6-K - SVRN - Equibles

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

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

Restricted Stock Awards

On November 25, 2025, the board of directors (the “Board”) of OceanPal Inc. (the “Company”) approved and granted awards of restricted shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to certain executives, employees, and non-employee advisors of both the Company and its wholly owned subsidiary, SovereignAI Services LLC (“SovereignAI”).

Executive Awards

On November 25, 2025, the Company issued an aggregate of 2,192,142 restricted shares of Common Stock outside the OceanPal Inc. 2021 Equity Incentive Plan, consisting of 822,156, 1,096,205, and 274,051 shares issued to Messrs. Salvatore Ternullo, David Schwed, and David Schack, respectively, in connection with, and as an inducement to, their previously-announced appointment as officers of the Company or SovereignAI, as applicable. The shares were issued pursuant to restricted stock agreements (“Restricted Stock Agreements”) between the Company and such individuals and are restricted shares subject to forfeiture until fully vested in accordance with their terms, subject to the continuing provision of relevant services to the Company and good standing through each applicable vesting date (the “Restricted Stock”). Messrs. Ternullo’s, Schwed’s, and Shack’s Restricted Stock time-vests as to 25% on September 1, 2026, September 22, 2026, and November 1, 2026, respectively, and thereafter the Restricted Stock vests in equal monthly installments over the subsequent 36 months, subject to continued employment with the Company through each applicable vesting date. Pursuant to the terms of Messrs. Ternullo’s and Schwed’s restricted stock agreements (the “Company Executive Restricted Stock Agreements”), (i) if the executive’s employment with the Company is terminated by the Company without “Cause” (as defined in the Restricted Stock Agreements) or by the executive for “Good Reason” (as defined in the Restricted Stock Agreements), during any time while the shares of Restricted Stock remain subject to restriction on transfer, a pro rata portion of any unvested shares of Restricted Stock shall vest upon the date of the termination of employment, for the calendar year in which the date of the termination of employment occurs; and (ii) in the event that the executive terminates for Good Reason or is terminated by the Company without Cause within twelve (12) months following a “Change in Control” (as defined in the Restricted Stock Agreements), any then-unvested Restricted Stock will accelerate in full, effective as of the date of termination of employment.

The foregoing summary of the Company Executive Restricted Stock Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, the form of which is attached as Exhibit 10.1 hereto. The foregoing summary of Mr. Schack’s Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, the form of which is attached as Exhibit 10.2 hereto.

Business Advisor Agreements

On November 25, 2025, the Company issued an aggregate of 986,582 restricted shares of Common Stock (the “Advisor Shares”) (a) pursuant to certain advisory agreements (the “Advisory Agreements”) entered into between SovereignAI and certain individuals to provide strategic advice and guidance related to the Company’s business, operations, growth initiatives, and industry trends in the crypto technology sector, as well as certain deal advisory services in connection with the PIPE Transaction, and (b) pursuant to a restricted stock agreement entered into by the Company (the “Independent Contractor Restricted Stock Agreement”) in connection with an independent contractor agreement with SovereignAI, pursuant to which an independent contractor was engaged to provide strategic advice to the Company related to potential option strategies. The Advisor Shares are restricted shares and subject to forfeiture until fully vested in accordance with their respective terms, subject in each case to the continuing provision of relevant services to the Company and good standing through each applicable vesting date. Under the Advisory Agreements, 383,671 of the Advisor Shares vest in full on January 31, 2026, with no vesting during the applicable service providers’ initial two-month service period, and thereafter 438,480 of the Advisor Shares vest in equal monthly installments over the subsequent 22 months, subject to continued services to the Company through each applicable vesting date. Under the Independent Contractor Restricted Stock Agreement, the Advisor Shares time-vests as to 1/12^th^ of the total 164,431 shares on January 31, 2026, with the remaining 11/12ths of the total Advisor Shares vests in equal monthly installments over the subsequent 22 months, subject to continued engagement with the Company through each applicable vesting date. Unvested shares do not accelerate and vest upon a change in control under the Independent Contractor Restricted Stock Agreement.

The Advisor Shares were sold in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, and applicable state securities laws. The issuance of the Advisor Shares has not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The foregoing summary of the Advisor Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, the form of which is attached as Exhibit 10.3 hereto. The foregoing summary of the Independent Contractor Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, the form of which is attached as Exhibit 10.2 hereto.

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 and 333-273073) that were filed with the U.S. Securities and Exchange Commission and became effective on April 18, 2023 and July 14, 2023, 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.

