SCHEDULE: OceanPal Director's Stake Dips to 6.32% Amid Share Dilution

Eleftherios Papatrifon, a director of OceanPal Inc., reported a decrease in his beneficial ownership percentage to 6.32% due to an increase in the company's outstanding common stock and changes in preferred stock conversion prices.

Summary

• Eleftherios Papatrifon, a director and Executive Committee member of OceanPal Inc., filed Amendment No. 13 to his Schedule 13D.
• The filing reports a decrease in his beneficial ownership percentage of OceanPal Inc. common stock to 6.32% as of July 31, 2025.
• This decrease is attributed to an increase in the Issuer's total outstanding common stock, which reached 137,400,215 shares, and a change in the conversion price of the Series C and Series D Preferred Stock.
• Papatrifon beneficially owns 9,276,688 shares, comprising 3,986,928 shares convertible from 915 shares of Series D Preferred Stock (2.71% of outstanding shares) and 5,289,760 shares convertible from 1,214 shares of Series C Preferred Stock (3.61% of outstanding shares).
• His acquisition of Series C Preferred Stock stemmed from vested awards under the Issuer's 2021 Equity Incentive Plan.
• Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. (where Papatrifon elected to receive preferred stock instead of common shares) and a purchase from Abra Marinvest Inc. on October 15, 2024.
• Both Series C and Series D Preferred Stock conversions are subject to a restriction preventing beneficial ownership from exceeding 49% of the total issued and outstanding common shares.

Sentiment

Score: 5

Explanation: The filing is a factual update on beneficial ownership, reporting a decrease in percentage stake due to dilution from company actions. It contains no explicit positive or negative operational news, maintaining a neutral sentiment.

Negatives

• The reporting person's percentage ownership of OceanPal Inc. common stock decreased to 6.32% due to dilution from an increase in the Issuer's outstanding common stock and changes in preferred stock conversion prices.

Future Outlook

The Reporting Person, Eleftherios Papatrifon, intends to hold his shares for investment purposes and may, at any time, acquire additional shares or dispose of any or all shares based on an ongoing evaluation of his investment, market conditions, and other factors. He also reserves the right to act in concert with other shareholders and recommend courses of action to the Issuer's management and Board of Directors.

Industry Context

This filing is a routine update on beneficial ownership, reflecting changes in a key insider's stake due to company-level share issuances. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• OceanPal Inc. purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., issuing Series D Preferred Stock as partial consideration. Eleftherios Papatrifon, as a common shareholder of Diana Shipping Inc., elected to receive Series D Preferred Stock in distributions from Diana Shipping Inc.
• Eleftherios Papatrifon purchased shares of Series D Preferred Stock from Abra Marinvest Inc. pursuant to a share purchase agreement dated October 15, 2024.

Stakeholder Impact

• Shareholders: The increase in outstanding common stock, which led to the dilution of the Reporting Person's percentage stake, implies a broader dilution for all existing common shareholders unless they participated in the new share issuances.

Next Steps

• Eleftherios Papatrifon may acquire additional shares of OceanPal Inc. common stock.
• Eleftherios Papatrifon may dispose of any or all of his currently owned shares.
• Eleftherios Papatrifon may act in concert with other shareholders for a common purpose.
• Eleftherios Papatrifon may recommend courses of action to OceanPal Inc.'s management, Board of Directors, and shareholders.

Key Dates

Keywords

OceanPal Inc., Eleftherios Papatrifon, Beneficial Ownership, Schedule 13D, Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Common Stock, Share Dilution, Corporate Governance, Investment, Diana Shipping Inc.