SCHEDULE: OceanPal Inc. Major Shareholder Amends Stake, Reports Decreased Beneficial Ownership

Anastasios Margaronis and Anamar Investments Inc. filed an Amendment No. 18 to their Schedule 13D, reporting a decrease in their beneficial ownership of OceanPal Inc. common stock to 5.9% due to a change in the Series D Preferred Stock's conversion price.

Summary

• Amendment No. 18 to Schedule 13D was filed by Anastasios Margaronis and Anamar Investments Inc. (collectively, the "Reporting Persons").
• The amendment reports a decrease in the percentage ownership of OceanPal Inc. common stock held by the Reporting Persons.
• As of July 31, 2025, the Reporting Persons beneficially own 8,614,379 shares, representing 5.9% of OceanPal Inc.'s issued and outstanding common shares.
• The decrease in percentage ownership is attributed to a change in the Series D Preferred Stock's conversion price.
• Anamar Investments Inc. is the record holder of 1,977 shares of Series D Preferred Stock, which are convertible into 8,614,379 common shares.
• The Reporting Persons acquired their shares for investment purposes, primarily through distributions from Diana Shipping Inc. and a share purchase agreement with Abra Marinvest Inc.
• The Reporting Persons reserve the right to acquire additional shares, dispose of shares, act in concert with other shareholders, and recommend courses of action to the Issuer's management and Board of Directors.
• A preferred stock conversion agreement dated October 15, 2024, limits the Reporting Persons' beneficial ownership to a maximum of 14.99% of the Issuer's common stock after giving effect to any conversion.

Sentiment

Score: 6

Explanation: While the reporting persons' percentage ownership decreased due to a technical adjustment in conversion price, they remain significant shareholders and express intent to engage with management to increase shareholder value, suggesting continued belief in the company's potential. The decrease is not due to a divestment of their underlying preferred shares.

Positives

• Reporting Persons maintain a significant investment interest in OceanPal Inc.
• Reporting Persons are in contact with the Issuer's management and Board of Directors to explore alternatives to increase shareholder value.

Negatives

• The Reporting Persons' percentage ownership of OceanPal Inc. common stock has decreased.

Risks

• Ownership restrictions: Series D Preferred Stock cannot be converted if it would result in the Reporting Persons beneficially owning more than 49% of the total issued and outstanding common shares.
• Conversion Agreement: A preferred stock conversion agreement limits the Reporting Persons' beneficial ownership to 14.99% of the Issuer's common stock immediately outstanding after giving effect to the issuance of shares upon conversion.

Future Outlook

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

Management Comments

• The Reporting Persons are in contact with members of the Issuer's management, the 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 a major shareholder's stake in OceanPal Inc., a shipping company. It reflects an adjustment in the ownership structure due to a change in preferred stock conversion terms, rather than a direct reflection of broader industry trends or competitive dynamics within the maritime sector.

Corporate Governance

Related Party Transactions

• OceanPal Inc. purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., with Series D Preferred Stock issued as partial consideration. Diana Shipping Inc. subsequently distributed these shares to its common shareholders, including the Reporting Persons.
• The Reporting Persons, as common shareholders of Diana Shipping Inc., elected to receive their distribution in shares of Series D Preferred Stock.
• Anamar Investments Inc. 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 filing indicates a significant shareholder's continued interest and potential engagement to increase shareholder value. The conversion restrictions could affect future share dilution from preferred stock conversions and the concentration of voting power.

Next Steps

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

Key Dates

Recommendation

The filing details a technical adjustment in a major shareholder's percentage ownership due to a change in preferred stock conversion terms, rather than a strategic divestment. The reporting persons maintain a substantial stake and express intent to work with management to enhance shareholder value, suggesting continued belief in the company. Without further financial or operational details, a 'Hold' position is prudent, awaiting more comprehensive company updates.

Keywords

OceanPal Inc., Anastasios Margaronis, Anamar Investments Inc., Schedule 13D, beneficial ownership, common stock, Series D Preferred Stock, conversion price, shipping, maritime