate,
 
the insider
 
will be instructed
 
as to whether
 
he/she may
trade and/or communicate that information.
Blackout Policy and Trading
 
Window
To assure compliance with the Policy and applicable securities laws, the Company requires that all
insiders
 
refrain
 
from
 
conducting
 
transactions
 
involving
 
the
 
purchase
 
or
 
sale
 
of
 
the
 
Company's
 
 
 
 
 
securities other than during
 
the period commencing at
 
the open of the
 
New York
 
Stock Exchange
trading market on
 
the second business
 
day following the
 
date of public
 
disclosure of the
 
financial
results for
 
a particular
 
fiscal quarter
 
or year
 
and continuing
 
until the
 
close of
 
the New
 
York
 
Stock
Exchange on the fourteenth
 
(14
th
) day
 
after the
 
last day of
 
the current fiscal
 
quarter (the "Trading
Window").
 
In addition,
 
from
 
time to
 
time material
 
non-public
 
information
 
regarding
 
the Company
may be pending. While
 
such information is pending, the
 
Company may impose a
 
special "blackout"
period during which the same prohibitions and recommendations
 
shall apply.
Remember:
 
Even
 
during
 
the
 
Trading
 
Window,
 
any
 
person
 
possessing
 
material
 
non-public
information
 
concerning
 
the
 
Company,
 
should
 
not
 
engage
 
in
 
any
 
transactions
 
in
 
the
 
Company's
securities until such information has been made public and
 
absorbed by the market.
Trading According to a Pre-established Plan (10b5
 
-1)
The
 
SEC
 
has
 
adopted
 
Rule
 
10b5-1,
 
as
 
amended,
 
under
 
which
 
insider
 
trading
 
liability
 
can
 
be
avoided
 
if
 
insiders
 
follow
 
very
 
specific
 
procedures.
 
In
 
general,
 
such
 
procedures
 
involve
 
trading
according
 
to
 
pre-established
 
instructions,
 
plans
 
or
 
programs
 
(a
 
“10b5-1
 
Plan”)
 
after
 
a
 
required
“cooling off” period described below.
 
10b5-1 Plans must:
●
Be documented
 
by a
 
contract,
 
written plan,
 
or formal
 
instruction which
 
provides that
 
the
trade
 
take
 
place
 
in
 
the
 
future:
 
For
 
example,
 
an
 
insider
 
can
 
contract
 
to
 
sell
 
his
 
or
 
her
securities on a specific date, or simply
 
delegate such decisions to an investment manager,
401(k) plan administrator or
 
similar third party. This documentation must be
 
provided to the
Company’s Chief Financial Officer and Corporate
 
Secretary;
●
Include
 
in
 
its
 
documentation
 
the
 
specific
 
amount,
 
price
 
and
 
timing
 
of
 
the
 
trade,
 
or
 
the
formula for determining the
 
amount, price and timing
. For example, the insider
 
can buy or
sell securities
 
in a
 
specific amount
 
and on
 
a specific
 
date each
 
month, or
 
according to
 
a
pre-established percentage (of
 
the insider’s salary,
 
for example) each
 
time that the
 
share
price falls or rises to
 
pre-established levels. In the case where
 
trading decisions have been
delegated (i.e., to
 
a third party
 
broker or money
 
manager), the specific
 
amount, price and
timing need not be provided;
●
Be
 
implemented
 
at
 
a
 
time
 
when
 
the
 
insider
 
does not possess
 
material
 
non-public
information.
 
As a
 
practical
 
matter,
 
for restricted
 
insiders
 
this means
 
that
 
the insider
 
may
set up 10b5-1
 
Plans, or delegate
 
trading discretion, only during
 
an open Trading
 
Window
and outside a “blackout” period (discussed
 
above), assuming the restricted insider is not
 
in
possession of material non-public information;
●
Remain beyond
 
the scope
 
of the
 
insider’s influence
 
after implementation
. In general,
 
the
insider must allow
 
the 10b5-1 Plan
 
to be executed
 
without changes to
 
the accompanying
instructions,
 
and
 
the
 
insider
 
cannot
 
later
 
execute
 
a
 
hedge
 
transaction
 
that
 
modifies
 
the
effect of the 10b5-1
 
Plan. Insiders should be
 
aware that the termination
 
or modification of
a 10b5-1 Plan after trades have been undertaken under such plan could negate the 10b5-
1
 
affirmative
 
defense
 
afforded
 
by
 
such
 
program
 
for
 
all
 
such
 
prior
 
trades.
 