	OCEANPAL INC.
	(registrant)
Dated: November 26, 2025
	By:	/s/ Vasiliki Plousaki
	Vasiliki Plousaki
	Chief Financial Officer

  Exhibit Index

Exhibit Number	Document
10.1	Form of Company Executive Restricted Stock Agreement
---	---
10.2	Form of Restricted Stock Agreement
10.3	Form of Business Advisor Agreement

Exhibit 10.1

OCEANPAL, INC. FORM OF COMPANY EXECUTIVE

RESTRICTED STOCK AGREEMENT

This AGREEMENT (the “Agreement”), dated as of [•], 2025 (the “Grant Date”), between OceanPal, Inc. (the “Company”), and [•] (the “Grantee”).

1. Grant of Restricted Stock. The Company hereby awards to the Grantee [•] shares of validly issued Common Stock (the “Shares”) as of the Grant Date. The Shares have not been granted under the OceanPal Inc. 2021 Equity Incentive Plan (the “Plan”); however, this Agreement references certain provisions in the Plan, and unless otherwise defined in this Agreement, capitalized terms shall have the meanings ascribed to them in the Plan. Pursuant to Section 2 hereof, the Shares are subject to certain restrictions, which restrictions shall lapse at the times provided under Section 3(d) hereof. While such restrictions are in effect, the Shares subject to such restrictions shall be referred to herein as “Restricted Stock.” The Shares will be proportionally adjusted to reflect any change in the capital structure or business of the Company occurring after the Grant Date in the same manner as adjustments are made as set forth in Sections 1.5 and 3.5 of the Plan.

2. Restrictions on Transfer. The Grantee shall not sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Restricted Stock, except as set forth in this Agreement. Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition of the Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent.

3. Restricted Stock.

(a) Retention of Certificates. Promptly after the Grant Date, the Company shall issue stock certificates representing the Restricted Stock unless it elects to recognize such ownership through uncertificated book entry or another similar method pursuant to Section 7 hereof. The stock certificates shall be registered in the Grantee’s name and shall bear any legend required under Section 4 hereof. Such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company’s request, the Grantee shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock.

(b) Rights with Regard to Restricted Stock. The Grantee will have the right to vote the Restricted Stock, to receive and retain any dividends payable to holders of record of Common Stock on and after the transfer of the Restricted Stock (although such dividends shall be treated, to the extent required by applicable law, as additional compensation for tax purposes if paid on Restricted Stock), and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to the Restricted Stock set forth in the Plan, with the exceptions that: (i) the Grantee will not be entitled to delivery of the stock certificate or certificates representing the Restricted Stock until the restriction period with respect to such Shares (the “Restriction Period”) shall have expired; (ii) the Company (or its designated agent) will retain custody of the stock certificate or certificates representing the Restricted Stock and the other RS Property (as defined below) during the Restriction Period; (iii) no RS Property shall bear interest or be segregated in separate accounts during the Restriction Period; (iv) any RS Property will be subject to the restrictions provided in Sections 3(c), 3(d) and 3(e) hereof; and (v) the Grantee may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Stock during the Restriction Period.

(c) Treatment of Dividends and Other RS Property. In the event the Grantee receives a dividend on the Restricted Stock or the Shares of Restricted Stock are split or the Grantee receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock or representing a distribution or return of capital upon or in respect of the Restricted Stock or any part thereof, or resulting from a split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Grantee in respect of the Restricted Stock (collectively “RS Property”), the Grantee will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions, including those of Sections 3(d) and 3(e) hereof, as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term “Restricted Stock.” Unless otherwise determined by the Board, any RS Property issued in the form of cash will not be reinvested in Shares and will be held uninvested and without interest until delivered to the Grantee within 30 days after the end of the Restriction Period as determined by the Board, if the related Restricted Stock becomes vested.

(d) Vesting.

(i) The Restricted Stock granted pursuant to Section 1 hereof shall vest and cease to be Restricted Stock, and the Restriction Period shall end in accordance with the following schedule, provided that the Grantee has not incurred a termination of employment with the Company (and its Affiliates) prior to the applicable vesting date:

The Restricted Stock shall time-vest as to twenty-five percent (25%) on [•], 2026 (the “Cliff Period”), and thereafter upon completion of the Cliff Period, the Restricted Stock vests in equal monthly installments over the subsequent thirty six months; provided that all fractional shares, if any, will be rounded down to the nearest whole share with the balance vesting on the last vesting date.

