SCHEDULE: OceanPal Insider Ownership Shifts to 19.72%

Eleftherios Papatrifon, an OceanPal director, reported a decrease in his beneficial ownership percentage to 19.72% due to a change in preferred stock conversion prices.

Summary

• Eleftherios Papatrifon, a director and Executive Committee member of OceanPal Inc., filed an Amendment No. 16 to his Schedule 13D.
• The filing reports a decrease in his beneficial ownership percentage of OceanPal's common stock to 19.72%.
• This change is attributed to an adjustment in the conversion price of Series C and Series D Preferred Stock.
• As of September 30, 2025, Mr. Papatrifon beneficially owns 1,644,777 shares, comprising 706,891 shares convertible from Series D Preferred Stock and 937,886 shares convertible from Series C Preferred Stock.
• The Series C Preferred Stock was awarded under the Issuer's 2021 Equity Incentive Plan.
• The Series D Preferred Stock was acquired partly through an election during Diana Shipping Inc. distributions and partly through a purchase from Abra Marinvest Inc. on October 15, 2024.
• Conversion of preferred shares is subject to a 49% beneficial ownership cap.

Sentiment

Score: 6

Explanation: The filing reports a decrease in percentage ownership, which could be seen as slightly negative, but it's attributed to a technical adjustment in conversion prices rather than a direct divestment. The insider remains a significant shareholder and expresses intent to act for shareholder value, which is positive. Overall, it's a neutral to slightly positive update given the context of a 13D/A.

Positives

• The Reporting Person, a director and Executive Committee member, maintains a significant ownership stake of 19.72%, indicating continued alignment with shareholder interests.
• The Reporting Person explicitly states the shares are held for investment purposes and reserves the right to act to increase shareholder value.

Negatives

• The decrease in percentage ownership, even if due to conversion price adjustments, could be perceived negatively by some investors as a dilution of the insider's stake relative to the total outstanding shares.

Risks

• The beneficial ownership percentage is subject to changes in the conversion price of Series C and Series D Preferred Stock.
• Conversion of preferred stock is restricted by a 49% beneficial ownership cap, limiting the extent to which the Reporting Person can increase direct common stock ownership through conversion.

Future Outlook

The Reporting Person may, at any time, acquire additional shares or dispose of existing shares based on an ongoing evaluation of investment, market conditions, and other factors. The Reporting Person also reserves 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 Person 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 Person acquired the Shares... solely for investment purposes.
• 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.
• 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 reflects an insider's ownership adjustment within OceanPal Inc., a company likely operating in the shipping industry given its name and the mention of vessel purchases (m/v Baltimore and m/v Melia). Such ownership changes are common in public companies and are closely watched by investors for insights into insider confidence and potential strategic shifts. The involvement of Diana Shipping Inc. suggests inter-company relationships within the broader maritime sector.

Comparison to Industry Standards

• NA

Related Party Transactions

• The Issuer purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., which then issued Series D Preferred Stock to Diana Shipping. Diana Shipping subsequently distributed these shares (or common shares converted from them) to its shareholders, including the Reporting Person, indicating a transaction between the Issuer and Diana Shipping where the Reporting Person is a shareholder of both.
• The Reporting Person purchased Series D Preferred Stock from Abra Marinvest Inc. via a Share Purchase Agreement.

Stakeholder Impact

• Shareholders: The decrease in percentage ownership due to conversion price changes might slightly dilute the influence of the Reporting Person relative to the total outstanding shares, but the overall significant stake (19.72%) still provides a strong insider presence. The stated intent to increase shareholder value is positive.
• Management/Board: The Reporting Person, as a director and Executive Committee member, continues to have influence over corporate activities and may recommend strategic actions.

Next Steps

• Reporting Person may acquire or dispose of additional shares based on market conditions and investment evaluation.
• Reporting Person may act in concert with other shareholders or recommend courses of action to management and the board to increase shareholder value.

Key Dates

Recommendation

The filing is a routine update on insider ownership, reflecting a technical adjustment in conversion prices rather than a discretionary sale. While the percentage ownership decreased, the insider remains a significant shareholder (19.72%) and explicitly states an investment purpose and intent to enhance shareholder value. This suggests continued alignment with the company's long-term prospects. Without additional financial or operational data, the filing alone does not warrant a change from a 'hold' position, as it primarily confirms an existing significant insider stake with a minor, non-discretionary adjustment.

Keywords

OceanPal Inc., OP, Eleftherios Papatrifon, Schedule 13D/A, Beneficial Ownership, Preferred Stock Conversion, Insider Ownership, Corporate Governance, Shipping Industry