Trinity Place Holdings Inc 2025年度报告

New York, NY,March 31, 2026 - Trinity Place Holdings Inc. (OTC PINK: TPHS) (the "Company," "we," "our," or "us")today announced operating results for its fourth quarter and the year ended December 31, 2025. The Company is an intellectual property holding, investment, and commercialization company. We own and control a portfolioof intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”), includingFilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Runningof the Brides® event and the An Educated Consumer is Our Best Customer® slogan. Our strategy today centers on monetizingthese assets through brand licensing, e-commerce initiatives, strategic partnerships, and protection and enforcement of ourintellectual property rights. Secured Promissory Note On February 18, 2025, the Company issued a Senior Secured Promissory Note (the “Steel Promissory Note”) to Steel Connect,LLC (the “Steel Lender”), an affiliate of Steel Partners Holdings L.P. (“Steel Partners”), pursuant to which the Company mayborrow up to $5.0 million from the Steel Lender. The Steel Promissory Note is secured by a pledge of all of the assets of theCompany. As of December 31, 2025, approximately $1.3 million, including accrued interest, was outstanding under the SteelPromissory Note. Steel Services Agreement As of March 19, 2025, Steel Services Ltd. (“Steel Services”), an affiliate of Steel Partners, and the Company entered into amanagement services agreement (the “Steel MSA”) pursuant to which Steel Services agreed to provide certain managerialservices to the Company. Pursuant to the Steel MSA, for a period of one year (which shall renew automatically for additionalone-year terms unless otherwise terminated), Steel Services shall provide certain managerial services to the Company, includinggeneral assistance with legal, finance & treasury, internal audit, human resources, IT, tax functions and obligations, andintellectual property services. In consideration for the services rendered under the Steel MSA, the Company shall pay SteelServices $10.0 thousand monthly. Pension Settlement and Plan Asset Reversion During the year ended December 31, 2025, the Company recognized a non-cash pre-tax settlement charge of $2.6 million dueto the purchase of a group of annuity contracts related to the termination of the legacy pension plan, as well as $0.5 millionexcise tax on the estimated reversion of pension plan assets. The termination of the Pension Plan was finalized in July 2025upon all pension plan liabilities being fully settled, and all benefits due to participants and beneficiaries being paid. TheCompany received cash proceeds of approximately $0.9 million related to the reversion of the pension plan assets and paidapproximately $0.4 million for the related excise tax. As of December 31, 2025, no assets or liabilities remained in the pensionplan. Stock Repurchases During the year ended December 31 2025, the Company entered an agreement with a shareholder (the “Seller”) pursuant towhich the Company committed to repurchase (1) 1,100,000 shares of its Common Stock (the “Common Stock”), par value$0.01 per share, and (2) one share of the Company’s Special Stock, par value $0.01 per share (the “Special Stock”, and togetherwith the Common Stock, the “Purchased Shares”) from the Seller in exchange for a cash payment of $0.04 per share ofCommon Stock and $0.04 for the Special Stock, for an aggregate purchase price of $44.0 thousand. The Special Stock providedthe Seller the right to appoint a member to the Board of Directors, which right was retired by the Company. Additionally, during the year ended December 31, 2025, the Company executed another agreement with another shareholderpursuant to which the Company repurchased 200,000 shares of its common stock, par value $0.01 per share for a total cashpayment of $8.0 thousand, representing a purchase price of $0.04 per share. Net Operating Losses As of December 31, 2025, we had federal NOLs of approximately $329.5 million. NOLs generated prior to tax-year 2018 willexpire in years through fiscal 2037 while NOLs generated in 2018 and forward carry-over indefinitely. Since 2009 throughDecember 31, 2025, we have utilized approximately $45.8 million of our federal NOLs. As of December 31, 2025, we also hadstate NOLs of approximately $337.4 million. These state NOLs have various expiration dates through 2042, if applicable. We also had additional New York State and New York City prior NOL conversion (“PNOLC”) subtraction pools of approximately$5.1 million and $0.1 million, respectively. The conversion to the PNOLC under the New York State and New York Citycorporate tax reforms does not have any material tax impact. Based on management’s assessment, it is more likely than not that the entire deferred tax assets will not be realized by futuretaxable income or tax planning strategies. Accordi