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Capital Stock and Changes in Capital Accounts
 12 Months Ended
Dec. 31, 2024
Capital Stock and Changes in Capital Accounts [Abstract]  
Capital Stock and Changes in Capital Accounts
 
 
 
 
 
 
 
11.
 
Capital Stock and Changes in Capital Accounts
a)
 
Preferred stock
:
 
As of December 31, 2024, and 2023, the
 
Company’s authorized preferred stock
consists of
50,000,000
 
shares, respectively
 
(all in
 
registered form),
 
par value
 
$
0.01
 
per share,
 
of which
1,000,000
 
shares
 
are
 
designated
 
as
 
Series
 
A
 
Participating
 
Preferred
 
Shares,
5,000,000
 
shares
 
are
designated as
 
Series B
 
Preferred Shares,
10,675
 
shares are designated
 
as Series
 
C Preferred
 
Shares and
400
 
shares
 
are
 
designated
 
as
 
Series
 
D
 
Preferred
 
Shares.
 
As
 
of
 
December
 
31,
 
2024
 
and
 
2023,
 
the
Company had
zero
 
Series A Participating Preferred Shares issued and outstanding.
b)
 
Series
 
B
 
Preferred
 
Stock:
 
As
 
of
 
December
 
31,
 
2024,
 
and
 
2023,
 
the
 
Company
 
had
2,600,000
Series B Preferred
 
Shares issued and
 
outstanding with
 
par value $
0.01
 
per share, at
 
$
25.00
 
per share and
with liquidation preference
 
at $
25.00
 
per share.
Holders of Series B Preferred Shares have no voting rights
other than the ability, subject to certain exceptions, to elect one director if dividends for six quarterly
dividend periods (whether or not consecutive) are in arrears and certain other limited protective voting
rights.
 
Also, holders of Series B Preferred
 
Shares rank prior to the holders
 
of common shares with respect
to dividends,
 
distributions and
 
payments upon
 
liquidation and
 
are subordinated
 
to all
 
of the
 
existing and
future indebtedness.
Dividends on the Series
 
B Preferred Shares
 
are cumulative from
 
the date of original
 
issue and are
 
payable
on the 15th
 
day of January, April, July
 
and October of
 
each year at
 
the dividend rate
 
of
8.875
% per annum,
or
 
$
2.21875
 
per
 
share
 
per
 
annum.
 
In
 
2024,
 
2023,
 
and
 
2022,
 
dividends
 
on
 
Series
 
B
 
Preferred
 
Shares
amounted
 
to
 
$
5,769
,
 
$
5,769
 
and
 
$
5,769
,
 
respectively.
 
Since
 
February
 
14,
 
2019,
 
the
 
Company
 
may
redeem, in whole or in part, the Series B Preferred Shares at a redemption price of $
25.00
 
per share plus
an amount equal
 
to all accumulated
 
and unpaid dividends thereon
 
to the date
 
of redemption, whether
 
or
not declared.
 
c)
 
Series
 
C
 
Preferred
 
Stock
:
 
As
 
of
 
December
 
31,
 
2024,
 
and
 
2023,
 
the
 
Company
 
had
10,675
shares of Series C Preferred Stock, issued and outstanding, with par value $
0.01
 
per share, owned by an
affiliate of its Chief Executive Officer, Mrs. Semiramis Paliou.
The Series C Preferred Stock votes with the
common shares of the Company, and each share entitles the holder thereof to 1,000 votes on all matters
submitted to a vote of the shareholders of the Company.
 
The Series C Preferred Stock has no dividend
 
or
liquidation rights
 
and
 
cannot
 
be
 
transferred
 
without the
 
consent
 
of
 
the
 
Company
 
except
 
to
 
the
 
holder’s
affiliates and immediate family members.
d)
 
Series D Preferred Stock
: As of December 31, 2024, and 2023, the Company had
400
 
shares of
Series D Preferred Stock, issued and outstanding,
 
with par value $
0.01
 
per share, owned by an affiliate of
its Chief
 
Executive Officer,
 
Mrs. Semiramis
 
Paliou.
 