Notwithstanding the foregoing vesting schedule, if the Grantee makes a timely election pursuant to Section 83(b) of the Code, the Grantee will have a taxable event (“Taxable

      Event”\) and the smallest number of whole Shares of Restricted Stock that is sufficient to satisfy the Section 83\(b\) Tax Liability \(as defined below\), by reference to the fair market value of the Shares on the date of the Taxable Event, shall
    immediately vest and be issued, in certificate or book entry form, to the Grantee. The number of Shares of Restricted Stock that vest on each monthly anniversary after the Cliff Period shall be reduced proportionately by the number of Shares of
    Restricted Stock that vest in accordance with the immediately preceding sentence. The “Section 83\(b\) Tax Liability” means the amount of income and payroll tax withholding due in respect of any Shares of Restricted Stock, the grant date value
    of which the Grantee elects to recognize as ordinary income pursuant to the Section 83\(b\) election.

(ii) Except as provided in this Agreement, there shall be no proportionate or partial vesting in the periods between the vesting dates and vesting shall occur only on each vesting date; provided that no termination of employment has occurred prior to such date.

(iii) When any Shares become vested, the Company shall promptly issue and deliver, unless the Company is using book entry, to the Grantee a new stock certificate registered in the name of the Grantee for such Shares without the legend set forth in Section 4 hereof and deliver to the Grantee any related other RS Property, subject to applicable withholding.

(e) Forfeiture. Except as provided in this Section 3(e), the Grantee shall forfeit to the Company, without compensation, any and all unvested Shares of Restricted Stock upon the Grantee’s termination of employment for any reason. If the Grantee’s employment with the Company is terminated by the Company without “Cause” (as defined below) or by the Grantee for “Good Reason” (as defined below), during any time while the Shares of Restricted Stock remain subject to restriction on transfer, a pro rata portion of any unvested Shares of Restricted Stock shall vest upon the date of the termination of employment, for the calendar year in which the date of the termination of employment occurs, and the restrictions on transfer set forth in Section 2 of this Agreement shall lapse upon the Grantee’s termination of employment.

(f) In the event that Grantee terminates for Good Reason (as defined below) or is terminated by the Company without Cause (as defined below) within twelve (12) months following a Change in Control (as defined below), any then-unvested Restricted Shares subject to this Award shall accelerate in full, effective as of the date of termination of employment. In the event of a Change in Control, the Shares may be assumed, replaced or substituted by a successor corporation, which assumption or replacement shall be binding on the Grantee.

For purposes herein, unless provided otherwise in Grantee’s employment agreement with the Company, “Cause” shall mean the occurrence of any one or more of the following events, as determined in the sole discretion of the Company:

(i) Grantee’s willful misconduct, gross negligence, or material failure to perform the duties and responsibilities of their position (other than as a result of physical or mental incapacity), after written notice from the Company and a reasonable opportunity to cure, if curable.

(ii) Grantee’s material violation of any written policy, code of conduct, or procedure of the Company, its subsidiaries, or any of their respective affiliates, including but not limited to those relating to harassment (including sexual harassment), discrimination, workplace safety, or substance abuse.

(iii) Grantee’s commission of any conduct which causes or could reasonably be expected to cause material financial or reputational harm to the Company;

(iv) Grantee’s commission of, or participation in, any act of fraud, dishonesty, embezzlement, misappropriation, or other act of material misconduct with respect to the Company, its subsidiaries, or any of their respective affiliates.

(v) Grantee’s commission of, indictment for, conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, dishonesty, or theft.

(vi) Grantee’s material breach of this Agreement or any other written agreement with the Company, its subsidiaries, or any of their respective affiliates, or Grantee’s breach of any fiduciary duty owed to the Company, its subsidiaries, or any of their respective affiliates.

(vii) Grantee’s unauthorized use or disclosure of any confidential or proprietary information of the Company, its subsidiaries, or any of their respective affiliates, or breach of any non- solicit, confidentiality, or other restrictive covenant to which the Grantee may be subject, including, without limitation, Section 4 of this Agreement.

For purposes herein, unless provided otherwise in Grantee’s employment agreement with the Company, “Good Reason” shall mean Grantee’s termination of his employment in accordance with the next sentence after the occurrence of one or more of the following events without Grantee’s express written consent: (i) a material diminishment of Grantee’s job title; (ii) a material reduction by the Company in Grantee’s rate of annual salary (other than diminutions of annual salaries across the board for senior executives and not exceeding 20%); or (iii) Grantee being required to relocate the Grantee’s primary work location to a facility or location that would increase the Grantee’s one way commute distance by more than thirty (30) miles from the Grantee’s primary work location as of immediately prior to such change; provided, that a relocation of less than thirty (30) miles from Grantee’s then present location will not be considered a material change in geographic location.

