[SCHEDULE 13D/A] OceanPal Inc. SEC Filing

Rhea-AI Filing Summary

Offering: JPMorgan Chase Financial Company LLC will issue Auto Callable Contingent Interest Notes linked to Tesla, Inc. (TSLA), maturing 11-Feb-2027 and fully guaranteed by JPMorgan Chase & Co.

Income: A monthly contingent coupon of at least 0.9375% (≥11.25% p.a.) is paid only when TSLA’s closing price on a Review Date is ≥50 % of the initial price (the 50 % Interest Barrier). Miss the barrier and that month’s coupon is skipped.

Call feature: From 6-Nov-2025 onward, if TSLA closes ≥100 % of the initial price on any Review Date (except the 1st, 2nd and final), the note is automatically redeemed at $1,000 plus the coupon, ending further payments.

Principal: No protection. If not previously called and TSLA closes ≥50 % of the initial price on the final Review Date, holders receive par plus the last coupon. If it closes <50 %, repayment equals $1,000 × (Ending Price / Initial Price), so investors lose more than 50 % of principal and could lose all.

Indicative economics: Par $1,000; minimum denomination $1,000; estimated value if priced today $959.70 (final estimated value ≥$900); selling commissions ≤2.225 % of par; pricing 6-Aug-2025, settlement 11-Aug-2025; CUSIP 48136FY71.

Key risks: substantial principal risk, possibility of zero income, capped upside (coupons only), JPM credit exposure, illiquid secondary market likely below par, potential conflicts of interest, and uncertain tax treatment.

Positive

• Attractive headline yield: contingent coupon ≥11.25 % p.a. if TSLA stays above the 50 % barrier.
• Early call mechanism: potential return of capital within three months if TSLA rebounds above initial level, boosting annualized yield.
• 50 % barrier/trigger: offers partial downside cushion compared with direct TSLA ownership.
• Obligation guaranteed by JPMorgan Chase & Co., a large investment-grade issuer.

Negative

• Principal at risk: TSLA closing <50 % of initial on final date produces >50 % loss up to full principal.
• No participation in TSLA upside: gains capped at cumulative coupons; equity rallies are forfeited.
• Coupon uncertainty: income ceases in months TSLA closes below the barrier; investor could receive zero interest.
• Dealer-only liquidity: notes unlisted; secondary bids likely below par and influenced by JPM’s internal funding rate.
• Credit & structural risks: exposure to JPMorgan entities’ solvency and potential conflicts in hedging.
• Tax treatment unclear: coupon may face withholding/tax adjustments; IRS guidance could change retroactively.

Insights

Structured Products Analyst

TL;DR — High coupon but high downside; upside capped at coupons.

The note’s ≥11.25 % contingent coupon will appeal to yield-seekers, yet investors absorb Tesla’s equity volatility and JPM credit risk. Automatic call can shorten duration but also caps returns. With a 50 % trigger, a >50 % drawdown in TSLA converts directly into principal loss. The indicative fair value (≈96 % of par) highlights an initial mark-up. Liquidity is dealer-driven, so exit prices may materially lag theoretical value. Rating: neutral because risk/return is balanced and typical for equity-linked structured notes.

Portfolio Manager – Multi-Asset

TL;DR — Useful income play only for tactical, high-risk buckets.

The instrument offers double-digit yield versus short maturity Treasuries but embeds short put exposure on TSLA. Investors effectively finance the coupon by accepting 1:1 downside below a 50 % strike and forgoing all equity upside. Given Tesla’s historical 50 %+ peak-to-trough swings, breach probability is non-trivial. I’d size modestly within opportunistic income strategies and pair with TSLA calls to regain upside if desired. Overall impact neutral on VYLD/JPM but material to niche investors.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

OceanPal Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

Y6430L202

(CUSIP Number)

Mr. Ioannis Zafirakis
PENDELIS 26, PALAIO FALIRO
ATHENS, J3, 175 64
30-210-9485-360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. Y6430L202