The Series
 
D Preferred Stock
 
is not
 
redeemable and
has
no
 
dividend or
 
liquidation rights.
The Series D Preferred Stock vote with the common shares of the
Company, and each share of the Series D Preferred Stock entitles the holder thereof to up to 200,000
 
 
 
 
 
 
 
 
 
 
 
votes,
 
on
 
all
 
matters
 
submitted
 
to
 
a
 
vote
 
of
 
the
 
stockholders
 
of
 
the
 
Company,
 
provided
 
however,
 
that,
notwithstanding any other
 
provision of the
 
Series D Preferred
 
Stock statement of
 
designation, to the
 
extent
that the total number
 
of votes one or
 
more holders of Series
 
D Preferred Stock
 
is entitled to vote
 
(including
any voting power of such holders derived from Series D Preferred
 
Stock, shares of Common Stock or any
other voting security of the
 
Company issued and outstanding as of
 
the date hereof or that
 
may be issued
in the
 
future) on any
 
matter submitted to
 
a vote
 
of stockholders of
 
the Company would
 
exceed
36.0
% of
the total number
 
of votes eligible
 
to be cast on
 
such matter, the total
 
number of votes
 
that holders of
 
Series
D Preferred Stock may exercise derived
 
from the Series D Preferred Stock
 
together with Common Shares
and any
 
other voting
 
securities of
 
the
 
Company beneficially
 
owned by
 
such holder,
 
shall be
 
reduced to
36
% of the total number of votes that may be cast on such matter submitted
 
to a vote of stockholders.
e)
 
Issuance
 
and Repurchase
 
of
 
Common Shares:
In
 
2022, the
 
Company repurchased
 
under its
share repurchase program
820,000
 
shares of common stock,
 
at an average price
 
of $
4.56
 
per share, for
an
 
aggregate
 
cost
 
of
 
$
3,799
,
 
including
 
expenses.
 
Also,
 
the
 
Company
 
issued
 
under
 
its
 
ATM
 
program
877,581
 
shares of
 
common stock,
 
at an
 
average price
 
of $
6.27
 
per share
 
and received
 
net proceeds
 
of
$
5,322
, and
16,453,780
 
shares of common stock, at an average price of $
4.13
, for the acquisition of
eight
vessels, upon exercise of warrants issued to the vessels’ sellers.
 
In
 
2023,
 
the
 
Company
 
issued
2,033,613
 
shares
 
of
 
common
 
stock,
 
at
 
$
3.84
,
 
for
 
the
 
acquisition
 
of
 
one
vessel, upon
 
exercise of
 
a warrant
 
issued to
 
the vessel’s
 
sellers (Note
 
6). The
 
Company did
no
t receive
any proceeds from the exercise of the warrants
 
in 2022 and 2023, and the value of
 
the shares issued was
included in vessels, net.
 
On December 2,
 
2024, the Company commenced
 
a tender offer
 
to purchase up
 
to
15,000,000
 
shares of
its outstanding common stock,
 
at $
2.00
 
per share, using funds
 
available from cash and
 
cash equivalents
(Note 17).
f)
 
Dividend on Common Stock:
On March 21,
 
2022, the Company paid
 
a dividend on its
 
common
stock of
 
$
0.20
 
per share,
 
to its
 
shareholders of
 
record as
 
of March
 
9, 2022.
 
