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. filed an amended Form 6-K stating that its Board of Directors and management remain unchanged after a judgment by the Grand Court of the Cayman Islands, which found that resolutions pursued by the Milfam Group at a purported shareholders’ meeting were invalid and legally ineffective. The company says news releases and SEC filings made since January 1, 2026 by the Milfam Group purporting to act for Scully were unauthorized, misleading and inaccurate and should be disregarded, and it formally rescinds two prior Form 6-Ks filed in January 2026. Scully reports that its auditor, AOGB CPA Limited, resigned effective March 11, 2026, and that it missed the filing deadline for its Form 20-F for the year ended December 31, 2025, leading to a New York Stock Exchange notice of non-compliance and suspension of trading in its common shares on May 12, 2026. The company is working to appoint a new auditor, complete and file the delayed Form 20-F, cure the NYSE filing delinquency, and then reassess its 2026 dividend policy.
Scully Royalty Ltd. director Jerrod M. Freund filed an initial insider ownership report. This Form 3 filing establishes his status as a director of the company but does not list any specific share holdings or transactions. It serves as a baseline disclosure of his insider position under SEC rules.
Scully Royalty Ltd. director Alan B. Howe has filed an initial beneficial ownership report on Form 3. This filing formally identifies him as a director of the company and, in the provided data, shows no reported purchases, sales, gifts, or derivative transactions, making it a routine administrative disclosure.
Scully Royalty Ltd. reports that shareholders elected a new slate of five directors at its annual general meeting, replacing the prior board members who did not receive a majority of votes cast. The new board consists of Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers, who are pursuing a transition plan for the company.
On December 28, the new board appointed Skyler Wichers as Chairman and reconstituted key committees. The Audit Committee now includes Jerrod Freund, Mark Holliday, and Alan Howe, chaired by Alan Howe. The Compensation Committee includes Jerrod Freund, Nimesh Patel, and Skyler Wichers, chaired by Nimesh Patel, and the Nominating and Governance Committee includes Mark Holliday, Alan Howe, and Skyler Wichers, chaired by Mark Holliday.
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.