SCHEDULE: OceanPal Inc. Insider Stake Declines Amid Share Dilution and Conversion Price Changes

Abra Marinvest Inc. and Ioannis Zafirakis have reported a decrease in their beneficial ownership of OceanPal Inc. common stock to 12.04%, primarily due to an increase in outstanding shares and adjustments to preferred stock conversion prices.

Summary

• This Amendment No. 18 to Schedule 13D reports a decrease in the beneficial ownership percentage of OceanPal Inc. common stock by Ioannis Zafirakis and Abra Marinvest Inc. (collectively, the "Reporting Persons").
• The Reporting Persons now beneficially own 18,814,814 shares, representing 12.04% of OceanPal Inc.'s outstanding common stock as of July 31, 2025.
• The decrease in percentage ownership is attributed to an increase in OceanPal Inc.'s total outstanding common stock, which stood at 137,400,215 shares as of July 31, 2025.
• Changes in the conversion price of the Issuer's Series C Preferred Stock and Series D Preferred Stock also contributed to the reduced percentage.
• The Reporting Persons hold 1,214 shares of Series C Preferred Stock, convertible into 5,289,760 common shares (3.39% of outstanding shares).
• They also hold 3,104 shares of Series D Preferred Stock, convertible into 13,525,054 common shares (8.65% of outstanding shares).
• Ioannis Zafirakis, a citizen of Greece, is the owner of Abra Marinvest Inc., a Marshall Islands corporation, and is a member of OceanPal Inc.'s Board of Directors and Executive Committee.
• Series C Preferred Stock was acquired through the Issuer's 2021 Equity Incentive Plan.
• Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. and as partial consideration for the purchase of the m/t Zeze Start.
• On October 15, 2024, the Reporting Persons sold an aggregate of 7,033 shares of Series D Preferred Stock to various holders.

Sentiment

Score: 4

Explanation: The filing reports a decrease in the beneficial ownership percentage of key insiders due to dilution from increased outstanding shares and changes in conversion prices. While a factual update, the reduction in insider stake, particularly due to dilution, is generally not viewed positively for existing shareholders as it implies a larger share base.

Negatives

• The beneficial ownership percentage of the Reporting Persons has decreased, indicating a dilution of their relative stake in OceanPal Inc.
• The decrease is a direct result of an increase in the Issuer's outstanding common stock, which dilutes the ownership of all existing shareholders.
• Changes in the conversion prices of Series C and Series D Preferred Stock have reduced the number of common shares convertible from the Reporting Persons' preferred stock holdings.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing conversion if it would result in the Reporting Persons beneficially owning more than 49% of the total issued and outstanding common shares.

Future Outlook

Reporting Persons may, at any time, acquire additional shares or dispose of any or all of their shares based on an ongoing evaluation of their investment, prevailing market conditions, and other investment considerations. They reserve the right to act in concert with other shareholders and to recommend courses of action to OceanPal Inc.'s management, Board of Directors, and shareholders to increase shareholder value.

Management Comments

• Ioannis Zafirakis, as a member of the Board of Directors and the Executive Committee of OceanPal Inc., may have influence over the corporate activities of the Issuer, including those aimed at increasing shareholder value.

Industry Context

This filing primarily details changes in insider ownership and capital structure specific to OceanPal Inc. and does not provide broader industry trends or competitive analysis.

Related Party Transactions

• On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for OceanPal Inc.'s purchase of the m/t Zeze Start for $27.0 million from an entity controlled by Ioannis Zafirakis.

Stakeholder Impact

• Shareholders: The increase in outstanding common stock leads to dilution, potentially impacting the value of existing common shares.
• Reporting Persons (Ioannis Zafirakis and Abra Marinvest Inc.): Their beneficial ownership percentage has decreased, reducing their relative stake and potential influence within the company.

Next Steps

• Reporting Persons may acquire additional shares of OceanPal Inc. common stock.
• Reporting Persons may dispose of any or all of their currently owned shares.
• Reporting Persons may act in concert with other shareholders for common purposes.
• Reporting Persons may recommend courses of action to OceanPal Inc.'s management, Board of Directors, and shareholders to increase shareholder value.

Key Dates

Recommendation

The filing primarily details a change in insider ownership percentage due to dilution and conversion price adjustments, rather than operational performance. While the decrease in percentage ownership for the reporting persons is noted, it's a consequence of corporate actions (issuance of shares, asset purchases) rather than a direct negative operational event. The reporting persons maintain a significant stake and express intent to engage with management to increase shareholder value. Without further operational or financial data, a 'hold' position is prudent, awaiting more comprehensive company updates.

Keywords

OceanPal Inc., OP, Abra Marinvest Inc., Ioannis Zafirakis, Schedule 13D, beneficial ownership, common stock, preferred stock, Series C Preferred Stock, Series D Preferred Stock, equity ownership, insider ownership, dilution, corporate governance