OceanPal (OP) to file 2025 Form 20-F late amid accounting review

Rhea-AI Filing Summary

OceanPal Inc. reports that it cannot file its annual report on Form 20-F for the year ended December 31, 2025 within the extended deadline allowed under Rule 12b-25. The company attributes the delay to an ongoing review of certain accounting matters and states it is working to complete and file the Form 20-F as soon as practicable. This report is also incorporated by reference into OceanPal’s effective shelf registration statements on Form F-3.

Positive

• None.

Negative

• OceanPal will not file its Form 20-F for the year ended December 31, 2025 within the Rule 12b-25 extension period due to an ongoing review of certain accounting matters, signaling elevated reporting and timing risk.

Insights

Accounting and disclosure risk analyst

Missed extended 20-F deadline raises accounting and reporting risk.

OceanPal states it will miss even the Rule 12b-25 extension for filing its Form 20-F for the year ended December 31, 2025, due to an ongoing review of certain accounting matters. Failing to report on time after using an extension is a notable governance and reporting concern.

The company indicates it is working to finalize and file the 20-F as soon as practicable, but provides no additional detail on the accounting review’s nature or scope. Until the annual report is filed, investors lack full audited financial information for 2025, which can affect confidence in the timeliness and reliability of disclosures.

The filing also incorporates this notice into OceanPal’s existing Form F-3 registration statements, meaning these delayed-reporting circumstances are now formally part of the disclosure record for any future securities offerings under those shelves.

Key Terms

Form 20-F, Rule 12b-25, Form 6-K, Form F-3, +1 more

5 terms

Form 20-F regulatory

"unable to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2025"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

Rule 12b-25 regulatory

"within the extension period prescribed by Rule 12b-25 under the Securities Exchange Act of 1934"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 6-K regulatory

"The information contained in this report on Form 6-K is hereby incorporated by reference"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Form F-3 regulatory

"incorporated by reference into the Company’s registration statements on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

registration statements financial

"incorporated by reference into the Company’s registration statements on Form F-3"

Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-40930

OCEANPAL INC.

(Translation of registrant’s name into English)

Pendelis 26, 175 64 Palaio Faliro, Athens, Greece

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒         Form 40-F  ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

OceanPal Inc. (the “Company”) will be unable to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, within the extension period prescribed by Rule 12b-25 under the Securities Exchange Act of 1934. As previously disclosed, the delay relates to the Company’s ongoing review of certain accounting matters. The Company continues to work diligently to complete and file the Form 20-F as soon as practicable.

The information contained in this report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-269961, 333-273073 and 333-291831) that were filed with the U.S. Securities and Exchange Commission and became effective on April 18, 2023, July 14, 2023 and December 10, 2025, respectively.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 15, 2026	OCEANPAL INC. (registrant)
	By: /s/ Salvatore Ternullo
	Salvatore Ternullo
	Co-Chief Executive Officer

FAQ

Why is OceanPal Inc. (OP) delaying its Form 20-F annual report?

OceanPal is delaying its Form 20-F for the year ended December 31, 2025 because it is conducting an ongoing review of certain accounting matters. The company says it is working diligently to complete and file the report as soon as practicable.

Did OceanPal Inc. miss the extended deadline for its 2025 Form 20-F?

Yes. OceanPal states it will be unable to file its 2025 Form 20-F within the extension period allowed under Rule 12b-25. This means the report will be filed later than both the original deadline and the permitted extension.

What accounting issues is OceanPal Inc. reviewing for its 2025 Form 20-F?

OceanPal refers generally to an ongoing review of certain accounting matters but does not specify the exact issues in this filing. The company only notes that this review is the reason for the delayed Form 20-F filing.

How does this 6-K affect OceanPal Inc.’s Form F-3 shelf registrations?

The company states that the information in this 6-K is incorporated by reference into its effective Form F-3 registration statements. This means the disclosed Form 20-F delay and accounting review become part of the disclosure set for potential future offerings.

What time period does OceanPal Inc.’s delayed Form 20-F cover?

The delayed Form 20-F covers OceanPal’s fiscal year ended December 31, 2025. Until this annual report is filed, investors do not have the company’s full year-end 2025 Form 20-F financial and narrative disclosures.