On June
 
17, 2022,
 
the Company
paid a dividend on its common stock of
 
$
0.25
 
per share, to its shareholders of record as
 
of June 6, 2022.
On
 
August
 
19,
 
2022,
 
the
 
Company
 
paid
 
a
 
dividend
 
on
 
its
 
common
 
stock
 
of
 
$
0.275
 
per
 
share,
 
to
 
its
shareholders of record as of August 8, 2022. On December 15, 2022, the Company paid a
 
dividend on its
common stock of $
0.175
 
per share, to its shareholders
 
of record as of November
 
28, 2022. During 2022,
the Company paid total cash dividends on common stock amounting
 
to $
79,812
.
On March
 
20, 2023, the
 
Company paid
 
a dividend of
 
$
0.15
 
per share, or
 
$
15,965
, to
 
its shareholders of
record as of March 13, 2023. On July 10, 2023, the Company distributed a dividend of $
0.15
 
per share to
all shareholders of record as
 
of June 12, 2023, and
 
paid $
12,424
 
in cash to its shareholders
 
who elected
to receive cash
 
and distributed
965,044
 
newly issued common shares
 
to its shareholders
 
who elected to
receive
 
shares.
 
On
 
September
 
8,
 
2023,
 
the
 
Company
 
distributed
 
a
 
dividend
 
of
 
$
0.15
 
per
 
share
 
to
 
all
shareholders of record as
 
of August 14, 2023, and
 
paid $
13,041
 
in cash to its shareholders
 
who elected to
receive
 
cash
 
and
 
distributed
831,672
 
newly
 
issued
 
common
 
shares
 
to
 
its
 
shareholders
 
who
 
elected
 
to
receive
 
shares.
 
On
 
December
 
4,
 
2023,
 
the
 
Company
 
distributed
 
a
 
dividend
 
of
 
$
0.15
 
per
 
share
 
to
 
all
shareholders of record
 
as of November
 
27, 2023 in
 
the form of
 
common stock and
 
distributed
4,831,777
newly issued common shares.
On March
 
12, 2024,
 
the Company
 
paid a
 
cash dividend
 
on its
 
common stock
 
of $
0.075
 
per share,
 
or $
8,989
to shareholders of record
 
as of March 5,
 
2024. On June 18,
 
2024, the Company paid a
 
cash dividend on
its common
 
stock of
 
$
0.075
 
per share,
 
or $
9,379
, to
 
shareholders of
 
record as
 
of June
 
12, 2024.
 
On August
30,
 
2024,
 
the
 
Company
 
paid
 
a
 
cash
 
dividend
 
on
 
its
 
common
 
stock
 
of
 
$
0.075
 
per
 
share,
 
or
 
$
9,384
,
 
to
shareholders of record as of
 
August 15, 2024. On
 
December 18, 2024, the
 
Company paid a cash
 
dividend
on its common stock of $
0.01
 
per share, or $
1,252
, to shareholders of record as of December 11, 2024.
g)
 
Dividend in Kind
:
On December 15, 2022,
 
the Company distributed the
 
Company’s investment in
the Series D Preferred
 
Shares of OceanPal in
 
the form of a stock
 
dividend amounting to $
18,189
, or $
0.18
per
 
share,
 
to
 
its
 
shareholders
 
of
 
record
 
as
 
of
 
November
 
28,
 
2022.
 
On
 
June
 
9,
 
2023,
 
the
 
Company
distributed the Company’s investment in the Series
 
D Preferred Shares of OceanPal in
 
the form of a stock
dividend amounting to $
10,761
, or $
0.10
 
per share, to its shareholders of record as of April 24, 2023.
 
h)
 
Warrants:
On December 14, 2023, the Company distributed
22,613,070
 
warrants to its shareholders
of
 
record
 
on
 
December
 
6,
 
2023.
 
