SCHEDULE: OceanPal Insider Boosts Stake to 52.26% via Preferred Stock

Semiramis Paliou and affiliated entities increased their beneficial ownership in OceanPal Inc. to 52.26% through convertible preferred stock, as disclosed in an Amendment No. 39 to Schedule 13D.

Summary

• Reporting Persons (Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A.) filed Amendment No. 39 to Schedule 13D for OceanPal Inc.
• The amendment reports an increase in beneficial ownership of OceanPal Inc. common stock by the Reporting Persons, driven by changes in the Issuer's outstanding common stock and adjustments to the conversion prices of Series C and Series D Preferred Stock.
• As of September 3, 2025, the Reporting Persons collectively beneficially own 7,330,036 shares, representing 52.26% of OceanPal Inc.'s total issued and outstanding common shares.
• Semiramis Paliou, as the owner of Tuscany Shipping Corp. and 4 Sweet Dreams S.A., is deemed to indirectly beneficially own these shares.
• The beneficial ownership primarily stems from Series C and Series D Convertible Preferred Stock, which are convertible into common shares at the Reporting Persons' option, subject to certain ownership restrictions (e.g., not exceeding 49% upon conversion).
• Paliou also holds 1,200 shares of Series E Preferred Stock, issued on March 20, 2023, which carries significant voting rights and is convertible under specific conditions.

Sentiment

Score: 7

Explanation: The increase in beneficial ownership by a key insider (Chairperson of the Board) can be seen as a positive signal of confidence. However, the high concentration of ownership and complex preferred stock structure introduce potential governance concerns for minority shareholders. The filing is largely factual about ownership changes rather than a performance update.

Positives

• Increased insider ownership by a key director (Semiramis Paliou, Chairperson of the Board) could signal strong confidence in the company's future prospects.
• The accumulation of preferred stock provides a stable, long-term investment vehicle for the Reporting Persons, aligning their interests with the company's long-term success.

Negatives

• The significant concentration of ownership (over 50%) by a single group, particularly through preferred stock with substantial voting rights, could reduce liquidity for other shareholders and potentially limit the influence of minority shareholders.
• The 49% conversion restriction on Series C and D Preferred Stock, while potentially mitigating immediate dilution, creates a complex ownership structure where reported beneficial ownership (52.26%) exceeds the direct conversion limit, which could be confusing for investors.

Risks

• **Concentrated Ownership**: High beneficial ownership by a single group (52.26%) could lead to reduced public float and potential governance issues for minority shareholders, as the controlling party can significantly influence corporate decisions.
• **Complex Capital Structure**: The existence of multiple series of preferred stock (Series C, D, E) with varying conversion terms, voting rights, and ownership restrictions adds complexity to the company's capital structure, making it harder for investors to fully assess value and control.
• **Conversion Restrictions**: The 49% conversion cap on Series C and D Preferred Stock means that while the Reporting Persons are deemed to beneficially own 52.26% for reporting purposes, they cannot convert all their preferred shares into common stock if it would exceed this threshold, potentially limiting their ability to fully realize their ownership in common shares.

Future Outlook

The Reporting Persons stated their intention to continue evaluating their investment, potentially acquiring additional shares or disposing of existing ones based on market conditions and other investment considerations. 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 Persons, 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 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 is primarily about changes in beneficial ownership and corporate control, rather than operational or financial performance. As such, it does not directly provide information to analyze broader industry trends or competitors. However, OceanPal Inc. operates in the shipping industry, specifically dry bulk, and changes in significant shareholder stakes can reflect confidence or strategic shifts within that sector.

Corporate Governance

Related Party Transactions

• Semiramis Paliou, as a common shareholder of Diana Shipping Inc., elected to receive Series D Preferred Stock instead of common shares during distributions from Diana Shipping Inc., which had previously received Series D Preferred Stock from OceanPal Inc. as consideration for vessel purchases.
• Issuance of 1,200 shares of Series E Preferred Stock to Semiramis Paliou on March 20, 2023.

Stakeholder Impact

• **Shareholders**: Increased insider ownership may be viewed positively as a sign of confidence, but the high concentration of voting power and complex preferred stock structure could dilute the influence of minority shareholders and potentially impact share liquidity.
• **Management**: Semiramis Paliou, as Chairperson, has significant influence over corporate activities and strategic direction, which could lead to more aligned long-term strategies but also potential for less independent decision-making.
• **Creditors**: The capital structure with multiple preferred stock series could affect the company's financial risk profile, though this filing does not provide enough detail to assess the direct impact on creditors.

Next Steps

• Reporting Persons may acquire additional shares or dispose of existing shares based on ongoing evaluation and market conditions.
• Reporting Persons may act in concert with other shareholders for common purposes.
• Reporting Persons may recommend courses of action to management and the board to increase shareholder value.
• Series E Preferred Stock will become fully convertible upon a 'Series B Event' (cancellation or transfer of all Series B Preferred Stock).

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership by an insider, Semiramis Paliou, to a controlling stake of 52.26%. While increased insider ownership can signal confidence, the complex preferred stock structure and the existing 49% conversion cap introduce complexities. The filing does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and monitor future operational performance and any strategic actions taken by the controlling shareholder.

Keywords

OceanPal Inc., Schedule 13D, Beneficial Ownership, Semiramis Paliou, Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Insider Ownership, Corporate Governance, Shipping, Dry Bulk