For purposes herein, unless provided otherwise in Grantee’s employment agreement with the Company, “Change in Control” shall mean and include each of the following:

(i) A transaction or series of transactions (other than an offering of common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”)) directly or indirectly acquires beneficial ownership (within the meaning of Rules 13d- 3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its subsidiaries; or (iii) in respect of an award held by Grantee, any acquisition by the Grantee or any group of persons including the Grantee (or any entity controlled by the Grantee or any group of persons including the Grantee); or

(ii) The incumbent directors cease for any reason to constitute a majority of the Board; or

(iii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions, or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(A) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(B) after which no person or group beneficially owns voting securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; and

(C) after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or

(vi) The date which is ten (10) business days prior to the completion of a liquidation or dissolution of the Company.

(g) Withholding. The Grantee shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time. In the absence of such arrangements, any withholding obligation may, if permitted by and as determined at the sole discretion of the Board, be satisfied by delivery to the Company of shares of Common Stock issuable under this Agreement equal to the withholding obligation.

(h) Section 83(b). If the Grantee properly elects (as permitted by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the fair market value of such Restricted Stock, the Grantee shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. The Grantee acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if he or she elects to utilize such election.

(i) Delivery Delay. The delivery of any certificate representing the Restricted Stock or other RS Property may be postponed by the Company for such period as may be required for it to comply with any applicable foreign, federal, state or provincial securities law, or any national securities exchange listing requirements and the Company is not obligated to issue or deliver any securities if, in the opinion of counsel for the Company, the issuance of such Shares shall constitute a violation by the Grantee or the Company of any provisions of any applicable foreign, federal, state or provincial law or of any regulations of any governmental authority or any national securities exchange.

4. Legend. All certificates representing the Restricted Stock shall have endorsed thereon the following legends:

(a) “The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of a Restricted Stock Agreement entered into between the registered owner and the Company dated November [•], 2025. Copies of the Restricted Stock Agreement are on file at the principal office of the Company.”

(b) Any legend required to be placed thereon by applicable blue sky laws of any state.

Notwithstanding the foregoing, in no event shall the Company be obligated to deliver a certificate representing the Restricted Stock prior to the vesting date(s) set forth above.

5. No Obligation to Continue Employment. This Agreement is not an agreement of employment. This Agreement does not guarantee that the Company or its subsidiaries or affiliates will employ or retain, or continue to, employ or retain the Grantee for any period of time, nor does it modify in any respect the Company’s (or any Affiliate’s) right to terminate or modify the Grantee’s employment or compensation.

6. Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of the Grantee for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney- in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for the Grantee, may in the name and stead of the Grantee, make and execute all conveyances, assignments and transfers of the Restricted Stock, Shares and property provided for herein, and the Grantee hereby ratifies and confirms all that the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, the Grantee shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for the purpose.

7. Uncertificated Shares. Notwithstanding anything else herein, to the extent permitted under applicable foreign, federal, state or provincial law, the Company may issue the Shares in the form of uncertificated shares. Such uncertificated shares of Restricted Stock shall be credited to a book entry account maintained by the Company (or its designee) on behalf of the Grantee. If thereafter certificates are issued with respect to the uncertificated shares of Restricted Stock, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Agreement.

8. Rights as a Stockholder. The Grantee shall have all rights of a stockholder with respect to any Shares covered by the Restricted Stock, except with respect to the right to transfer any Shares covered by the Restricted Stock during the Restriction Period or except as otherwise specifically provided for in this Agreement.

9. Amendment. To the extent applicable, the Board or the board of directors of the Company may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Section 409A of the Code and the regulations thereunder or any other applicable law. The award of Restricted Stock pursuant to this Agreement is not intended to be considered “deferred compensation” for purposes of Section 409A of the Code. With respect to any dividends and other RS Property, however, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code relating to “short-term deferrals” thereunder, and shall be limited, construed and interpreted in a manner so as to comply therewith.

10. Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States mail, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:

[•]

If to the Grantee, to the address on file with the Company.

11. Acceptance. The Grantee must accept this award of Restricted Stock by executing this Agreement within a period of 60 days from the date the Grantee receives this Agreement (or such other period as the Board shall provide). In the event that the Restricted Stock is not accepted within such time period, this Agreement shall be null and void ab initio and this award of Restricted Stock shall not be valid.

