Scully Royalty 35.5% holder seeks to replace 4 directors

A major shareholder group of Scully Royalty Ltd. has requisitioned an extraordinary general meeting to seek replacement of four incumbent directors with its own nominees.

Rhea-AI Filing Summary

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.

Filing Explained

The filing adds that Peter R. Kellogg reports 35.5% beneficial ownership while the proposed board change remains uncompleted.

Schedules 13D and 13G disclose ownership above 5%; this amendment reports the reporting group’s stated holdings and its September 14 requisition for an extraordinary general meeting.

Peter R. Kellogg reports 5,400,010 common shares, or 35.5% of the class, including 5,365,010 shares with shared voting and dispositive power.

The requisition requires the company to proceed toward an EGM to consider replacing four incumbent directors, but the filing does not report that the meeting or proposed board changes have been completed; the structural effect remains a proposed board change.

Key Figures

Shares beneficially owned by Peter R. Kellogg: 5,400,010 shares Ownership percentage of Peter R. Kellogg: 35.5% Shares beneficially owned by Charles K. Kellogg: 3,586,664 shares +5 more

8 metrics

Shares beneficially owned by Peter R. Kellogg 5,400,010 shares Beneficial ownership of Scully Royalty Ltd. common shares; 35.5% of class

Ownership percentage of Peter R. Kellogg 35.5% Percent of Scully Royalty Ltd. common shares class

Shares beneficially owned by Charles K. Kellogg 3,586,664 shares Beneficial ownership of Scully Royalty Ltd. common shares; 23.6% of class

Shares beneficially owned by Goose Creek Capital, Inc. 3,416,664 shares Beneficial ownership of Scully Royalty Ltd. common shares; 22.4% of class

Shares beneficially owned by IAT Reinsurance Company Ltd. 3,216,664 shares Beneficial ownership of Scully Royalty Ltd. common shares; 21.1% of class

Shares beneficially owned by IAT Insurance Group, Inc. 3,122,488 shares Beneficial ownership of Scully Royalty Ltd. common shares; 20.5% of class

Shares beneficially owned by Harco National Insurance Company 3,122,488 shares Beneficial ownership of Scully Royalty Ltd. common shares; 20.5% of class

Date of event triggering filing September 14, 2026 Date of Notice of Requisition for extraordinary general meeting

Key Terms

beneficially owned, extraordinary general meeting, ordinary resolutions, special resolutions, +1 more

5 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 5,400,010.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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"

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"

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"

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 did the shareholder group disclose about Scully Royalty Ltd. (SRL) in this Schedule 13D/A?

The reporting group disclosed updated beneficial ownership of Scully Royalty Ltd. common shares and reported delivering a Notice of Requisition on September 14, 2026, requesting an extraordinary general meeting to vote on replacing four incumbent directors with four named nominees.

How many Scully Royalty Ltd. (SRL) shares does Peter R. Kellogg report beneficially owning?

Peter R. Kellogg reports beneficial ownership of 5,400,010 common shares of Scully Royalty Ltd., representing 35.5% of the class. Of these, 35,000 shares are listed as held with sole voting and dispositive power and 5,365,010 shares with shared voting and dispositive power.

What percentage of Scully Royalty Ltd. (SRL) does Charles K. Kellogg report owning?

Charles K. Kellogg reports beneficial ownership of 3,586,664 common shares of Scully Royalty Ltd., representing 23.6% of the class. All of these shares are listed with shared voting and dispositive power and none with sole power.

How many SRL shares are reported by Goose Creek Capital, Inc. and what is its ownership percentage?

Goose Creek Capital, Inc. reports beneficial ownership of 3,416,664 common shares of Scully Royalty Ltd., representing 22.4% of the class, all with shared voting and shared dispositive power and none with sole power.

What did the shareholder group request regarding the board of Scully Royalty Ltd. (SRL)?

The group requested an extraordinary general meeting so members can consider ordinary resolutions appointing Jerrod Freund, Mark Holliday, Nimesh Patel and Skyler Wichers as directors to succeed Michael J. Smith, Dr. Shuming Zhao, Silke S. Stenger and Jochen Dumler, with related special resolutions to remove the incumbents if needed.

Which entities within the group hold large positions in Scully Royalty Ltd. (SRL)?

Reported holdings include IAT Reinsurance Company Ltd. with 3,216,664 shares (21.1%), IAT Insurance Group, Inc. with 3,122,488 shares (20.5%), and Harco National Insurance Company with 3,122,488 shares (20.5%), each with shared voting and dispositive power.

