OceanPal Completes Shipping Exit, Cancels Series C Stock and Eliminates Debt

The sale of the Company's vessel-owning holding company was settled entirely in OceanPal securities and debt—no cash changed hands, no common stock was issued, and no NEAR was sold.

ATHENS, Greece and NEW YORK, Aug. 3, 2026 /PRNewswire/ -- OceanPal Inc. ("OceanPal" or the "Company", NASDAQ: SVRN) today announced that on July 31, 2026 it completed the sale of 100% of the membership interests in OP Vessel Holdco LLC, the subsidiary that held the Company's remaining vessels through wholly owned vessel-owning subsidiaries, to Sezali Inc. The consideration of the transaction consisted of all 12,185 outstanding shares of the Company's 8.0% Series C Cumulative Convertible Perpetual Preferred Stock (the "Series C Preferred Stock"), which were cancelled, and the cancellation of the Company's $5.0 million of outstanding promissory notes.

Key Highlights:

• Shipping exit complete. The Company sold the holding entity rather than the vessels individually and retains no ownership interest in, and no operating obligations with respect to, OP Vessel Holdco LLC, its subsidiaries or the m/v Calipso, m/v Melia and m/t Zeze Start and its interest in the joint venture RFSea Infrastructure II AS. SovereignAI Services LLC is now the Company's sole operating business.
• Series C Preferred Stock retired in full. The transaction eliminates 12,185 Series C Preferred shares which were convertible in common shares and had a 8.0% cumulative dividend. All accrued dividends on the Series C Preferred Stock were paid in full as of July 2026.
• A clean capital structure. OceanPal's only outstanding Preferred Stock with economic rights are 412 shares of 7.0% Series D Cumulative Convertible Perpetual Preferred Stock following the December 2025 tender offer.
• No debt for borrowed money at any level. Cancellation of the $5.0 million of promissory notes leaves OceanPal and each of its subsidiaries, including SovereignAI Services LLC, with no outstanding debt for borrowed money.

The Company completed the vessel disposition transaction with Sezali Inc. on July 31, 2026. Because Sezali Inc. is affiliated with the Company's former Chairperson and certain directors were Series C holders, the transaction was approved by the independent disinterested members of the Board of Directors.

The Series C Preferred Stock had been the Company's most structurally significant instrument—senior in liquidation, accruing a cumulative dividend whether or not declared, and convertible at a price referenced to the trading price of the common stock rather than at a fixed ratio. Its retirement, together with the elimination of the Company's only debt for borrowed money and the disposition of its last operating assets outside the digital asset treasury, leaves common stockholders with strong alignment with and clear exposure to the digital asset's business.

"A capital structure is the first thing a serious investor considers, and now ours is very simple: common stock, minimal preferred shares, no debt, no ships, and a treasury of NEAR. We removed the last operating business outside of the NEAR digital asset treasury and the last dollar of debt in one transaction—without issuing a share of common stock, or touching our treasury." — Sal Ternullo, Co-CEO and Chairperson of OceanPal Inc.