SCHEDULE: OceanPal Insider Ownership Shifts, Director Resigns

Semiramis Paliou and affiliated entities reported a decrease in their beneficial ownership percentage of OceanPal Inc. common stock, coinciding with Paliou's resignation from the board.

Summary

• Reporting Persons (Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A.) decreased their beneficial ownership percentage in OceanPal Inc. common stock.
• The decrease is attributed to an increase in conversion prices for Series C and D Preferred Stock and the issuance of additional common stock in a PIPE transaction, partially offset by the vesting of Series C Preferred Stock and common stock issuance to Reporting Persons in the PIPE.
• As of October 28, 2025, Semiramis Paliou resigned as a director and Chairperson of the Board and Executive Committee, indicating a loss of direct influence over corporate activities.
• Reporting Persons now beneficially own an aggregate of 10,787,946 shares, representing 27.16% of OceanPal Inc.'s outstanding common stock.
• All 6,250 shares of Series C Preferred Stock owned by Reporting Persons have vested and are convertible, subject to a 49% ownership restriction.
• Reporting Persons received Series D Preferred Stock through distributions from Diana Shipping Inc., and Tuscany Shipping Corp. purchased additional Series D Preferred Stock from Abra Marinvest Inc.
• On October 28, 2025, 2,196,078 shares of common stock were issued to the Reporting Persons as part of the Issuer's PIPE transaction.
• Reporting Persons sold 1,200 shares of Series E Preferred Stock to various purchasers, including Salvatore Ternullo, the Issuer's Co-CEO and Chairman.
• A Shareholder Covenant was entered into on October 24, 2025, restricting the Reporting Persons from converting or transferring their Series C or Series D Preferred Stock without the Issuer's prior written consent.

Sentiment

Score: 4

Explanation: The resignation of a key beneficial owner from the board, coupled with a decrease in overall percentage ownership and new restrictions on preferred stock conversion, suggests a less favorable outlook for the Reporting Persons' influence and flexibility, potentially signaling a negative shift for some investors.

Positives

• All 6,250 shares of Series C Preferred Stock owned by Reporting Persons have vested, making them convertible into common shares.
• Reporting Persons received 2,196,078 common shares in conjunction with the Issuer's PIPE transaction.

Negatives

• The overall percentage ownership of common stock for the Reporting Persons decreased.
• Semiramis Paliou resigned as a director and Chairperson of the Board and Executive Committee, signifying a loss of direct influence over the Issuer's corporate activities.
• A Shareholder Covenant restricts the Reporting Persons' ability to convert or transfer their Series C and D Preferred Stock without the Issuer's prior written consent, limiting their flexibility.

Risks

• Ownership restrictions on Series C and Series D Preferred Stock prevent conversion if it would result in beneficial ownership exceeding 49% of total outstanding shares.
• The Shareholder Covenant restricts the Reporting Persons' ability to convert or transfer their Series C or Series D Preferred Stock without the Issuer's prior written consent, limiting their flexibility in managing their investment.

Future Outlook

Reporting Persons may acquire additional shares or dispose of existing shares depending upon an ongoing evaluation of their investment, prevailing market conditions, and other investment considerations. They reserve the right to act in concert with any other shareholders or persons for a common purpose and to recommend courses of action to the Issuer's management, Board of Directors, and shareholders.

Industry Context

This filing primarily details changes in beneficial ownership and corporate governance for OceanPal Inc., a company operating in the shipping industry. The specific details relate to insider holdings and board composition rather than broader industry trends or operational performance.

Management Changes

Corporate Governance

Related Party Transactions

• 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: Changes in beneficial ownership and the resignation of a key director could influence investor perception and potentially the stock price. The restrictions on preferred stock conversion might limit future common share dilution from these specific preferred holders but also their ability to increase common share ownership.
• Management/Board: The resignation of Semiramis Paliou from the board and executive committee alters the composition and potentially the dynamics of the company's leadership and strategic decision-making.

Next Steps

• Reporting Persons may acquire additional shares or dispose of existing shares based on market conditions and investment opportunities.
• Reporting Persons reserve the right to act in concert with other shareholders or recommend courses of action to management and the board.

Key Dates

Recommendation

While a significant beneficial owner has resigned from the board and their overall percentage ownership has decreased, the Reporting Persons still maintain a substantial stake (27.16%). The new Shareholder Covenant restricts their ability to convert preferred shares, which could be seen as limiting potential future dilution from these specific preferred holders, but also limits their flexibility. The situation is complex, with both positive and negative aspects, suggesting a 'hold' stance to observe how these changes impact the company's strategy and performance moving forward.

Keywords

OceanPal Inc., Schedule 13D/A, Beneficial Ownership, Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A., Preferred Stock Conversion, PIPE Transaction, Director Resignation, Shareholder Covenant, Corporate Governance, Shipping Industry