SCHEDULE: OceanPal Insider Boosts Stake to 13.94% via Preferred Stock

Eleftherios Papatrifon, a director of OceanPal Inc., increased his beneficial ownership to 13.94% through convertible preferred stock.

Summary

• This is Amendment No. 14 to the Schedule 13D filing for OceanPal Inc. (the "Issuer").
• The Reporting Person, Eleftherios Papatrifon, has increased his beneficial ownership of the Issuer's common stock.
• The increase in ownership is a result of changes in the Issuer's outstanding common stock and adjustments to the conversion prices of Series C Preferred Stock and Series D Preferred Stock.
• As of September 3, 2025, the Reporting Person beneficially owns 1,085,006 Shares, representing 13.94% of the Issuer's common stock.
• This beneficial ownership is derived from 915 shares of Series D Preferred Stock (convertible into 466,313 Shares, or 5.99%) and 1,214 shares of Series C Preferred Stock (convertible into 618,693 Shares, or 7.95%).
• The Series C Preferred Stock vested under the Issuer's 2021 Equity Incentive Plan.
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. and a purchase from Abra Marinvest Inc. via a Share Purchase Agreement dated October 15, 2024.
• Eleftherios Papatrifon is a member of the Board of Directors and the Executive Committee of OceanPal Inc. and may influence corporate activities.
• The shares were acquired for investment purposes, and the Reporting Person reserves the right to acquire more, dispose of shares, or act in concert with other shareholders to recommend actions to increase shareholder value.

Sentiment

Score: 8

Explanation: The significant increase in beneficial ownership by a key director and executive committee member, Eleftherios Papatrifon, to 13.94% through convertible preferred stock, indicates strong confidence in the company's future prospects and aligns management's interests with shareholders.

Positives

• Increased beneficial ownership by a key director and executive committee member, Eleftherios Papatrifon, to 13.94% signals strong insider confidence in OceanPal Inc.'s future.
• The Reporting Person's active role on the Board and Executive Committee, combined with a significant personal investment, aligns management's interests with those of shareholders.
• The stated purpose of acquiring shares for investment suggests a long-term commitment to the company's success.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing the Reporting Person from becoming the beneficial owner of more than 49% of the total issued and outstanding common shares.

Future Outlook

The Reporting Person may, at any time, acquire additional shares or dispose of existing shares based on an ongoing evaluation of their investment, prevailing market conditions, and other investment considerations. 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 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."
• "In addition, 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 highlights an insider's increased stake in OceanPal Inc., a company operating in the maritime shipping sector. Such an increase in ownership by a director is a common occurrence in industries where management or key individuals have significant personal investment, often signaling confidence in the company's strategic direction and future performance within its competitive landscape. The acquisition of preferred stock from Diana Shipping Inc. also indicates inter-company relationships within the broader shipping industry.

Related Party Transactions

• Eleftherios Papatrifon, as a common shareholder of Diana Shipping Inc., elected to receive Series D Preferred Stock in connection with 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: Increased insider ownership by a director may be viewed positively, signaling confidence and aligning management interests with shareholder value creation. The potential for the Reporting Person to influence strategic decisions could impact future shareholder returns.
• Management/Board: The Reporting Person's active role and stated intent to recommend courses of action could influence strategic decisions and corporate governance.

Next Steps

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

Key Dates

Recommendation

The substantial increase in beneficial ownership by a key director and executive committee member, Eleftherios Papatrifon, to 13.94% of OceanPal Inc. through convertible preferred stock, is a strong indicator of insider confidence. This move aligns management's interests with those of shareholders and suggests a belief in the company's future value creation. Such a significant insider stake, coupled with the stated intent to actively engage with management and the board to increase shareholder value, presents a compelling 'strong buy' signal for seasoned investors.

Keywords

OceanPal Inc., Eleftherios Papatrifon, Schedule 13D, beneficial ownership, Series C Preferred Stock, Series D Preferred Stock, insider ownership, corporate governance, shipping industry, equity incentive plan, Diana Shipping Inc.