12. Miscellaneous.

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(b) This Agreement shall be governed and construed in accordance with the laws of New York (regardless of the law that might otherwise govern under applicable New York principles of conflict of laws).

(c) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

(d) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(e) Grantee understands and agrees that, notwithstanding any provisions in this Agreement, the Company may recover, or require reimbursement of, this grant of Shares and any proceeds from the sale of such Shares, pursuant to a clawback policy which may be adopted by the Board for the purpose of complying with current or proposed U.S. law or regulation.

13. U.S. Tax Consequences. Grantee acknowledges that there will be tax consequences upon vesting of the Shares (or the earlier making of a Section 83(b) election) and upon disposition of the Shares, if any, and Grantee should consult a tax adviser regarding Grantee’s tax obligations prior to such vesting, election or disposition. Upon vesting of the Shares (or earlier Section 83(b) election), Grantee will include in income the fair market value of the Shares. The included amount will be treated as ordinary income by Grantee and will be subject to withholding by the Company when required by applicable law. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-term capital gain or loss, depending on whether the Shares are held for more than one year from the date of settlement. Grantee should consult his or her personal tax adviser for more information on the actual and potential tax consequences of the Shares.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

OCEANPAL, INC.
By: [•]
Name: [•]
Title: [•]
GRANTEE
---
By: [•]
Name: [•]

Exhibit 10.2

OCEANPAL, INC. FORM OF

RESTRICTED STOCK AGREEMENT

This AGREEMENT (the “Agreement”), dated as of [•], 2025 (the “Grant Date”), between OceanPal, Inc. (the “Company”), and [•] (the “Grantee”).

Restricted Stock.

(d) Vesting.

Notwithstanding the foregoing vesting schedule, if the Grantee makes a timely election pursuant to Section 83(b) of the Code, the Grantee will have a taxable event (“Taxable

      Event”\) and the smallest number of whole Shares of Restricted Stock that is sufficient to satisfy the Section 83\(b\) Tax Liability \(as defined below\), by reference to the fair market value of the Shares on the date of the Taxable Event, shall
    immediately vest and be issued, in certificate or book entry form, to the Grantee. The number of Shares of Restricted Stock that vest on each monthly anniversary after the Cliff Period shall be reduced proportionately by the number of Shares of
    Restricted Stock that vest in accordance with the immediately preceding sentence. The “Section 83\(b\) Tax Liability” means the amount of income and payroll tax withholding due in respect of any Shares of Restricted Stock, the grant date value
    of which the Grantee elects to recognize as ordinary income pursuant to the Section 83\(b\) election.

(e) Forfeiture. The Grantee shall forfeit to the Company, without compensation, any and all unvested Shares of Restricted Stock upon the Grantee’s termination of employment for any reason.

(f) In the event of a Change in Control (as defined below), no unvested Shares of Restricted Stock will accelerate and vest as a result of a Change in Control (as defined in Grantee’s employment agreement with the Company, or if no such agreement exists or such agreement does not contain a definition of Change in Control, then the definition of Change in Control as defined in the Plan). In the event of a Change in Control, the Shares may be assumed, replaced or substituted by a successor corporation, which assumption or replacement shall be binding on the Grantee.

4. Legend. All certificates representing the Restricted Stock shall have endorsed thereon the following legends:

(a) “The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of a Restricted Stock Agreement entered into between the registered owner and the Company dated November 21, 2025. Copies of the Restricted Stock Agreement are on file at the principal office of the Company.”

(b) Any legend required to be placed thereon by applicable blue sky laws of any state.

Notwithstanding the foregoing, in no event shall the Company be obligated to deliver a certificate representing the Restricted Stock prior to the vesting date(s) set forth above.

If to the Company, to:

[•]

If to the Grantee, to the address on file with the Company.

12. Miscellaneous.

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(c) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

OCEANPAL, INC.
By: [•]
Name:
Title:
GRANTEE
---
By: [•]
Name: [•]

Exhibit 10.3

FORM OF BUSINESS ADVISOR AGREEMENT

This Advisor Agreement (this “Agreement”) is entered into as of [•], 2025 (the “Effective Date”) by and between SovereignAI Services LLC, a Delaware limited liability company (together with its parent company, OceanPal Inc. (“OceanPal”), the “Company”),

    and \[•\] \(the “Advisor”\).

