Scully Royalty Ltd. (NYSE: SRL) explains AGM delay amid MILFAM nomination challenge

Rhea-AI Filing Summary

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.

Insights

Corporate governance & securities law analyst

Scully Royalty discloses a contested shareholder meeting and pending appeal.

Scully Royalty Ltd. explains that its annual general meeting was postponed so a Cayman Islands Court of Appeal hearing can address the validity of nomination notices submitted by MILFAM LLC. This indicates an active governance dispute focused on who can be nominated and how, but it does not itself change the company’s operations or capital structure in the excerpt provided.

The company states that it has told MILFAM that its attempt to proceed unilaterally with the meeting and install nominees is invalid, and that it reserves all rights against MILFAM, its proposed nominees, and joint actors. This signals that the dispute is being handled through formal legal and corporate channels rather than being resolved by consent.

For investors, the key factual point is that, according to the company, the postponed meeting has not occurred and the existing board remains in place until a properly scheduled meeting is held following the appellate process. Subsequent company communications and court outcomes will clarify how the governance structure may evolve.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2025

Commission File No.: 001-04192

(Translation of Registrant's name into English)

c/o Room 2302, 23/F, Oriental Center, 31 Wujiang Road, Shanghai, China 200041

(Address of office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

x Form 20-F ¨ Form 40-F

NEWS RELEASE

1 (844) 331 3343

info@scullyroyalty.com

SCULLY ROYALTY CORRECTS RECORD REGARDING POSTPONED ANNUAL GENERAL MEETING

NEW YORK (December 29, 2025) – Scully Royalty Ltd. (the "Company") (NYSE: SRL) affirmed today that, further to its news release on December 24, 2025, the Company’s board of directors postponed the annual general meeting (the "Meeting") of shareholders to allow a hearing before the Cayman Islands Court of Appeal as soon as reasonably practicable regarding the validity of the prior notice of direction nominations of MILFAM LLC ("MILFAM").

The Company is aware of MILFAM’s press release stating that it intended to unilaterally proceed with the Meeting, and thereafter that its nominees would be the directors of the Company. The Company has informed MILFAM of the invalidity of its unilateral actions and that it reserves all rights against MILFAM and its proposed nominees and joint actors. The Company advises that the postponed Meeting has not yet occurred and that the current board of directors remains in place. The Company urges all shareholders to only rely on official communications from the Company, including regarding the postponement and official re-scheduling time and date of the Meeting.

-1-

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.

SCULLY ROYALTY LTD.
By:	/s/ Samuel Morrow
	Samuel Morrow
	Chief Executive Officer and Chief Financial Officer

Date:  December 29, 2025

FAQ

Why did Scully Royalty Ltd. (SRL) postpone its annual general meeting?

The board of Scully Royalty Ltd. postponed the annual general meeting to allow a hearing before the Cayman Islands Court of Appeal regarding the validity of director nomination notices submitted by MILFAM LLC.

Has Scully Royalty Ltd.'s postponed shareholder meeting taken place yet?

No. The company advises that the postponed annual general meeting has not yet occurred, and that shareholders should await official information on the rescheduled time and date.

Who currently serves as directors of Scully Royalty Ltd. (SRL)?

The company states that its current board of directors remains in place, and that MILFAM’s nominees are not recognized as directors based on MILFAM’s unilateral actions.

What is the dispute between Scully Royalty Ltd. and MILFAM LLC about?

The dispute concerns the validity of MILFAM LLC’s prior notice of direction nominations for directors and MILFAM’s stated intention to proceed with the annual meeting unilaterally, which the company says is invalid.

How does Scully Royalty Ltd. say shareholders should get information about the meeting?

Scully Royalty urges shareholders to rely only on official communications from the company, including those about the postponement and the future rescheduled time and date of the annual general meeting.

What steps has Scully Royalty Ltd. taken in response to MILFAM LLC's actions?

The company has informed MILFAM LLC that its unilateral actions are considered invalid and states that it reserves all rights against MILFAM, its proposed nominees, and joint actors, while pursuing a hearing before the Cayman Islands Court of Appeal.