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TO THE SHAREHOLDERS OF PERFORMANCE SHIPPING INC.
Enclosed is a Notice of the Annual Meeting of Shareholders (the “Annual Meeting”) of Performance Shipping Inc. (the “Company”), which will be held at 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece, on
November 4, 2026 at 12:00 p.m. local time.
At the Annual Meeting, holders of shares of (i) the Company’s common stock par value $0.01 per share (the “Common Shares”) and (ii) the Company’s Series C Convertible Cumulative Redeemable Perpetual Preferred Stock par value $0.01 per share (the “Series C Preferred Shares”) will consider and vote upon the following proposals (the “Proposals”):
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To elect two Class I Directors to serve until the 2029 Annual General Meeting of Shareholders of the Company (“Proposal
One”);
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To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2026 (“Proposal Two”); and
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To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
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Only holders of record of our Common Shares and holders of record of our Series C Preferred Shares at the close of business on September 28, 2026
(the “Shareholders”) will be entitled to vote at the Annual Meeting. The Shareholders will vote as a single class at the Annual Meeting.
Provided that a quorum is present, adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Annual Meeting,
either in person or by proxy. Provided that a quorum is present, adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Annual Meeting, either in person or by proxy. One or more Shareholders representing at
least one third of the total voting rights of the Company present in person or by proxy at the Annual Meeting shall constitute a quorum for the purposes of the Annual Meeting. If less than a quorum is present, Shareholders representing a majority
of the voting rights present either in person or by proxy will have the power to adjourn the Annual Meeting until a quorum is present.
Consenting to electronic delivery of future proxy
materials. You can help us save significant printing and mailing expenses by consenting to access proxy materials, including the notice of the meeting, proxy statement and annual report electronically via
e-mail or the internet. You can choose this option by following the instructions at www.proxyvote.com. If you choose to receive your proxy materials and annual report electronically, then prior to next year’s shareholders’ meeting you will
receive notification when the proxy materials and annual report are available for online review over the internet, as well as instructions for voting electronically over the internet. Your choice for electronic distribution will remain in effect
for subsequent meetings unless you revoke such choice prior to future meetings by revoking your request online.
You are cordially invited to attend the Annual Meeting in person. If you attend the Annual Meeting, you may revoke your proxy and vote
your Common Shares or Series C Preferred Shares, as applicable, in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR COMMON SHARES AND SERIES C PREFERRED
SHARES, AS APPLICABLE, BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. ACCORDINGLY, IF YOU HAVE ELECTED TO RECEIVE YOUR PROXY MATERIALS BY MAIL, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE PROXY CARD TO BE MAILED TO YOU ON OR ABOUT OCTOBER 6, 2026, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. ANY SIGNED PROXY RETURNED WITHOUT DIRECTION AS TO ONE OR MORE PROPOSALS WILL BE VOTED, TO THE
EXTENT NO DIRECTION IS GIVEN, IN ACCORDANCE WITH THE BOARD’S RECOMMENDATION DESCRIBED IN THE PROXY STATEMENT. IF YOU RECEIVED YOUR PROXY MATERIALS OVER THE INTERNET,
PLEASE VOTE BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU WILL RECEIVE IN THE MAIL. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR
COOPERATION WILL BE APPRECIATED.
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Very truly yours,
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Andreas Michalopoulos
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Chief Executive Officer
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373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece
Tel: + (30) (216) 6002-400, Fax: + (30) (216) 6002-599
e-mail: ir@pshipping.com – www.pshipping.com
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PERFORMANCE SHIPPING INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 6 2026
NOTICE IS HEREBY given that the Annual Meeting (the “Annual
Meeting”) of the holders (the “Shareholders”) of shares of (i) the Company’s common stock par value $0.01 per share (the “Common Shares”) and (ii) the Company’s Series C Convertible Cumulative Redeemable Perpetual Preferred Stock par value $0.01 per share (the “Series C Preferred Shares”) of Performance Shipping Inc. (the “Company”) will be held on November
4, 2026 at 12:00 p.m. local time at 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece for the following purposes, which are more completely set forth in the accompanying Proxy Statement:
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To elect two Class I Directors to serve until the 2029 Annual General Meeting of Shareholders of the Company;
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To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2026; and
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To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
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The board of directors has fixed the close of business on September 28, 2026 as the record date for the determination of the shareholders
entitled to receive notice and to vote at the Annual Meeting or any adjournment thereof.
Only holders of record of our Common Shares and holders of record of our Series C Preferred Shares at the close of business on September
28, 2026 will be entitled to vote at the Annual Meeting. The holders of the Common Shares and the Series C Preferred Shares will vote as a single class at the Annual Meeting.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED
WITHOUT DIRECTION AS TO ONE OR MORE PROPOSALS WILL BE VOTED, TO THE EXTENT NO DIRECTION IS GIVEN, IN ACCORDANCE WITH THE BOARD’S RECOMMENDATION DESCRIBED IN THE PROXY STATEMENT.