RECITALS

A. The Company is implementing a NEAR digital asset treasury strategy.

B. In connection with the ongoing strategy, execution, and operation of the digital asset treasury strategy, the Company desires to engage the Advisor to provide the Services, and the Advisor desires to provide the Services, in each case on the terms and conditions of this Agreement.

Engagement; Services

1.1 Role. The Company engages Advisor as a non-employee Advisor to provide the services described in Exhibit A (the “Services”).

1.2 Standard. Advisor will perform the Services in a professional and workmanlike manner consistent with industry practice.

1.3 Independent Contractor; No Authority. Advisor is an independent contractor and has no authority to bind the Company or otherwise commit the Company to any contract, representation, warranty, liability, debt, or obligation, and will not hold out as having such authority. Without prior written authorization, Advisor shall not make public statements on behalf of the Company, enter into agreements, or incur expenses or obligations in its name. Nothing in this Agreement creates any agency, partnership, joint venture, employment, investment advisor, investment management, or fiduciary relationship between the parties or any of their respective affiliates. The Company acknowledges that it is not relying on the Advisor as a fiduciary or for investment advice, and that all decisions made by the Company are based on its own independent evaluation and judgment. The Advisor does not, and shall not, provide investment advice to the Company, nor shall any of the Services rendered under this Agreement be construed as investment advice, investment management, or a solicitation to buy or sell any security or financial instrument. The Company further acknowledges and agrees that it shall not be considered an “advisory client” of the Advisor for purposes of the Investment Advisers Act (the “Advisers Act”) or any other applicable securities law and shall not be entitled to the protections afforded to advisory clients thereunder.

Term; Termination

2.1 Term. The term commences on the Effective Date and continues until the second (2nd) anniversary of the Effective Date, unless terminated earlier under Section 2.2.

2.2 Termination for Material Breach. Either party may terminate this Agreement, effective immediately upon written notice, for material breach of this Agreement by the other party hereto that is not cured within five (5) business days after written notice thereof. Material breaches of this Agreement include, but are not limited to, (i) fraud, willful misconduct, or gross negligence by Advisor; (ii) material breach of this Agreement or of applicable law; (iii) breach of confidentiality or use of material non-public information; (iv) failure to disclose and resolve conflicts of interest; (v) any act or omission that results in a regulatory bar, sanction, or disqualification event materially impairing Advisor’s ability to perform the Services; or (vi) the failure of Advisor to provide the Services in accordance with this Agreement, as determined by the Company in its good faith discretion.

2.3 Effect. Upon termination of this Agreement, Advisor shall cease providing the Services on the effective date of such termination. Termination shall not affect liabilities or obligations incurred or arising from transactions initiated under this Agreement prior to such termination, which shall survive any expiration or termination of this Agreement.

Compensation

3.1 Restricted Stock Award. On the Effective Date (the “Vesting Commencement Date”) or promptly thereafter, as the sole compensation for the Services, the Company shall issue to Advisor an award of restricted stock (the “Award”) in the number of shares of OceanPal common stock identified on Exhibit B on the term and conditions and subject to the terms set forth in this Section 3.

3.2 Vesting. The shares subject to the Award will vest over the period of time listed in Exhibit B, with no vesting during the Initial Service Period (identified in Exhibit B), and upon completion of the Initial Service Period, the Award shall vest in equal monthly installments over the number of months specified in Exhibit B, subject to Advisor’s continuous Services to the Company and good standing through each applicable vesting date. Notwithstanding the foregoing, upon the occurrence of a change in control of the Company, 100% of the Award shall vest as of the date of the change in control.

3.3. Repurchase. If Service terminates before full vesting of the Award, the unvested portion of the Award shall be subject to the Company’s repurchase at the original purchase price or forfeiture, at the Board of Directors of OceanPal’s sole discretion. The Board of Directors of OceanPal (or its delegate) may accelerate release in its discretion (including upon termination without cause, death, or disability).

3.4 Adjustments; Policies; Transfer. The Award is subject to adjustment for equity splits and similar events, the applicable equity plan (if any), right-of-first-refusal and market-standoff/lock- up provisions, and the Company’s written policies (including insider-trading/crypto-trading and any clawback policy).

3.5 No Transaction-Based Compensation. Advisor is not acting as a broker-dealer and will not receive transaction-based compensation or engage in any activity requiring broker-dealer registration. Any investor solicitation will be handled under a separate agreement by a registered placement agent, if applicable.

3.6 Expenses. The Company will reimburse reasonable, pre-approved, and documented out- of-pocket expenses incurred in performing the Services, consistent with applicable policy.

