SCHEDULE: OceanPal Major Shareholder Reports Decreased Stake Amid Stock Increase and Conversion Price Adjustment

Semiramis Paliou and affiliated entities have reported a decrease in their beneficial ownership of OceanPal Inc. common stock to 34.34%, primarily due to an increase in outstanding shares and changes in preferred stock conversion prices.

Summary

• Reporting Persons (Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A.) have filed Amendment No. 37 to their Schedule 13D.
• The filing reports a decrease in their beneficial ownership percentage of OceanPal Inc. common stock.
• This decrease is attributed to an increase in the Issuer's outstanding common stock and a change in the conversion price of Series C and Series D Preferred Stock.
• As of July 22, 2025, the Reporting Persons collectively beneficially own 9,718,898 Shares, representing 34.34% of the Issuer's 18,586,812 outstanding Shares.
• Semiramis Paliou, as the owner of Tuscany Shipping Corp. and 4 Sweet Dreams S.A., is deemed to indirectly beneficially own all shares held by these entities.
• Ownership includes 3,640 shares of Series C Preferred Stock and 10,743 shares of Series D Preferred Stock, convertible into common shares subject to a 49% ownership restriction.
• Semiramis Paliou also holds 1,200 shares of Series E Preferred Stock, issued on March 20, 2023, which carry significant voting rights (up to 25,000 votes per share, capped at 15% of total votes) and are convertible into common shares under specific conditions.

Sentiment

Score: 6

Explanation: The filing is a routine ownership disclosure. While the percentage ownership decreased due to dilution, the Reporting Persons maintain a substantial stake and express an intent to enhance shareholder value, which is moderately positive. No negative operational or financial news is present.

Positives

• Reporting Persons, including a director and Board Chairperson, maintain a significant stake (34.34%), indicating continued investment interest.
• The stated purpose of the investment is for investment purposes, with an intent to potentially increase shareholder value.

Negatives

• The decrease in percentage ownership, while explained by dilution and conversion price changes, still represents a reduced proportional stake for the Reporting Persons.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing beneficial ownership exceeding 49% of total outstanding shares.
• The Series E Preferred Stock's voting power is capped at 15% of total votes until a "Series B Event" occurs, which could limit the influence of the holder on certain matters.
• The Series E Preferred Stock's convertibility is contingent on a "Series B Event" (cancellation or transfer of all Series B Preferred Stock), introducing uncertainty regarding its future conversion into common shares.

Future Outlook

Reporting Persons may acquire additional shares or dispose of existing shares based on market conditions and investment opportunities. They reserve the right to act in concert with other shareholders and recommend actions to management and the board to increase shareholder value.

Industry Context

This filing is a routine disclosure of a significant shareholder's stake in a publicly traded shipping company. The acquisition of Series D Preferred Stock in connection with the purchase of vessels (m/v Baltimore and m/v Melia) from Diana Shipping Inc. indicates strategic asset transfers within the broader shipping sector, potentially reflecting fleet adjustments or consolidation efforts.

Corporate Governance

Related Party Transactions

• Semiramis Paliou, a Reporting Person, is a director and Chairperson of the Board of Directors and Executive Committee of OceanPal Inc.
• Paliou received 1,200 shares of Series E Preferred Stock from the Issuer on March 20, 2023.
• Reporting Persons acquired Series C Preferred Stock through the Issuer's 2021 Equity Incentive Plan.
• Reporting Persons acquired Series D Preferred Stock through distributions from Diana Shipping Inc. (where they were common shareholders) and a purchase from Abra Marinvest Inc. Tuscany Shipping Corp. purchased Series D Preferred Stock from Abra Marinvest Inc.
• The Issuer purchased m/v Baltimore and m/v Melia from Diana Shipping Inc., for which Series D Preferred Stock was issued to Diana Shipping.

Stakeholder Impact

• Shareholders: The decrease in percentage ownership by a significant insider group might be viewed neutrally or slightly negatively due to dilution, but the continued substantial stake and stated intent to increase shareholder value could be positive. The complex preferred stock structure and voting rights of Series E Preferred Stock could impact common shareholders' proportional influence.
• Management/Board: The Reporting Persons, particularly Semiramis Paliou, maintain significant influence over corporate activities due to their ownership stake and Paliou's leadership roles, potentially aligning strategic decisions with their investment interests.

Next Steps

• Reporting Persons may acquire additional shares or dispose of existing shares.
• Reporting Persons may act in concert with other shareholders.
• Reporting Persons may recommend courses of action to the Issuer's management, Board of Directors, and shareholders to increase shareholder value.

Key Dates

Recommendation

This filing is a routine update to a Schedule 13D, primarily disclosing a change in beneficial ownership percentage due to dilution and preferred stock conversion price adjustments. It does not present new material financial or operational information that would warrant a change in investment thesis. The Reporting Persons maintain a substantial stake and express an intent to enhance shareholder value, which is a neutral to slightly positive signal for existing shareholders. Without further operational or financial updates, a 'hold' recommendation is appropriate as the filing itself does not provide a strong catalyst for 'buy' or 'sell'.

Keywords

OceanPal Inc., Schedule 13D, Beneficial Ownership, Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Semiramis Paliou, Tuscany Shipping Corp., 4 Sweet Dreams S.A., Shareholder Stake, Corporate Governance, SEC Filing, Shipping Industry