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All Shareholders must present a form of personal official government-issued photo identification in order to be admitted to the Annual
Meeting. In addition, if your Common Shares or Series C Preferred Shares, as applicable, are held in the name of your broker, bank or other nominee and you wish to attend the Annual Meeting, you must bring an account statement or letter from the
broker, bank or other nominee indicating that you were the owner of the Common Shares or the Series C Preferred Shares, as applicable, on September 28, 2026.
If you attend the Annual Meeting, you may revoke your proxy and vote in person.
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BY ORDER OF THE BOARD OF DIRECTORS
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Andreas Michalopoulos
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Chief Executive Officer
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October 6, 2026
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Athens, Greece
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PERFORMANCE SHIPPING INC.
373 SYNGROU AVENUE
175 64 PALAIO FALIRO
ATHENS GREECE
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 4, 2026
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Performance Shipping Inc., a Marshall Islands corporation (the “Company”), for use at the Annual Meeting of holders (the “Shareholders”) of (i) shares of common stock par value $0.01 per share (the “Common Shares”)
and (ii) Series C Convertible Cumulative Redeemable Perpetual Preferred Stock par value $0.01 per share of the Company (the “Series C Preferred Shares”) of the
Company to be held at 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece on November 4, 2026 at 12:00 p.m. local time in Athens, or at any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are expected to be mailed to the Shareholders
of the Company entitled to vote at the Annual Meeting on or about October 6, 2026.
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VOTING RIGHTS AND OUTSTANDING SHARES
The Board has fixed the close of business on September 28, 2026 as the record date (the “Record Date”) for the determination of the shareholders entitled to receive notice and to vote at the Annual Meeting or any adjournment thereof. The Company has issued and outstanding 12,432,158 Common
Shares and 1,423,912 Series C Preferred Shares. Each holder of record of Common Shares on the Record Date at the close of business is entitled to one (1) vote for each Common Share held. Each holder of record of Series C Preferred Shares on the
Record Date is entitled to a number of votes equal to the number of Common Shares into which such holder’s Series C Preferred Shares would then be convertible, multiplied by 10, or approximately 185 votes for each Series C Preferred Share. The
Shareholders shall vote on each of the Proposals as a single class. One or more Shareholders representing at least one-third of the total voting rights of the Company present in person or by proxy at the Annual Meeting shall constitute a quorum for
the purposes of the Annual Meeting. The Common Shares and the Series C Preferred Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is
received by the Company prior to the close of voting at the Annual Meeting or any adjournment or postponement thereof. Any signed proxies returned without direction as to one or more proposals will be voted, to the extent no direction is given, in
accordance with the Board’s recommendation described in the proxy statement.
In the event that a quorum is not present at the Annual Meeting or, even if a quorum is so present, in the event that sufficient votes in
favor of the positions recommended by the Board on the Proposals described in this Proxy Statement are not timely received, Shareholders representing a majority of the voting rights present either in person or by proxy will have the power to
adjourn the Annual Meeting. If the Annual Meeting is adjourned for reasons other than a lack of quorum, no further notice of the adjourned Annual Meeting will be required other than announcement at the Annual Meeting in order to permit further
solicitation of proxies.
The Common Shares are listed on the NASDAQ Capital Market under the symbol “PSHG.”
REVOCABILITY OF PROXIES
A Shareholder giving a proxy may revoke it at any time before it is exercised. If you do not hold your shares through an account with a
brokerage firm, bank or other nominee, a proxy may be revoked by filing with the Secretary of the Company at the Company’s registered office, 373 Syngrou Avenue, 175
64 Palaio Faliro, Athens, Greece, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. If you hold Common Shares or Series C Preferred Shares, as applicable, in
street name, through a brokerage firm, bank or other nominee, please contact the brokerage firm, bank or other nominee to revoke your proxy.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Following the Annual Meeting, the Board will be comprised of five members, divided into three classes. As provided in
the Company’s Amended and Restated Articles of Incorporation, each class of directors serves for a three-year term and until their successors are elected and have qualified. Accordingly, the Board has nominated Andreas
Michalopoulos and Loïsa Ranunkel, each as a Class I director, for re-election as directors whose term would expire at the Company’s 2029 annual meeting.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the
enclosed proxy intend to vote the shares authorized thereby FOR the election of the following two nominees. It is expected that each of these nominees will be able to serve, but if before the election it develops that any of the nominees is
unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee or nominees as the current Board may recommend.