1

Name of reporting person

DIANA SHIPPING INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARSHALL ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,551,434.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,551,434.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,551,434.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.29 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: OceanPal Inc.
(c)	Address of Issuer's Principal Executive Offices: PENDELIS 26, PALAIO FALIRO, ATHENS, GREECE , 175 64.
Item 1 Comment: This Amendment No. 5 (the "Amendment No. 5") to the Schedule 13D amends the statement on Schedule 13D that was originally filed with the U.S. Securities and Exchange Commission (the "Commission") on January 6, 2023 (the "Schedule 13D") as amended on March 2, 2023, October 6, 2023, October 17, 2023 and July 25, 2025 filed by the Reporting Persons (as defined below) relating to the shares of common stock, par value $0.01 per share (the "Shares"), of OceanPal Inc. (the "Issuer"). This Amendment No. 5 is being filed to report a decrease in the percentage ownership of Shares that the Reporting Persons may be deemed to beneficially own though its ownership of the Issuer's Series C Preferred Stock which may be converted into Shares of the Issuer at the Reporting Persons' option (subject to certain ownership restrictions contained in the Series C Preferred Stock statements of designation, the "Statements of Designation") as a result of the increase in the Issuer's outstanding common stock and a change in the Series C Preferred Stock's conversion price.
Item 2.	Identity and Background
(a)	This Amendment No. 5 to the Schedule 13D is being filed on behalf of Diana Shipping Inc., a Marshall Islands corporation ("Diana Shipping"). Diana Shipping is referred to as the "Reporting Person."
(b)	The principal business address of the Reporting Person is Pendelis 16, 175 64 Palaio Faliro, Athens, Greece.
(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were not and are not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	The Reporting Person is incorpoated in the Marshall Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	In connection with a spin-off transaction, Diana Shipping acquired 10,000 shares of the Issuer's Series C Preferred Stock, which in accordance with their terms have become convertible at Diana Shipping's option. On October 17, 2023, Diana Shipping has exercised its option to convert 9,793 shares of the Issuer's Series C Preferred Stock and as a result of such conversion is the record and beneficial holder of 3,649,474 Shares.
Item 4.	Purpose of Transaction
	The Reporting Person acquired shares of the Series C Preferred Stock in connection with the spin-off transaction and solely for investment purposes. The Reporting Person, at any time and from time to time, may acquire additional Shares or other securities of the Issuer, including in connection with the provision of any services or other strategic transactions with the Issuer, or dispose of any or all of the Shares, the remaining shares of Series C Preferred Stock held by the Reporting Person or the Shares held by the Reporting Person into which Series C Preferred Stock may be converted, that it owns depending upon an ongoing evaluation of its investment in the shares of the Series C Preferred Stock, the Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Person further reserves 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.
Item 5.	Interest in Securities of the Issuer
(a)	As of July 31, 2025, the Issuer had 137,400,215 Shares outstanding before giving effect to the Reporting Person's conversion of the Series C Preferred Stock. Based on the foregoing, the Reporting Person reports beneficial ownership of the following Shares.
(b)	Diana Shipping is the record holder of 3,649,474 Shares representing 2.66% of the Issuer's issued and outstanding Shares and 207 shares of Series C Preferred Stock convertible into Shares representing, in the aggregate with the Shares or other securities conveying beneficial ownership of the Shares then held by Diana Shipping, 3.29% of the Issuer's issued and outstanding Shares. As a result of Diana Shipping's ownership of the Shares reported herein and the remaining shares of Series C Preferred Stock, Diana Shipping has the sole power to vote or direct the vote of 4,551,434 Shares and has the shared power to vote or direct the vote of 0 Shares.
(c)	Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Person during the past 60 days.
(d)	Not applicable.
(e)	As of July 31, 2025 the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Shares. This is the final amendment to the Original Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Person also owns 500,000 of additional preferred voting shares of the Issuer that convey the right to cast a number of votes for all matters on which shareholders of the Issuer may vote equal to up to 34% of the total number of votes entitled to be cast by the Issuer's shareholders on such matter, provided that to the extent such voting power, together with any affiliate of the Reporting Person, would exceed 49% of the total number of votes that may be cast on any matter submitted to a vote of the Issuers' shareholders, the number of votes shall be automatically reduced so that the Reporting Person's aggregate voting power, together with its affiliates, is not more than 49%.
Item 7.	Material to be Filed as Exhibits.
	Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DIANA SHIPPING INC.

Signature:	/s/ Ioannis Zafirakis
Name/Title:	Ioannis Zafirakis, Authorized Representative
Date:	08/01/2025

FAQ

What is the coupon rate on JPMorgan's Auto Callable Contingent Interest Notes linked to TSLA?

The notes pay a contingent monthly coupon of at least 0.9375 % (≥11.25 % per annum) when Tesla closes ≥50 % of its initial price on the relevant Review Date.

When can the notes linked to Tesla (TSLA) be automatically called?

Starting on 6-Nov-2025, any Review Date where TSLA closes at or above its initial price will trigger an automatic call at par plus the coupon.

How much principal can investors lose on these structured notes?

If TSLA closes <50 % of the initial price on the final Review Date, holders receive $1,000 × (Ending Price / Initial Price), risking a loss of more than 50 % and up to 100 % of principal.

Are the notes protected by FDIC insurance?

No. The notes are unsecured and unsubordinated obligations of JPMorgan Chase Financial Company LLC and are not insured by the FDIC or any governmental agency.

What is the estimated value versus the issue price?

If priced today, the estimated value is about $959.70 per $1,000 note; the final estimated value will not be lower than $900, reflecting selling commissions and hedging costs.

What is the CUSIP and minimum investment size?

CUSIP 48136FY71; minimum denomination is $1,000 and integral multiples thereof.