Scully Royalty Ltd. filings document a foreign private issuer that reports on a royalty-based business, including an iron ore royalty interest, industrial projects, merchant banking activities, financial results, and business and asset updates. Its Form 20-F and half-year materials include audited or unaudited financial statements, management discussion and analysis, operating disclosures, risk factors, and capital-structure information for its common shares.
Its Form 6-K current reports also record material events and governance matters, including annual general meeting materials, proxy statement supplements, director nomination procedures under its Memorandum and Articles of Association, court-related meeting disclosures, board election results, committee composition, and leadership changes.
Scully Royalty Ltd. (SRL) received an amended Schedule 13D (Amendment No. 6) from a reporting group led by Peter R. Kellogg and affiliated entities, which together report significant beneficial ownership of the company’s common shares. On September 14, 2026, certain members of this group delivered a Notice of Requisition for an extraordinary general meeting pursuant to the company’s Articles of Association.
The requested meeting would ask shareholders to vote on ordinary resolutions to appoint four director nominees — Jerrod Freund, Mark Holliday, Nimesh Patel and Skyler Wichers — to succeed current directors Michael J. Smith, Dr. Shuming Zhao, Silke S. Stenger and Jochen Dumler. If those ordinary resolutions are later found ineffective, shareholders would also be asked to consider special resolutions to remove the incumbent directors (and any director appointed by them up to the meeting) and to pass ordinary resolutions appointing the same director nominees.
Scully Royalty Ltd. (SRL) is the subject of an Amendment No. 8 to a Schedule 13D in which a reporting group led by Neil S. Subin and entities associated with the Miller family reports beneficial ownership of 1,985,952 common shares, or 13.0% of the company’s common shares.
On September 14, 2026, certain members of this reporting group delivered a requisition notice requiring Scully Royalty to convene an extraordinary general meeting to vote on ordinary resolutions to appoint four new director nominees, with related special resolutions to remove four incumbent directors if necessary.
Scully Royalty Ltd. announced a leadership change, appointing Chairman Michael J. Smith as interim Chief Executive Officer and interim Chief Financial Officer. He replaces Samuel Morrow, who will continue with the group as a non-executive director with no management duties.
In this interim role, Michael Smith will oversee the company’s executive leadership while candidates are sought for permanent appointments. The company states that it remains committed to disciplined financial oversight during this transition and plans to provide further updates on its executive leadership. Scully Royalty holds a net revenues royalty interest in the Scully Iron Ore Mine in Newfoundland and Labrador, Canada, and various merchant banking and industrial interests globally.
Scully Royalty Ltd. reports that its Board of Directors has adopted a supplemental Advance Notice Policy, effective August 8, 2026, to govern shareholder nominations of directors. The policy is adopted under, and supplements, the company’s Amended and Restated Memorandum and Articles of Association.
The policy sets detailed requirements for a shareholder’s nomination notice, including extensive disclosure about the nominating shareholder, any related parties and participants in a solicitation, and each proposed director nominee. It incorporates U.S. securities law concepts such as Beneficial Ownership, “Affiliate,” “Associate,” and “Synthetic Equity Position” to capture both direct holdings and economic or voting exposure through derivatives.
The policy requires that all information provided be timely updated and free of material misstatements or omissions, and it forbids attempts to circumvent its disclosure requirements through intermediaries or undisclosed group members. The chair of any shareholder meeting has authority to determine whether a nomination complies with the policy, and any non-compliant nomination may be disregarded, rendering the related election void. The Board may amend or repeal the policy, and it will be interpreted broadly, but always subject to the Articles and Cayman Islands law.
Scully Royalty Ltd. reports a change in its external auditor. AOGB CPA Limited, its prior independent registered public accounting firm, previously resigned and ceased serving in that role effective March 11, 2026.
On and effective July 14, 2026, the board of directors approved the engagement of EliteCPA P.C. as the new independent registered public accounting firm for the fiscal year ended December 31, 2025. Scully Royalty plans to include the auditor change disclosures required by Part II, Item 16F to Form 20-F in its Form 20-F for that fiscal year.
Scully Royalty Ltd. adopted a new Policy on Shareholder Reimbursements and Payments, effective July 11, 2026. The policy broadly bars the company and its subsidiaries from reimbursing, paying, guaranteeing or otherwise bearing shareholder-related costs (such as proxy contests or shareholder proposals) undertaken in a shareholder capacity.
Any exception requires full disclosure and a supermajority vote of at least 75% of disinterested voting shares at a shareholder meeting before any payment is made, followed by proper accounting under applicable standards and laws. The policy contains strict anti-circumvention rules, applies to settlements and standstill or cooperation agreements, and allows the board to amend or repeal it only after a 60-day advance public disclosure explaining its process and rationale. Directors, officers, and employees who authorize payments in violation of the policy can be held personally liable, and improper payments are recoverable and related agreements voidable. The company also noted that its common shares resumed NYSE trading on July 8, 2026 under the symbol SRL.
Scully Royalty Ltd. filed an amended Form 3 for reporting person Alan B. Howe. This amendment reports no insider transactions or holdings, and the transaction summary shows zero buys, sells, exercises, gifts, or other changes in ownership. It functions as an updated disclosure of insider status rather than a record of trading activity.
Scully Royalty Ltd. filed an amended Form 3 for reporting person Jerrod M. Freund. The amendment lists no reportable transactions, with buy, sell, exercise, gift, tax-withholding, and restructuring counts all shown as zero in the transaction summary.