SCHEDULE: OceanPal Major Shareholder Reports Ownership Decrease

Semiramis Paliou and affiliated entities report a decrease in their beneficial ownership percentage in OceanPal Inc. due to a change in preferred stock conversion prices.

Summary

• This Amendment No. 41 to Schedule 13D reports a decrease in the percentage ownership of OceanPal Inc. common shares beneficially owned by Semiramis Paliou, Tuscany Shipping Corp., and 4 Sweet Dreams S.A. (collectively, the "Reporting Persons").
• The 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 September 30, 2025, OceanPal Inc. had 6,696,039 common shares outstanding.
• Semiramis Paliou, a citizen of Greece and owner of Tuscany Shipping Corp. and 4 Sweet Dreams S.A., is deemed to beneficially own 11,111,711 common shares, representing 62.40% of the Issuer's issued and outstanding shares.
• Tuscany Shipping Corp. beneficially owns 7,265,142 common shares (52.04%), primarily through 9,404 shares of Series D Preferred Stock.
• 4 Sweet Dreams S.A. beneficially owns 3,846,569 common shares (36.49%), through 1,339 shares of Series D Preferred Stock and 3,640 shares of Series C Preferred Stock.
• The Reporting Persons acquired Series C Preferred Stock through the Issuer's 2021 Equity Incentive Plan and Series D Preferred Stock through distributions from Diana Shipping Inc. and a purchase from Abra Marinvest Inc.
• Paliou also holds 1,200 shares of Series E Preferred Stock, issued on March 20, 2023, which has special voting rights and is convertible into common shares under certain conditions.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the reported decrease in beneficial ownership percentage, even if it's a technical adjustment related to conversion prices. However, the continued involvement of a key director and the stated investment purpose mitigate a more severe negative outlook.

Positives

• Semiramis Paliou, a key Reporting Person, serves as a director and the Chairperson of OceanPal Inc.'s Board of Directors and Executive Committee, indicating continued leadership involvement.
• The Reporting Persons state their acquisition of shares is for investment purposes, suggesting a long-term interest in the company's value.
• The Reporting Persons reserve the right to act in concert with other shareholders and recommend courses of action to increase shareholder value, potentially leading to strategic initiatives.

Negatives

• The filing reports a decrease in the percentage ownership of common shares beneficially owned by the Reporting Persons, which could be perceived as a reduction in their stake or influence, even if technical.

Risks

• Conversion of Series C and Series D Preferred Stock is subject to ownership restrictions, preventing the Reporting Persons from becoming beneficial owners of more than 49% of the total issued and outstanding common shares, which could limit their ability to fully convert their holdings.
• The Series E Preferred Stock's voting power is capped at 15% of the total votes, and its convertibility is contingent on a 'Series B Event', introducing conditions to its full utility.

Future Outlook

The Reporting Persons may, at any time, acquire additional shares or dispose of existing shares based on an ongoing evaluation of their investment, market conditions, and other considerations. They also reserve the right to act in concert with other shareholders and recommend courses of action to management and the Board of Directors 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.
• The Reporting Persons acquired the shares solely for investment purposes.

Industry Context

This filing primarily concerns changes in beneficial ownership and corporate governance within OceanPal Inc. and does not provide specific details relating to broader industry trends or competitive landscape analysis.

Corporate Governance

Related Party Transactions

• Semiramis Paliou, a Reporting Person, is a director and Chairperson of OceanPal Inc.
• Series D Preferred Stock was acquired by the Reporting Persons as a distribution from Diana Shipping Inc., from whom OceanPal Inc. previously purchased vessels.
• Series E Preferred Stock was issued directly by OceanPal Inc. to Semiramis Paliou.

Stakeholder Impact

• Shareholders: Potential for dilution upon conversion of preferred stock, though subject to ownership restrictions. The influence of a major shareholder (Paliou) remains significant.
• Management: Paliou's role as Chairperson and her stated intent to recommend courses of action suggest continued oversight and potential strategic direction from a major shareholder.

Next Steps

• Reporting Persons may acquire additional common shares or dispose of existing holdings.
• 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, 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, conversion price