3.7 Taxes. The Company shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on the Advisor’s behalf. However, the Company may file informational returns with the appropriate federal and state agencies regarding such payments. The Advisor is solely responsible for the payment of all taxes and contributions on the Advisor’s behalf.

3.8 Lockup Restrictions. The Award shall be subject to all lockup, market standoff, and transfer restrictions imposed by applicable securities laws and exchange rules. A legend may be placed on any certificate(s) or other document(s) delivered to Advisor indicating restrictions on transferability of the Award shares of pursuant to this Agreement or any other restrictions that the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any applicable federal or state securities laws or any stock exchange on which the Award shares are then listed or quoted.

Confidentiality; IP; Conflicts

4.1 Confidentiality. Advisor will keep all Confidential Information strictly confidential and use it solely to perform the Services, except as required by law or regulator. “Confidential Information” means all non-public information relating to NEAR, the Company, target companies, financial data, strategic plans and strategies, trading or investment strategies, systems, methodologies and results, investment positions, risk management models, revenue models, quantitative and other strategies and methodologies, procedures and techniques, pricing and other financial information, lists of investors, vendors and suppliers, any confidential information of any such investors, vendors or suppliers, and any other proprietary information and processes furnished or disclosed (whether written or orally) by the Company or learned in connection with the Services.

4.2 Work Product. To the extent any protectable work product is created for the Company, it is a work-made-for-hire or is assigned to the Company.

4.3 Conflicts. Advisor will promptly disclose any actual or potential conflict of interest. Advisor shall not undertake such conflicting engagement without the Company’s prior written consent..

4.4 Survival. The obligations under this Section 4 shall survive the termination or expiration of this Agreement for a period of two (2) years; provided that with respect to trade secrets, such obligations shall survive for so long as such information remains a trade secret under applicable law.

Representations and Warranties.

5.1 Mutual Representations. Each party hereto represents and warrants to each other that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; and (b) its performance under this Agreement will not violate any applicable laws or regulations.

5.2 Advisor Representations. The Advisor is not registered or licensed as an investment adviser, broker-dealer, or other regulated financial institution under the Advisers Act, the U.S. Securities Exchange Act of 1934, or any other applicable securities laws.

5.3 Warranty Disclaimer. Except as expressly set forth in this Agreement, the parties hereto make no warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.

Compliance; MNPI

Advisor will comply with applicable laws and shall adopt and maintain internal policies and procedures reasonably acceptable to the Company with respect to the foregoing. Advisor shall not trade and shall cause its affiliates and personnel not to trade, in such assets while in possession of material non-public information concerning the Company.

Indemnification; Limitation

7.1 Indemnity (Company). The Company will defend and indemnify Advisor and its affiliates, and their respective directors, officers, employees, and agents from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees)arising from Services performed at its direction, except to the extent arising from Advisor’s gross negligence or willful misconduct.

7.2 Indemnity (Advisor). Advisor will defend and indemnify the Company, and their affiliates, and their respective directors, officers, employees, and agents from claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees)arising from Advisor’s breach of this Agreement arising from or relating to: (i) any material breach of this Agreement by Advisor; (ii) advisor’s gross negligence, willful misconduct, or violation of law; (iii) any regulatory violations or governmental investigations arising from Advisor’s actions or omissions; (d) any material misrepresentations made by Advisor to investors, target companies, or other third parties; (e) any material conflicts of interest not properly disclosed in writing to NEAR; and (f) any violations of securities laws, crypto regulations, or other applicable laws arising from or related to Advisor’s performance of Services.

7.3 Limitation. Neither party hereto shall be liable for indirect, special, or consequential damages. The limitations of this Section shall not apply to liability arising from (i) indemnification obligations, (ii) confidentiality and intellectual property obligations, or (iii) fraud, willful misconduct, or gross negligence. The right of any party to indemnification as provided herein shall be cumulative of, and in addition to, any and all rights to which such party may otherwise be entitled by contract or as a matter of law or equity and shall extend to such party’s successors, assigns and legal representatives. Nothing herein shall in any way constitute a waiver or limitation of any rights which the undersigned may have under any applicable law.

