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Scully Royalty (SRL) investor group reports 13% stake and board changes

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

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.

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Insights

Large holder discloses 13% stake and reports a refreshed Scully Royalty board.

The Miller/Subin group, led by Neil S. Subin and MILFAM LLC, reports beneficial ownership of significant positions in Scully Royalty Ltd.: Subin at 1,985,952 common shares, or 13.0%, and MILFAM LLC at 1,957,597 shares, or 12.9%, based on 15,226,351 common shares outstanding as of November 24, 2025. These stakes are spread across numerous Miller family trusts and affiliated entities, indicating a coordinated, long-standing shareholder bloc.

The amendment centers on governance, updating that at the December 27, 2025 annual meeting shareholders elected Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers to the board. The text highlights that Wichers is Vice President of MILFAM LLC and a director of Alimco Financial Corporation, and that Howe is also an Alimco director, while both expressly disclaim beneficial ownership of Scully Royalty common shares held by MILFAM and Alimco Re. This links key board members to entities associated with the reporting group, but the amendment does not describe strategic plans or transactions; it primarily formalizes ownership and board composition information.






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).






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. 6 to Schedule 13D (this "Amendment No. 6") 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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. 6 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:12/29/2025
MILFAM LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin / Manager
Date:12/29/2025
Alimco Re Ltd.
Signature:/s/ Dylan Cariero
Name/Title:Dylan Cariero / Chief Executive Officer
Date:12/29/2025
Catherine C. Miller Irrevocable Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
Catherine C Miller Trust A-3
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
Catherine C Miller Revocable Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
Kimberley S. Miller GST Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:12/29/2025
LIMFAM LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
LIM III Estate LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
Lloyd I. Miller Trust A-1
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
Catherine C Miller Estate
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Personal Representative
Date:12/29/2025
Lloyd I. Miller, III Irrevocable Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:12/29/2025
Miller Great Grandchildren Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:12/29/2025
Susan F. Miller Spousal Trust A-4
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:12/29/2025
Miller Family Education and Medical Trust
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Trustee
Date:12/29/2025
MILFAM I L.P.
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
MILFAM II L.P.
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
MILFAM III LLC
Signature:/s/ Neil S. Subin
Name/Title:Neil S. Subin/Manager
Date:12/29/2025
Susan F. Miller
Signature:/s/ Susan F. Miller
Name/Title:Susan F. Miller
Date:12/29/2025

FAQ

What stake in Scully Royalty Ltd. does Neil S. Subin report in this Schedule 13D/A?

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

How many Scully Royalty Ltd. shares does MILFAM LLC report owning in this filing for SRL?

MILFAM LLC reports beneficial ownership of 1,957,597 common shares of Scully Royalty Ltd., which is 12.9% of the common shares, using 15,226,351 shares outstanding as of November 24, 2025 as the reference.

What changes to Scully Royalty Ltd.’s board are disclosed in this Schedule 13D/A amendment for SRL?

The amendment reports that at the December 27, 2025 annual general meeting, shareholders elected Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers to Scully Royalty Ltd.’s board of directors.

How is the Miller/Subin group’s ownership of Scully Royalty Ltd. structured across entities?

The filing explains that the reported holdings are spread across multiple Miller family trusts and entities, including MILFAM LLC, various MILFAM limited partnerships, Alimco Re Ltd., and a range of Miller family trusts and estates, with Subin and MILFAM potentially deemed beneficial owners through management and trustee roles.

What role do Alimco-related entities play in the Scully Royalty Ltd. ownership disclosed here?

Alimco Re Ltd. is listed as owning 166,320 common shares, or 1.1% of Scully Royalty Ltd. The filing notes that Skyler Wichers and Alan Howe serve on the board of Alimco Financial Corporation, Alimco Re’s parent, and both disclaim beneficial ownership of Scully Royalty common shares held by MILFAM and Alimco Re.

What reference share count does this Scully Royalty Ltd. Schedule 13D/A use to calculate ownership percentages?

All reported ownership percentages are calculated using 15,226,351 common shares outstanding as of November 24, 2025, as stated in Scully Royalty Ltd.’s Form 6-K filed on December 5, 2025.

Scully Royalty Ltd

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