SCHEDULE 13D/A: OceanPal Insider Ownership Drops to 19.47%

Semiramis Paliou and affiliated entities report a decrease in beneficial ownership of OceanPal Inc. common stock to 19.47% following preferred stock sales and a board resignation.

Summary

• The Reporting Persons (Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A.) now beneficially own 7,759,546 shares of OceanPal Inc. common stock, representing 19.47% of the total outstanding shares as of January 8, 2026.
• This represents a decrease in their percentage ownership, primarily driven by the sale and tender of Series D Preferred Stock.
• The decrease in ownership was partially offset by a reduction in the conversion price of Series C Preferred Stock.
• The beneficial ownership includes 5,563,468 shares convertible from Series C Preferred Stock held by 4 Sweet Dreams S.A. and 2,196,078 shares of common stock also held by 4 Sweet Dreams S.A.
• Semiramis Paliou resigned from her roles as a director and Chairperson of the Board of Directors and the Executive Committee of the Issuer on October 28, 2025.

Sentiment

Score: 4

Explanation: The filing indicates a decrease in beneficial ownership for the reporting persons and the resignation of Semiramis Paliou from key leadership roles, suggesting a reduction in their direct influence and investment in the company. However, the company also completed a PIPE transaction which involved the reporting persons, providing some capital infusion.

Positives

• The Reporting Persons received 2,196,078 shares of common stock in conjunction with the Issuer's PIPE transaction on October 28, 2025.
• A decrease in the Series C Preferred Stock's conversion price could be seen as beneficial for the holders of that stock, potentially allowing for more common shares upon conversion.

Negatives

• The Reporting Persons' aggregate beneficial ownership percentage decreased to 19.47%.
• The Reporting Persons sold 2,395 shares of Series D Preferred Stock to the Issuer on December 1, 2025.
• The Reporting Persons tendered 8,348 shares of Series D Preferred Stock in the Issuer's tender offer.
• Semiramis Paliou resigned from her director and chairperson roles, indicating a reduction in direct influence over the company's corporate activities.
• A Shareholder Covenant restricts the Reporting Persons from converting or transferring their Series C or Series D Preferred Stock without the Issuer's prior written consent.

Risks

• The Shareholder Covenant entered into on October 24, 2025, restricts the Reporting Persons' ability to convert or transfer their Series C or Series D Preferred Stock without the Issuer's prior written consent, potentially limiting their liquidity or strategic options.
• Beneficial ownership of Series C and Series D Preferred Stock is subject to conversion restrictions, specifically preventing beneficial ownership from exceeding 49% of the total issued and outstanding common shares.

Future Outlook

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

Management Comments

• Paliou resigned as a director and the Chairperson of the Board of Directors and the Executive Committee of the Issuer and as such no longer has influence over the corporate activities of the Issuer.
• The Reporting Persons acquired the Shares in connection with the Issuer's equity awards and the Series D Preferred Stock in connection with the Distributions and the Share Purchase Agreement solely for investment purposes.

Industry Context

This filing is an amendment to a Schedule 13D, which primarily reports changes in beneficial ownership by a significant shareholder group. It does not provide broader industry context or trends for the shipping sector.

Management Changes

Corporate Governance

Related Party Transactions

• On October 28, 2025, the Reporting Persons sold 1,200 shares of the Issuer's Series E Preferred Stock to certain purchasers, including Salvatore Ternullo, who is the Issuer's Co-CEO and Chairman of the Board.

Stakeholder Impact

• Shareholders: The decrease in a significant insider's ownership percentage and the resignation of a key director could be interpreted by some investors as a signal of reduced insider confidence or influence. The PIPE transaction and tender offer impact the company's capital structure and share base.
• Management/Board: The resignation of Semiramis Paliou from her leadership roles changes the composition and potentially the dynamics of the board and executive committee.

Next Steps

• The Reporting Persons may acquire additional shares of OceanPal Inc. common stock.
• The Reporting Persons may dispose of any or all of the shares they currently own.
• The Reporting Persons may act in concert with other shareholders or recommend courses of action to the Issuer's management and board.

Key Dates

Recommendation

The filing primarily details changes in beneficial ownership and a board resignation by a significant insider. While the decrease in ownership and the resignation of a key director might be viewed negatively, the overall impact on the company's operational fundamentals is not directly addressed. The company also completed a PIPE transaction. Without further information on the company's financial performance or strategic direction, a 'hold' recommendation is prudent, suggesting investors maintain their current position while awaiting more comprehensive updates.

Keywords

OceanPal Inc., OP, Schedule 13D, beneficial ownership, Semiramis Paliou, Series C Preferred Stock, Series D Preferred Stock, common stock, tender offer, PIPE transaction, corporate governance, insider ownership, shareholder covenant