Holders
 
received
 
one
 
warrant
 
for
 
every
 
five
 
shares
 
of
 
issued
 
and
outstanding
 
shares
 
of
 
common
 
stock
 
held
 
as
 
of
 
the
 
record
 
date
 
(rounded
 
down
 
to
 
the
 
nearest
 
whole
number for any
 
fractional warrant. Each Warrant
 
entitles the holder
 
to purchase, at
 
the holder’s sole and
exclusive election, at the exercise price of
 
$
4
 
per warrant,
one
 
share of common stock plus a
 
bonus share
fraction. A bonus share fraction entitles a holder to receive
 
an additional part of a share of common stock
for each
 
warrant exercised
 
without payment
 
of any
 
additional exercise
 
price. In
 
2023,
no
 
warrants were
exercised.
In
 
2024,
 
the
 
Company
 
issued
 
9,837,680
 
shares
 
of
 
common
 
stock,
 
having
 
a
 
value
 
of
 
$
28,047
,
 
net
 
of
expenses, or $
2.86
 
per share, upon the exercise of
6,392,765
 
warrants issued in 2023 and distributed as
dividend to
 
the Company’s
 
shareholders. The
 
Company received $
24,195
 
in proceeds,
 
net of
 
fees, from
the
 
exercise of
 
warrants. If
 
all
 
warrants were
 
exercised as
 
of
 
December 31,
 
2024, the
 
Company would
have issued
36,369,395
 
shares of
 
common stock
 
with a
 
fair value
 
of $
80,049
 
and would
 
have received
$
90,452
 
of
 
gross
 
proceeds.
 
The
 
warrants
 
were
 
measured
 
on
 
the
 
date
 
of
 
distribution
 
at
 
fair
 
value,
determined through
 
Level 1
 
account hierarchy,
 
being the
 
opening price
 
of the
 
warrants on
 
the NYSE
 
on
the date of distribution
 
as they are listed
 
under the ticker DSX_W. As
 
of December 31, 2024
 
and 2023,
 
the
warrant liability,
 
measured at
 
fair value,
 
amounted to
 
$
1,802
 
and $
6,332
, respectively.
 
During the
 
years
ended December 31, 2024 and 2023, gain from warrants amounted to $
719
 
and $
1,583
, respectively and
is separately presented in the consolidated statements
 
of income.
i)
 
Incentive
 
Plan:
As
 
of
 
December
 
31,
 
2024,
11,144,759
 
shares
 
remained
 
reserved
 
for
 
issuance
according to the Company’s incentive plan.
Restricted stock in 2024, 2023 and 2022 is analyzed as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
Weighted Average
Grant Date Price
Outstanding as of December 31, 2021
9,514,649
$
2.83
Granted
1,470,000
 
4.15
Vested
(3,118,060)
 
2.86
Outstanding as of December 31, 2022
7,866,589
$
3.07
Granted
1,750,000
 
4.54
Vested
(2,822,753)
 
3.05
Outstanding as of December 31, 2023
6,793,836
$
3.45
Granted
2,300,000
2.96
Vested
(2,996,334)
3.38
Outstanding as of December 31, 2024
6,097,502
$
3.30
 
The
 
fair
 
value
 
of
 
the
 
restricted
 
shares
 
has
 
been
 
determined
 
with
 
reference
 
to
 
the
 
closing
 
price
 
of
 
the
Company’s
 
stock
 
on
 
the
 
date
 
such
 
awards
 
were
 
approved
 
by
 
the
 
Company’s
 
board
 
of
 
directors.
 
The
aggregate
 
compensation
 
cost
 
is
 
recognized
 
ratably
 
in
 
the
 
consolidated
 
statement
 
of
 
income
 
over
 
the
respective vesting periods. In
 
2024, 2023 and 2022,
 
compensation cost amounted
 
to $
10,012
, $
9,938
 
and
$
9,282
,
 
respectively,
 
and
 
is
 
included
 
in
 
general
 
and
 
administrative
 
expenses
 
in
 
the
 
accompanying
consolidated statements of income.
As of
 
December 31,
 
2024 and
 
2023, the
 
total unrecognized cost
 
relating to
 
restricted share
 
awards was
$
11,674
 
and $
14,880
, respectively. As of
 
December 31,
 
2024, the weighted-average
 
period over
 
which the
total compensation cost related to
 
non-vested awards not yet
 
recognized is expected to be
 
recognized is
1.54
 
years.