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Scully Royalty 13% holder moves to replace 4 directors

A 13% shareholder group in Scully Royalty Ltd. has requisitioned an extraordinary general meeting to vote on replacing four incumbent directors with new nominees.

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

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.

Positive

  • A coordinated shareholder group reporting 13.0% ownership is seeking board changes at Scully Royalty Ltd., signaling active engagement in the company’s governance.
  • The requisitioned extraordinary general meeting would let shareholders vote directly on appointing four new directors, potentially broadening board representation.

Negative

  • The move to replace four incumbent directors via an extraordinary general meeting introduces governance uncertainty and the prospect of a contested board transition at Scully Royalty Ltd.

Filing Explained

The board challenge has been requisitioned but not decided; the group reports shared voting power over 13.0% of common shares.

The filing reports that certain members of the reporting group delivered a requisition on September 14, 2026; the company is required to convene an extraordinary general meeting, so the proposed board change is not yet complete.

Shareholders would vote on four nominees replacing four incumbent directors.

A Schedule 13D amendment tracks changes in a holder’s reported stake or stated purpose; this amendment changes the reported purpose to the board-appointment and removal process.

Neil S. Subin reports 1,985,952 common shares, or 13.0%, with shared voting and dispositive power and zero sole voting or dispositive power. The filing says that percentage uses 15,226,351 shares outstanding as of November 24, 2025.

Beneficial ownership (Subin group) 1,985,952 common shares Shares beneficially owned by Neil S. Subin as of the amendment, across listed entities
Ownership percentage (Subin group) 13.0% of common shares Percentage of Scully Royalty Ltd. common shares represented by 1,985,952 shares
Beneficial ownership (MILFAM LLC) 1,957,597 common shares Shares beneficially owned by MILFAM LLC through multiple Miller family-related entities
Ownership percentage (MILFAM LLC) 12.9% of common shares Percentage of Scully Royalty Ltd. common shares represented by 1,957,597 shares
Shares outstanding baseline 15,226,351 common shares Common shares outstanding as of November 24, 2025, per Form 6-K
Alimco Re Ltd. holdings 166,320 common shares (1.1%) Shares and percentage beneficially owned by Alimco Re Ltd.
MFTC, LLC related holdings 353,469 common shares (2.3%) Shares beneficially owned through Susan F. Miller Spousal Trust A-4 and Miller Family Education and Medical Trust
Date of requisition notice September 14, 2026 Date certain reporting group members delivered the EGM requisition notice to the issuer
Schedule 13D regulatory
"are jointly filing a separate on the date hereof reporting their respective beneficial ownership"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficial owner regulatory
"consequently, he may be deemed the beneficial owner of the shares specified"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
extraordinary general meeting regulatory
"to convene an extraordinary general meeting of the members of the Issuer"
ordinary resolutions regulatory
"for the purposes of considering, and if thought fit, passing ordinary resolutions appointing each"
An ordinary resolution is a decision put to a company’s shareholders that is approved by a simple majority of votes cast, similar to a club decision passed when more than half the members agree. It covers routine matters such as electing directors, approving annual accounts or declaring dividends, and matters approved this way bind the company. Investors care because ordinary resolutions determine everyday governance and can change leadership, financial distributions, or policies with only majority support.
special resolutions regulatory
"members of the Issuer are also asked to vote on special resolutions removing each"
Special resolutions are shareholder votes used to approve major, permanent changes to a company—such as altering the rules, approving mergers, or changing capital structure—and they require a higher-than-normal approval level (commonly a substantial supermajority rather than a simple majority). They matter to investors because they can permanently change rights, ownership or strategy; think of them like needing more than a simple majority to pass a company’s equivalent of a constitutional change.
Articles of Association regulatory
"pursuant to Article 16.3 of the Amended and Restated Articles of Association of the Company"
A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in SRL does the Subin-Miller reporting group disclose in this Schedule 13D/A?

The reporting group led by Neil S. Subin discloses beneficial ownership of 1,985,952 common shares of Scully Royalty Ltd., representing 13.0% of the outstanding common shares, based on 15,226,351 shares outstanding as of November 24, 2025.

What governance action is being requested at Scully Royalty Ltd. (SRL)?

Certain members of the reporting group delivered a Notice of Requisition for an Extraordinary General Meeting on September 14, 2026, requiring Scully Royalty to convene a meeting to vote on resolutions appointing four director nominees and, if needed, removing four incumbent directors.

Who are the proposed new directors for Scully Royalty Ltd. in this 13D/A filing?

The requisition asks shareholders to consider appointing Jerrod Freund, Mark Holliday, Nimesh Patel and Skyler Wichers as directors of Scully Royalty Ltd., each succeeding one of the four incumbent directors named in the filing.

Which incumbent directors of SRL are targeted for replacement in the requisitioned meeting?

The resolutions contemplate that the four director nominees would succeed incumbent directors Michael J. Smith, Dr. Shuming Zhao, Silke S. Stenger and Jochen Dumler, as described in the Schedule 13D/A Amendment No. 8.

What share count baseline does the SRL 13D/A Amendment No. 8 use to calculate ownership percentages?

Ownership percentages in Amendment No. 8 are calculated using 15,226,351 common shares outstanding as of November 24, 2025, as reported by Scully Royalty Ltd. in a Form 6-K filed on December 5, 2025.

How much of SRL’s stock does MILFAM LLC report as beneficially owned?

