SCHEDULE 13D/A: OceanPal Insider Ownership Shifts to 7.52%

Ioannis Zafirakis and Abra Marinvest Inc. report a decrease in their beneficial ownership of OceanPal Inc. common stock to 7.52% following preferred stock transactions.

Summary

• Reporting Persons (Ioannis Zafirakis and Abra Marinvest Inc.) now beneficially own 2,717,827 shares of OceanPal Inc. common stock, representing 7.52% of the total outstanding shares.
• This Amendment No. 23 reports a decrease in the percentage ownership of Shares that the Reporting Persons may be deemed to beneficially own, primarily due to the sale and tender of Series D Preferred Stock, partially offset by a decrease in the Series C Preferred Stock's conversion price.
• The beneficial ownership includes 2,084 shares of Series C Preferred Stock convertible into 1,855,082 common shares (5.13%) and 862,745 directly held common shares (2.39%).
• Key transactions included the sale of 7,033 Series D Preferred Stock shares on October 15, 2024, the issuance of 862,745 common shares in a PIPE transaction on October 28, 2025, and the sale/tender of 731 and 2,373 Series D Preferred Stock shares respectively in December 2025.
• A Shareholder Covenant was entered on October 24, 2025, restricting the conversion or transfer of Series C or D Preferred Stock without the Issuer's prior written consent.

Sentiment

Score: 4

Explanation: The filing indicates a decrease in the beneficial ownership percentage of the Reporting Persons, coupled with new restrictions on their ability to convert or transfer preferred stock. While they did acquire common shares through a PIPE, the overall trend for the reporting entity is a reduction in their relative stake and control flexibility, leading to a slightly negative sentiment for the reporting entity's position.

Positives

• The Reporting Persons received 862,745 common shares in a PIPE transaction on October 28, 2025, indicating continued investment in the company.
• A decrease in the Series C Preferred Stock's conversion price allows for more common shares upon conversion for the same preferred shares, which is beneficial for the Reporting Persons.

Negatives

• The overall decrease in the Reporting Persons' percentage ownership to 7.52% from a previously higher, though unspecified, level.
• The sale of 7,033 shares of Series D Preferred Stock to various holders on October 15, 2024, and the sale/tender of 731 and 2,373 Series D Preferred Stock shares in December 2025, indicate a reduction in their preferred stock holdings.
• The Shareholder Covenant restricts the Reporting Persons' ability to convert or transfer their Series C or D Preferred Stock without the Issuer's prior written consent, limiting their flexibility and control.

Risks

• The Reporting Persons' ability to convert Series C and D Preferred Stock into common shares is subject to ownership restrictions, specifically not exceeding 49% of total issued and outstanding shares.
• The Shareholder Covenant restricts the conversion or transfer of Series C or D Preferred Stock without the Issuer's prior written consent, which could limit liquidity or strategic flexibility for the Reporting Persons.

Future Outlook

The Reporting Persons state their intention to continue evaluating their investment in OceanPal Inc. and may acquire additional shares or dispose of existing holdings 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

• 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, 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

NA

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.
• On December 1, 2025, the Reporting Persons sold 731 shares of Series D Preferred Stock to the Issuer pursuant to a promissory note.
• The Reporting Persons tendered, and the Issuer accepted to purchase 2,373 shares of their Series D Preferred Stock in the Issuer's tender offer filed with the SEC on December 3, 2025.

Stakeholder Impact

• Shareholders: The decrease in a significant insider's percentage ownership could be viewed differently by various shareholders; some might see it as reduced insider confidence, while others might see it as increased liquidity or reduced concentration of power. The Shareholder Covenant limits the flexibility of a major shareholder.
• Management/Board: The Reporting Persons, through Zafirakis, maintain influence as a director and executive committee member, and explicitly state their intent to recommend actions to increase shareholder value. The Shareholder Covenant gives the Issuer more control over the conversion/transfer of preferred stock.

Next Steps

• The Reporting Persons may acquire additional shares or dispose of existing shares based on ongoing evaluation and market conditions.
• The Reporting Persons may act in concert with other shareholders or recommend courses of action to the Issuer's management and board to increase shareholder value.

Key Dates

Recommendation

While the filing indicates a decrease in the beneficial ownership percentage of a key insider group and new restrictions on their preferred stock, the Reporting Persons remain a significant shareholder (7.52%) and explicitly state their intent to work towards increasing shareholder value. The acquisition of common shares in a PIPE transaction also shows continued, albeit adjusted, commitment. The overall picture suggests a stable, albeit slightly less concentrated, insider position, warranting a 'hold' as the long-term strategy and performance of OceanPal Inc. will be the primary drivers.

Keywords

OceanPal Inc., OP, Schedule 13D, beneficial ownership, Ioannis Zafirakis, Abra Marinvest Inc., Series C Preferred Stock, Series D Preferred Stock, common stock, equity incentive plan, PIPE transaction, tender offer, shareholder covenant, shipping, dry bulk