Nominees for Election to the Company’s Board
Information concerning the nominees for directors of the Company is set forth below:
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Name
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Age
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Position
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Andreas Michalopoulos
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55
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Class I Director
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Loïsa Ranunkel
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49
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Class I Director
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Andreas Michalopoulos has served as the Chief Executive Officer of Performance Shipping Inc. since October
2020 and as a director since February 2020. From October 2019 to October 2020, he served as our Deputy Chief Executive Officer. From January 13, 2010, to October
2020, he also served as our Chief Financial Officer. Andreas Michalopoulos served as Chief Financial Officer and Treasurer of Diana Shipping Inc. from March 2006 to February 2020, and he also served as a director of Diana Shipping Inc. from
August 2018 to February 2020. He started his career in 1993 when he joined Merrill Lynch Private Banking in Paris. In 1995, he became an International Corporate Auditor with Nestle SA based in Vevey, Switzerland and moved in 1998 to the
position of Trade Marketing and Merchandising Manager. From 2000 to 2002, he worked for McKinsey and Company in Paris, France as an Associate Generalist Consultant before joining a major Greek Pharmaceutical Group with U.S. R&D
activity as a Vice President of International Business Development and Member of the Executive Committee in 2002 where he remained until 2005. From 2005 to 2006, he joined Diana Shipping Agencies S.A. as a Project Manager. Andreas Michalopoulos
graduated from Paris IX Dauphine University with Honors in 1993 obtaining an MSc in Economics and a master’s degree in management sciences specialized in Finance. In 1995, he also obtained a master’s degree in business administration from
Imperial College, University of London. Andreas Michalopoulos is married to Aliki Paliou, who is also one of our directors and current Chairperson of our Board.
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Loïsa Ranunkel has served as an independent director of the Company and as the Chairman of our Compensation Committee since the 2022
annual meeting of Shareholders. She is an experienced insurance broker specializing in Trade Credit and Political Risks. Since 2018, she has been involved in overseeing the creation and the development of the Political Risks Insurance (“PRI”) department at AU Group in Paris, a historical and world-leading broker specializing in securing and financing trade receivables. From 2014 to 2018, she worked as
a certified Political and Trade Credit Risks Insurance Broker in Greece with clients based in Greece and abroad, focusing on the construction industry, defense industry, renewable energies, and shipbuilding. Loïsa Ranunkel began her career in the
PRI market in 2006, when she was appointed manager of the Alcatel-Lucent global Political and Commercial Risks program. Before entering the PRI market, she worked at HSBC Investment Bank as an information and communication expert and spent six
years as a business development officer at Egis Group - BDPA, a consulting firm specializing in international development assistance. Loïsa Ranunkel holds an MBA from the IAE - Paris Sorbonne.
Audit Committee. The Company’s Board has established an Audit Committee, composed of two independent members of its board of directors, who are responsible for reviewing the Company’s accounting controls, recommending to the Board the
engagement of its external auditors and pre-approving audit and audit-related services and fees. As directed by its written charter, the Audit Committee is responsible for reviewing all related party transactions for potential conflicts of
interest and all related party transactions are subject to the approval of the Audit Committee. Alex Papageorgiou serves as the Chairperson of the Audit Committee and Mihalis Boutaris serves as a member. The Company believes that Mr. Papageorgiou
qualifies as an “audit committee financial expert,” as such term is defined under Securities and Exchange Commission rules.
Corporate Governance Practices. As the Company is a foreign private issuer, it is exempt from the Nasdaq corporate governance rules, other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing
agreement, notification to Nasdaq of non-compliance with Nasdaq corporate governance practices, and the establishment of an audit committee satisfying Nasdaq Listing Rule 5605(c)(3) and ensuring that such audit committee’s members meet the
independence requirement of Listing Rule 5605(c)(2)(A)(ii).
Required Vote. Directors will be elected on a plurality basis, as provided under the Company’s Amended and Restated Articles of Incorporation. This means that the director nominee receiving the greatest number of votes cast “FOR”
their election will be elected.
Effect of Abstentions and Broker
Non-Votes. Abstentions, “WITHHOLD” votes and any broker non-votes will be counted for purposes of determining whether there is a quorum at the Annual Meeting for this vote but will have no effect on the
outcome of the vote other than resulting in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTORS.
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PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board is submitting for ratification at the Annual Meeting the appointment of Ernst & Young (Hellas) Certified Auditors
Accountants S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2026.
Ernst & Young (Hellas) Certified Auditors Accountants S.A. has advised the Company that the firm does not have any direct or indirect
financial interest in the Company, nor has such firm had any such interest in connection with the Company during the past three fiscal years other than in its capacity as the Company’s independent auditors.
All services rendered by the independent auditors are subject to review by the Audit Committee.
Required Vote.
Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast at the Annual Meeting, either in person or by proxy.
Effect of Abstentions and Broker Non-Votes. Abstentions and broker “non-votes” will not affect the vote on Proposal Two.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS
S.A. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
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SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by mail, but Shareholders may
be solicited by telephone, e-mail, or personal contact.
OTHER MATTERS
No other matters are expected to be presented for action at the Annual Meeting. Should any additional matter come before the Annual
Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.
REPORTS TO SHAREHOLDERS
The Company’s latest annual report to shareholders (the “Annual Report”)
and this Proxy Statement are available on the Company’s website at www.pshipping.com. Upon request, and without charge, the Company will furnish each person to whom this Proxy
Statement is delivered with a copy of the Company’s Annual Report. To request a copy, please call Performance Shipping Inc. at +30-216-600-2400, email Performance Shipping Inc. Investor Relations at ir@pshipping.com, or write to Performance Shipping Inc., 373 Syngrou Avenue, 175 64 Palaio Faliro, Athens, Greece.
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By Order of the Board of Directors
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Andreas Michalopoulos
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Chief Executive Officer
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October 6, 2026
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Athens, Greece
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