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

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Available on EDGAR 09/16/2026 - 07:31 PM Accepted by SEC EDGAR 09/16/2026 - 07:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Scully Royalty Ltd.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G7T96K107

(CUSIP Number)

IAT Reinsurance Company Ltd.
Attn: David Pirrung, 4200 Six Forks Road, Suite 1400
Raleigh, NC, 27609
(919) 833-1600

(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

CUSIP Number(s): G7T96K107

1

Name of reporting person

Peter R. Kellogg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 35,000.00
8	Shared Voting Power 5,365,010.00
9	Sole Dispositive Power 35,000.00
10	Shared Dispositive Power 5,365,010.00

11

Aggregate amount beneficially owned by each reporting person

5,400,010.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A

SCHEDULE 13D

CUSIP Number(s): G7T96K107

1

Name of reporting person

Charles K. Kellogg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,586,664.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,586,664.00

11

Aggregate amount beneficially owned by each reporting person

3,586,664.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): N/A

SCHEDULE 13D

CUSIP Number(s): G7T96K107

1

Name of reporting person

Goose Creek Capital, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,416,664.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,416,664.00

11

Aggregate amount beneficially owned by each reporting person

3,416,664.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 81-4619377

SCHEDULE 13D

CUSIP Number(s): G7T96K107

1

Name of reporting person

IAT Reinsurance Company Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,216,664.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,216,664.00

11

Aggregate amount beneficially owned by each reporting person

3,216,664.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.1 %

14

Type of Reporting Person (See Instructions)

IC

Comment for Type of Reporting Person:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 98-0121674

SCHEDULE 13D

CUSIP Number(s): G7T96K107

1

Name of reporting person

IAT Insurance Group, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NORTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,122,488.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,122,488.00

11

Aggregate amount beneficially owned by each reporting person

3,122,488.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.5 %

14

Type of Reporting Person (See Instructions)

IC

Comment for Type of Reporting Person:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 56-1171691

SCHEDULE 13D

CUSIP Number(s): G7T96K107

1

Name of reporting person

Harco National Insurance Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,122,488.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,122,488.00

11

Aggregate amount beneficially owned by each reporting person

3,122,488.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.5 %

14

Type of Reporting Person (See Instructions)

IC

Comment for Type of Reporting Person:

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-6108721

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(b)	Name of Issuer: Scully Royalty Ltd.
(c)	Address of Issuer's Principal Executive Offices: Room 2103 Shanghai Mart Tower, 2299 Yan An Road West,Changning District, Shanghai, CHINA , 200336.
Item 1 Comment: EXPLANATORY NOTE: This Amendment No. 6 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D previously filed by the Reporting Persons (the "Schedule 13D," as amended and supplemented from time to time) with respect to the common shares, US$0.001 par value per share (the "Shares"), of Scully Royalty Ltd. (the "Issuer"), to amend certain information previously reported by the Reporting Persons in the Schedule 13D by adding the information set forth below to the items indicated. Except as expressly set forth herein, all information in the Schedule 13D, as previously amended, remains unchanged and is incorporated herein by reference. Neil Subin, MILFAM LLC and certain of their affiliates (collectively, "MILFAM" and together with the Reporting Persons, the "Reporting Group") are jointly filing a separate Amendment No. 8 to Schedule 13D on the date hereof reporting their respective beneficial ownership of common shares of the Issuer (the "MILFAM Schedule 13D").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is amended and supplemented as follows: On September 14, 2026, certain members of the Reporting Group delivered a Notice of Requisition for Extraordinary General Meeting (the "Requisition Notice") to the Issuer pursuant to Article 16.3 of the Amended and Restated Articles of Association of the Company adopted by special resolution dated July 12, 2017 (the "Articles"). Pursuant to the Articles and the Requisition Notice, the Issuer is required to proceed to convene an extraordinary general meeting of the members of the Issuer ("EGM") for the purposes of considering, and if thought fit, passing ordinary resolutions appointing each of Jerrod Freund, Mark Holliday, Nimesh Patel and Skyler Wichers (the "Director Nominees") as a Director of the Issuer, succeeding Michael J. Smith, Dr. Shuming Zhao, Silke S. Stenger and Jochen Dumler (the "Incumbent Directors"), respectively, and, in the event that such ordinary resolutions are later determined for any reason to be ineffective, members of the Issuer are also asked to vote on special resolutions removing each of the Incumbent Directors and any Director of the Issuer appointed by the Incumbent Directors between the date of the Requisition Notice and the conclusion of the EGM and ordinary resolutions appointing each of the Director Nominees.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Peter R. Kellogg

Signature:	/s/ David Pirrung
Name/Title:	David Pirrung / Attorney in Fact
Date:	09/16/2026

Charles K. Kellogg

Signature:	/s/ David Pirrung
Name/Title:	David Pirrung / Attorney in Fact
Date:	09/16/2026

Goose Creek Capital, Inc.

Signature:	/s/ David Pirrung
Name/Title:	David Pirrung/Chief Financial Officer
Date:	09/16/2026

IAT Reinsurance Company Ltd.

Signature:	/s/ David Pirrung
Name/Title:	David Pirrung/Chief Financial Officer
Date:	09/16/2026

IAT Insurance Group, Inc.

Signature:	/s/ David Pirrung
Name/Title:	David Pirrung/Chief Financial Officer
Date:	09/16/2026

Harco National Insurance Company

Signature:	/s/ David Pirrung
Name/Title:	David Pirrung/President
Date:	09/16/2026