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OceanPal Inc. Announces Commencement of Self Tender Offer

(Moderate)
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OceanPal (NASDAQ: SVRN) announced a tender offer to purchase any and all outstanding shares of its 7.0% Series D cumulative convertible perpetual preferred stock at $1,400 per share plus accrued dividends. The Series D has a $1,000 liquidation preference per share and $0.01 par value. The offer expires at 5:00 P.M. ET on January 8, 2026, unless extended or withdrawn, and is not conditioned on a minimum number of shares tendered. The Board said the repurchase is supported by the company’s cash position and stock price. Computershare is the depositary and Georgeson is the information agent; offer materials and a Letter of Transmittal are being mailed to shareholders.

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Positive

  • Tender price set at $1,400 per Series D preferred share
  • Offer includes accrued dividends in purchase price
  • Offer is for any and all outstanding Series D shares
  • Not conditioned on a minimum number of shares tendered
  • Clear expiration: Jan 8, 2026 at 5:00 P.M. ET

Negative

  • Repurchase requires cash payment of $1,400 plus accrued dividends per share
  • No disclosed cap or total repurchase amount in the announcement

News Market Reaction – SVRN

+4.41%
+4.41% Session close to close

In the Dec 3 session, SVRN gained 4.41%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement detailed a self tender for OceanPal’s 7.0% Series D preferred at $1,400 per share ...
Analysis

This announcement detailed a self tender for OceanPal’s 7.0% Series D preferred at $1,400 per share plus accrued dividends, expiring on January 8, 2026. Alongside the earlier US$10 million common stock repurchase authorization, it highlighted a focus on capital return. Investors may track completion rates of the tender, actual buyback activity, and how these actions interact with OceanPal’s cash position, trading around the $1.35 level, and its evolving strategic priorities.

Key Figures

Tender offer price: $1,400 per share Liquidation preference: $1,000 per share Coupon rate: 7.0% +5 more
8 metrics
Tender offer price $1,400 per share Price offered for Series D preferred plus accrued dividends
Liquidation preference $1,000 per share Series D cumulative convertible perpetual preferred liquidation preference
Coupon rate 7.0% Series D cumulative convertible perpetual preferred dividend rate
Tender expiry 5:00 P.M. ET, January 8, 2026 Expiration of self tender offer unless extended or withdrawn
Share repurchase size US$10 million Maximum authorized common stock repurchases announced Dec 1, 2025
Share price $1.35 Last close before tender offer announcement
52-week high $1.61 52-week high prior to this news
Market capitalization $46,648,641 Equity value based on last close before announcement

Historical Context

2 past events · Latest: Dec 03 (Positive)
Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Dec 03 Tender offer announcement Positive +4.4% Self tender for 7.0% Series D preferred at $1,400 plus accrued dividends.
Dec 01 Share repurchase program Positive +0.7% Board authorized up to US$10 million common share repurchase program.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent buyback- and capital-return-related announcements were followed by modest positive one-day price reactions.

Recent Company History

Over recent days, OceanPal announced capital return initiatives. On Dec 1, 2025, the company authorized a share repurchase program of up to US$10 million, funded by option premiums and supported by a recent PIPE and a strong balance sheet. On Dec 3, 2025, it announced a self tender offer for its 7.0% Series D preferred at $1,400 per share plus accrued dividends. Both events coincided with positive one-day price reactions of 0.73% and 4.41%, respectively.

Key Terms

tender offer, liquidation preference, par value, depositary
4 terms
tender offer financial
"today announced it is commencing a tender offer to purchase any and all"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
View in glossary
liquidation preference financial
"with a $1,000 liquidation preference per share, (the "Series D Preferred"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
par value financial
"Preferred Stock, par value $0.01 per share, with a $1,000 liquidation"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
depositary financial
"has retained Computershare Trust Company, N.A. as the depositary for the"
A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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To Purchase All Outstanding Shares of its 7.0% Series D Cumulative Convertible Perpetual Preferred Stock

