SCHEDULE: OceanPal Insider Boosts Stake to 35.52% via Preferred Stock

Ioannis Zafirakis and Abra Marinvest Inc. increased their beneficial ownership in OceanPal Inc. to 35.52% due to a change in preferred stock conversion prices.

Summary

• Reporting Persons, Ioannis Zafirakis and Abra Marinvest Inc., now beneficially own 3,689,336 shares of OceanPal Inc. common stock.
• This represents 35.52% of the Issuer's total outstanding shares as of September 16, 2025.
• The increase in ownership percentage is attributed to a change in the conversion price of Series C and Series D Preferred Stock held by the Reporting Persons.
• Beneficial ownership is indirect, derived from 3,104 Series D Preferred Stock (convertible to 2,652,084 common shares, representing 25.53%) and 1,214 Series C Preferred Stock (convertible to 1,037,252 common shares, representing 9.99%).
• Reporting Persons do not directly own any common shares as of the filing date.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by a key insider, coupled with statements about seeking to increase shareholder value, suggests a positive outlook from a significant stakeholder. However, the increase is due to a conversion price change, which could be dilutive, and the concentration of ownership could be a concern for some investors.

Positives

• Increased insider ownership (35.52%) by a director and executive committee member, Ioannis Zafirakis, potentially signaling confidence in the company's future.
• Reporting Persons are actively engaged with management and the board to explore alternatives to increase shareholder value.

Negatives

• The increase in beneficial ownership is due to a change in conversion price, which could imply dilution for existing common shareholders if the conversion price decreased.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing the Reporting Persons from beneficially owning more than 49% of total outstanding shares.
• Potential for future dilution if preferred shares are converted into common stock, increasing the number of outstanding common shares.
• The significant beneficial ownership (35.52%) by a director and executive committee member could concentrate voting power and influence corporate decisions.

Future Outlook

Reporting Persons may acquire additional shares or dispose of existing ones based on market conditions and investment considerations. They also reserve the right to act in concert with other shareholders and recommend actions to increase shareholder value.

Management Comments

• Zafirakis 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 Persons acquired the Shares... solely for investment purposes.
• The Reporting Persons... 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 Persons further reserve 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 Persons are 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 concerns an insider's beneficial ownership increase, which is company-specific. While OceanPal Inc. operates in the shipping industry, the filing does not provide broader industry trends or competitive analysis. The increase in ownership by a key insider could be seen as a positive signal within the context of the company's specific performance and strategic direction within the shipping sector.

Corporate Governance

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 the Issuer's purchase of the m/t Zeze Start for an aggregate purchase price of $27.0 million from an entity controlled by Zafirakis.

Stakeholder Impact

• Shareholders: Potential for increased alignment with a significant insider's interests, but also potential for dilution from preferred stock conversion and concentration of voting power.
• Management/Board: Increased influence from a key director and executive committee member, potentially leading to more focused strategic direction.

Next Steps

• Reporting Persons may acquire or dispose of additional shares.
• Reporting Persons may act in concert with other shareholders.
• Reporting Persons may recommend courses of action to management and the board to increase shareholder value.

Key Dates

Recommendation

The increase in beneficial ownership by a key insider, Ioannis Zafirakis, to 35.52% is a notable development. While it signals confidence and a commitment to increasing shareholder value, the mechanism (change in preferred stock conversion price) could imply dilution. The significant concentration of ownership also warrants careful consideration. Without further details on the company's operational performance or specific strategic initiatives, a 'hold' recommendation is prudent, advising investors to monitor future actions and the impact of this increased insider influence.

Keywords

OceanPal Inc., OP, Schedule 13D, Beneficial Ownership, Ioannis Zafirakis, Abra Marinvest Inc., Preferred Stock Conversion, Series C Preferred Stock, Series D Preferred Stock, Insider Ownership, Shipping, Dry Bulk, Corporate Governance