As
 
such,
termination or modification of a 10b-5
 
Plan should only be undertaken in consultation
 
with
your legal counsel.
 
If the insider
 
has delegated decision
 
-making authority
 
to a third
 
party,
the insider
 
cannot subsequently
 
influence the
 
third party
 
in any
 
way and
 
such third
 
party
must not possess material non-public information at the time of
 
any of the trades;
●
Be subject to
 
a “cooling off” period.
 
Rule 10b5-1 contains a
 
“cooling-off period” for directors
and officers that prohibit such insiders from trading in a
 
10b5-1 Plan until the later of (i) 90
days following
 
the plan’s
 
adoption or
 
modification
 
or (ii)
 
two business
 
days following
 
the
Company’s disclosure
 
(via a report
 
filed with the
 
SEC) of its
 
financial results for
 
the fiscal
quarter in which the plan was adopted or modified; and
●
Contain Insider
 
certifications.
 
Directors and
 
officers are
 
required to
 
include a
 
certification
in their 10b5-1 Plans to certify
 
that at the time the plan
 
is adopted or modified: (i) they
 
are
not aware
 
of material
 
non-public information
 
about the
 
Company or
 
its securities
 
and (ii)
they are
 
adopting
 
the
 
10b5-1
 
Plan in
 
good faith
 
and
 
not
 
as part
 
of
 
a plan
 
or scheme
 
to
evade the anti-fraud provisions of the U.S. Securities Exchange
 
Act of 1934.
In addition, insiders are
 
prohibited from having multiple overlapping
 
10b5-1 Plans or more
 
than one
plan in
 
any given
 
year and
 
a modification
 
relating to
 
amount, price
 
and timing
 
of trades
 
under a
10b5-1 Plan is
 
deemed a plan
 
termination and the
 
adoption of a
 
new 10b5-1 Plan
 
which requires
a new cooling off period.
Pre-Clearance of Trades
 
and 10b5-1 Plans
All
 
insiders
 
must
 
refrain
 
from
 
trading
 
in
 
Company
 
securities,
 
even
 
during
 
the
 
Trading
 
Window,
without
 
first
 
complying
 
with
 
the
 
Company's
 
"pre-clearance"
 
process.
 
Each
 
such
 
person
 
should
contact
 
the
 
Company's
 
Chief
 
Accounting
 
Officer
 
prior
 
to
 
commencing
 
any
 
trade.
 
The
 
Chief
Accounting
 
Officer
 
will
 
consult
 
as
 
necessary
 
with
 
senior
 
management
 
and/or
 
counsel
 
to
 
the
Company before clearing any proposed trade.
Each
 
insider
 
is
 
solely
 
responsible
 
for
 
compliance
 
with
 
all
 
applicable
 
securities
 
laws,
 
rules
 
and
regulations related to
 
any trading of
 
Company securities by such
 
insider, including without limitation
the timely filing
 
of any and
 
all forms, schedules
 
and other filings
 
required by Rule
 
144 of the
 
U.S.
Securities
 
Act
 
of
 
1933,
 
as
 
amended,
 
Sections
 
13
 
and
 
16,
 
as
 
applicable,
 
of
 
the
 
U.S.
 
Securities
Exchange Act
 
of 1934,
 
as amended,
 
and any
 
other applicable
 
securities laws.
 
The clearance
 
of
any
 
proposed
 
trade
 
may,
 
at
 
the
 
discretion
 
of
 
the
 
Company,
 
be
 
conditioned
 
on
 
the
 
Company’s
review and reasonable satisfaction with such filings or other compliance
 
requirements.
 
Additionally, Rule 10b5-1 Plans and any
 
amendments thereto must be
 
approved by the Company’s
Chief
 
Financial
 
Officer
 
or
 
Corporate
 
Secretary
 
and
 
meet
 
the
 
requirements
 
of
 
Rule
 
10b5-1
guidelines
 
detailed
 
in
 
this
 
Policy.
 
Any
 
Rule
 
10b5-1
 
Plan
 
must
 
be
 
submitted
 
for
 
approval
 
five
business days prior to the entry into the Rule 10b5-1 Plan.
 
QUESTIONS OR CONCERNS
Any questions
 
or concerns regarding
 
the Company’s Policies
 
and Procedures to
 
detect and prevent
insider trading should be directed to the Chief Accounting Officer, or, if such questions or concerns
involve the Chief Accounting Officer,
 
to the Chief Financial Officer.
 
The Chief Accounting Officer’s
personal trading activity will be reviewed by the Chief Financial
 
Officer.