SCHEDULE: OceanPal Major Shareholder Reports Decreased Stake Due to Preferred Stock Conversion Price Adjustment

Semiramis Paliou and affiliated entities have reported a decrease in their beneficial ownership percentage in OceanPal Inc. to 44.45% due to changes in the conversion price of Series C and Series D Preferred Stock.

Summary

• Reporting Persons (Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A.) filed Amendment No. 36 to their Schedule 13D for OceanPal Inc.
• The amendment reports a decrease in the percentage of common shares 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.
• As of July 18, 2025, the Reporting Persons collectively beneficially own 6,091,134 common shares, representing 44.45% of the Issuer's total outstanding shares of 7,611,212.
• Semiramis Paliou, as the owner of Tuscany Shipping Corp. and 4 Sweet Dreams S.A., is deemed to indirectly beneficially own the shares held by these entities.
• The Series C Preferred Stock was awarded under the Issuer's 2021 Equity Incentive Plan and is convertible subject to a 49% beneficial ownership restriction.
• The Series D Preferred Stock was acquired through distributions from Diana Shipping Inc. (which received it for vessel purchases) and a purchase from Abra Marinvest Inc., also subject to a 49% beneficial ownership restriction upon conversion.
• Semiramis Paliou is a director and Chairperson of the Board and Executive Committee of OceanPal Inc.
• The Reporting Persons acquired shares for investment purposes and may acquire or dispose of additional shares, act in concert with other shareholders, or recommend actions to increase shareholder value.
• On March 20, 2023, OceanPal Inc. issued 1,200 shares of Series E Preferred Stock to Semiramis Paliou, which has no dividend or liquidation rights but carries significant voting power (up to 25,000 votes per share, subject to a 15% total vote limitation) and is convertible into common shares after a 'Series B Event'.

Sentiment

Score: 6

Explanation: The filing is largely factual, reporting a technical adjustment in beneficial ownership percentage. While a decrease in percentage ownership could be seen negatively, it's explained by conversion price changes, not a divestment of shares. The continued significant stake and stated investment purpose by key management figures maintain a moderately positive outlook regarding insider commitment.

Positives

• Reporting Persons, including a key director (Semiramis Paliou), maintain a significant beneficial ownership stake (44.45%), indicating continued alignment with shareholder interests.
• The acquisition of Series D Preferred Stock by Tuscany Shipping Corp. via a share purchase agreement demonstrates continued investment in the company.
• Semiramis Paliou's role as Chairperson of the Board and Executive Committee, combined with her substantial ownership, suggests strong leadership and influence over corporate activities aimed at increasing shareholder value.

Negatives

• The reported decrease in percentage ownership, while due to a technical conversion price adjustment, still represents a dilution of the Reporting Persons' relative stake.
• Conversion of Series C and Series D Preferred Stock is subject to a 49% beneficial ownership restriction, limiting the extent to which these preferred shares can be converted into common stock and potentially capping the Reporting Persons' direct common share control.

Risks

• The beneficial ownership of common shares by Reporting Persons is subject to conversion restrictions (e.g., 49% beneficial ownership cap) for Series C and Series D Preferred Stock, which could limit their ability to fully convert their preferred shares into common stock.
• The value of the Series E Preferred Stock's conversion into common shares is tied to the 10-trading day trailing VWAP and is contingent on a 'Series B Event,' introducing uncertainty regarding its future conversion value and timing.

Future Outlook

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

Management Comments

• Paliou is a director and the Chairperson of the Board of Directors and the Executive Committee of the Issuer and may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
• The Reporting Persons acquired the Shares... solely for investment purposes.
• The Reporting Persons... 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

This filing primarily concerns changes in beneficial ownership of a shipping company's stock by key insiders and affiliated entities. While it doesn't directly address broader industry trends, the acquisition of Series D Preferred Stock in connection with vessel purchases (m/v Baltimore and m/v Melia) from Diana Shipping Inc. highlights ongoing asset transactions within the maritime shipping sector.

Corporate Governance

Related Party Transactions

• Semiramis Paliou, a Reporting Person and Chairperson of the Board, received 1,200 shares of Series E Preferred Stock from the Issuer on March 20, 2023.
• The Reporting Persons, as common shareholders of Diana Shipping Inc. (from which OceanPal Inc. purchased vessels), elected to receive Series D Preferred Stock in distributions from Diana Shipping Inc.

Stakeholder Impact

• Shareholders: The decrease in beneficial ownership percentage by a significant insider group, while explained by technical adjustments, could be perceived as a slight reduction in their direct stake. However, the continued substantial ownership and stated intent to increase shareholder value remain positive. The Series E Preferred Stock issuance to a key insider concentrates voting power, potentially impacting the influence of other common shareholders on certain matters.
• Management/Board: The Reporting Persons, particularly Semiramis Paliou, maintain significant influence over corporate activities due to their substantial beneficial ownership and Paliou's leadership roles, reinforcing stability in strategic direction.

Next Steps

• Reporting Persons may acquire additional shares of OceanPal Inc. common stock.
• Reporting Persons may dispose of any or all of their currently owned shares.
• Reporting Persons may act in concert with other shareholders for common purposes.
• Reporting Persons may recommend courses of action to OceanPal Inc.'s management, Board of Directors, and shareholders to increase shareholder value.
• Conversion of Series E Preferred Stock into common shares is contingent on a 'Series B Event' (cancellation or transfer of all Series B Preferred Stock).

Key Dates

Recommendation

The filing is a routine amendment to a Schedule 13D, reporting a technical adjustment in beneficial ownership percentage due to preferred stock conversion price changes rather than a strategic divestment. The Reporting Persons, including a key executive, maintain a substantial stake (44.45%) and express an intent to increase shareholder value. While the slight decrease in percentage ownership is noted, it does not signal a fundamental shift in the company's prospects or the insider's commitment. The presence of Series E Preferred Stock with significant voting power held by a key insider suggests stable governance. Given the lack of new material financial or operational news, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future developments.

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., SEC Filing, Corporate Governance, Shareholder Stake, Investment