SCHEDULE: OceanPal Director's Stake Shifts to 6.09% After PIPE & Conversions

Eleftherios Papatrifon's beneficial ownership in OceanPal Inc. decreased to 6.09% following a PIPE transaction, preferred stock conversion price adjustments, and new share issuances.

Summary

• Reporting Person Eleftherios Papatrifon's beneficial ownership in OceanPal Inc. decreased to 6.09% of outstanding common stock.
• This change is primarily due to an increase in the conversion price of Series C and Series D Preferred Stock and the issuance of additional common stock in the Company's PIPE transaction.
• The decrease was partially offset by the vesting of the Reporting Person's Series C Preferred Stock and the issuance of 470,588 common shares to the Reporting Person in the PIPE transaction.
• As of October 28, 2025, the Reporting Person beneficially owns 1,986,919 shares.
• Total outstanding shares of OceanPal Inc. as of October 28, 2025, were 31,121,477.
• The beneficial ownership comprises 426,635 shares convertible from Series D Preferred Stock (1.42%), 1,053,696 shares convertible from Series C Preferred Stock (3.23%), and 470,588 directly held common shares (1.44%).

Sentiment

Score: 4

Explanation: The filing reports a decrease in beneficial ownership percentage for a key insider, driven by dilution from a PIPE transaction and increased conversion prices, which are generally negative. However, the insider also received shares in the PIPE and has vested preferred stock, indicating continued involvement and investment. The Shareholder Covenant also adds a restriction.

Positives

• All Series C Convertible Preferred Shares owned by the Reporting Person have vested, making them convertible at the Reporting Person's option.
• The Reporting Person received 470,588 shares of common stock in conjunction with the Issuer's PIPE transaction, indicating continued investment and participation.

Negatives

• The percentage ownership of the Reporting Person decreased to 6.09% from a previously higher, though unspecified, percentage.
• The increase in conversion price for Series C and Series D Preferred Stock reduces the number of common shares convertible from preferred stock.
• A Shareholder Covenant restricts the Reporting Person from converting or transferring Series C or D Preferred Stock without the Issuer's prior written consent.

Risks

• The Reporting Person's ability to convert Series C and Series D Preferred Stock is subject to ownership restrictions, preventing beneficial ownership exceeding 49% of total outstanding shares.
• The Shareholder Covenant restricts the Reporting Person's ability to convert or transfer Series C or D Preferred Stock without the Issuer's prior written consent, potentially limiting liquidity or strategic flexibility.

Future Outlook

The Reporting Person, as a director and executive committee member, intends to continue evaluating their investment, potentially acquiring or disposing of additional shares based on market conditions and other factors. They also reserve the right to act in concert with other shareholders and recommend courses of action to management and the board to increase shareholder value.

Management Comments

• The Reporting Person is a member of the Board of Directors and a member of the Executive Committee of the Issuer and may have influence over the corporate activities of the Issuer.
• The Reporting Person acquired the Shares... solely for investment purposes.
• The Reporting Person, at any time and from time to time, may acquire additional Shares... or dispose of any or all of the Shares they then own depending upon an ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.
• The Reporting Person further reserves the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.
• The Reporting Person is in contact with members of the Issuer's management, the other members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.

Industry Context

This filing primarily details a change in beneficial ownership for a director of OceanPal Inc., a shipping company. While the filing mentions the acquisition of vessels (m/v Baltimore and m/v Melia) from Diana Shipping Inc. as context for Series D Preferred Stock issuance, it does not provide broader industry trends or competitive analysis. The PIPE transaction suggests capital raising activity, which is common across industries for growth or operational funding.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The Issuer purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., which led to the issuance of Series D Preferred Stock to Diana Shipping. The Reporting Person, as a common shareholder of Diana Shipping, elected to receive Series D Preferred Stock in a distribution.
• The Reporting Person 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 PIPE transaction and increased conversion prices led to dilution, impacting existing common shareholders' percentage ownership. The Reporting Person's continued involvement and stated intent to increase shareholder value could be positive.
• Management/Board: The Reporting Person, as a director and executive committee member, maintains influence over corporate activities and intends to recommend actions to increase shareholder value.

Next Steps

• The Reporting Person may acquire additional shares or dispose of current holdings based on ongoing investment evaluation and market conditions.
• The Reporting Person may act in concert with other shareholders or recommend actions to management/board to increase shareholder value.

Key Dates

Recommendation

While the decrease in beneficial ownership percentage and the conversion restrictions are notable, the Reporting Person remains a significant insider with a stated intent to increase shareholder value. The participation in the PIPE transaction also indicates continued commitment. The filing primarily provides an update on ownership structure rather than a fundamental shift in company prospects, suggesting a 'hold' position until further operational or financial updates are available.

Keywords

OceanPal Inc., Eleftherios Papatrifon, Schedule 13D/A, Beneficial Ownership, Common Stock, Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, PIPE Transaction, Shareholder Covenant, Corporate Governance, Investment, SEC Filing