Scully Royalty Ltd SEC Filings

Scully Royalty Ltd. reported that its Board of Directors has terminated the company’s CEO and has begun a search for a new chief executive officer. This development was disclosed through a press release issued by MILFAM LLC on January 12, 2026, which is attached to the report as Exhibit 99.1. The change signals a leadership transition at the top of the company, with details about the circumstances and future plans contained in the accompanying press release.

Scully Royalty Ltd. reported much stronger results for the six months ended June 30, 2025. Revenue edged up to $18.6 million from $18.1 million, but the key change was profitability: net loss attributable to shareholders narrowed to $2.0 million (or $0.14 per share) from $19.9 million, and EBITDA turned positive at $4.3 million versus negative $12.2 million a year earlier, mainly because there was no repeat of the prior year’s $18.6 million impairment on assets held for sale and due to fair value gains.

The core iron ore royalty segment generated $10.2 million of revenue, down slightly from $10.6 million as lower volumes and prices offset the premium pricing of high-grade ore, while merchant banking revenue increased to $3.5 million, helped by stronger industrial real estate income and a weaker Canadian dollar. Management is actively rationalizing non-core businesses: assets held for sale totaled $85.9 million, about 20% of total assets, and produced $4.9 million of revenue in the first half.

Liquidity remained solid, with cash rising to $25.2 million, short-term securities of $24.7 million, working capital of $141.0 million and a low net debt-to-equity ratio of 0.05. The company maintains a dividend policy and previously paid a $0.37 per share dividend in February 2025, while also facing an ongoing proxy contest with MILFAM LLC over board composition and related court proceedings in the Cayman Islands.

Scully Royalty Ltd. received an updated ownership and governance disclosure from the Miller/Subin group through Amendment No. 6 to a Schedule 13D. Neil S. Subin reports beneficial ownership of 1,985,952 common shares, representing 13.0% of Scully Royalty’s common shares, based on 15,226,351 shares outstanding as of November 24, 2025. MILFAM LLC separately reports beneficial ownership of 1,957,597 shares, or 12.9%, with multiple Miller family trusts and related entities listed as record owners.

The amendment mainly updates the results of the annual general meeting held on December 27, 2025, where shareholders elected Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers to the board. The filing notes that Wichers is Vice President of MILFAM LLC and a director of Alimco Financial Corporation, and that Alan Howe is also an Alimco director. Both Wichers and Howe disclaim beneficial ownership of Scully Royalty common shares held by MILFAM and Alimco Re.

Scully Royalty Ltd. reported that its board of directors has postponed the company’s annual general meeting of shareholders to allow a hearing before the Cayman Islands Court of Appeal regarding the validity of director nomination notices submitted by MILFAM LLC. The company states it is aware that MILFAM publicly indicated it intended to proceed with the meeting on its own and to treat its nominees as the company’s directors.

Scully Royalty advises that the postponed meeting has not taken place, and that the current board of directors remains in place. The company also notes that it has informed MILFAM of the claimed invalidity of MILFAM’s unilateral actions and that it reserves all rights against MILFAM, its proposed nominees, and joint actors, while urging shareholders to rely only on official company communications for the rescheduled meeting details.

Scully Royalty Ltd. has appealed a December 19, 2025 decision of the Grand Court of the Cayman Islands related to whether the director nominations submitted by MILFAM LLC met the timing requirements in the Company’s governing documents. In connection with this, the Company has temporarily postponed its annual general meeting, which had been scheduled for December 27, 2025, so that a hearing can be held before the Cayman Islands Court of Appeal as soon as practicable.

The postponement was approved by the board of directors following a recommendation from the Compensation, Nominating and Corporate Governance Committee. The board cites the need to reduce uncertainty from the court decision and appeal, to give shareholders time to review MILFAM’s purported nominations, and to ensure the meeting is conducted in an orderly manner with full disclosure of material information by all parties.

Scully Royalty Ltd. investors led by Neil S. Subin report significant ownership and a key court outcome. Subin reports beneficial ownership of 1,985,952 common shares, representing 13.0% of Scully Royalty’s common shares. MILFAM LLC reports beneficial ownership of 1,957,597 shares, or 12.9%, through various Miller family trusts, partnerships, and related entities. These percentages are based on 15,226,351 common shares outstanding as of November 24, 2025.

The amendment also discloses a ruling from the Grand Court of the Cayman Islands. On December 19, 2025, the court issued an order declaring that Milfam’s Notice of Director Nomination dated November 25, 2025 was validly delivered and complied with the timing requirements in Scully Royalty’s amended and restated memorandum and articles of association. The order is filed as an exhibit to this amendment.

Scully Royalty Ltd. provided an update on its annual general meeting scheduled for December 27, 2025, in response to a dissident proxy effort by MILFAM LLC. The company says MILFAM’s director nomination notice did not comply with its advance notice provisions, including timing requirements, and has advised that MILFAM’s nominees will not be considered at the meeting. MILFAM has applied to the Cayman Island Grand Court for a declaration that its notice was valid, and the company is contesting that application.

Scully Royalty states that MILFAM’s dissident circular and accompanying gold proxy are invalid and that any votes cast for MILFAM’s director candidates will not be effective. It explains that only the management nominees listed in its proxy statement dated November 28, 2025 are eligible for election and encourages shareholders to support them using the WHITE proxy, noting that those who already voted on the gold proxy may still submit a WHITE proxy.