ATHENS, Greece and NEW YORK, Dec. 3, 2025 /PRNewswire/ -- OceanPal Inc. ("OceanPal" or "OP", NASDAQ: SVRN) today announced it is commencing a tender offer to purchase any and all outstanding shares of its 7.0% Series D Cumulative Convertible Perpetual Preferred Stock, par value $0.01 per share, with a $1,000 liquidation preference per share, (the "Series D Preferred Shares"), at a price of $1,400 per share plus accrued dividends (the "Offer to Purchase"). The tender offer will expire at the end of the day, 5:00 P.M., Eastern Time, on January 8, 2026, unless extended or withdrawn. The Board of Directors determined that it is in the Company's best interest to repurchase shares at this time given the Company's cash position and stock price. The tender offer is not conditioned upon any minimum number of shares being tendered. Specific instructions and an explanation of the terms and conditions of the tender offer are contained in the Offer to Purchase and related materials that are being mailed to shareholders.

OceanPal Inc. has retained Computershare Trust Company, N.A. as the depositary for the tender offer and Georgeson LLC as the information agent.

Copies of the Offer to Purchase and the related Letter of Transmittal are being mailed to the Company's shareholders. Additional copies of the Offer to Purchase and the related Letter of Transmittal may be obtained at the Company's expense from the information agent. Questions regarding the tender offer should be directed to the information agent at (866) 486-7610. Parties outside the U.S. can reach the information agent at +1-(631) 302-5187.

About SovereignAI

SovereignAI is a wholly owned subsidiary of OP formed to implement the company's digital asset treasury strategy, and developer of confidential AI infrastructure offering a superior path to get exposure to the intersection of AI and blockchain in the public markets. SovereignAI will use NEAR Protocol's purpose-built technology to establish private, user-owned agentic commerce. Funds generated by SovereignAI's holistic treasury management strategy of NEAR tokens will be used to further the Company's goal of building unique blockchain-native AI infrastructure.

To learn more about SovereignAI, please visit: https://www.svrn.net/

About OceanPal Inc.

OceanPal Inc. is a global provider of shipping transportation services, specializing in the ownership and operation of dry bulk vessels and product tankers. OP is engaged in the seaborne transportation of bulk commodities, including iron ore, coal, and grain, as well as refined petroleum products. OP's fleet is primarily employed on time charter trips with short to medium duration and spot charters, with a strategic focus on maximizing long-term shareholder value.

Media Contact: svrn@mgroupsc.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements are statements other than historical facts and include, without limitation, future announcements and priorities, expectations regarding management, corporate governance, market position, business strategies, future financial and operating performance, and other projections or statements of plans and objectives.

These forward-looking statements are based on current expectations, estimates, assumptions, and projections, and involve known and unknown risks, uncertainties, and other factors-many of which are beyond OP's control-that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results include, among others, OP's ability to execute its growth strategy; its ability to raise and deploy capital effectively; developments in technology and the competitive landscape; the market performance of NEAR; and other risks and uncertainties described under "Risk Factors" in OP's Annual Report on Form 20-F filed with the SEC on April 15, 2025, and in other subsequent filings with the SEC. These filings are available at www.sec.gov. OP undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/oceanpal-inc-announces-commencement-of-self-tender-offer-302631715.html

SOURCE OceanPal Inc.

FAQ

What is OceanPal (SVRN) offering to pay for Series D preferred shares?

OceanPal is offering $1,400 per share plus accrued dividends for Series D preferred.

When does OceanPal's tender offer for SVRN Series D preferred expire?

The tender offer expires at 5:00 P.M. Eastern Time on January 8, 2026, unless extended or withdrawn.

Is OceanPal's SVRN tender offer conditional on a minimum number of shares?

No. The tender offer is not conditioned on any minimum number of shares being tendered.

How can SVRN shareholders obtain the Offer to Purchase and Letter of Transmittal?

Copies are being mailed to shareholders and may be obtained from the information agent at OceanPal's expense.

Who are the agents handling OceanPal's SVRN tender offer?

Computershare Trust Company, N.A. is the depositary and Georgeson LLC is the information agent.

Why did OceanPal (SVRN) commence the Series D repurchase?

The Board determined repurchasing shares is appropriate given the company's cash position and stock price.