SCHEDULE: OceanPal Insider Reports Decreased Beneficial Ownership Stake

An amendment to a Schedule 13D filing reveals a decrease in the beneficial ownership percentage of OceanPal Inc. common stock by Abra Marinvest Inc. and Ioannis Zafirakis due to a change in preferred stock conversion prices.

Summary

• This is Amendment No. 16 to the Schedule 13D filed by Ioannis Zafirakis and Abra Marinvest Inc. (the "Reporting Persons") regarding their beneficial ownership in OceanPal Inc.
• The amendment reports a decrease in the percentage of common stock beneficially owned by the Reporting Persons.
• This decrease is attributed to a change in the conversion price of the Issuer's Series C Preferred Stock and Series D Preferred Stock, which are convertible into common shares at the Reporting Persons' option.
• As of July 18, 2025, OceanPal Inc. had 7,611,212 common shares outstanding.
• The Reporting Persons beneficially own 1,828,653 common shares, representing 19.37% of the Issuer's issued and outstanding common shares.
• This beneficial ownership is indirect, through Abra Marinvest Inc.'s holdings of 3,104 shares of Series D Preferred Stock (convertible into 1,314,530 common shares, 13.93%) and 1,214 shares of Series C Preferred Stock (convertible into 514,123 common shares, 5.45%).
• Ioannis Zafirakis, as the owner of Abra Marinvest Inc., is deemed to indirectly beneficially own these shares.
• The preferred shares are subject to ownership restrictions, preventing conversion if it would result in beneficial ownership exceeding 49% of total outstanding common shares.

Sentiment

Score: 5

Explanation: The filing is a factual update on beneficial ownership, driven by a technical adjustment in preferred stock conversion prices. It does not contain inherently positive or negative news regarding the company's operations or financial performance, maintaining a neutral sentiment.

Positives

• Reporting Persons, including a Board member, are actively engaged with management and other shareholders to explore alternatives to increase shareholder value.

Negatives

• The filing indicates a decrease in the percentage of beneficial ownership for the Reporting Persons, which could be perceived as a slight reduction in their stake, though it is due to a technical conversion price change.

Risks

• The conversion of Series C and Series D Preferred Stock into common shares is subject to ownership restrictions, limiting beneficial ownership to less than 49% of total outstanding shares.

Future Outlook

The Reporting Persons may, at any time, acquire additional shares or dispose of their current holdings based on investment evaluation, market conditions, and other factors. They also reserve the right to collaborate with other shareholders and recommend actions to the Issuer's management and Board of Directors to enhance 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 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 a routine disclosure of a change in beneficial ownership for a shipping company, OceanPal Inc., by a significant shareholder and insider. The transactions involving the acquisition of vessels (m/v Baltimore, m/v Melia, m/t Zeze Start) and the use of preferred stock as consideration are common financing and acquisition strategies within the maritime industry, particularly for dry bulk and tanker operators. The ongoing engagement of a board member with management and other shareholders to increase shareholder value is a standard practice in corporate governance across industries.

Comparison to Industry Standards

• The beneficial ownership stake of 19.37% by a key insider (Ioannis Zafirakis, a board member) is a significant holding, aligning with common practices where founders or long-term executives maintain substantial equity positions in publicly traded shipping companies.
• The use of convertible preferred stock (Series C and D) as a mechanism for equity awards (Series C) and as consideration for asset acquisitions (Series D for m/v Baltimore, m/v Melia, and m/t Zeze Start) is a flexible financing tool often employed in the capital-intensive shipping industry, similar to how other maritime firms like Star Bulk Carriers or Genco Shipping & Trading might structure deals.
• The 49% beneficial ownership cap on preferred stock conversion is a common anti-takeover or control-preserving measure, ensuring that no single party can gain majority control solely through preferred stock conversion without further public disclosure or negotiation, a practice seen in various corporate structures to maintain board oversight.
• The sale of Series D Preferred Stock to various holders by the Reporting Persons indicates active portfolio management, a standard practice for large investors, and suggests a market for these preferred instruments.

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 OceanPal Inc.'s purchase of the m/t Zeze Start for $27.0 million from an entity controlled by Ioannis Zafirakis.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding a significant insider's ownership stake and its slight decrease due to a technical adjustment. The stated intent of the Reporting Persons to increase shareholder value is positive.
• Management/Board: The continued influence of Ioannis Zafirakis as a board and executive committee member, along with ongoing discussions about shareholder value, indicates active oversight and potential strategic direction from a major investor.

Next Steps

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

Key Dates

Keywords

OceanPal Inc., Schedule 13D, Beneficial Ownership, Preferred Stock Conversion, Series C Preferred Stock, Series D Preferred Stock, Ioannis Zafirakis, Abra Marinvest Inc., SEC Filing, Corporate Governance, Shareholder Value