7.4 Procedures. Promptly after receipt of notice of any claim or of the commencement of any action or proceeding involving a claim, the indemnified party shall give written notice to the indemnifying party of the receipt of such claim or the commencement of such action or proceeding; provided, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. The parties and their counsel shall cooperate in responding to, defending and endeavoring to settle any proceedings or claims that may be subject to indemnification pursuant to this Section 7. Without limiting the generality of the immediately preceding sentence, the indemnifying party shall be entitled to participate in and to assume the defense thereof to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to the indemnified party of the indemnifying party’s election to assume the defense thereof, the indemnifying party shall not be liable for expenses subsequently incurred by the indemnified party without the consent of the indemnifying party (which shall not be unreasonably withheld) in connection with the defense thereof. Without the indemnified party’s consent, the indemnifying party will not consent to entry of any judgment in or enter into any settlement of any such action or proceeding which does not include as an unconditional term thereof the giving by every claimant or plaintiff to the indemnified party of a release from all liability in respect of such claim or litigation.

Publicity

The Parties shall not announce Advisor’s engagement without mutual written consent, except as required by law or stock-exchange rules.

General

9.1 Assignment. Any assignment of this Agreement (in whole or in part) requires the non- assigning party’s written consent and any attempt to assign this Agreement or any of the rights or obligations herein other than pursuant to the terms hereof shall be null and void.

9.2 Governing Law; Exclusive Forum. This Agreement is governed by the laws of the State of Delaware, without regard to conflicts principles. The parties irrevocably and exclusively submit to the state and federal courts located in the State of Delaware for any action arising out of or relating to this Agreement, and waive any objection to venue or forum non conveniens.

9.3 Entire Agreement; Amendments. This Agreement (with Exhibit A and any definitive award documents) is the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. This Agreement may be amended only by a signed writing by both parties hereto.

9.4 Counterparts; E-Signatures. This Agreement may be executed in counterparts and by electronic signature.

9.5 Waivers. Each party may by written consent waive, either prospectively or retrospectively and either for a specified period of time or indefinitely, the operation or effect of any provision of this Agreement. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof, nor shall any waiver of any such right constitute any further waiver of such or any other right hereunder. No waiver of any right by any party hereto shall be construed as a waiver of the same or any other right at any other time.

9.6 Notices. Except as otherwise expressly provided in this Agreement, whenever any notice is required or permitted to be given under any provision of this Agreement, such notice shall be in writing, shall be signed by or on behalf of the party giving the notice and shall be mailed by first class mail or sent by courier or by email (including email with an attached PDF) or other electronic transmission with confirmation of transmission to the other party at the address set forth below or to such other address as a Party may from time to time specify to the other party by such notice hereunder.

If to the Advisor:

[•]

Email: [•]

If to the Company:

[•]

Any such communications, notices, instructions or disclosures shall be deemed duly given when deposited by first class mail address as provided above, when delivered to such address by courier or when sent by email (including email with an attached PDF) or other electronic transmission (with the receipt confirmed).

9.7 Force Majeure. No party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays or defects arise out of causes beyond the control and without the fault or negligence of the offending party. Such causes may include, but are not restricted to, acts of God or of the public enemy, terrorism, acts of the state in its sovereign capacity, fires, floods, earthquakes, power failure, tariffs, government regulations or executive orders, disabling strikes, epidemics, pandemics, quarantine restrictions and freight embargoes.

9.8 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable, by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof.

9.9 Specific Performance. All rights, remedies and powers of a party are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers given hereby or any laws now existing or hereafter enacted. Each party acknowledges and agrees that if it breaches any obligations hereunder, the other party may suffer immediate and irreparable harm for which monetary damages alone shall not be a sufficient remedy, and that in addition to all other remedies that the nonbreaching party may have, the nonbreaching party shall be entitled to seek injunctive relief, specific performance or any other form of relief in a court of competent jurisdiction, including, but not limited to, equitable relief, to remedy a breach or threatened breach hereof by the breaching party and to enforce this Agreement, and the breaching party hereby waives any and all defenses and objections it may have on grounds of jurisdiction and venue, including, but not limited to, lack of personal jurisdiction and improper venue, and waives any requirement for the securing or posting of any bond in connection with such remedy or to prove the inadequacy of monetary damages.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the Effective Date.

SOVEREIGNAI SERVICES LLC
Signature:	[•]
Name:	[•]
Title:	[•]
ADVISOR:
Signature:	[•]
Name:	[•]

Exhibit A — Services

[•]

Exhibit B – Awards

Grantee	Total Award<br><br> <br>Shares	Initial Service<br><br> <br>Period (No<br><br> <br>Vesting)	Monthly Vesting<br><br> <br>Period (Linear<br><br> <br>Vesting)	Monthly<br><br> <br>Installment<br><br> <br>(Base)
[•]	[•]	[•]	[•]	[•]