MILFAM LLC reports beneficial ownership of 1,957,597 common shares of Scully Royalty Ltd., representing 12.9% of the outstanding common shares, held through multiple Miller family-related entities and trusts listed in the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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G7T96K107

(CUSIP Number)
Neil S. Subin
2336 SE Ocean Blvd., Suite 400,
Stuart, FL, 34996
(561) 287-5399

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/14/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8, 9, 10 and 11: Represents (i) 48,483 common shares owned of record by MILFAM LLC; (ii) 31,033 common shares, par value $0.001 per share ("common shares"), of Scully Royalty Ltd. (the "Issuer") owned of record by Catherine C. Miller Irrevocable Trust; (iii) 22,456 common shares owned of record by Catherine C Miller Trust A-3; (iv) 215,042 common shares owned of record by Catherine C Miller Revocable Trust; (v) 20,658 common shares owned of record by Kimberley S. Miller GST Trust; (vi) 188,687 common shares owned of record by LIMFAM LLC; (vii) 163,005 common shares owned of record by LIM III Estate LLC; (viii) 64,715 common shares owned of record by Lloyd I. Miller Trust A-1; (ix) 28,355 common shares owned of record by Catherine C Miller Estate; (x) 5,330 common shares owned of record by Lloyd I. Miller, III Irrevocable Trust; (xi) 32,693 common shares owned of record by Miller Great Grandchildren Trust; (xii) 176,735 common shares owned of record by Susan F. Miller Spousal Trust A-4; (xiii) 176,734 common shares owned of record by Miller Family Education and Medical Trust; (xiv) 150,282 common shares owned of record by MILFAM I L.P.; (xv) 428,563 common shares owned of record by MILFAM II L.P.; (xvi) 26,611 common shares owned of record by MILFAM III LLC; (xvii) 40,250 common shares owned of record by Susan F. Miller; and (xviii) 166,320 common shares owned of record by Alimco Re Ltd. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (xviii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein. Note to Row 13: The percentage reported in this Amendment No. 8 to Schedule 13D (this "Amendment No. 8") is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Issuer's Current Report on Form 6-K ("Form 6-K") as filed with the U.S. Securities and Exchange Commission on December 5, 2025).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8, 10 and 11: Represents (i) 22,456 common shares owned of record by Catherine C Miller Trust A-3; (ii) 215,042 common shares owned of record by Catherine C Miller Revocable Trust; (iii) 188,687 common shares owned of record by LIMFAM LLC; (iv) 163,005 common shares owned of record by LIM III Estate LLC; (v) 64,715 common shares owned of record by Lloyd I. Miller Trust A-1; (vi) 176,735 common shares owned of record by Susan F. Miller Spousal Trust A-4; (vii) 176,734 common shares owned of record by Miller Family Education and Medical Trust; (viii) 150,282 common shares owned of record by MILFAM I L.P.; (ix) 428,563 common shares owned of record by MILFAM II L.P.; (x) 26,611 common shares owned of record by MILFAM III LLC; (xi) 48,483 common shares owned of record by MILFAM LLC; (xii) 166,320 common shares owned of record by Alimco Re Ltd.; (xiii) 31,033 common shares owned of record by Catherine C. Miller Irrevocable Trust; (xiv) 20,658 common shares owned of record by Kimberley S. Miller GST Trust; (xv) 32,693 common shares owned of record by Miller Great Grandchildren Trust; (xvi) 5,330 common shares owned of record by Lloyd I. Miller, III Irrevocable Trust; and (xvii) 40,250 common shares owned of record by Susan F. Miller. MILFAM LLC serves as manager, general partner, or advisor of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, consequently, it may be deemed the beneficial owner of the shares specified in clauses (i) through (xvii) of the preceding sentence. MILFAM LLC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8, 10 and 11: Represents (i) 176,735 common shares owned of record by Susan F. Miller Spousal Trust A-4 and (ii) 176,734 common shares owned of record by Miller Family Education and Medical Trust. MFTC, LLC ("MFTC") acts as trustee for the Susan F. Miller Spousal Trust A-4 and the Miller Family Education and Medical Trust, consequently, MFTC may be deemed the beneficial owner of the shares specified in clauses (i) and (ii) of the preceding sentence. MFTC disclaims beneficial ownership of any shares other than to the extent it may have a pecuniary interest therein. Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: The percentage reported in this Amendment No. 8 is based upon 15,226,351 common shares outstanding as of November 24, 2025 (according to the Form 6-K).


SCHEDULE 13D


Neil S. Subin
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin
Date:09/16/2026
MILFAM LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
Alimco Re Ltd.
Signature:/s/ Dylan Cariero
Name/Title:Dylan Cariero/Chief Executive Officer
Date:09/16/2026
Catherine C. Miller Irrevocable Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:09/16/2026
Catherine C Miller Trust A-3
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
Catherine C Miller Revocable Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
Kimberley S. Miller GST Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:09/16/2026
LIMFAM LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
LIM III Estate LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
Lloyd I. Miller Trust A-1
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
Catherine C Miller Estate
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Personal Representative
Date:09/16/2026
Lloyd I. Miller, III Irrevocable Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:09/16/2026
Miller Great Grandchildren Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:09/16/2026
Susan F. Miller Spousal Trust A-4
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/President
Date:09/16/2026
Miller Family Education and Medical Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/President
Date:09/16/2026
MFTC, LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/President
Date:09/16/2026
MILFAM I L.P.
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
MILFAM II L.P.
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
MILFAM III LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:09/16/2026
Susan F. Miller
Signature:/s/ Susan F. Miller
Name/Title:Susan F. Miller
Date:09/16/2026

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